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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST BANKS, INC. FIRST PREFERRED CAPITAL TRUST II
(Exact name of Registrant as (Exact name of Co-Registrant
specified in its charter) as specified in its charter)
MISSOURI DELAWARE
(State of incorporation (State of incorporation
or organization) or organization)
43-1175538 43-6852878
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
135 North Meramec, Clayton, 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)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this
form relates: 333-46270 and 333-46270-01 (if applicable)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class to be so registered Name of each exchange on which
each class is to be registered
None None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
____% Cumulative Trust Preferred Securities (and the Guarantee of First
Banks, Inc. with respect thereto)
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
For a full description of the _______% Cumulative Trust
Preferred Securities (the "Preferred Securities"), of First
Preferred Capital Trust II, a statutory business trust created
under the laws of the State of Delaware ("the Trust"), and the
guarantee with respect to the Preferred Securities issued by First
Banks, Inc., a Missouri corporation (the "Company"), both of which
are being registered hereby, reference is made to the information
contained under the captions "Description of the Preferred
Securities," "Description of the Subordinated Debentures," and
"Description of the Guarantee" in (i) the prospectus that forms
part of Amendment No. 1 to the Registration Statement on the Form S-2
(the "Registration Statement") of First Banks, Inc. and First Preferred
Capital Trust II (Registration No.'s 333-46270 and 333-46270-01),
previously filed with the Securities and Exchange Commission (the
"Commission") on October 6, 2000, under the Securities Act of
1933, as amended (the "Securities Act"), and (ii) the related
final form of prospectus to be filed with the Commission under
Rule 430A of the Securities Act, which descriptions are
incorporated herein by reference. Any statement contained in a
document incorporated herein by reference shall be deemed to be
modified or superseded for purposes hereof to the extent that
another document incorporated herein by reference modifies or
supersedes such previous statement.
Item 2. Exhibits
The following exhibits are filed as part of this Registration
Statement on Form 8-A:
<F*>2.1 Certificate of Trust of First Preferred Capital Trust II
(incorporated herein by reference to Exhibit 4.3 to the
Registration Statement).
<F*>2.2(a) Trust Agreement of First Preferred Capital Trust II
(incorporated herein by reference to Exhibit 4.4 to the
Registration Statement).
<F*>2.2(b) Form of Amended and Restated Trust Agreement of First
Preferred Capital Trust II (incorporated herein by reference
to Exhibit 4.5 to the Registration Statement).
<F*>2.3 Form of Preferred Security Certificate of First Preferred
Capital Trust II (incorporated herein by reference to
Exhibit 4.6 to the Registration Statement, which is included
as an Exhibit to Exhibit 4.5 to the Registration Statement).
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<F*>2.4 Form of Preferred Securities Guarantee Agreement for First
Preferred Capital Trust II (incorporated herein by reference
to Exhibit 4.7 to the Registration Statement).
<F*>2.5 Form of Indenture (incorporated herein by reference to
Exhibit 4.1 to the Registration Statement).
<F*>2.6 Form of Subordinated Debenture (incorporated herein by
reference to Exhibit 4.2 to the Registration Statement,
which is included as Exhibit 4 to Exhibit 4.1 to the
Registration Statement).
<F*>2.7 Form of Agreement as to Expenses and Liabilities
(incorporated herein by reference to Exhibit 4.8 to the
Registration Statement, which is included as Exhibit C to
Exhibit 4.5 to the Registration Statement).
[FN]
<F*> Incorporated by reference as indicated pursuant to Rule 12b-32.
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Company has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of St. Louis, State of Missouri on
October 10, 2000.
FIRST BANKS, INC.
By: /s/ James F. Dierberg
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James F. Dierberg
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, First Preferred Capital Trust II has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunder duly authorized, in the City of St. Louis, State of Missouri on
October 10, 2000.
FIRST PREFERRED CAPITAL TRUST II
By: /s/ Allen H. Blake
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Allen H. Blake
Trustee
By: /s/ Frank H. Sanfilippo
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Frank H. Sanfilippo
Trustee
By: /s/ Lisa K. Vansickle
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Lisa K. Vansickle
Trustee
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