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 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.............. 1
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS............................... 2
SIGNATURE.................................................................. 3
ITEM 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On November 30, 2004, First Banks, Inc., a Missouri corporation ("First
Banks" or the "Company"), completed its acquisition of Hillside Investors, Ltd.,
an Illinois corporation ("Hillside"), and its wholly-owned banking subsidiary,
CIB Bank, an Illinois banking corporation headquartered in Hillside, Illinois
("CIB"), for approximately $67.4 million in cash (the "Transaction"). The
Transaction was completed pursuant to a Stock Purchase Agreement (the
"Agreement") by and among the Company, its wholly-owned subsidiary bank holding
company, The San Francisco Company, a Delaware corporation, CIB Marine
Bancshares, Inc., a Wisconsin corporation, Hillside and CIB. On August 13, 2004,
First Banks filed a Current Report on Form 8-K announcing the signing of the
Agreement, which was included as Exhibit 10.6 to the Current Report on Form 8-K.
On November 30, 2004, First Banks, Inc. issued a press release
announcing completion of the Transaction. A copy of the press release is filed
herewith as Exhibit 99.1 pursuant to Item 9.01.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
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))
will be filed by amendment not later than 71 calendar days after the date on
which this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The pro forma financial information required pursuant to Article 11 of
Regulation S-X (17 CFR 210) will be filed by amendment not later than 71
calendar days after the date on which this Current Report on Form 8-K is
required to be filed.
(c) Exhibits.
Exhibit Number Description
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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. - filed herewith.
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 30, 2004 By: /s/ Allen H. Blake
--------------------------------------
Allen H. Blake
President, Chief Executive Officer
and Chief Financial Officer
Exhibit 99.1
First Banks, Inc.
St. Louis, Missouri
Contact: Allen H. Blake Terrance M. McCarthy
President and Senior Executive Vice President and
Chief Executive Officer Chief Operating Officer
First Banks, Inc. First Banks, Inc.
(314) 592-5000 (314) 592-5000
Traded: NASDAQ
Symbol: FBNKN - (First Preferred Capital Trust II, an affiliated trust of
First Banks, Inc.)
FBNKM - (First Preferred Capital Trust III, an affiliated trust of
First Banks, Inc.)
Traded: NYSE
Symbol: FBSPrA - (First Preferred Capital Trust IV, an affiliated trust of
First Banks, Inc.)
FOR IMMEDIATE RELEASE:
FIRST BANKS, INC.
ANNOUNCES COMPLETION OF ACQUISITION OF
HILLSIDE INVESTORS, LTD. AND CIB BANK, CHICAGO
St. Louis, Missouri, November 30, 2004. Allen H. Blake, President and
Chief Executive Officer of First Banks, Inc. ("First Banks"), and Stan Calderon,
President and Chief Executive Officer of CIB Marine Bancshares, Inc. ("CIB
Marine"), jointly announced completion today of the previously announced
acquisition of CIB Marine's wholly-owned Chicago banking subsidiary, CIB Bank,
Hillside, Illinois ("CIB Bank - Chicago"), through First Banks' acquisition of
Hillside Investors, Ltd. ("Hillside"), a wholly-owned subsidiary of CIB Marine,
for $67.4 million in cash.
Allen H. Blake, President and Chief Executive Officer of First Banks,
said, "The acquisition of CIB Bank - Chicago is the largest acquisition in First
Banks' history and has increased our total assets by more than 16%." Blake
added, "The addition of CIB Bank - Chicago greatly expands our presence in the
Chicago metropolitan area, increasing our Chicago banking operation to 23 branch
banking offices and, consistent with our growth strategy, will allow us to build
a more substantial local infrastructure in Chicago to better serve our customers
and communities in this dynamic and important market."
Terrance M. McCarthy, Senior Executive Vice President and Chief
Operating Officer of First Banks, said, "We are very excited about this
transaction and the addition of CIB Bank - Chicago to the First Banks family.
This acquisition will provide Chicago area customers with First Banks' broad
array of banking services, along with internet banking and substantially
expanded ATM and branch networks." McCarthy added, "We look forward to
strengthening First Banks' involvement in the local communities. We will
continue our commitment to provide the highest level of customer service for our
customers, while offering an extensive line of banking services, including a
wide range of commercial and personal deposit products, consumer and commercial
loans, mortgage banking, debit cards, automated teller machines, brokerage
services, telephone banking, trust services, private banking and institutional
money management services."
Stan Calderon, President and Chief Executive Officer of CIB Marine,
said, "The sale of CIB Bank - Chicago is an important milestone that will
strengthen our Company's capital position and sharpen our strategic focus on our
community bank operations in Central Illinois, Wisconsin, Indiana, Florida,
Nebraska, Arizona and Nevada. We are confident that First Banks will continue to
provide CIB Bank - Chicago customers with quality service."
First Banks' acquisition of CIB Bank - Chicago will provide 16
additional banking offices in the Chicago, Illinois metropolitan area, including
ten offices in Cook County, three offices in Lake County, two offices in Will
County and one office in DuPage County. At September 30, 2004, CIB Bank -
Chicago reported total assets of approximately $1.24 billion, loans, net of
unearned discount, of approximately $724.7 million and total deposits of
approximately $1.14 billion.
At September 30, 2004, First Banks had consolidated assets of $7.57
billion and operated 151 branch banking offices in Missouri, Illinois,
California and Texas.
# # #
This release contains forward-looking statements that are subject to risks and
uncertainties arising out of or affecting the Company's business, not all of
which can be predicted or anticipated. These statements are based on information
currently available to First Banks' management, and numerous factors might cause
actual results to differ materially from those contemplated in the
forward-looking statements. For additional information, see the discussions of
forward-looking statements that appear in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" sections of First
Banks' most recent Annual Report on Form 10-K and subsequent Quarterly Reports
on Form 10-Q, as filed with the Securities and Exchange Commission.