8-K 1 fbi8k10203.txt FORM 8-K 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 January 3, 2003 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) First Banks, Inc. Table of Contents Page ---- Item 5. Other Events and Regulation FD Disclosure...................... 1 SIGNATURES................................................................ 2 Item 5 - Other Events and Regulation FD Disclosure On January 2, 2003, First Banks, Inc., or First Banks, issued a press release announcing completion on December 31, 2002 of the buyout of the publicly held common shares of First Banks America, Inc. or FBA. Prior to the transaction, First Banks owned 93.78% of FBA, and the remaining 6.22% of FBA was held publicly. A copy of the press release is attached as Exhibit 99.3. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST BANKS, INC. By: /s/ James F. Dierberg --------------------------------------- James F. Dierberg Chairman of the Board of Directors and Chief Executive Officer January 3, 2003 (Principal Executive Officer) By: /s/ Allen H. Blake --------------------------------------- Allen H. Blake President, Chief Operating Officer and Acting Chief Financial Officer January 3, 2003 (Principal Financial and Accounting Officer) Exhibit 99.3 PRESS RELEASE FIRST BANKS AMERICA, INC. FIRST BANKS, INC. SAN FRANCISCO, CALIFORNIA ST. LOUIS, MISSOURI Contacts: Terrance M. McCarthy Allen H. Blake Executive Vice President and President and Chief Chief Operating Officer Financial Officer First Banks America, Inc. First Banks, Inc. (314) 592-5000 (314) 592-5000 TRADED: NYSE NASDAQ SYMBOL: FBA FBNKO, FBNKN and FBNKM FOR IMMEDIATE RELEASE First Banks America, Inc. and First Banks, Inc. Jointly Announce Completion of the Buyout of First Banks America, Inc.'s Publicly Held Common Shares St. Louis, Missouri, January 2, 2003. First Banks America, Inc., San Francisco, California ("FBA"), and First Banks, Inc., St. Louis, Missouri ("First Banks") jointly announce completion, on December 31, 2002, of the purchase by First Banks of FBA's publicly held common shares. Prior to completion of the transaction, First Banks owned 93.78% of FBA and the public stockholders owned 6.22%. Pursuant to the previously announced Agreement and Plan of Merger, which was approved by FBA's shareholders, FBA's publicly held shares were purchased for approximately $32.4 million, or $40.54 per share. # # #