-----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, TQ3/Q1ZcDGDz137C/fYLqoPbwlfQtg4OW0DQfma88t0YXmOzYOI/REPxJa0LyD6R fImOEx3LT1wdPJEUuUMMyQ== 0001085204-06-000028.txt : 20060619 0001085204-06-000028.hdr.sgml : 20060619 20060619143958 ACCESSION NUMBER: 0001085204-06-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060614 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060619 DATE AS OF CHANGE: 20060619 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: 06912398 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 fbi8k061906.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 June 19, 2006 (June 14, 2006) 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 June 14, 2006, First Banks, Inc. ("First Banks" or the "Company") entered into a Purchase Agreement with Bear, Stearns & Co. Inc. regarding the issuance of variable rate trust preferred securities by First Bank Statutory Trust VI, a newly formed Delaware statutory trust affiliate of the Company ("FBST VI"). Subject to the terms of the Purchase Agreement, on June 16, 2006, FBST VI issued 25,000 shares of variable rate trust preferred securities at $1,000 per share in a private placement, and issued 774 shares of common securities to First Banks at $1,000 per share. First Banks owns all of the common securities of FBST VI. The gross proceeds of the offering were used by FBST VI to purchase $25.8 million of variable rate subordinated debentures from First Banks, maturing on July 7, 2036. The maturity date of the subordinated debentures may be shortened, at the option of First Banks, to a date not earlier than July 7, 2011 if certain conditions are met. The subordinated debentures are the sole asset of FBST VI. In connection with the issuance of the FBST VI preferred securities, First Banks made certain guarantees and commitments that, in the aggregate, constitute a full and unconditional guarantee by First Banks of the obligations of FBST VI under the FBST VI preferred securities. Proceeds from the issuance of the subordinated debentures to FBST VI, net of offering expenses, were $25.7 million. The distribution rate on the FBST VI preferred securities is equivalent to the three-month London Interbank Offering Rate plus 165 basis points, and is payable quarterly in arrears beginning October 7, 2006. First Banks intends to use the proceeds from the issuance of the subordinated debentures to FBST VI to support future acquisitions as well as for general corporate purposes. 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: June 19, 2006 By: /s/ Steven F. Schepman -------------------------------- Steven F. Schepman Senior Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----