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
December 7, 2006 (December 1, 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
Page
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ITEM 8.01 OTHER EVENTS.................................................... 1
SIGNATURE.................................................................. 2
ITEM 8.01 OTHER EVENTS.
On December 1, 2006, a Notice of Optional Redemption was distributed by
U.S. Bank National Association, as Trustee, to holders of the First Preferred
Capital Trust III ("First Preferred III") 9.00% cumulative trust preferred
securities indicating First Banks, Inc.'s ("First Banks" or the "Company")
intention to redeem in full the outstanding First Preferred III trust preferred
securities on December 31, 2006 (the "Redemption Date") at the liquidation value
of $25 per preferred security, together with distributions accumulated and
unpaid to the Redemption Date. In conjunction with this transaction, First Banks
will payoff in full the $56.9 million of 9.00% subordinated debentures that were
issued by First Banks to First Preferred III in November 2001, thereby providing
funds for the redemption of the trust preferred securities. From and after
December 31, 2006, distributions on the First Preferred III trust preferred
securities shall cease to accrue and the First Preferred III trust preferred
securities will cease to be entitled to any lien, benefit or security under the
governing documents. The trust preferred securities of First Preferred III are
traded on the Nasdaq Global Market System under the ticker symbol "FBNKM," and
will be delisted from the Nasdaq Global Market System upon redemption of the
trust preferred securities on December 31, 2006.
On December 6, 2006, First Banks entered into a Placement Agreement
regarding the issuance of variable rate trust preferred securities by First Bank
Statutory Trust VII, a newly formed Delaware statutory trust affiliate of the
Company ("FBST VII"). Subject to the terms of the Placement Agreement, on
December 14, 2006, FBST VII will issue 50,000 shares of variable rate trust
preferred securities at $1,000 per share in a private placement, and will issue
1,547 shares of common securities to First Banks at $1,000 per share. First
Banks will own all of the common securities of FBST VII. The gross proceeds of
the offering will be used by FBST VII to purchase $51.5 million of variable rate
subordinated debentures from First Banks, maturing on December 15, 2036. The
maturity date of the subordinated debentures may be shortened, at the option of
First Banks, to a date not earlier than December 15, 2011, if certain conditions
are met. The subordinated debentures will be the sole asset of FBST VII. In
connection with the issuance of the FBST VII 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 VII
under the FBST VII preferred securities. Proceeds from the issuance of the
subordinated debentures to FBST VII, net of offering expenses, will be $51.5
million. The distribution rate on the FBST VII preferred securities will be
equivalent to the three-month London Interbank Offering Rate plus 185 basis
points, and is payable quarterly in arrears beginning March 15, 2007. First
Banks intends to use the proceeds from the issuance of the subordinated
debentures to FBST VII for the repayment in full of the $56.9 million of
subordinated debentures that were issued by First Banks to First Preferred III,
as discussed above.
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: December 7, 2006 By: /s/ Allen H. Blake
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Allen H. Blake
President and
Chief Executive Officer