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
November 16, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.................... 1
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS............................. 1
SIGNATURE................................................................ 2
Item 1.01 Entry into a Material Definitive Agreement.
First Bank, a wholly owned subsidiary of First Banks, Inc. ("First Banks"
or the "Company") headquartered in St. Louis, Missouri, entered into a Purchase
and Assumption Agreement (the "Agreement"), dated November 11, 2009, with
FirstMerit Bank, N.A. ("FirstMerit"), a wholly-owned subsidiary of FirstMerit
Corporation headquartered in Akron, Ohio, that provides for the sale of certain
assets and the transfer of certain liabilities of its Chicago franchise to
FirstMerit. Under the terms of the Agreement, FirstMerit is to purchase
approximately $315.0 million of loans as well as certain other assets, including
premises and equipment, associated with First Bank's Chicago operations.
FirstMerit is also to assume all of the deposits associated with First Bank's 24
Chicago retail branches, including certain commercial deposit relationships, for
a premium of 3.5%, or approximately $42.0 million based on $1.20 billion of such
deposits at September 30, 2009. In conjunction with this transaction, on
November 11, 2009, First Bank Business Capital, Inc., First Bank's wholly owned
asset based lending subsidiary, entered into a Loan Purchase Agreement that
provides for the sale of certain loans to FirstMerit. Under the terms of the
agreement, FirstMerit is to purchase approximately $100.0 million in loans at a
discount of approximately 8.5%. The acquired loans and deposits represent
approximately 5.3% and 13.8% of First Bank's total loans and deposits at
September 30, 2009, respectively. The transaction associated with the Chicago
branches, which is subject to regulatory approvals and certain closing
conditions, is expected to be completed during the first quarter of 2010. The
loan purchase transaction, which is subject to 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 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
------ -----------
99 Press Release issued on November 11, 2009 announcing the
upcoming sale of the Chicago branches - 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: November 16, 2009 By: /s/ Terrance M. McCarthy
---------------------------------
Terrance M. McCarthy
President and
Chief Executive Officer