UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
First Financial Fund, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
320228 10 9
(CUSIP Number)
Stephen C. Miller, Esq.
Krassa, Madsen & Miller, LLC
1680 38th Street, Suite 800
Boulder, Colorado 80301
(303) 444-5483
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 15, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-
1(f) or 240.13d-1(g), check the following box. 0
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See ss.240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 320228 10 9
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Ernest Horejsi Trust No. 1B
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(A)
(B)
3. SEC Use Only
4. Source of Funds (See Instructions) WC OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization Kansas
Number of 7. Sole Voting Power 1,795,100
Shares Bene-
ficially 8. Shares Voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 1,795,100
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,795,100
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)
7.16%
14. Type of Reporting Person (See Instructions)
OO
CUSIP No. 320228 10 9
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Lola Brown Trust No. 1B
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(A)
(B)
3. SEC Use Only
4. Source of Funds (See Instructions) WC OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization Kansas
Number of 7. Sole Voting Power 1,092,600
Shares Bene-
ficially 8. Shares Voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 1,092,600
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,092,600
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)
4.36%
14. Type of Reporting Person (See Instructions)
OO
CUSIP No. 320228 10 9
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Stewart R. Horejsi
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(A)
(B)
3. SEC Use Only
4. Source of Funds (See Instructions) Not applicable
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization United States
Number of 7. Sole Voting Power 0
Shares Bene-
ficially 8. Shares Voting Power 0
Owned by Each
Reporting 9. Sole Dispositive Power 0
Person With
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) X
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person (See Instructions)
IN
Amendment No. 3 to Statement on Schedule 13D
This amended statement on Schedule 13D relates to the
Common Stock, $.001 par value per share (the "Shares"), of
First Financial Fund, Inc., a Maryland corporation (the
"Company"). Items 3, 4 and 5 of this statement, previously
filed by the Ernest Horejsi Trust No. 1B (the "Trust") and the
Lola Brown Trust No. 1B (the "Brown Trust"), as the direct
beneficial owner of Shares, and Stewart R. Horejsi, by virtue
of the relationships described previously in this statement,
are hereby amended as set forth below.
Item 3. Source and Amount of Funds or Other Consideration.
No change except for the addition of the following:
The total amount of funds required by the Brown Trust to
purchase the Shares as reported in Item 5(c) was $3,830,096.04. Such
funds were provided by the Brown Trust's cash on hand and margin
borrowings under accounts maintained by the Brown Trust with Merrill
Lynch, Pierce, Fenner & Smith Incorporated.
Item 4. Purpose of Transaction.
No change except for the addition of the following:
The Brown Trust acquired the Shares described in Item 5(c) of
this statement in order to increase its equity interest in the
Company. Depending upon their evaluation of the Company's
investments and prospects, and upon future developments (including,
but not limited to, performance of the Shares in the market, the
effective yield on the Shares, availability of funds, alternative
uses of funds, and money, stock market and general economic
conditions), any of the Reporting Persons or other entities that may
be deemed to be affiliated with the Reporting Persons may from time
to time purchase Shares, and any of the Reporting Persons or other
entities that may be deemed to be affiliated with the Reporting
Persons may from time to time dispose of all or a portion of the
Shares held by such person, or cease buying or selling Shares. Any
such additional purchases or sales of the Shares may be in open
market or privately-negotiated transactions or otherwise.
Item 5. Interest in Securities of the Issuer.
No change except for the addition of the following:
(a) The Trust is the direct beneficial owner of 1,795,100
Shares, or approximately 7.16% of the 25,064,981 Shares outstanding
as of June 11, 1999, according to information contained in the
Company's 1999 proxy statement (the "Outstanding Shares"). The Brown
Trust is the direct beneficial owner of 1,092,600 Shares, or
approximately 4.36% of the Outstanding Shares.
By virtue of the relationships reported in this statement, Mr.
Horejsi may be deemed to share indirect beneficial ownership of the
Shares directly beneficially owned by the Trust and the Brown Trust.
Mr. Horejsi disclaims all such beneficial ownership.
(b) The table below sets forth purchases of the Shares by the
Brown Trust since December 9, 1999. Such purchases were effected by
the Brown Trust on the New York Stock Exchange.
Date
Amount of Shares
Approximate Price
Per Share
(exclusive of commissions)
12/10/99
47900
$8.0000
12/10/99
7100
$7.8750
12/10/99
5000
$7.7500
12/13/99
23100
$7.7500
12/13/99
10000
$7.8125
12/13/99
200
$7.6875
12/14/99
39600
$7.6875
12/14/99
36900
$7.7500
12/14/99
25000
$7.6875
12/14/99
15500
$7.6250
12/14/99
200
$7.6250
12/15/99
24500
$7.6250
12/15/99
20000
$7.6250
12/15/99
15700
$7.6250
12/16/99
30000
$7.5625
12/16/99
16000
$7.5625
12/16/99
14300
$7.6250
12/17/99
67200
$7.5625
12/20/99
25000
$7.5625
12/20/99
20000
$7.5625
12/20/99
6800
$7.5000
12/21/99
41700
$7.5000
12/21/99
8300
$7.5000
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: December 22, 1999
/s/ Stewart R. Horejsi
Stewart R. Horejsi
/s/ Stephen C. Miller
Stephen C. Miller, as Vice
President of Badlands Trust
Company, trustee of the Ernest
Horejsi Trust No. 1B and the Lola
Brown Trust No. 1B.
