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
November 22, 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 (see General Instruction A.2. below):
[ ] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT...................... 1
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE-SHEET ARRANGEMENT OF A REGISTRANT.......... 1
SIGNATURE ................................................................ 2
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 22, 2004, First Banks, Inc. ("First Banks" or the "Company")
entered into a Placement Agreement with FTN Financial Capital Markets and Keefe,
Bruyette & Woods, Inc. regarding the issuance of variable rate trust preferred
securities by First Bank Statutory Trust III, a newly formed Delaware statutory
trust affiliate of the Company ("FBST III"). On November 23, 2004, FBST III
issued 40,000 shares of variable rate trust preferred securities at $1,000 per
share in a private placement, and issued 1,238 shares of common securities to
First Banks at $1,000 per share. First Banks owns all of the common securities
of FBST III. The gross proceeds of the offering were used by FBST III to
purchase $41.2 million of variable rate subordinated debentures from First
Banks, maturing on December 15, 2034. The maturity date of the subordinated
debentures may be shortened, at the option of First Banks, to a date not earlier
than December 15, 2009, if certain conditions are met. The subordinated
debentures are the sole asset of FBST III. In connection with the issuance of
the FBST III preferred securities, First Banks made certain guarantees and
commitments that, in the aggregate, constitute a full and unconditional
guarantee by First Banks of the obligations of FBST III under the FBST III
preferred securities. Proceeds from the issuance of the subordinated debentures
to FBST III, net of offering expenses, were $41.2 million. The distribution rate
on the FBST III securities is equivalent to the three-month London Interbank
Offering Rate plus 218.0 basis points, and is payable quarterly in arrears
beginning March 15, 2005.
In a similar transaction, on September 20, 2004, First Bank Statutory Trust
II, a newly formed Delaware statutory trust affiliate of the Company ("FBST
II"), issued 20,000 shares of variable rate trust preferred securities at $1,000
per share in a private placement, and issued 619 shares of common securities to
First Banks at $1,000 per share. First Banks owns all of the common securities
of FBST II. The gross proceeds of the offering were used by FBST II to purchase
$20.6 million of variable rate subordinated debentures from First Banks,
maturing on September 20, 2034. The maturity date of the subordinated debentures
may be shortened, at the option of First Banks, to a date not earlier than
September 20, 2009, if certain conditions are met. The subordinated debentures
are the sole asset of FBST II. In connection with the issuance of the FBST II
preferred securities, First Banks made certain guarantees and commitments that,
in the aggregate, constitute a full and unconditional guarantee by First Banks
of the obligations of FBST II under the FBST II preferred securities. Proceeds
from the issuance of the subordinated debentures to FBST II, net of offering
expenses, were $20.6 million. The distribution rate on the FBST II securities is
equivalent to the three-month London Interbank Offering Rate plus 205.0 basis
points and is payable quarterly in arrears beginning December 20, 2004.
First Banks intends to use the proceeds from the issuance of the
subordinated debentures to the affiliated statutory trusts to fund its
previously announced acquisition of Hillside Investors, Ltd. and its wholly
owned banking subsidiary, CIB Bank, headquartered in Hillside, Illinois, which
is scheduled to close on November 30, 2004.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See Item 1.01.
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: November 29, 2004 By: /s/ Allen H. Blake
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Allen H. Blake
President, Chief Executive Officer
and Chief Financial Officer