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
February 23, 2006 (February 16, 2006)
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
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ITEM 8.01 OTHER EVENTS..................................................... 1
SIGNATURE.................................................................. 2
ITEM 8.01 OTHER EVENTS.
On February 16, 2006, 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 IV, a newly formed Delaware
statutory trust affiliate of the Company ("FBST IV"). Subject to the terms of
the Placement Agreement, on March 1, 2006, FBST IV will issue 40,000 shares of
variable rate trust preferred securities at $1,000 per share in a private
placement, and will issue 1,238 shares of common securities to First Banks at
$1,000 per share. First Banks will own all of the common securities of FBST IV.
The gross proceeds of the offering will be used by FBST IV to purchase $41.2
million of variable rate subordinated debentures from First Banks, maturing on
March 15, 2036. The maturity date of the subordinated debentures may be
shortened, at the option of First Banks, to a date not earlier than March 15,
2011, if certain conditions are met. The subordinated debentures will be the
sole asset of FBST IV. In connection with the issuance of the FBST IV preferred
securities, First Banks will make certain guarantees and commitments that, in
the aggregate, constitute a full and unconditional guarantee by First Banks of
the obligations of FBST IV under the FBST IV preferred securities. Proceeds from
the issuance of the subordinated debentures to FBST IV will be $41.2 million.
The distribution rate on the FBST IV preferred securities will be equivalent to
the three-month London Interbank Offering Rate plus 142.0 basis points, and will
be payable quarterly in arrears beginning June 15, 2006.
First Banks intends to use the proceeds from the issuance of the
subordinated debentures to FBST IV to support future acquisitions as well as for
general corporate purposes.
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: February 23, 2006 By: /s/ Steven F. Schepman
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Steven F. Schepman
Senior Vice President and
Chief Financial Officer