<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1997
REGISTRATION NO.
REGISTRATION NO. -01
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
<TABLE>
<S> <C>
FIRST BANKS, INC. FIRST PREFERRED CAPITAL TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS CHARTER)
MISSOURI DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
43-1175538 43-1765214
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
135 NORTH MERAMEC AVENUE, ST. LOUIS, MISSOURI 63105 (314) 854-4600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S AND CO-REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
---------------------
ALLEN H. BLAKE
EXECUTIVE VICE PRESIDENT
FIRST BANKS, INC.
11901 OLIVE BOULEVARD, ST. LOUIS, MISSOURI 63141
(314) 995-8700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------------
WITH COPIES TO:
<TABLE>
<S> <C>
THOMAS C. ERB, ESQ. FREDERICK W. SCHERRER, ESQ.
LEWIS, RICE & FINGERSH, L.C. BRYAN CAVE LLP
500 NORTH BROADWAY, SUITE 2000 211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102 ST. LOUIS, MISSOURI 63102-2750
(314) 444-7600 (314) 259-2000
</TABLE>
---------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. /X/ 333-18369 and 333-18369-01
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
CALCULATION OF ADDITIONAL REGISTRATION FEE
====================================================================================================================================
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Preferred Securities of First Preferred Capital
Trust............................................. 50,000 $25.00 $1,250,000 $378.79
- ------------------------------------------------------------------------------------------------------------------------------------
Subordinated Debentures of First Banks, Inc.<F1>.... <F1> -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Guarantee of First Banks, Inc., with respect to
Preferred Securities<F2>.......................... <F2> -- -- --
====================================================================================================================================
<FN>
<F1>The Subordinated Debentures will be purchased by First Preferred Capital
Trust with the proceeds of the sale of the Preferred Securities. Such
securities may later be distributed for no additional consideration to the
holders of the Preferred Securities of First Preferred Capital Trust upon
its dissolution and the distribution of its assets.
<F2>This Registration Statement is deemed to cover the Subordinated Debentures
of First Banks, Inc., the rights of holders of Subordinated Debentures of
First Banks, Inc. under the Indenture, and the rights of holders of the
Preferred Securities under the Trust Agreement, the Guarantee and the
Expense Agreement entered into by First Banks, Inc. No separate
consideration will be received for the Guarantee.
</TABLE>
===============================================================================
<PAGE> 2
INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-2 (Reg. Nos. 333-18369 and 333-18369-01) filed by First Banks, Inc.
and First Preferred Capital Trust with the Securities and Exchange Commission
on December 20, 1996, as amended by a Pre-Effective Amendment filed with the
Securities and Exchange Commission on January 27, 1997, including the exhibits
thereto, and declared effective by the Securities and Exchange Commission on
January 29, 1997, are incorporated herein by reference.
<PAGE> 3
<TABLE>
EXHIBITS
<CAPTION>
EXHIBIT NO. DOCUMENT DESCRIPTION
- ----------- --------------------
<C> <S>
5.1 Opinion of Lewis, Rice & Fingersh, L.C. as to the validity
of the issuance of the Subordinated Debentures.
5.2 Opinion of Richards, Layton & Finger, special Delaware
counsel, as to the validity of the issuance of the
Preferred Securities to be issued by First Preferred
Capital Trust.
8.1 Opinion of Lewis, Rice & Fingersh, L.C. as to certain
federal income tax matters.
16.1 Letter from Arthur Andersen LLP re change in certifying
accountant.
23.1 Consents of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Arthur Andersen LLP, Independent Auditors.
23.3 Consent of Lewis, Rice & Fingersh, L.C. (included in
their opinions filed herewith as Exhibits 5.1 and 8.1).
23.4 Consent of Richards, Layton & Finger (included in their
opinion filed herewith as Exhibit 5.2).
</TABLE>
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, First Banks
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri on January 30, 1997.
FIRST BANKS, INC.
By: /s/ JAMES F. DIERBERG
-----------------------------------------
James F. Dierberg, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of Securities Act of 1933, First Preferred
Capital Trust certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, and the State of Missouri on January
30, 1997.
FIRST PREFERRED CAPITAL TRUST
By: /s/ JAMES F. DIERBERG
-----------------------------------------
Trustee
By: /s/ ALLEN H. BLAKE
-----------------------------------------
Trustee
By: /s/ LAURENCE J. BROST
-----------------------------------------
Trustee
<PAGE> 5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ James F. Dierberg Chairman of the Board of Directors, January 30, 1997
- -------------------------------------- President and Chief Executive Officer
James F. Dierberg (Principal Executive Officer)
/s/ Allen H. Blake Executive Vice President, Chief January 30, 1997
- -------------------------------------- Financial Officer, Secretary and
Allen H. Blake Director (Principal Financial Officer)
/s/ Laurence J. Brost Vice President and Controller January 30, 1997
- -------------------------------------- (Principal Accounting Officer)
Laurence J. Brost
/s/ Donald Gunn, Jr. Director January 30, 1997
- --------------------------------------
Donald Gunn, Jr.
/s/ George Markos Director January 30, 1997
- --------------------------------------
George Markos
</TABLE>
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
5.1 Opinion of Lewis, Rice & Fingersh, L.C. as to the validity of the issuance of the Subordinated Debentures.
5.2 Opinion of Richards, Layton & Finger, special Delaware counsel, as to the validity of the issuance of the Preferred
Securities to be issued by First Capital Trust.
8.1 Opinion of Lewis, Rice & Fingersh, L.C. as to certain federal income tax matters.
16.1 Letter from Arthur Andersen LLP re change in certifying accountant.
23.1 Consents of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Arthur Andersen LLP, Independent Auditors.
23.3 Consents of Lewis, Rice & Fingersh, L.C. (included in their opinions filed herewith as Exhibits 5.1 and 8.1).
23.4 Consent of Richards, Layton & Finger (included in their opinion filed herewith as Exhibit 5.2).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
[Letterhead of Lewis, Rice & Fingersh]
January 30, 1997
First Banks, Inc.
135 North Meramec Ave.
St. Louis, Missouri 63105
Attention: Board of Directors
First Preferred Capital Trust
c/o First Banks, Inc.
135 North Meramec Ave.
St. Louis, Missouri 63105
Attention: Administrative Trustees
Gentlemen:
We have acted as counsel to First Banks, Inc., a Missouri
corporation (the "Company"), and First Preferred Capital Trust, a
Delaware statutory business trust ("First Capital"), in connection
with the preparation of a Registration Statement on Form S-2 (the
"Rule 462(b) Registration Statement") to be filed by the Company and
First Capital with the Securities and Exchange Commission (the "SEC")
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended, for the purpose of registering under the Securities Act of 1933,
as amended, additional preferred securities (the "Additional Preferred
Securities") of First Capital, additional subordinated debentures (the
"Additional Subordinated Debentures") of the Company and the guarantee of the
Company with respect to the Additional Preferred Securities (the "Guarantee").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of
(i) the certificate of trust (the "Certificate of Trust") filed by
First Capital with the Secretary of State of the State of Delaware
on December 13, 1996; (ii) the Trust Agreement, dated as of
December 12, 1996, with respect to First Capital; (iii) the form
of the Amended and Restated Trust Agreement with respect to First
Capital; (iv) the form of the Additional Preferred Securities of First
Capital; (v) the form of the Guarantee between the Company and
State Street Bank and Trust Company, as trustee; (vi) the form of
the Additional Subordinated Debentures; and (vii) the form of the indenture
(the "Indenture"), between the Company and State Street Bank and
Trust Company, as trustee, in each case in the form incorporated by
reference in the Rule 462(b) Registration Statement. We have also
examined originals or copies, certified, or otherwise identified to
our satisfaction, of such other documents, certificates, and records
as we have deemed necessary or appropriate as a basis for the opinions
set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as copies and the authenticity of the originals of such copies. In
examining documents executed by parties other than the Company or
First Capital, we have assumed that such parties had the power,
corporate or otherwise, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all
requisite action, corporate or otherwise, and execution and
delivery by such parties of such documents and that, except as set
forth in paragraphs (1) and (2) below, such documents constitute
valid and binding obligations of such parties. In addition, we
have assumed that the Amended and Restated Trust Agreement of First
Capital, the Additional Preferred Securities of First Capital, the Guarantee,
the Additional Subordinated Debentures and the Indenture, when executed, will
be executed in substantially the form reviewed by us. As to any facts
material to the
<PAGE> 3
opinions expressed herein which were not independently established or
verified, we have relied upon oral or written statements and representations
of officers, trustees, and other representatives of the Company, First
Capital, and others.
We are members of the bar of the states of Missouri and
Illinois, and we express no opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing and to other
qualifications and limitations set forth herein, we are of the
opinion that:
1. After the Indenture has been duly executed and delivered,
the Additional Subordinated Debentures, when duly executed, delivered,
authenticated and issued in accordance with the Indenture and
delivered and paid for as contemplated by the Rule 462(b) Registration
Statement, will be valid and binding obligations of the Company,
entitled to the benefits of the Indenture and enforceable against
the Company in accordance with their terms, except to the extent
that enforcement thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium, or other similar laws now
or hereafter in effect relating to creditors' rights generally, and
(ii) general principles of equity regardless of whether
enforceability is considered in a proceeding at law or in equity.
2. The Guarantee, when duly executed and delivered by the
parties hereto, will be a valid and binding agreement of the
Company, enforceable against the Company in accordance with its
terms, except to the extent that enforcement thereof may be limited
by (i) bankruptcy, insolvency, reorganization, moratorium, or other
similar laws now or hereafter in effect relating to creditors'
rights generally, and (ii) general principles of equity regardless
of whether enforceability is considered in a proceeding at law or
in equity.
We hereby consent to the reference to us under the caption
"Validity of Securities" in the Prospectus forming a part of the
Rule 462(b) Registration Statement and to the inclusion of this
legal opinion as an Exhibit to the Rule 462(b) Registration
Statement.
Very truly yours,
LEWIS, RICE & FINGERSH, L.C.
/s/ Lewis, Rice & Fingersh, L.C.
<PAGE> 1
EXHIBIT 5.2
<PAGE> 2
JANUARY 30, 1997
First Preferred Capital Trust
c/o First Banks, Inc.
11901 Olive Boulevard
St. Louis, Missouri 63141
Re: First Preferred Capital Trust
-----------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for First Preferred
Capital Trust, a Delaware business trust (the "Trust"), in
connection with the matters set forth herein. At your request,
this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of
originals or copies of the following:
(a) The Certificate of Trust of the Trust, dated December 12,
1996 (the "Certificate"), as filed in the office of the Secretary
of State of the State of Delaware (the "Secretary of State") on
December 13, 1996;
(b) The Trust Agreement of the Trust, dated as of December
12, 1996, among First Banks, Inc., a Missouri corporation (the
"Company"), and the trustees of the Trust named therein;
(c) The Registration Statement (the "Registration Statement")
on Form S-2 under Rule 462(b) of the Securities Act of 1933, as amended,
including a prospectus (the "Prospectus") relating to
the 9.25% Preferred Securities of the Trust representing preferred
undivided beneficial interests in the Trust (each, a "Preferred
Security" and collectively, the "Preferred Securities"), as filed
by the Company and the Trust as set forth therein with the
Securities and Exchange Commission on January 30, 1997;
(d) A form of Amended and Restated Trust Agreement of the
Trust, to be entered into among the Company, the trustees of the
Trust named therein, and the holders, from time to time, of undivided
beneficial interests in the Trust (the "Trust Agreement"),
incorporated by reference in the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated
December 20, 1996, obtained from the Secretary of State.
<PAGE> 3
First Preferred Capital Trust
January 30, 1997
Page 2
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed above, and we have
assumed that there exists no provision in any document that we have
not reviewed that bears upon or is inconsistent with the opinions
stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all
of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic
originals, (ii) the conformity with the originals of all documents
submitted to us as copies or forms, and (iii) the genuineness of
all signatures.
For purposes of this opinion, we have assumed (i) that the
Trust Agreement constitutes the entire agreement among the parties
thereto with respect to the subject matter thereof, including with
respect to the creation, operation and termination of the Trust,
and that the Trust Agreement and the Certificate are in full force
and effect and have not been amended, (ii) except to the extent
provided in paragraph 1 below, the due creation or due organization
or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the
laws of the jurisdiction governing its creation, organization or
formation, (iii) the legal capacity of natural persons who are
parties to the documents examined by us, (iv) that each of the
parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all
parties thereto of all documents examined by us, (vi) the receipt
by each Person to whom a Preferred Security is to be issued by the
Trust (collectively, the "Preferred Security Holders") of a
Preferred Security Certificate for such Preferred Security and the
payment for the Preferred Security acquired by it, in accordance
with the Trust Agreement and the Prospectus, and (vii) that the
Preferred Securities are issued and sold to the Preferred Security
Holders in accordance with the Trust Agreement and the Prospectus.
We have not participated in the preparation of the Registration
Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we
have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations
relating thereto. Our opinions are rendered only with respect to
Delaware laws and rules, regulations and order thereunder which are
currently in effect.
<PAGE> 4
First Preferred Capital Trust
January 30, 1997
Page 3
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have
considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set forth
herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing
in good standing as a business trust under the Delaware Business
Trust Act, 12 Del. C. Sec. 3801, et seq.
------- -- ----
2. The Preferred Securities will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully
paid and nonassessable undivided beneficial interests in the assets
of the Trust.
3. The Preferred Security Holders, as beneficial owners of
the Trust, will be entitled to the same limitation of personal
liability extended to stockholders of private corporations for
profit organized under the General Corporation Law of the State of
Delaware. We note that the Preferred Security Holders may be
obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration
Statement. In addition, we hereby consent to the use of our name
under the heading "Validity of Securities" in the Prospectus. In
giving the foregoing consents, we do not thereby admit that we come
within the category of Persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission
thereunder. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied
upon by, and other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger
EAM
<PAGE> 1
EXHIBIT 8.1
<PAGE> 2
[Letterhead of Lewis, Rice & Fingersh]
January 30, 1997
First Banks, Inc.
11901 Olive Boulevard
St. Louis, MO 63141
RE: FIRST PREFERRED CAPITAL TRUST
Ladies and Gentlemen:
We have acted as tax counsel to First Banks, Inc., a Missouri
corporation (the "Company"), and to First Preferred Capital Trust,
a statutory business trust created under the laws of Delaware (the
"Trust"), in connection with the proposed issuance of (i) Preferred
Securities (the "Additional Preferred Securities") of the Trust
pursuant to the terms of the Amended and Restated Trust Agreement
between the Company and State Street Bank and Trust Company, as
trustee (the "Trust Agreement"), to be offered in an underwritten
public offering, (ii) Subordinated Debentures (the "Additional
Debentures") of the Company pursuant to the terms of an indenture from
the Company to State Street Bank and Trust Company, as trustee (the
"Indenture"), to be sold by the Company to the Trust, and (iii) the
Preferred Securities Guarantee Agreement of the Company with respect
to the Preferred Securities (the "Guarantee") between the Company and
State Street Bank and Trust Company, as trustee. The Additional
Preferred Securities and the Additional Debentures are to be issued as
contemplated by the registration statement on Form S-2 (the "Rule
462(b) Registration Statement") to be filed by the Company and the
Trust pursuant to Rule 462(b) promulgated under the Securities Act of
1933, as amended, to register the issuance of the Additional Preferred
Securities, the Additional Debentures and the Guarantee under the
Securities Act of 1933, as amended.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of documents, corporate records and
other instruments as we have deemed necessary or appropriate for
purposes of this opinion including (i) the Rule 462(b) Registration
Statement, (ii) the Form of Indenture incorporated by reference in
the Rule 462(b) Registration Statement, (iii) the Form of the Additional
Debentures incorporated by reference in the Rule 462(b) Registration
Statement (iv) the Form of Trust Agreement incorporated by reference
in the Rule 462(b) Registration Statement, (v) the Form of Guarantee
incorporated by reference in the Rule 462(b) Registration Statement,
and (vi) the Form of Additional Preferred Security Certificate incorporated
by reference in the Rule 462(b) Registration Statement (collectively the
"Documents"). In such examination, we have assumed the authenticity
of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or
photostatic copies, the authenticity of the originals of such latter
documents, the genuineness of all signatures and the correctness of
all representations made therein. We have further assumed that there
are no agreements or understandings contemplated therein other than
those contained in the Documents.
Based upon the foregoing, and assuming (i) the final Documents
will be substantially identical to the forms incorporated by reference
in the Rule 462(b) Registration Statement, and (ii) full compliance
with all the terms of the final Documents, we are of the opinion that
the statements contained in the prospectus constituting part of the
Rule 462(b) Registration Statement under the caption "Certain Federal
Income Tax Consequences," insofar as such statements constitute
matters of law or legal conclusions, as qualified therein, constitute
an accurate description, in general terms, of the indicated United
States federal income tax consequences to such holders.
<PAGE> 3
The opinion expressed above is based on existing provisions of
the Internal Revenue Code of 1986, as amended (the "Code"),
existing Treasury regulations, published interpretations of the
Code and such Treasury regulations by the Internal Revenue Service,
and existing court decisions, any of which could be changed at any
time. Any such changes may or may not be retroactively applied.
We note that there is no authority directly on point dealing with
securities such as the Additional Preferred Securities or of
transactions of the type described herein. Further, you should be
aware that opinions of counsel are not binding on the Internal Revenue
Service or the courts. We express no opinion as to any matters not
specifically covered by the foregoing opinions or as to the effect
on the matters covered by this opinion of the laws of any other
jurisdiction. Additionally, we undertake no obligation to update
this opinion in the event there is either a change in the legal
authorities, in the facts (including the taking of any action by
any party to any of the transactions described in the Documents
relating to such transactions) or in the Documents on which this
opinion is based, or an inaccuracy in any of the representations or
warranties upon which we have relied in rendering this opinion.
This letter is not being delivered for the benefit of, nor may
it be relied upon by, the holders of the Additional Debentures, the
Guarantee or the Additional Preferred Securities or any other party to
which it is not specifically addressed or on which reliance is not
expressly permitted hereby.
We hereby consent to the filing of this opinion as Exhibit to
the Rule 462(b) Registration Statement and to reference to our firm
under the caption "Certain Federal Income Tax Consequences" and
"Validity of Securities" in the prospectus constituting a part of
the Rule 462(b) Registration Statement.
Very truly yours,
Lewis, Rice & Fingersh, L.C
/s/ Lewis, Rice & Fingersh, L.C.
<PAGE> 1
EXHIBIT 16.1
<PAGE> 2
January 30, 1997
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Sir:
We have read the section entitled "Experts" included in Registration
Statement Nos. 333-_____ and 333-_____-01 to be filed with the
Securities and Exchange Commission by First Banks, Inc. and are in
agreement with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
By
Patrick M. Mathiesen
PMM/SECLTR4
Copy to Mr. Larry Brost
First Banks, Inc.
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
First Banks, Inc.:
We consent to the use of our reports included herein and to the reference
to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
January 30, 1997
<PAGE> 3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
First Commercial Bancorp, Inc.:
We consent to the use of our reports included herein and to the reference
to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
January 30, 1997
<PAGE> 1
EXHIBIT 23.2
<PAGE> 2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part
of this registration statement.
/s/ Arthur Andersen LLP
San Francisco, California
January 30, 1997
