-----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, Wrec6ukairIYEGskQAGH2TF9a7HYIO4+WaWerWU/+Mq/rii4R3ft2yWkLdk9OJ0q y2Eo6G256W5PRx85TPfhDg== 0001445116-09-000039.txt : 20091116 0001445116-09-000039.hdr.sgml : 20091116 20091116154740 ACCESSION NUMBER: 0001445116-09-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091116 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091116 DATE AS OF CHANGE: 20091116 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: 091186555 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 fbi8k111609.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 November 16, 2009 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.................... 1 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS............................. 1 SIGNATURE................................................................ 2 Item 1.01 Entry into a Material Definitive Agreement. First Bank, a wholly owned subsidiary of First Banks, Inc. ("First Banks" or the "Company") headquartered in St. Louis, Missouri, entered into a Purchase and Assumption Agreement (the "Agreement"), dated November 11, 2009, with FirstMerit Bank, N.A. ("FirstMerit"), a wholly-owned subsidiary of FirstMerit Corporation headquartered in Akron, Ohio, that provides for the sale of certain assets and the transfer of certain liabilities of its Chicago franchise to FirstMerit. Under the terms of the Agreement, FirstMerit is to purchase approximately $315.0 million of loans as well as certain other assets, including premises and equipment, associated with First Bank's Chicago operations. FirstMerit is also to assume all of the deposits associated with First Bank's 24 Chicago retail branches, including certain commercial deposit relationships, for a premium of 3.5%, or approximately $42.0 million based on $1.20 billion of such deposits at September 30, 2009. In conjunction with this transaction, on November 11, 2009, First Bank Business Capital, Inc., First Bank's wholly owned asset based lending subsidiary, entered into a Loan Purchase Agreement that provides for the sale of certain loans to FirstMerit. Under the terms of the agreement, FirstMerit is to purchase approximately $100.0 million in loans at a discount of approximately 8.5%. The acquired loans and deposits represent approximately 5.3% and 13.8% of First Bank's total loans and deposits at September 30, 2009, respectively. The transaction associated with the Chicago branches, which is subject to regulatory approvals and certain closing conditions, is expected to be completed during the first quarter of 2010. The loan purchase transaction, which is subject to certain closing conditions, is expected to be completed during the fourth quarter of 2009. First Banks issued a press release announcing the transaction, a copy of which is attached hereto as Exhibit 99 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description ------ ----------- 99 Press Release issued on November 11, 2009 announcing the upcoming sale of the Chicago branches - 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: November 16, 2009 By: /s/ Terrance M. McCarthy --------------------------------- Terrance M. McCarthy President and Chief Executive Officer EX-99 2 fbix99111609.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) 854-4600 (314) 854-4600 Traded: NYSE Symbol: FBSPrA - (First Preferred Capital Trust IV, an affiliated trust of First Banks, Inc.) FOR IMMEDIATE RELEASE: First Bank Signs Agreement to Sell Chicago Branches to FirstMerit Bank, N.A. St. Louis, Missouri, November 11, 2009. First Bank, a wholly owned subsidiary of First Banks, Inc. ("First Banks" or the "Company"), headquartered in St. Louis, Missouri, today announced (a) the signing of a Purchase and Assumption Agreement providing for the sale of certain assets and the transfer of certain liabilities of its Chicago franchise to FirstMerit Bank, N.A. ("FirstMerit"), a wholly-owned subsidiary of FirstMerit Corporation, headquartered in Akron, Ohio, and (b) the signing of a Loan Purchase Agreement providing for the sale of certain loans and the transfer of certain liabilities of First Bank Business Capital, Inc. ("FBBC"), First Bank's wholly owned asset based lending subsidiary, to FirstMerit (collectively, the "Agreements"). Under the terms of the Agreements, FirstMerit is to assume all of the deposits associated with First Bank's 24 Chicago retail branches, including certain commercial deposit relationships. As of September 30, 2009, deposits associated with First Bank's Chicago branches were approximately $1.2 billion. FirstMerit is also expected to purchase approximately $315.0 million of loans as well as certain other assets, including premises and equipment, associated with First Bank's Chicago operations, and approximately $100.0 million of asset-based lending loans associated with FBBC. The transaction associated with the Chicago branches, which is subject to regulatory approvals and certain closing conditions, is expected to be completed during the first quarter of 2010. The loan purchase transaction, which is subject to certain closing conditions, is expected to be completed during the fourth quarter of 2009. Terrance M. McCarthy, President and Chief Executive Officer of First Banks, said, "The sale of our Chicago franchise represents the successful completion of another portion of our capital optimization planning process as we continue to realign our business strategies and reallocate capital in response to the current economic downturn. With today's announced sale of our Chicago franchise and a portion of our asset based lending portfolio, we will generate approximately $75 million of risk-based capital benefit. With the previously announced closing of the sale of Adrian Baker & Company on September 30, 2009, and the previously announced sale of our Texas Region, which is expected to be completed in the fourth quarter of 2009, we will have generated approximately $145 million of risk based capital benefit through our divesture activities." On August 10, 2009, First Banks announced the potential divestiture of its Chicago franchise as part of its capital optimization initiatives to preserve risk-based capital. Mr. McCarthy added, "We would like to thank our Chicago based employees and customers for their support over the past several years and we wish them much continued success in the future. We are confident our customers and employees will be well served by joining the FirstMerit organization which has a strong desire to enter into the Chicago market." Hovde Financial, Inc. served as financial adviser and Bryan Cave LLP served as legal adviser to First Bank. First Banks had assets of $10.68 billion at September 30, 2009 and currently operates 209 branch banking offices in California, Florida, Illinois, Missouri and Texas. First Banks offers a broad range of financial products and services to consumers, businesses and institutions. Visit First Banks on the web at www.firstbanks.com. # # # 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 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-----