UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
MARCH 30, 2005 (NOVEMBER 30, 2004)
Date of Report (Date of earliest event reported)
FIRST BANKS, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-20632 43-1175538
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
/ / Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
FIRST BANKS, INC.
TABLE OF CONTENTS
Page
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS....................... 1
SIGNATURE............................................................. 3
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
On November 30, 2004, First Banks, Inc., a Missouri corporation
("First Banks" or the "Company"), filed a Current Report on Form 8-K
pursuant to Item 2.01 and Item 9.01 that reported the completion of the
Company's acquisition of Hillside Investors, Ltd., an Illinois corporation,
and its wholly-owned banking subsidiary, CIB Bank, an Illinois banking
corporation headquartered in Hillside, Illinois, for approximately $67.4
million in cash. A copy of the press release announcing completion of the
acquisition of Hillside Investors, Ltd. on November 30, 2004 was included as
Exhibit 99.1 to the Current Report on Form 8-K. In response to parts (a) and
(b) of Item 9.01 of such Form 8-K, the Company stated that it would file, by
amendment, the financial statements required pursuant to Regulation S-X and
for the periods specified in Rule 3-05(b) of Regulation S-X (17 CFR
210.3-05(b)) and the pro forma financial information required pursuant to
Article 11 of Regulation S-X (17 CFR 210). This Amendment No. 1 to Current
Report on Form 8-K provides the required financial statements and pro forma
financial information.
(a) Financial statements of businesses acquired.
The required consolidated financial statements of Hillside
Investors, Ltd. as of December 31, 2003 and 2002, and for the years ended
December 31, 2003, 2002 and 2001 are filed herewith as Exhibit 99.2 and are
incorporated herein by this reference.
(b) Pro forma financial information.
The required pro forma financial information as of September 30,
2004 and for the nine months ended September 30, 2004 and the year ended
December 31, 2003 is filed herewith as Exhibit 99.3 and is incorporated
herein by this reference.
(c) Exhibits.
Exhibit Number Description
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10.1 Stock Purchase Agreement by and between First Banks, Inc.,
The San Francisco Company, CIB Marine Bancshares, Inc.,
Hillside Investors, Ltd., and CIB Bank, dated August 12,
2004 (incorporated herein by reference to Exhibit 10.6
to the Company's Current Report on Form 8-K, dated
August 12, 2004).
99.1 Press release issued by First Banks, Inc. on November 30,
2004 announcing completion of the acquisition of Hillside
Investors, Ltd. and its wholly-owned banking subsidiary,
CIB Bank, by First Banks, Inc. (incorporated herein by
reference to Exhibit 99.1 to the Company's Current Report
on Form 8-K, dated November, 30, 2004).
99.2 Audited Consolidated Financial Statements of Hillside
Investors, Ltd. and subsidiaries as of and for the
years ended December 31, 2003, 2002 and 2001 - filed
herewith.
99.3 Pro Forma Combined Condensed Balance Sheet as of
September 30, 2004 (unaudited), Pro Forma Combined
Condensed Statements of
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Income for the nine months ended September 30, 2004 and
for the year ended December 31, 2003 (unaudited) and Notes
to Pro Forma Combined Condensed Financial Statements -
filed herewith.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FIRST BANKS, INC.
Date: March 30, 2005 By: /s/ Allen H. Blake
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Allen H. Blake
President, Chief Executive Officer
and Chief Financial Officer
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