-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PN30qCawHxdhV/eg/4lmBNkL1ArGhotV64F8sDj561yU4ekhCVLbN0mTmb5IHZyw tIypTnngMXUgKir7Vyr8JA== /in/edgar/work/0001068800-00-000365/0001068800-00-000365.txt : 20001011 0001068800-00-000365.hdr.sgml : 20001011 ACCESSION NUMBER: 0001068800-00-000365 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANKS INC CENTRAL INDEX KEY: 0000710507 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 431175538 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-20632 FILM NUMBER: 737102 BUSINESS ADDRESS: STREET 1: 135 N MERAMEC AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148544600 MAIL ADDRESS: STREET 1: 135 N MERAMEC AVE CITY: ST LOUIS STATE: MO ZIP: 63105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST PREFERRED CAPITAL TRUST II CENTRAL INDEX KEY: 0001123579 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-20632-02 FILM NUMBER: 737103 BUSINESS ADDRESS: STREET 1: 135 N MERAMEC AVE CITY: CLAYTON STATE: MO ZIP: 63105 BUSINESS PHONE: 3148544600 MAIL ADDRESS: STREET 1: 135 N MERAMEC AVE CITY: CLAYTON STATE: MO ZIP: 63105 8-A12G 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 FIRST BANKS, INC. FIRST PREFERRED CAPITAL TRUST II (Exact name of Registrant as (Exact name of Co-Registrant specified in its charter) as specified in its charter) MISSOURI DELAWARE (State of incorporation (State of incorporation or organization) or organization) 43-1175538 43-6852878 (I.R.S. Employer (I.R.S. Employer Identification No.) Identification No.) 135 North Meramec, Clayton, Missouri 63105 (314) 854-4600 (Address, including zip code, and telephone number, including area code, of registrant's and co-registrant's principal executive office) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X] Securities Act registration statement file number to which this form relates: 333-46270 and 333-46270-01 (if applicable) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class to be so registered Name of each exchange on which each class is to be registered None None SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: ____% Cumulative Trust Preferred Securities (and the Guarantee of First Banks, Inc. with respect thereto) (Title of class) Page 1 Item 1. Description of Registrant's Securities to be Registered For a full description of the _______% Cumulative Trust Preferred Securities (the "Preferred Securities"), of First Preferred Capital Trust II, a statutory business trust created under the laws of the State of Delaware ("the Trust"), and the guarantee with respect to the Preferred Securities issued by First Banks, Inc., a Missouri corporation (the "Company"), both of which are being registered hereby, reference is made to the information contained under the captions "Description of the Preferred Securities," "Description of the Subordinated Debentures," and "Description of the Guarantee" in (i) the prospectus that forms part of Amendment No. 1 to the Registration Statement on the Form S-2 (the "Registration Statement") of First Banks, Inc. and First Preferred Capital Trust II (Registration No.'s 333-46270 and 333-46270-01), previously filed with the Securities and Exchange Commission (the "Commission") on October 6, 2000, under the Securities Act of 1933, as amended (the "Securities Act"), and (ii) the related final form of prospectus to be filed with the Commission under Rule 430A of the Securities Act, which descriptions are incorporated herein by reference. Any statement contained in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that another document incorporated herein by reference modifies or supersedes such previous statement. Item 2. Exhibits The following exhibits are filed as part of this Registration Statement on Form 8-A: 2.1 Certificate of Trust of First Preferred Capital Trust II (incorporated herein by reference to Exhibit 4.3 to the Registration Statement). 2.2(a) Trust Agreement of First Preferred Capital Trust II (incorporated herein by reference to Exhibit 4.4 to the Registration Statement). 2.2(b) Form of Amended and Restated Trust Agreement of First Preferred Capital Trust II (incorporated herein by reference to Exhibit 4.5 to the Registration Statement). 2.3 Form of Preferred Security Certificate of First Preferred Capital Trust II (incorporated herein by reference to Exhibit 4.6 to the Registration Statement, which is included as an Exhibit to Exhibit 4.5 to the Registration Statement). Page 2 2.4 Form of Preferred Securities Guarantee Agreement for First Preferred Capital Trust II (incorporated herein by reference to Exhibit 4.7 to the Registration Statement). 2.5 Form of Indenture (incorporated herein by reference to Exhibit 4.1 to the Registration Statement). 2.6 Form of Subordinated Debenture (incorporated herein by reference to Exhibit 4.2 to the Registration Statement, which is included as Exhibit 4 to Exhibit 4.1 to the Registration Statement). 2.7 Form of Agreement as to Expenses and Liabilities (incorporated herein by reference to Exhibit 4.8 to the Registration Statement, which is included as Exhibit C to Exhibit 4.5 to the Registration Statement). [FN] Incorporated by reference as indicated pursuant to Rule 12b-32. Page 3 SIGNATURES ---------- Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of St. Louis, State of Missouri on October 10, 2000. FIRST BANKS, INC. By: /s/ James F. Dierberg ------------------------------- James F. Dierberg Chairman of the Board and Chief Executive Officer Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, First Preferred Capital Trust II has duly caused this registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of St. Louis, State of Missouri on October 10, 2000. FIRST PREFERRED CAPITAL TRUST II By: /s/ Allen H. Blake ------------------------------- Allen H. Blake Trustee By: /s/ Frank H. Sanfilippo ------------------------------- Frank H. Sanfilippo Trustee By: /s/ Lisa K. Vansickle ------------------------------- Lisa K. Vansickle Trustee Page 4 -----END PRIVACY-ENHANCED MESSAGE-----