<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
____________________________________________
Amendment No. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
QCB BANCORP
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
(Not Available)
(CUSIP Number)
Allen H. Blake Leonard J. Essig, Esq.
Senior Vice President Lewis, Rice & Fingersh, L.C.
First Banks, Inc. 500 North Broadway, Suite 2000
135 North Meramec St. Louis, Missouri 63102
Clayton, Missouri 63105 (314) 444-7600
(314) 854-4600
(Name, Address and Telephone Number of
Persons Authorized to Receive Notices
and Communications)
November 30, 1995
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Check the following box if a fee is being paid with the
statement [X].
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SCHEDULE 13D
CUSIP NO. (Not Available) Page 2 of 4 Pages
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST BANKS, INC.
43-117-5538
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
2 (b) x
SEC USE ONLY
3
SOURCE OF FUNDS
4
BK, OO (General Corporate Funds of Reporting Person)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e) o
CITIZENSHIP OR PLACE OF ORGANIZATION
6
MISSOURI, U.S.A.
SOLE VOTING POWER
NUMBER OF 7
48,000,000 (See discussion at Items 4 and 5 hereof.)
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
SHARED VOTING POWER
8
0
SOLE DISPOSITIVE POWER
9
48,000,000 (See discussion at Items 4 and 5 hereof.)
SHARED DISPOSITIVE POWER
10
0
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
48,000,000 (See discussion at Items 4 and 5 hereof.)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 "
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
96.6%
TYPE OF REPORTING PERSON
14
HC, CO
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Item 4. Purpose of Transaction
On July 21, 1995, First Banks, Inc., a Missouri
corporation ("First Banks") purchased from QCB Bancorp, a
California corporation ("Company"), pursuant to a Debenture
Purchase and Operating Agreement (the "Agreement"), dated
March 21, 1995 between First Banks and Company, a debenture
(the "Debenture"), in the original principal amount of
$5,528,082. First Banks subsequently transferred the
Debenture to its wholly owned subsidiary, CCB Bancorp, Inc.
("CCB"). The Debenture, together with any accrued but unpaid
interest thereon, is convertible into shares of the common
stock, no par value per share, of Company ("Company Common
Stock") at any time after its issuance at the sole
discretion of First Banks. The initial conversion price of
the Debenture was $1.10 per share, based on the
September 30, 1994 book value of Company of $2.03 per share.
This conversion price adjusts proportionately to the extent
that the book value of the Company Common Stock declines
below $2.03 per share. As of September 30, 1995, the book
value of Company was ($0.28) per share. In light of this
negative book value per share, First Banks and Company
agreed to set the conversion price at $0.05 per share. On
November 30, 1995, CCB converted $2.4 million of
principal and accrued interest on the Debenture, at the
conversion price of $0.05 per share, into 48.0 million
shares of Company Common Stock, resulting in First Banks and
CCB owning 96.6% of the issued and outstanding shares of
Company Common Stock.
First Banks and CCB have determined to cause the
mergers of Company with and into CCB and of Queen City Bank,
N.A., the wholly owned subsidiary of Company, with and into
First Bank & Trust, a wholly owned subsidiary of CCB. In
the merger of Company with and into CCB, it is anticipated
that the shares of Company Common Stock held by persons
other than CCB will be converted into the right to receive
cash in the amount of $0.06 per share. These mergers, which
are subject to regulatory approval, are anticipated to be completed
in the first quarter of 1996.
Item 5. Interest in Securities of the Issuer
(a) As discussed above, First Banks, through its
wholly owned subsidiary, CCB, owns of record 48,000,000
shares of Company Common Stock, representing approximately
96.6% of the issued and outstanding shares of such stock.
In addition, CCB continues to hold the unconverted portion
of the Debenture, with a principal amount of $3,329,516.43.
Company does not have a sufficient number of authorized but
unissued shares of Company Common Stock to permit the
conversion of a material amount of the remaining,
unconverted portion of the Debenture.
(b) First Banks, through CCB, has the sole power to
vote and dispose of all of the shares beneficially owned by
it.
(c) All transactions in the shares of the Company
Common Stock effected by First Banks during the past sixty
(60) days are described in the responses to Items 4 and
5(a), above.
(d-e) Not Applicable.
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Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
FIRST BANKS, INC.
By: /s/Laurence J. Brost
Name:Laurence J. Brost
Title:Vice President/Controller
Date: December 8, 1995
