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 22, 2008 (December 16, 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS................................ 1
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS............................... 1
SIGNATURE ................................................................ 2
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(b) On December 16, 2008, the Board of Directors of First Banks, Inc.
(the "Company") elected Mr. Allen H. Blake and Mr. James A. Cooper to
the Company's Board of Directors, effective immediately.
Mr. Blake previously served as a Director of the Company from 1988 to
March 2007, President of the Company from October 1999 to March 2007,
Chief Executive Officer of the Company from April 2003 to March 2007,
and Chief Financial Officer of the Company from February 1984 to
September 1999 and from May 2001 to August 2005. Mr. Blake announced
his retirement and resigned his positions as Director, President and
Chief Executive Officer of the Company effective March 31, 2007. See
discussion regarding compensation arrangements between the Company
and Mr. Blake prior to his retirement in "Item 12 - Executive
Compensation" of the Company's Amendment No. 1 to its Annual Report
on Form 10-K as of and for the year ended December 31, 2007 (the
"Amended Form 10-K"). In addition, Mr. Blake received the second of
ten installment distribution payments from his vested participant
account balance in the Company's Nonqualified Deferred Compensation
Plan in the amount of $150,000 in 2008.
Mr. Cooper has served as Managing Partner of Thompson Street Capital
Partners since 2000. Thompson Street Capital Partners manages
approximately $445 million in private equity, investing in
middle-market manufacturing, distribution and service companies.
Since January 1, 2007, the Company, through its subsidiaries First
Bank and First Bank Business Capital, Inc., has engaged in
transactions in the ordinary course of business with Mr. Cooper and
the entities with which he is associated. All loans, loan commitments
and other banking services in connection with these transactions were
made in the ordinary course of business, on substantially the same
terms, including current interest rates and collateral, as those
prevailing at the time for comparable transactions with others not
related to the lender and did not involve more than the normal risk
of collectibility or present other unfavorable features. The Company
expects that Mr. Cooper will be elected to the Audit Committee of the
Board of Directors in early 2009, subject to the formal nomination
and approval by the Company's Board of Directors.
Mr. Blake and Mr.Cooper will receive compensation for their services
as directors consistent with that of the Company's other non-employee
directors, as more fully described in the Company's Amended Form
10-K.
On December 22, 2008, the Company issued a press release announcing
the election of the two new directors. A copy of the press release
is attached hereto as Exhibit 99.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number Description
-------------- -----------
99 Press release dated as of December 22, 2008 -
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: December 22, 2008 By: /s/ Terrance M. McCarthy
-------------------------------------
Terrance M. McCarthy
President and
Chief Executive Officer