UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
March 1, 2000
(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)
7.29%
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 1,922,200
Shares Bene-
ficially 8. Shares Voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 1,922,200
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,922,200
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)
7.81%
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)
Mildred B. Horejsi Trust
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 New York
Number of 7. Sole Voting Power 1,256,000
Shares Bene-
ficially 8. Shares Voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 1,256,000
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,256,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)
5.10%
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. 8 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, 5 and 7 of this statement,
previously filed by the Ernest Horejsi Trust No. 1B (the
"Trust"), the Lola Brown Trust No. 1B (the "Brown Trust") and
the Mildred B. Horejsi Trust (the "Mildred 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 Mildred Trust to
purchase the Shares as reported in Item 5(c) was $3,024,689.98.
Such funds were provided by the Mildred Trust's cash on hand, from
margin borrowings under a cash management account maintained by the
Mildred Trust with Merrill Lynch, Pierce, Fenner & Smith
Incorporated and from intertrust advances from affiliated trusts
under the Cash Management Agreement.
Item 4. Purpose of Transaction.
No change except for the addition of the following:
The Mildred 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.
On February 23, 2000, Stewart R. Horejsi, on behalf of
the Reporting Persons, sent a letter to the Members of the Board
of Directors of the Company which generally responded to a
telephone conversation that Mr. Horejsi had with representatives
of the Company regarding a proposal to impose a supermajority
provision with respect to shareholder proposals seeking to change
the Company's investment objective. The February 23, 2000 letter
prepared by Mr. Horejsi is attached as Exhibit 5 and incorporated
in this statement by reference.
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 7.29% of the 24,628,781 Shares outstanding
as of November 3, 1999, according to information contained in the
Company's Semi-Annual Report for the period ending September 30,
1999 (the "Outstanding Shares"). The Brown Trust is the direct
beneficial owner of 1,922,200 Shares, or approximately 7.81% of the
Outstanding Shares. The Mildred Trust is the direct beneficial
owner of 1,256,000 Shares, or approximately 5.10% 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, the Brown Trust and
the Mildred Trust. Mr. Horejsi disclaims all such beneficial
ownership.
(c) The table below sets forth purchases of the
Shares by the Mildred Trust since February 18, 2000. Such purchases
were effected by the Mildred Trust on the New York Stock Exchange.
Date
Amount of Shares
Approximate Price
Per Share
(exclusive of commissions)
02/18/00
9600
$7.8750
02/18/00
700
$7.8125
02/22/00
36600
$7.8750
02/22/00
12600
$7.6250
02/23/00
10000
$7.5625
02/23/00
3100
$7.5625
02/24/00
20000
$7.5625
02/24/00
16900
$7.5625
02/24/00
10000
$7.5625
02/25/00
14000
$7.5625
02/25/00
12000
$7.5625
02/28/00
50000
$7.5000
02/29/00
10000
$7.5000
02/29/00
7000
$7.5000
02/29/00
5700
$7.4375
03/01/00
17100
$7.4375
03/01/00
12300
$7.4375
03/02/00
14700
$7.3125
03/02/00
12200
$7.3750
03/02/00
5900
$7.4375
03/03/00
11600
$7.3125
03/03/00
7300
$7.3125
03/03/00
3000
$7.4375
03/03/00
2000
$7.3750
03/03/00
2000
$7.3750
03/03/00
1000
$7.3750
03/06/00
20000
$7.3125
03/06/00
12000
$7.3125
03/06/00
9300
$7.3125
03/06/00
6400
$7.3125
03/07/00
16800
$7.2500
03/07/00
7700
$7.3125
03/07/00
6300
$7.3125
03/07/00
2000
$7.3125
03/08/00
4700
$7.2500
03/08/00
100
$7.2500
Item 7. Materials to be Filed as Exhibits
Exhibit 5: Letter from Stewart R. Horejsi to the Members
of the Board of Directors of the Company dated February 23, 2000.
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: March 8, 2000
/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, the Lola
Brown Trust No. 1B and the Mildred
B. Horejsi Trust.
EXHIBIT 5
STEWART R. HOREJSI
200 SOUTH SANTA FE
SALINA, KANSAS 67401
February 23, 2000
Members of the Board of Directors
First Financial Fund, Inc.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-4077
Gentlemen:
I am writing to followup on my conversation with Nick Adams and
certain of the Fund's representatives on February 16, 2000. The
Fund's representatives indicated that First Financial Fund, Inc.
(the "Fund") may consider a proposal to increase the percentage of
shares required to change the Fund's investment objectives above a
majority.
As I indicated in the telephone call, I am opposed to supermajority
provisions such as this. By protecting the status quo, a
supermajority provision may render the shareholders and the Board
incapable of responding to changes in the marketplace. In some
cases, it might be important for a future Board and future
shareholders to be able to move from a segment with minimal
prospects into a segment with more possibilities of producing
appropriate returns. By building procedural roadblocks, the current
Board and shareholders tie the hands of the future Board and future
shareholders in a way that may be very detrimental.
As directors of the Fund, you owe fiduciary obligations to all
shareholders of the Fund, which obligations require you to make
decisions that are in the best interests of all of the shareholders.
A change in the Fund's investment objectives affects all
shareholders equally, and as such there should be no reason to
prefer the decision of a minority of shareholders over the majority.
It is my hope that you will not take the divisive step of proposing
a supermajority provision in this matter.
Sincerely yours,
/s/ Stewart R. Horejsi
Stewart R. Horejsi
