8-A12B 1 form8a.txt FORM 8-A12B 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 IV (Exact name of Registrant (Exact name of Co-Registrant as specified in its charter) as specified in its charter) Missouri Delaware (State of incorporation (State of incorporation or organization) or organization) 43-1175538 81-6111446 (I.R.S. Employer Identification No.) (I.R.S. Employer 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 ____% Cumulative Trust Preferred Securities New York Stock Exchange (and the Guarantee of First Banks, Inc. with respect thereto) 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. [X] 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. [ ] Securities Act registration statement file number to which this form relates: 333-102549. Securities to be registered pursuant to Section 12(g) of the Act: None (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 IV, a statutory 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 IV (Registration Nos. 333-102549 and 333-102549-01), previously filed with the Securities and Exchange Commission (the "Commission") on January 16, 2003, 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 424(b) 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 IV (incorporated herein by reference to Exhibit 4.3 to the Registration Statement). *2.2(a) Trust Agreement of First Preferred Capital Trust IV (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 IV (incorporated herein by reference to Exhibit 4.5 to the Registration Statement). *2.3 Form of Preferred Security Certificate of First Preferred Capital Trust IV (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 IV (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 February 27, 2003. FIRST BANKS, INC. By:/s/ Allen H. Blake -------------------------------------------- Allen H. Blake Director and President, Chief Financial Officer and Secretary Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, First Preferred Capital Trust IV 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 February 27, 2003. FIRST PREFERRED CAPITAL TRUST IV By: /s/ Allen H. Blake -------------------------------------------- Allen H. Blake Administrative Trustee By: /s/ Terrance M. McCarthy -------------------------------------------- Terrance M. McCarthy Administrative Trustee By: /s/ Lisa K. Vansickle -------------------------------------------- Lisa K. Vansickle Administrative Trustee