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 31, 2005 (August 29, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS......................................... 1
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS......................................... 1
SIGNATURE............................................................................... 2
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
See Item 5.02.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On August 29, 2005, Allen H. Blake, President, Chief Executive Officer and
Chief Financial Officer of First Banks, Inc. ("First Banks" or the
"Company"), resigned his position as Chief Financial Officer of First
Banks, a position he held from 1984 to September 1999 and since May 2001.
Mr. Blake continues in his existing position as President and Chief
Executive Officer of First Banks.
(c) On August 29, 2005, the Board of Directors of First Banks appointed Steven
F. Schepman as Senior Vice President and Chief Financial Officer of First
Banks.
Steven F. Schepman, age 33, has served as a Director of First Banks since
July 2004 and previously served as a Director of First Banks' wholly owned
subsidiary bank, First Bank, from April 2001 to October 2004. Most recently
Mr. Schepman served as Senior Vice President of First Bank's Private
Banking, Wealth Management and Trust Services groups, a position he held
since November 2000. Mr. Schepman was employed in various other senior
management capacities with First Banks from May 1999 to November 2000.
Prior to joining First Banks, Mr. Schepman was employed as a certified
public accountant within the Financial Services Audit Practice of KPMG LLP
in San Francisco, California, from August 1997 to March 1999. He also
served as a Consultant with Price Waterhouse LLP from January 1996 to March
1997.
Mr. Schepman is the son-in-law of Mr. James F. Dierberg, Chairman of the
Board of Directors of First Banks. The voting stock of First Banks is owned
by various trusts created by and administered by and for the benefit of Mr.
James F. Dierberg and members of his immediate family. Mr. Dierberg and his
family, therefore, control First Banks' management and policies.
First Banks has an oral and at will employment arrangement with Mr.
Schepman. Mr. Schepman currently receives an annual salary of $170,000 and
is eligible to participate in the Company's performance-based incentive
compensation plans as well as other standard employee benefits.
On August 31, 2005, First Banks issued a press release announcing the
resignation of Mr. Blake as Chief Financial Officer and the appointment of
Mr. Schepman as Senior Vice President and Chief Financial Officer. A copy
of the press release is attached as Exhibit 99 and is incorporated herein
by this reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
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99 Press release issued by First Banks, Inc. on
August 31, 2005.
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 31, 2005 By: /s/ Allen H. Blake
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Allen H. Blake
President and Chief Executive Officer