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
August 16, 2005 (August 11, 2005)
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 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 August 11, 2005, First Banks, Inc. ("First Banks" or the "Company")
entered into an Amended and Restated Secured Credit Agreement with Wells Fargo
Bank, National Association, as Agent, JP Morgan Chase Bank, N.A., LaSalle Bank
National Association, The Northern Trust Company, Union Bank of California,
N.A., Fifth Third Bank (Chicago) and U.S. Bank National Association ("Credit
Agreement") in the amount of $122.5 million. The Credit Agreement replaced a
secured credit agreement dated August 14, 2003, and subsequently amended on
August 12, 2004, that provided a $75.0 million revolving credit line and a $25.0
million letter of credit facility. The Credit Agreement contains material
changes to the structure and terms of the financing arrangement, of most
significance is the addition of a term loan.
The Credit Agreement provides a $15.0 million revolving credit facility
("Revolving Credit"), a $7.5 million letter of credit facility ("LC Facility")
and a $100.0 million term loan ("Term Loan"). Interest is payable on outstanding
principal loan balances of the Revolving Credit at a floating rate equal to
either the lender's prime rate or, at First Banks' option, the London Interbank
Offering Rate ("Eurodollar Rate") plus a margin determined by the outstanding
loan balances and First Banks' net income for the preceding four calendar
quarters. If the loan balances outstanding under the Revolving Credit are
accruing at the prime rate, interest is paid monthly. If the loan balances
outstanding under the Revolving Credit are accruing at the Eurodollar Rate,
interest is payable based on the one, two, three or six-month Eurodollar Rate,
as selected by First Banks. Interest is payable on outstanding principal loan
balances of the Term Loan at a floating rate equal to the Eurodollar Rate plus a
margin determined by the outstanding loan balances and First Banks' net income
for the preceding four calendar quarters. There were no amounts borrowed on the
Revolving Credit on August 11, 2005. First Banks borrowed $80.0 million on the
Term Loan on August 11, 2005 and will borrow the remaining $20.0 million on
November 11, 2005. The outstanding principal balance of the Term Loan is payable
in ten equal quarterly installments of $5.0 million commencing on March 31,
2006, with the remainder of the Term Loan balance to be repaid in full,
including any unpaid interest, upon maturity. Amounts may be borrowed under the
Revolving Credit until August 10, 2006, at which time the principal and interest
outstanding is due and payable. The Credit Agreement requires maintenance of
certain minimum capital ratios for First Banks and First Bank, certain maximum
nonperforming assets ratios for First Bank and a minimum return on assets ratio
for First Banks. In addition, it contains additional covenants, including a
limitation on the amount of dividends on First Banks' common stock that may be
paid to stockholders. The Credit Agreement is secured by First Banks' ownership
interest in the capital stock of its subsidiaries.
First Banks intends to use the proceeds of advances under the Credit
Agreement to refinance existing indebtedness, for its general corporate
purposes, and for potential acquisitions.
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: August 16, 2005 By: /s/ Allen H. Blake
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Allen H. Blake
President, Chief Executive Officer
and Chief Financial Officer