-----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, NK7fTUP6eWm/zZElom3X9QQYChGKuvsCS1N3F30kBDDCYTvrnt3wqWBLGNudIl1j X2rxRQzSqHpzQZGlOD9Xow== 0001085204-07-000055.txt : 20071001 0001085204-07-000055.hdr.sgml : 20071001 20071001114006 ACCESSION NUMBER: 0001085204-07-000055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071001 ITEM INFORMATION: Other Events FILED AS OF DATE: 20071001 DATE AS OF CHANGE: 20071001 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: 071144743 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 fbstx8k10107.txt FORM 8K 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 October 1, 2007 (August 29, 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 8.01 OTHER EVENTS..................................................... 1 SIGNATURE................................................................... 3 ITEM 8.01 OTHER EVENTS. On August 29, 2007, First Banks, Inc. ("First Banks" or the "Company") entered into a Placement Agreement regarding the issuance of variable rate trust preferred securities by First Bank Statutory Trust X, a newly formed Delaware statutory trust affiliate of the Company ("FBST X"). Subject to the terms of the Placement Agreement, on August 31, 2007, FBST X issued 15,000 variable rate trust preferred securities at $1,000 per security in a private placement, and issued 464 common securities to First Banks at $1,000 per security. First Banks owns all of the common securities of FBST X. The gross proceeds of the offering were used by FBST X to purchase $15.5 million of variable rate subordinated debentures from First Banks, maturing on September 15, 2037. The maturity date of the subordinated debentures may be shortened, at the option of First Banks, to a date not earlier than September 15, 2012, if certain conditions are met. The subordinated debentures are the sole asset of FBST X. In connection with the issuance of the FBST X 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 X under the FBST X preferred securities. Proceeds from the issuance of the subordinated debentures to FBST X, net of offering expenses, were $15.5 million. The distribution rate on the FBST X preferred securities is equivalent to the three-month London Interbank Offered Rate ("LIBOR") plus 230.0 basis points, and will be payable quarterly in arrears beginning December 15, 2007. First Banks intends to use the proceeds from the issuance of the subordinated debentures to FBST X to fund pending acquisitions, as well as for general corporate purposes. On September 13, 2007, First Banks entered into a Placement Agreement regarding the issuance of variable rate trust preferred securities by First Bank Statutory Trust IX, a newly formed Delaware statutory trust affiliate of the Company ("FBST IX"). Subject to the terms of the Placement Agreement, on September 20, 2007, FBST IX issued 25,000 variable rate trust preferred securities at $1,000 per security in a private placement, and issued 774 common securities to First Banks at $1,000 per security. First Banks owns all of the common securities of FBST IX. The gross proceeds of the offering were used by FBST IX to purchase $25.8 million of variable rate subordinated debentures from First Banks, maturing on December 15, 2037. The maturity date of the subordinated debentures may be shortened, at the option of First Banks, to a date not earlier than December 15, 2012, if certain conditions are met. The subordinated debentures are the sole asset of FBST IX. In connection with the issuance of the FBST IX 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 IX under the FBST IX preferred securities. Proceeds from the issuance of the subordinated debentures to FBST IX, net of offering expenses, were $25.8 million. The distribution rate on the FBST IX preferred securities is equivalent to the three-month LIBOR plus 225.0 basis points, and will be payable quarterly in arrears beginning December 15, 2007. First Banks intends to use the proceeds from the issuance of the subordinated debentures to FBST IX for general corporate purposes. On September 27, 2007, First Banks entered into a Placement Agreement regarding the issuance of variable rate trust preferred securities by First Bank Statutory Trust XI, a newly formed Delaware statutory trust affiliate of the Company ("FBST XI"). Subject to the terms of the Placement Agreement, on September 28, 2007, FBST XI issued 10,000 variable rate trust preferred securities at $1,000 per security in a private placement, and issued 310 common securities to First Banks at $1,000 per security. First Banks owns all of the common securities of FBST XI. The gross proceeds of the offering were used by FBST XI to purchase $10.3 million of variable rate subordinated debentures from First Banks, maturing on December 15, 2037. The maturity date of the subordinated debentures may be shortened, at the option of First Banks, to a date not earlier than December 15, 2012, if certain conditions are met. The subordinated debentures are the sole asset of FBST XI. In connection with the issuance of the FBST XI 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 XI under the FBST XI preferred securities. Proceeds from the issuance of the subordinated debentures to FBST XI, net of offering expenses, were $10.3 million. The distribution rate on the FBST XI preferred securities is equivalent to the three-month LIBOR plus 285.0 basis points, and will be payable quarterly in arrears beginning December 15, 2007. First Banks intends to use the proceeds from the issuance of the subordinated debentures to FBST XI 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: October 1, 2007 By: /s/ Terrance M. McCarthy ------------------------------------------ Terrance M. McCarthy, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----