0001085204-01-500048.txt : 20011101
0001085204-01-500048.hdr.sgml : 20011101
ACCESSION NUMBER: 0001085204-01-500048
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: 000-20632-04
FILM NUMBER: 1771523
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: 1771522
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