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 19, 2008 (February 12, 2008)
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
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.................................................. 1
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT................................................................. 1
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS........................................................... 2
SIGNATURE.............................................................................................. 3
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 12, 2008, First Banks, Inc. ("First Banks" or the "Company")
entered into First and Second Amendments to its existing $125.0 million Secured
Credit Agreement with Wells Fargo Bank, National Association, as Agent ("Wells
Fargo"), JP Morgan Chase Bank, N.A., LaSalle Bank National Association, The
Northern Trust Company, Union Bank of California, N.A., Fifth Third Bank
(Chicago) and U.S. Bank National Association (collectively, "Amended Secured
Credit Agreement"). The terms and conditions of the Secured Credit Agreement,
dated August 8, 2007, provide for a $125.0 million revolving credit facility
that includes: (i) a $5.0 million subfacility for the issuance of standby
letters of credit; (ii) a $10.0 million subfacility for swingline loans (from
Wells Fargo as Swingline Lender); (iii) three-year term loan options that may be
drawn in minimum borrowing amounts of $10.0 million, amortizing with equal
quarterly installments of principal based on a four-year straight-line
amortization schedule and a final maturity of three years from execution of each
term loan, including the $35.0 million term loan outstanding under the previous
credit agreement; and (iv) the right to increase the revolving credit facility
by an amount up to $25.0 million, with a minimum increase of $10.0 million and
additional increments of $5.0 million. The primary modifications, as reflected
in the Amended Secured Credit Agreement, are:
>> Borrower Pledge Agreement - the Amended Secured Credit Agreement is
secured by First Banks' ownership interest in the capital stock of
both The San Francisco Company ("SFC") and Coast Financial Holdings,
Inc. ("CFHI"), which was acquired by First Banks on November 30, 2007,
and all of the capital stock of First Bank owned by SFC and CFHI;
>> Financial Covenants - the financial covenants of the Amended Secured
Credit Agreement with respect to minimum return on assets, maximum
nonperforming assets as a percentage of primary equity capital, and
allowance for loan and lease losses as a percentage of nonperforming
assets were amended as follows: (a) First Banks will maintain a return
on assets not less than 0.70% beginning with the quarter ending
September 30, 2008 and each quarter thereafter; (b) First Banks will
maintain its nonperforming assets at the end of the quarter at an
amount not greater than 25% of primary equity capital for the year
ended December 31, 2007, 30% of primary equity capital for the
quarters ending March 31, 2008 and June 30, 2008, and 20.0% of primary
equity capital for each quarter thereafter; and (c) First Bank shall
maintain its allowance for loan and lease losses at the end of each
quarter at an amount not less than 70% of nonperforming assets for the
year ended December 31, 2007, 60% of nonperforming assets for the
quarters ending March 31, 2008 and June 30, 2008, and 100% of
nonperforming assets for each quarter thereafter. An additional
financial covenant was added to the Amended Secured Credit Agreement
with respect to First Banks' minimum net income as follows: First
Banks' net income shall be at least $55.0 million for the year ended
December 31, 2007, and $3.0 million and $10.0 million for the quarters
ending March 31, 2008 and June 30, 2008, respectively. There is no
minimum net income requirement for quarters ending after June 30,
2008; and
>> Termination Date - the Revolving Credit Termination Date of the
revolving credit facility was changed from August 7, 2008 to September
1, 2008.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See Item 1.01.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number Description
-------------- -----------
10.1 First Amendment to the Secured Credit Agreement,
dated as of February 12, 2008, by and among First
Banks, Inc. and Wells Fargo Bank, National
Association, as Agent, JP Morgan Chase Bank, N.A.,
LaSalle Bank National Association, The Northern
Trust Company, Union Bank of California, N.A. and
Fifth Third Bank (Chicago) - filed herewith.
10.2 Second Amendment to the Secured Credit Agreement,
dated as of February 12, 2008, by and among First
Banks, Inc. and Wells Fargo Bank, National
Association, as Agent, JP Morgan Chase Bank, N.A.,
LaSalle Bank National Association, The Northern
Trust Company, Union Bank of California, N.A.,
Fifth Third Bank (Chicago) and U.S. Bank National
Association - filed herewith.
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 19, 2008 By: /s/ Terrance M. McCarthy
-----------------------------
Terrance M. McCarthy
President and
Chief Executive Officer