-----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, IX0HMjSD0UoEEmHn3553Rrtjt6l33vVJ1tUh0y7Gl9WInQ8UfiLw6ipWFE6fZ8iO pZxctHZ1hzkOK+gEXYi9YQ== 0001085204-05-000029.txt : 20050831 0001085204-05-000029.hdr.sgml : 20050831 20050831152813 ACCESSION NUMBER: 0001085204-05-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050630 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050831 DATE AS OF CHANGE: 20050831 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31610 FILM NUMBER: 051061781 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-K 1 fbi8k83105.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 August 31, 2005 (August 29, 2005) 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ( ) Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ( ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ( ) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ( ) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
FIRST BANKS, INC. TABLE OF CONTENTS Page ---- ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT................................ 1 ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS......................................... 1 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS......................................... 1 SIGNATURE............................................................................... 2
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. See Item 5.02. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (b) On August 29, 2005, Allen H. Blake, President, Chief Executive Officer and Chief Financial Officer of First Banks, Inc. ("First Banks" or the "Company"), resigned his position as Chief Financial Officer of First Banks, a position he held from 1984 to September 1999 and since May 2001. Mr. Blake continues in his existing position as President and Chief Executive Officer of First Banks. (c) On August 29, 2005, the Board of Directors of First Banks appointed Steven F. Schepman as Senior Vice President and Chief Financial Officer of First Banks. Steven F. Schepman, age 33, has served as a Director of First Banks since July 2004 and previously served as a Director of First Banks' wholly owned subsidiary bank, First Bank, from April 2001 to October 2004. Most recently Mr. Schepman served as Senior Vice President of First Bank's Private Banking, Wealth Management and Trust Services groups, a position he held since November 2000. Mr. Schepman was employed in various other senior management capacities with First Banks from May 1999 to November 2000. Prior to joining First Banks, Mr. Schepman was employed as a certified public accountant within the Financial Services Audit Practice of KPMG LLP in San Francisco, California, from August 1997 to March 1999. He also served as a Consultant with Price Waterhouse LLP from January 1996 to March 1997. Mr. Schepman is the son-in-law of Mr. James F. Dierberg, Chairman of the Board of Directors of First Banks. The voting stock of First Banks is owned by various trusts created by and administered by and for the benefit of Mr. James F. Dierberg and members of his immediate family. Mr. Dierberg and his family, therefore, control First Banks' management and policies. First Banks has an oral and at will employment arrangement with Mr. Schepman. Mr. Schepman currently receives an annual salary of $170,000 and is eligible to participate in the Company's performance-based incentive compensation plans as well as other standard employee benefits. On August 31, 2005, First Banks issued a press release announcing the resignation of Mr. Blake as Chief Financial Officer and the appointment of Mr. Schepman as Senior Vice President and Chief Financial Officer. A copy of the press release is attached as Exhibit 99 and is incorporated herein by this reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit Number Description -------------- ----------- 99 Press release issued by First Banks, Inc. on August 31, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST BANKS, INC. Date: August 31, 2005 By: /s/ Allen H. Blake ------------------------------------------ Allen H. Blake President and Chief Executive Officer EX-99 2 fbi8kex99805.txt PRESS RELEASE Exhibit 99 First Banks, Inc. St. Louis, Missouri Contact: Allen H. Blake Terrance M. McCarthy President and Senior Executive Vice President and Chief Executive Officer Chief Operating Officer First Banks, Inc. First Banks, Inc. (314) 592-5000 (314) 592-5000 Traded: NASDAQ Symbol: FBNKN - (First Preferred Capital Trust II, an affiliated trust of First Banks, Inc.) FBNKM - (First Preferred Capital Trust III, an affiliated trust of First Banks, Inc.) Traded: NYSE Symbol: FBSPrA - (First Preferred Capital Trust IV, an affiliated trust of First Banks, Inc.) FOR IMMEDIATE RELEASE: FIRST BANKS, INC. ANNOUNCES THE APPOINTMENT OF STEVEN F. SCHEPMAN AS CHIEF FINANCIAL OFFICER St. Louis, Missouri, August 31, 2005. First Banks, Inc. ("First Banks" or the "Company") announced today the appointment of Steven F. Schepman as Senior Vice President and Chief Financial Officer of First Banks, effective August 29, 2005. Allen H. Blake, President and Chief Executive Officer of First Banks, relinquished his role as the Chief Financial Officer, effective August 29, 2005. Mr. Blake, a 20-year veteran of First Banks, held the position of Chief Financial Officer from 1984 to September 1999 and since May 2001. Allen H. Blake, President and Chief Executive Officer of First Banks, said, "Steve will be a valuable addition to First Banks' financial management function. In addition to his background in accounting and auditing, he has managed various other areas within First Banks. This has provided him with a unique breadth of experience and knowledge of the Company to bring to his new responsibilities. We look forward to working with him in his new capacity." Steven F. Schepman, Senior Vice President and Chief Financial Officer of First Banks, said, "I'm looking forward to playing a broader role within First Banks as we continue our long term plan of being a premier financial services organization that is family owned and here to stay." Mr. Schepman has served as a Director of First Banks since July 2004 and most recently served as Senior Vice President of Private Banking, Wealth Management and Trust Services of First Bank, a position he has held since November 2000. In this role, Mr. Schepman was responsible for the oversight of the Company's brokerage, trust, insurance and private banking products and services. Mr. Schepman also served as a Director of First Banks' wholly owned subsidiary bank, First Bank, from April 2001 to October 2004, and has been employed in various other senior management capacities with the Company since May 1999. Mr. Schepman received his Bachelor of Science degree in Business Administration from the University of Richmond, in Richmond, Virginia, and his certified public accountant certification from the state of California in 1998. Prior to joining First Banks, he was a certified public accountant with KPMG LLP in San Francisco, California, where he was employed in various capacities within the Financial Services Audit Practice from August 1997 to March 1999. He also served as a Consultant with Price Waterhouse LLP from January 1996 to March 1997. A native of St. Louis, Mr. Schepman is a member of the Board of Directors of Forest Park Forever and active in other philanthropic and social organizations. In his role as Chief Financial Officer, Mr. Schepman will be responsible for overseeing the Accounting and Finance functions of First Banks and actively participating in the strategic planning, corporate direction and growth of the Company, in addition to ensuring the Company's compliance with the Sarbanes-Oxley Act of 2002. First Banks is one of the largest privately-held bank holding companies in the United States, with headquarters in St. Louis County, Missouri. As of June 30, 2005, First Banks reported consolidated assets of $8.78 billion and currently operates 170 branch banking offices in Missouri, Illinois, California and Texas. # # # This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about First Banks' plans, objectives, estimates or projections with respect to our future financial condition, expected or anticipated revenues with respect to our results of operations and our business, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of First Banks' management and are subject to significant risks and uncertainties which may cause actual results to differ materially from those contemplated in the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: increased competition and its effect on pricing, spending, third-party relationships and revenues; and the risk of new and changing regulation. Additional factors which may cause First Banks' results to differ materially from those described in the forward-looking statements may be found in First Banks' most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission ("SEC") and available at the SEC's internet site (http://www.sec.gov). The forward-looking statements in this press release speak only as of the date of the press release, and First Banks does not assume any obligation to update the forward-looking statements or to update the reasons why actual results could differ from those contained in the forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----