FIRST BANKS INC
8-K, 1997-01-22
NATIONAL COMMERCIAL BANKS
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                       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

- --------------------------------------------------------------------------------
                                                         
                                                         January 22, 1997
      Date of Report (Date of earliest event reported): (January 21, 1997)
                          ----------------------------


                                FIRST BANKS, INC.
                                -----------------
             (Exact name of registrant as specified in its charter)



                                    MISSOURI
                                    --------
                 (State or other jurisdiction of incorporation)


                  0-20632                           43-1175538
                  -------                           ----------
        (Commission File Number)          (IRS Employer Identification No.)



               135 NORTH MERAMEC AVENUE, ST. LOUIS, MISSOURI 63105
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (314) 854-4600


                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)



<PAGE>





Items 1-4.  Not applicable

Item 5.  Other Events.

       On January 21, 1997, First Banks, Inc. issued a Press Release  announcing
its fourth  quarter and full year 1996  financial  results.  A copy of the Press
Release is attached hereto as Exhibit 99(a).

Item 6.  Not applicable

Item 7.        Financial Statements
               Pro Forma Financial Statements and Exhibits.

       (a)-(b) Not applicable.

           (c)  Exhibits Required by Item 601 of Regulation S-K:

                99(a) Press Release issued by First Banks, Inc. on January 21, 
                1997.



<PAGE>


                                   SIGNATURES


       Pursuant to the  requirements of the Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

       Dated:  January 22, 1997.

                                               FIRST BANKS, INC.


                                               By: /s/ Allen H. Blake
                                                   ------------------
                                                   Allen H. Blake
                                                   Executive Vice President and
                                                   Chief Financial Officer



<PAGE>


                                  EXHIBIT INDEX


Exhibit No.       Description


99(a)             Press Release issued by First Banks, Inc. on January 21, 1997.


<PAGE>








                                First Banks, Inc.
                               St. Louis, Missouri


Contact: Allen Blake                        Traded:  NASDAQ/NMS
         Executive Vice President           Symbol:  FBNKP
         & Chief Financial Officer
         (314) 995-8700


FOR IMMEDIATE RELEASE:

                           First Banks, Inc. Announces
                    Fourth Quarter and Year End 1996 Results

St. Louis,  Missouri,  January 21, 1997. First Banks, Inc. has reported earnings
of $8.78  million for the fourth  quarter of 1996 in comparison to $4.88 million
for the same period in 1995, representing an increase of 80%.

Mr. James F.  Dierberg,  Chairman  and  President  of First Banks  stated,  "The
improved  earnings for the fourth quarter of 1996 reflect the culmination of our
external growth during 1995 and 1994 and  assimilation of those banking entities
into First Banks' systems and operating  culture."  During 1995 and 1994,  First
Banks experienced substantial growth through the acquisition of twelve banks and
thrifts,  providing  assets of $1.96  billion  and 43 banking  locations.  These
acquisitions,  and the  acquisition  of Sunrise  Bank of  California,  which was
completed  on  November  1, 1996,  provided  three  locations  in  Missouri,  13
locations in Illinois,  six  locations in Texas and 24 locations in  California.
Mr. Dierberg  added,  "While the  acquisitions  provided First Banks access into
several new major market areas and, accordingly,  an attractive  opportunity for
future  growth  and   profitability,   they  also  presented  several  immediate
challenges.  The most immediate  challenge  being the asset quality  problems of
certain acquired  entities,  particularly  those in California.  While the asset
quality problems had been identified and considered in the acquisition  pricing,
these  problems  led to a  substantial  increase  in the  level of First  Banks'
nonperforming   assets  and  continue  to  require  substantial   dedication  of
management  and other  resources  to control."  Nonperforming  assets were $41.3
million and $47.1  million at December  31,  1996 and 1995,  respectively.  This
compares to historical levels of nonperforming assets of $22.9 million and $14.8
million at December 31, 1994 and 1993, respectively.

First Banks' return on average stockholders' equity and return on average assets
ratios for the fourth  quarter of 1996 were 14.3% and .98%,  respectively.  This

<PAGE>

compares to a return on average  stockholders' equity and average assets for the
nine  months  ended  September  30,  1996 of 6.40% and .43%,  respectively.  Mr.
Dierberg reported,  "The improved operating ratios  substantiate our progress in
managing the recent growth. While improvement is apparent,  much work remains in
improving  the net interest  income,  particularly  within  First Banks'  thrift
subsidiary,  lowering the overall costs of operations, and reducing the level of
nonperforming assets."

For the year ended  December  31,  1996,  net income  was $20.2  million,  after
payment of the one-time  Savings  Association  Insurance  Fund ("SAIF")  special
assessment of $8.2 million,  which represented a return on average stockholders'
equity and a return on average assets of 8.4% and .57%, respectively.  Excluding
the one-time SAIF special assessment, net income for the year ended December 31,
1996,  would  have been  $25.5  million,  which  represents  a return on average
stockholders'  equity  and a  return  on  average  assets  of  10.6%  and  .72%,
respectively.  This  compares  to net income of $24.5  million  for 1995,  which
represented  a return on  average  stockholders'  equity and  average  assets of
10.79% and .70%,  respectively.  In addition to the SAIF recapitalization charge
during 1996, which affected all financial  institutions with deposits insured by
the SAIF, the operating results for 1996 and 1995 were adversely affected by the
loss of  interest  income  and  additional  costs  associated  with the level of
nonperforming  assets,  various expenses attributable to the amalgamation of the
13  acquisitions  into First Banks'  systems and  operating  culture,  and other
non-recurring  items. Mr. Dierberg stated, "As a result of this one-time special
assessment, First Banks' deposit insurance cost for SAIF deposits is expected to
decrease by approximately $2.0 million for 1997 in comparison to 1996, excluding
the special assessment."

Mr. Dierberg concluded by stating, "As we begin 1997, we remain committed to the
interests of our customers and stockholders. To this end, First Banks reiterates
its  unconditional  guarantee that the  organization  is "Not For Sale" and will
continue as an independent  bank for the benefit of our customers,  communities,
stockholders and employees."

First  Banks  currently  has assets of $3.7  billion  and  operates  126 banking
locations in Missouri, Illinois, Texas and California.


<PAGE>






                                FIRST BANKS, INC.
                   Condensed Consolidated Statements of Income
                           December 31, 1996 and 1995
           (dollars expressed in thousands, except earnings per share)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                       Three months ended         For the year ended
                                                           December 31,               December 31,

                                                        1996         1995         1996         1995
                                                        ----         ----         ----         ----

<S>                                                   <C>           <C>          <C>          <C>    
Interest Income....................................   $ 69,013      69,570       266,021      261,621
Interest Expense...................................     35,090      38,595       141,670      144,945
                                                        ------    --------       -------      -------

     Net interest income...........................     33,923      30,975       124,351      116,676

Provision for possible loan losses.................      2,720       1,912        11,494       10,361
                                                       -------     -------      --------    ---------

     Net interest income after
     provision for loan losses.....................     31,203      29,063       112,857      106,315

Noninterest income.................................      4,923       1,765        20,721       19,407
Noninterest expense................................     24,504      24,865       105,741       91,566
                                                        ------    --------       -------    ---------

     Income before provision for income
        taxes and minority interest in
        loss (income) of subsidiaries..............     11,622       5,963        27,837       34,156

Provision for income taxes.........................      2,656       1,624         6,960       11,038
                                                       -------     -------       -------    ---------

     Income before minority interest in loss
        (income) of subsidiaries...................      8,966       4,339        20,877       23,118

Minority interest in (income)
     loss of subsidiaries..........................        (187)       537           (659)      1,353
                                                       --------  ---------       --------    --------

     Net income....................................   $  8,779       4,876        20,218       24,471
                                                        ======    ========       =======       ======

Earnings per common share:
     Primary.......................................   $ 308.07      142.74        612.46       791.82
     Fully diluted.................................     295.74      141.31        598.54       758.66
                                                       =======     =======        ======      =======

</TABLE>


<PAGE>


                                FIRST BANKS, INC.
                Condensed Consolidated Balance Sheet Information
                           December 31, 1996 and 1995
                        (dollars expressed in thousands)
                                   (unaudited)


                                                          1996         1995
                                                     -------------   ----------
Net Loans......................................      $ 2,721,188     2,691,554
Total Assets...................................        3,689,154     3,622,962
Total Deposits.................................        3,238,567     3,183,691
Total Stockholders' Equity.....................          251,389       234,605

Reserves to Nonperforming Loans                           152.27%       133.70%
Nonperforming Assets to Loans
     and Foreclosed Assets.....................             1.49%         1.71%



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