-----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, CqCK+QSF6zAUiwX7NK+63yZ0dPDp3Ss6FHTavcQphCfvczaWOpL11SSHuwBBus3e mgt7mDK6pUn3Whn3+3TpeQ== 0001085204-07-000029.txt : 20070405 0001085204-07-000029.hdr.sgml : 20070405 20070405121657 ACCESSION NUMBER: 0001085204-07-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070402 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: 20070405 DATE AS OF CHANGE: 20070405 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: 07751147 BUSINESS ADDRESS: STREET 1: 135 N MERAMEC CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148544600 MAIL ADDRESS: STREET 1: 135 N MERAMEC CITY: ST LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANKS INC DATE OF NAME CHANGE: 19940805 8-K 1 fbi8k040507.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 April 5, 2007 (April 2, 2007) 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS..................................................................... 1 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS............................................ 1 SIGNATURE............................................................................... 2
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. (b) (c) and (e) Mr. Steven F. Schepman resigned his position as Senior Vice President and Chief Financial Officer of First Banks, Inc. ("First Banks" or the "Company"), following his promotion to Executive Vice President and Director of Corporate Development and Business Segments of First Banks, effective April 2, 2007. Mr. Schepman will continue to serve as a Director of First Banks, a position he has held since July 2004. Upon acceptance of Mr. Schepman's resignation as Chief Financial Officer, the Board of Directors (the "Board") of First Banks appointed Ms. Lisa K. Vansickle as Senior Vice President and Chief Financial Officer of First Banks, effective April 2, 2007. Ms. Vansickle, 39, joined the Company as Vice President and Director of Internal Audit of First Banks in December 1997. In April 1999, Ms. Vansickle assumed her current position as Senior Vice President and Controller of First Banks. Prior to joining First Banks, Ms. Vansickle was a certified public accountant with KPMG LLP in St. Louis, Missouri, from 1989 to 1997, most recently as a Senior Audit Manager in the Financial Services Practice. Ms. Vansickle will continue to serve as a Director of First Bank, the Company's principal subsidiary, a position she has held since July 2001. First Banks has oral and at will employment arrangements with Mr. Schepman and Ms. Vansickle. Mr. Schepman and Ms. Vansickle are eligible to receive discretionary cash bonuses and are also eligible to participate in the Company's benefit programs generally available to other employees. As of March 30, 2007, Mr. Schepman was awarded a discretionary cash bonus in the amount of $35,000. In addition, in the future Ms. Vansickle will receive residual amounts previously earned under compensation plans in which she participated prior to April 2, 2007. Attached as an exhibit hereto is a news release reporting Mr. Schepman's resignation as Chief Financial Officer and Ms. Vansickle's appointment as Chief Financial Officer issued by the Company on April 3, 2007. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit Number Description -------------- ----------- 99 Press Release issued by First Banks, Inc. on April 3, 2007. 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: April 5, 2007 By: /s/ Terrance M. McCarthy ---------------------------- Terrance M. McCarthy President and Chief Executive Officer EX-99 2 exb9940507.txt EXHIBIT 99 Exhibit 99 First Banks, Inc. St. Louis, Missouri Contact: Terrance M. McCarthy President and Chief Executive Officer First Banks, Inc. (314) 592-5000 Traded: NYSE Symbol: FBSPrA - (First Preferred Capital Trust IV, an affiliated trust of First Banks, Inc.) FOR IMMEDIATE RELEASE: First Banks, Inc. Announces Executive Realignment and Promotions St. Louis, Missouri, April 3, 2007. Terrance M. McCarthy, President and Chief Executive Officer of First Banks, Inc. ("First Banks" or the "Company"), is pleased to announce several key management changes and promotions within First Banks. Steven F. Schepman has been promoted to Executive Vice President and Director of Corporate Development and Business Segments of First Banks, effective April 2, 2007. In his new position, Mr. Schepman will have primary responsibility for strategic planning and acquisitions, including acquiring banks and business lines in the Company's target markets. Mr. Schepman will also be the executive in charge of many of the Company's key lines of business, including Adrian N. Baker and Company--an insurance brokerage agency, Universal Premium Acceptance Corporation--an insurance premium finance company, Missouri Valley Partners, Inc.--an institutional asset management company, and oversight of First Bank's broad wealth management segments, including brokerage, trust, investment management and private banking. Mr. Schepman will continue to serve as a member of the Board of Directors of First Banks, a position he has held since July 2004. Mr. Schepman has been with First Banks since May 1999 and has served as Chief Financial Officer of First Banks since August 2005. Mr. Schepman was previously Senior Vice President and Director of Wealth Management from November 2000 to August 2005. Lisa K. Vansickle has been promoted to Senior Vice President and Chief Financial Officer of First Banks, effective April 2, 2007, replacing Mr. Schepman. Ms. Vansickle joined First Banks as Director of Internal Audit in December 1997. In April 1999, Ms. Vansickle assumed her current position as Senior Vice President and Controller of First Banks. Prior to joining First Banks, she was a certified public accountant with KPMG LLP in St. Louis, Missouri, from 1989 to 1997, most recently as a Senior Audit Manager in the Financial Services Practice. As Chief Financial Officer, Ms. Vansickle will primarily be responsible for financial reporting, management accounting, purchasing and accounts payable functions, along with supervision of the Tax Division of the Company. In this role, Ms. Vansickle will also actively participate in the strategic planning, corporate direction and growth objectives of the Company. Ms. Vansickle will continue to serve as a Director of First Bank. F. Christopher McLaughlin has assumed additional responsibilities as Director of Retail for First Banks, effective April 2, 2007. Mr. McLaughlin joined First Banks in September 2003 as Executive Vice President and Director of Sales, Marketing and Products. Mr. McLaughlin will continue those duties while also assuming primary responsibility for all of the retail business segments throughout the Company. First Banks' regional retail executives in California, Illinois, Missouri and Texas will report directly to Mr. McLaughlin. Mr. McLaughlin will also continue in his role as a Director of First Bank. Prior to joining First Banks, Mr. McLaughlin served in several management posts with HSBC Bank USA and its predecessor, Marine Midland Bank. His most recent role with HSBC Bank USA was Executive Vice President of the Personal Banking Division, which included oversight of a 400 branch network. Mr. McCarthy said, "I congratulate these executives on their successes and contributions to First Banks and wish them well as they assume their new and expanded roles in the Company. I am very pleased that we were able to identify and expand the responsibilities of these talented executives within First Banks. As we have crossed the milestone of $10 billion in assets, we will look to these key executives along with the rest of our outstanding management team to take us to $20 billion and beyond." 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 December 31, 2006, First Banks reported consolidated assets of $10.16 billion and currently operates 195 branch banking offices in California, Illinois, Missouri 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, 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-----