-----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, Q97kmoFl5IQuDS4+/4DdUtkP71bxwLWjR6//CZCE1hDClj/7BoPSV/bx2v1qnjGA NLqslpixiqYIojd79qrjtw== 0001445116-08-000005.txt : 20081222 0001445116-08-000005.hdr.sgml : 20081222 20081222171016 ACCESSION NUMBER: 0001445116-08-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081216 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: 20081222 DATE AS OF CHANGE: 20081222 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: 081264535 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 fbi8k122208.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 December 22, 2008 (December 16, 2008) 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) On December 16, 2008, the Board of Directors of First Banks, Inc. (the "Company") elected Mr. Allen H. Blake and Mr. James A. Cooper to the Company's Board of Directors, effective immediately. Mr. Blake previously served as a Director of the Company from 1988 to March 2007, President of the Company from October 1999 to March 2007, Chief Executive Officer of the Company from April 2003 to March 2007, and Chief Financial Officer of the Company from February 1984 to September 1999 and from May 2001 to August 2005. Mr. Blake announced his retirement and resigned his positions as Director, President and Chief Executive Officer of the Company effective March 31, 2007. See discussion regarding compensation arrangements between the Company and Mr. Blake prior to his retirement in "Item 12 - Executive Compensation" of the Company's Amendment No. 1 to its Annual Report on Form 10-K as of and for the year ended December 31, 2007 (the "Amended Form 10-K"). In addition, Mr. Blake received the second of ten installment distribution payments from his vested participant account balance in the Company's Nonqualified Deferred Compensation Plan in the amount of $150,000 in 2008. Mr. Cooper has served as Managing Partner of Thompson Street Capital Partners since 2000. Thompson Street Capital Partners manages approximately $445 million in private equity, investing in middle-market manufacturing, distribution and service companies. Since January 1, 2007, the Company, through its subsidiaries First Bank and First Bank Business Capital, Inc., has engaged in transactions in the ordinary course of business with Mr. Cooper and the entities with which he is associated. All loans, loan commitments and other banking services in connection with these transactions were made in the ordinary course of business, on substantially the same terms, including current interest rates and collateral, as those prevailing at the time for comparable transactions with others not related to the lender and did not involve more than the normal risk of collectibility or present other unfavorable features. The Company expects that Mr. Cooper will be elected to the Audit Committee of the Board of Directors in early 2009, subject to the formal nomination and approval by the Company's Board of Directors. Mr. Blake and Mr.Cooper will receive compensation for their services as directors consistent with that of the Company's other non-employee directors, as more fully described in the Company's Amended Form 10-K. On December 22, 2008, the Company issued a press release announcing the election of the two new directors. A copy of the press release is attached hereto as Exhibit 99. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit Number Description -------------- ----------- 99 Press release dated as of December 22, 2008 - filed herewith. 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: December 22, 2008 By: /s/ Terrance M. McCarthy ------------------------------------- Terrance M. McCarthy President and Chief Executive Officer EX-99 2 fbix99122208.txt EXHIBIT 99 Exhibit 99 First Banks, Inc. St. Louis, Missouri Contacts: Terrance M. McCarthy Lisa K. Vansickle President and Senior Vice President and Chief Executive Officer Chief Financial Officer First Banks, Inc. First Banks, Inc. (314) 592-5000 (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 Election of Two New External Directors St. Louis, Missouri, December 22, 2008. First Banks, Inc. ("First Banks" or the "Company") is pleased to announce the nomination and appointment of Mr. Allen H. Blake and Mr. James A. Cooper to its Board of Directors, increasing the composition of the Board to eight members effective December 16, 2008. Mr. Blake previously served as a Director of the Company from 1988 to March 2007, President of the Company from October 1999 to March 2007, Chief Executive Officer of the Company from April 2003 to March 2007, and Chief Financial Officer of the Company from February 1984 to September 1999 and from May 2001 to August 2005. Mr. Blake announced his retirement and resigned his positions as Director, President and Chief Executive Officer of the Company effective March 31, 2007. James F. Dierberg, Chairman of the Board of First Banks, said, "We are excited to welcome Allen back to the Board. Allen's contributions to First Banks throughout his 23 years with the Company were immeasurable. His financial and operational expertise in the financial services industry will bring significant value to the Company, especially in these historic economic times." Mr. Cooper has served as Managing Partner of Thompson Street Capital Partners since 2000. Thompson Street Capital Partners manages approximately $445 million in private equity, investing in middle-market manufacturing, distribution and service companies. First Banks expects that Mr. Cooper will be elected to the Audit Committee of its Board of Directors in early 2009, subject to the formal nomination and approval by the Company's Board of Directors. Terrance M. McCarthy, President and Chief Executive Officer of First Banks, said, "We are equally pleased to welcome Jim to the Board. Jim's investment banking background will provide added benefit to the Company and further enhance the diversification and business experience of the Company's Board of Directors." First Banks is privately held by the St. Louis based Dierberg family which controls all of the voting stock of the Company through various trusts created by and for the benefit of members of the Dierberg family. First Banks currently operates 217 branch banking offices in California, Florida, 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; changes in interest rates and overall economic conditions; 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' Annual Report on Form 10-K and subsequently filed Amendment No. 1 to the Annual Report on Form 10-K and 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-----