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
August 10, 2009
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
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS............................. 1
SIGNATURE................................................................ 2
Item 8.01 Other Events.
On August 7, 2009, First Bank, a wholly owned subsidiary of First Banks,
Inc. ("First Banks" or the "Company"), entered into a Purchase and Assumption
Agreement (the "Agreement") with Sterling Bank, headquartered in Houston, Texas,
providing for the sale of certain assets and the transfer of certain liabilities
of its Texas franchise to Sterling Bank. Under the terms of the Agreement,
Sterling Bank is to assume approximately $500.0 million of deposits associated
with First Bank's 19 Texas retail branches, including certain commercial deposit
relationships, for a premium of 6.0%, or approximately $30.0 million. Sterling
Bank is also expected to purchase in excess of $230.0 million of loans as well
as certain other assets, including premises and equipment associated with First
Bank's Texas operations. The transaction, which is subject to regulatory
approvals and certain closing conditions, is expected to be completed during the
fourth quarter of 2009.
First Banks issued a press release announcing the transaction, a copy of
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
First Banks intends to defer its regularly scheduled interest payments on
its outstanding junior subordinated notes relating to its $345.0 million of
trust preferred securities. The terms of the junior subordinated notes and the
related trust indentures allow the Company to defer such payments of interest
for up to 20 consecutive quarterly periods without default or penalty. During
the deferral period, the respective trusts will suspend the declaration and
payment of dividends on the trust preferred securities.
The deferral of these payments is to begin with the regularly scheduled
quarterly interest payments that would otherwise have been made in September and
October of this year. The Company will send notices to the appropriate parties
under each of the respective indentures.
During the deferral period, the Company may not, among other things and
with limited exceptions, pay cash dividends on or repurchase its common stock or
preferred stock nor make any payment on outstanding debt obligations that rank
equally with or junior to the junior subordinated notes. Accordingly, the
Company also intends to suspend the payment of cash dividends on its outstanding
common stock and preferred stock. The Company expects that its deferral of
interest on the junior subordinated notes and its suspension of cash dividends
on its common stock and preferred stock will preserve approximately $8.0 million
per quarter based upon the interest and dividend payments completed in the first
and second quarters of 2009.
The Company issued a press release announcing its intention to defer
interest payments on its junior subordinated notes and its intention to suspend
cash dividends on its outstanding common stock and preferred stock as part of
its capital optimization plan, a copy of which is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
------ -----------
99.1 Press Release issued on August 10, 2009 announcing the
upcoming sale of the Texas branches - filed herewith.
99.2 Press Release issued on August 10, 2009 announcing the
intention to defer interest payments on the junior
subordinated notes and the intention to suspend cash
dividends on the outstanding common stock and preferred
stock - 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: August 10, 2009 By: /s/ Terrance M. McCarthy
---------------------------------
Terrance M. McCarthy
President and
Chief Executive Officer