<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
Amendment No. 2
to
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
QCB BANCORP
(Name of the Issuer)
FIRST BANKS, INC.
CCB BANCORP, INC.
(Name of Person(s) Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
(None)
(CUSIP Number of Class of Securities)
Allen H. Blake Thomas C. Erb, Esq.
Senior Vice President Lewis, Rice & Fingersh, L.C.
First Banks, Inc. 500 North Broadway, Suite 2000
11909 Olive Boulevard St. Louis, Missouri 63102
St. Louis, Missouri 63141 (314) 444-7600
(314) 995-5700
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [X] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
<PAGE>
RESULTS OF SCHEDULE 13E-3 TRANSACTION
The Schedule 13e-3 transaction to which this Transaction Statement
pertains has been completed by virtue of the merger (the "Merger") of QCB
Bancorp (the "Company") with and into CCB Bancorp, Inc. ("CCB"), pursuant to the
Agreement and Plan of Merger, dated as of December 20, 1995 (the "Merger
Agreement"), between the Company and CCB. The result of the Merger is to cause
the shares of the Company's common stock, no par value per share ("Company
Common"), to be held of record by fewer than 300 persons. The Merger was
effective March 28, 1996 (the "Effective Date"), and a certification on Form 15
with respect to the Company's duty to file reports under section 13 and 15(d) of
the Securities Exchange Act of 1934 was filed by CCB, as successor in interest
to the Company, on April 1, 1996.
Pursuant to the Merger Agreement, each share of Company Common (other
than shares of Company Common held by CCB and shares the holders of which
properly exercised their dissenters' rights under California law) issued and
outstanding immediately prior to the Effective Date has been converted into the
right to receive $0.06 per share.
Item 17. Material to be Filed as Exhibits.
Exhibit No. Description
2 Identity and Background of First Banks, Inc., CCB Bancorp, Inc. and
Affiliates*
3 Opinion of The Findley Group on the Conversion Price of the Debenture*
4 Agreement and Plan of Merger*
8 Opinion of the Findley Group on the Value of Shares of the QCB Bancorp
Common Stock*
13 Chapter 13, California Corporations Code*
* Previously filed.
<PAGE>
SIGNATURE
After due 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/Allen H. Blake
--------------------
Name: Allen H. Blake
Title: Sr. V.P./CFO
Date: April 3, 1996
CCB BANCORP, INC.
By:/s/Allen H. Blake
--------------------
Name: Allen H. Blake
Title: Secretary
Date: April 3, 1996
<PAGE>
Exhibit Index
Exhibit No. Description Page
2 Identity and Background of First Banks, *
Inc., CCB Bancorp, Inc. and Affiliates
3 Opinion of The Findley Group on the *
Conversion Price of the Debenture
4 Agreement and Plan of Merger *
8 Opinion of the Findley Group on the Value *
of Shares of the QCB Bancorp Common
Stock
13 Chapter 13, California Corporations Code *
- --------------------
* Previously filed.
