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 31, 2008 (December 24, 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 3.02 Unregistered Sales of Equity Securities....................... 1
Item 3.03 Material Modification to Rights of Security Holders........... 1
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.............................. 1
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.................... .............................. 2
Item 9.01 Financial Statements and Exhibits............................. 2
Signatures ................................................................. 4
Item 1.01 Entry into a Material Definitive Agreement.
On December 31, 2008, First Banks, Inc., a bank holding company
headquartered in St. Louis, Missouri (the "Company"), entered into a Letter
Agreement, including a Securities Purchase Agreement - Standard Terms
incorporated therein (collectively, the "Agreement"), with the United States
Department of the Treasury (the "Treasury") pursuant to the Troubled Asset
Relief Program Capital Purchase Program (the "Capital Purchase Program"). A copy
of the Agreement is attached hereto as Exhibit 10.1 and is incorporated herein
by reference. Under the terms of the Agreement, the Company issued to the
Treasury, on December 31, 2008, 295,400 shares of senior preferred stock (Class
C Preferred Stock as defined below) and a warrant (the "Warrant") to acquire up
to 14,784.78478 shares of a separate series of senior preferred stock (Class D
Preferred Stock as defined below) for an aggregate purchase price of $295.4
million, pursuant to the standard Capital Purchase Program terms and conditions
for non-public companies as described and set forth in the Agreement and the
Warrant. Pursuant to the terms of the Warrant, the Treasury exercised the
Warrant on December 31, 2008 and paid the exercise price by having the Company
withhold, from the shares of Class D Preferred Stock (as defined below) that
would otherwise be delivered to the Treasury upon such exercise, shares of Class
D Preferred Stock (as defined below) issuable upon exercise of the Warrant with
an aggregate liquidation amount equal in value to the aggregate exercise price
of $14,784.78. A copy of the Warrant is attached hereto as Exhibit 4.4 and is
incorporated herein by reference. The senior preferred stock and the Warrant
were issued in a private placement exempt from registration pursuant to Section
4(2) of the Securities Act of 1933, as amended.
The Agreement contains limitations on certain actions of the Company,
including, but not limited to, payment of dividends, redemptions and
acquisitions of Company equity securities, and compensation of senior executive
officers.
The foregoing discussion is a summary of material terms and is
qualified in its entirety by the complete provisions of the Agreement and the
other transaction documents. Please refer to the documents incorporated herein
by reference for the complete terms and provisions of the transaction documents,
including limitations on certain actions of the Company.
The Company issued a press release on December 31, 2008 regarding its
entry into the Agreement, a copy of which is attached hereto as Exhibit 99.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under "Item 1.01 - Entry into a Material
Definitive Agreement" is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under "Item 1.01 - Entry into a Material
Definitive Agreement" and "Item 5.03 - Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year" is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e) In connection with the events described above under "Item 1.01 - Entry
into a Material Definitive Agreement," which is incorporated herein by
reference, on December 24, 2008, each of the Company's Senior Executive Officers
entered into an Omnibus Amendment Agreement with the Company for the purpose of
amending each Senior Executive Officer's compensation, bonus, incentive and
other benefit plans, arrangements and agreements (including golden parachute,
severance and employment agreements) in order to comply with executive
compensation and corporate governance requirements of Section 111(b) of the
Emergency Economic Stabilization Act of 2008. A form of the Omnibus Amendment
Agreement is attached hereto as Exhibit 10.3 and is incorporated herein by
reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On December 24, 2008, the Company filed a Certificate of Designation
for the purpose of amending its Restated Articles of Incorporation, as amended,
to eliminate the 2.2 million shares of preferred stock designated as Class C
9.0% Increasing Rate Redeemable Cumulative Preferred Stock (the "Old Class C
Preferred"), par value $1.00 per share. There are no shares of the Old Class C
Preferred outstanding and no such shares shall be issued subject to any
certificate of designation previously filed with respect to such class.
On December 24, 2008, the Company filed Certificates of Designation for
the purpose of amending its Restated Articles of Incorporation, as amended, to
fix the designation and number of shares of such series, and the voting and
other powers, preferences and relative, participating, optional or other rights,
and the qualifications, limitations and restrictions thereof, of the shares of
such series of a new series of up to 295,400 shares of Fixed Rate Cumulative
Perpetual Preferred Stock, Class C, par value $1.00 per share and liquidation
preference of $1,000 per share ("Class C Preferred Stock") and a new series of
up to 14,770 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Class
D, par value $1.00 per share and liquidation preference of $1,000 per share
("Class D Preferred Stock") in connection with the Agreement.
The Certificates of Designation were effective immediately upon filing.
Copies of the Certificates of Designation are attached hereto as Exhibits 4.1,
4.2 and 4.3 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
------ -----------
4.1 Certificate of Designation of First Banks, Inc. with
respect to Class C 9.0% Increasing Rate Redeemable
Cumulative Preferred Stock dated as of December 24, 2008 -
filed herewith.
4.2 Certificate of Designation of First Banks, Inc. with
respect to Class C Fixed Rate Cumulative Perpetual
Preferred Stock dated as of December 24, 2008 - filed
herewith.
4.3 Certificate of Designation of First Banks, Inc. with
respect to Class D Fixed Rate Cumulative Perpetual
Preferred Stock dated as of December 24, 2008 - filed
herewith.
4.4 Warrant to Purchase Shares of First Banks, Inc. Class D
Fixed Rate Cumulative Perpetual Preferred Stock dated as of
December 31, 2008 - filed herewith.
10.1 Letter Agreement including the Securities Purchase
Agreement - Standard Terms incorporated therein, between
First Banks, Inc. and the United States Department of the
Treasury, dated as of December 31, 2008 (as amended by the
Side Letter Agreement between First Banks, Inc. and the
United States Department of the Treasury, dated as of
December 31, 2008, and included herein as Exhibit 10.2) -
filed herewith.
10.2 Side Letter Agreement between First Banks, Inc. and the
United States Department of the Treasury, dated as of
December 31, 2008 - filed herewith.
10.3 Form of Omnibus Amendment Agreement executed by each of
Terrance M. McCarthy, Russell L. Goldammer, Robert S.
Holmes, F. Christopher McLaughlin and Lisa K. Vansickle,
dated as of December 24, 2008 - filed herewith.
99 Press release issued on December 31, 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 31, 2008 By: /s/ Terrance M. McCarthy
-------------------------------------
Terrance M. McCarthy
President and
Chief Executive Officer