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
June 19, 2006 (June 14, 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 June 14, 2006, First Banks, Inc. ("First Banks" or the "Company")
entered into a Purchase Agreement with Bear, Stearns & Co. Inc. regarding the
issuance of variable rate trust preferred securities by First Bank Statutory
Trust VI, a newly formed Delaware statutory trust affiliate of the Company
("FBST VI"). Subject to the terms of the Purchase Agreement, on June 16, 2006,
FBST VI issued 25,000 shares of variable rate trust preferred securities at
$1,000 per share in a private placement, and issued 774 shares of common
securities to First Banks at $1,000 per share. First Banks owns all of the
common securities of FBST VI. The gross proceeds of the offering were used by
FBST VI to purchase $25.8 million of variable rate subordinated debentures from
First Banks, maturing on July 7, 2036. The maturity date of the subordinated
debentures may be shortened, at the option of First Banks, to a date not earlier
than July 7, 2011 if certain conditions are met. The subordinated debentures are
the sole asset of FBST VI. In connection with the issuance of the FBST VI
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 VI under the FBST VI preferred securities. Proceeds
from the issuance of the subordinated debentures to FBST VI, net of offering
expenses, were $25.7 million. The distribution rate on the FBST VI preferred
securities is equivalent to the three-month London Interbank Offering Rate plus
165 basis points, and is payable quarterly in arrears beginning October 7, 2006.
First Banks intends to use the proceeds from the issuance of the
subordinated debentures to FBST VI 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: June 19, 2006 By: /s/ Steven F. Schepman
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Steven F. Schepman
Senior Vice President and
Chief Financial Officer