0001085204-01-500047.txt : 20011101 0001085204-01-500047.hdr.sgml : 20011101 ACCESSION NUMBER: 0001085204-01-500047 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST PREFERRED CAPITAL TRUST III CENTRAL INDEX KEY: 0001160436 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-20632-03 FILM NUMBER: 1771521 BUSINESS ADDRESS: STREET 1: 600 JAMES S MCDONNELL BLVD STREET 2: MS 014 CITY: HAZELWOOD STATE: MS ZIP: 53042 BUSINESS PHONE: 3145926618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANKS INC CENTRAL INDEX KEY: 0000710507 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 431175538 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-20632 FILM NUMBER: 1771519 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 8-A12G 1 form8a12g01.txt FORM 8-A UNITED STATES 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 III (Exact name of Registrant as (Exact name of Co-Registrant as specified in its charter) specified in its charter) Missouri Delaware (State of incorporation (State of incorporation or organization) or organization) 43-1175538 43-6871449 (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) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered None None 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: 333-71652 and 333-71652-01 (if applicable) 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) 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 III, 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 the Registration Statement on Form S-2 (the "Registration Statement") of First Banks, Inc. and First Preferred Capital Trust III (Registration No.'s 333-71652 and 333-71652-01), previously filed with the Securities and Exchange Commission (the "Commission") on October 16, 2001, 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 III (incorporated herein by reference to Exhibit 4.3 to the Registration Statement). *2.2(a) Trust Agreement of First Preferred Capital Trust III (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 III (incorporated herein by reference to Exhibit 4.5 to the Registration Statement). *2.3 Form of Preferred Security Certificate of First Preferred Capital Trust III (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). *2.4 Form of Preferred Securities Guarantee Agreement for First Preferred Capital Trust III (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 an Exhibit 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 an Exhibit to Exhibit 4.5 to the Registration Statement). * Incorporated by reference as indicated pursuant to Rule 12b-32. SIGNATURES ---------- Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of St. Louis, State of Missouri on October 31, 2001. 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 III has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of St. Louis, State of Missouri on October 31, 2001. FIRST PREFERRED CAPITAL TRUST III By: /s/James F. Dierberg -------------------------------------- James F. Dierberg Trustee By: /s/Allen H. Blake -------------------------------------- Allen H. Blake Trustee By: /s/Lisa K. Vansickle -------------------------------------- Lisa K. Vansickle Trustee