UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
January 10, 2001 December 29, 2000
(Date of report) (Date of earliest event reported)
Commission File No. 0-8937
FIRST BANKS AMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
75-1604965
(I.R.S. Employer Identification No.)
135 North Meramec, Clayton, Missouri 63105
(Address of principal executive offices) (Zip code)
(314) 854-4600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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FIRST BANKS AMERICA, INC.
TABLE OF CONTENTS
Page
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS........................ 1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS........................... 2
SIGNATURES .......................................................... 3
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ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of The San Francisco Company
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Pursuant to an Agreement and Plan of Merger dated September 22, 2000,
First Banks America, Inc., or FBA, acquired The San Francisco Company and its
wholly owned banking subsidiary, Bank of San Francisco, on December 31, 2000.
Bank of San Francisco, or BSF, operates one banking office in the San Francisco
financial district. Under the terms of the agreement, the shareholders of The
San Francisco Company received $1.95 per common share and $7.00 per preferred
share, or a total of $62.6 million in cash. FBA funded the acquisition from the
proceeds of an advance of $63.0 million under FBA's $100.0 million revolving
note payable to its parent company, First Banks, Inc., St. Louis, Missouri. The
transaction was accounted for using the purchase method of accounting. BSF will
be merged with FBA's wholly owned banking subsidiary, First Bank & Trust, during
the first quarter of 2001.
At the time of the transaction, The San Francisco Company had $183.8
million in total assets, $115.6 million in loans, net of unearned discount,
$38.3 million in investment securities and $137.6 million in deposits.
There were no material relationships between The San Francisco Company,
BSF, or any of their affiliates, directors or officers, or any associates of any
such directors or officers, and FBA, or any of FBA's affiliates, directors or
officers, or any associates of any such directors or officers.
Acquisition of Millennium Bank
------------------------------
Pursuant to an Agreement and Plan of Reorganization dated August 23,
2000, FBA acquired Millennium Bank on December 29, 2000. Millennium Bank
operates one banking office in the San Francisco financial district and one
banking office in Oakland, California. Under the terms of the agreement, the
shareholders of Millennium Bank received $8.10 per common share, or a total of
$20.7 million in cash. FBA funded the acquisition from the proceeds of an
advance of $20.0 million under FBA's $100.0 million revolving note payable to
First Banks, Inc. The transaction was accounted for using the purchase method of
accounting. Millennium Bank was merged with and into First Bank & Trust on
December 29, 2000.
At the time of the transaction, Millennium Bank had $117.0 million in
total assets, $81.7 million in loans, net of unearned discount, $21.1 million in
investment securities and $104.2 million in deposits.
There were no material relationships between Millennium Bank, or any of
its affiliates, directors or officers, or any associates of any such directors
or officers, and FBA, or any of FBA's affiliates, directors or officers, or any
associates of any such directors or officers.
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ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Pursuant to the requirements of Article 3 of Regulation S-X, the
financial statements of The San Francisco Company and Millennium Bank are not
required.
(B) PRO FORMA FINANCIAL INFORMATION
Pursuant to the requirements of Article 11 of Regulation S-X, pro forma
financial information is not required.
(C) EXHIBITS
The exhibits are numbered in accordance with the Exhibit Table of Item
601 of Regulation S-K.
Exhibit Number Description
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2.3 Agreement and Plan of
Merger by and among First
Banks, Inc., First Banks
America, Inc., Redwood
Bank, The San Francisco
Company and Bank of San
Francisco, dated September
22, 2000 - hereby
incorporated by reference
to Exhibit 10(gg) of FBA's
Quarterly Report on Form
10-Q filed for the quarter
ended September 30, 2000.
2.4 Agreement and Plan of
Reorganization by and
between First Banks
America, Inc. and
Millennium Bank, dated
August 23, 2000 - hereby
incorporated by reference
to Exhibit 10(ff) of FBA's
Quarterly Report on Form
10-Q filed for the quarter
ended September 30, 2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRST BANKS AMERICA, INC.
By: /s/ James F. Dierberg
-------------------------------------------
James F. Dierberg
Chairman of the Board of Directors,
President and Chief Executive Officer
January 10, 2001 (Principal Executive Officer)
By: /s/ Frank H. Sanfilippo
------------------------------------------
Frank H. Sanfilippo
Executive Vice President and
Chief Financial Officer
January 10, 2001 (Principal Financial and
Accounting Officer)
