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
May 2, 2006 (April 27, 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 April 27, 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 V, a newly formed Delaware statutory
trust affiliate of the Company ("FBST V"). Subject to the terms of the Placement
Agreement, on April 28, 2006, FBST V 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 V. The gross proceeds of the offering were
used by FBST V to purchase $20.6 million of variable rate subordinated
debentures from First Banks, maturing on June 15, 2036. The maturity date of the
subordinated debentures may be shortened, at the option of First Banks, to a
date not earlier than June 15, 2011, if certain conditions are met. The
subordinated debentures are the sole asset of FBST V. In connection with the
issuance of the FBST V 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 V under the FBST V preferred
securities. Proceeds from the issuance of the subordinated debentures to FBST V
were $20.6 million. The distribution rate on the FBST V preferred securities is
equivalent to the three-month London Interbank Offering Rate plus 145 basis
points, and is payable quarterly in arrears beginning June 15, 2006.
First Banks intends to use the proceeds from the issuance of the
subordinated debentures to FBST V 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: May 2, 2006 By: /s/ Steven F. Schepman
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Steven F. Schepman
Senior Vice President and
Chief Financial Officer