8-K 1 fbi8k090105.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 September 1, 2005 (August 31, 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 8.01 OTHER EVENTS.............................................. 1 SIGNATURE............................................................. 2 ITEM 8.01 OTHER EVENTS. On August 31, 2005, a Notice of Optional Redemption was distributed by U.S. Bank National Association, as Trustee, to holders of the First Preferred Capital Trust II ("First Preferred II") 10.24% cumulative trust preferred securities indicating First Banks, Inc.'s ("First Banks" or the "Company") intention to redeem in full the outstanding First Preferred II trust preferred securities on September 30, 2005 (the "Redemption Date") at the liquidation value of $25 per preferred security, together with distributions accumulated and unpaid to the Redemption Date. In conjunction with this transaction, First Banks will payoff in full the $59.3 million of 10.24% subordinated debentures that were issued by First Banks to First Preferred II in October 2000, thereby providing funds for the redemption of the trust preferred securities. From and after September 30, 2005, distributions on the First Preferred II trust preferred securities shall cease to accrue and the First Preferred II trust preferred securities will cease to be entitled to any lien, benefit or security under the governing documents. The trust preferred securities of First Preferred II are traded on the Nasdaq National Market System under the ticker symbol "FBNKN." 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: September 1, 2005 By: /s/ Allen H. Blake ----------------------------------------- Allen H. Blake President and Chief Executive Officer