UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
First Financial Fund, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
320228109
(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)
April 10, 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 1,868,000
Shares Bene-
ficially 8. Shares Voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 1,868,000
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,868,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)
7.59%
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. 10 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"), 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 $2,480,097.69.
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.
The Company has called a special shareholders meeting for
April 25, 2000 and is currently soliciting proxies in an effort to
impose a supermajority vote requirement with regard to any change to
the Company's investment objectives, any change to the Company's
policy with respect to concentration, and certain business
combinations with affiliated stockholders. The Trust believes that
the cost of a special shareholders meeting is an unnecessary expense
for the Company's stockholders, and the Trust is opposed to the
imposition of supermajority provisions such as are being proposed.
Accordingly, the Trust has determined to vote against the Company's
proposals.
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 1,868,000 Shares, or approximately 7.59% 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 March 23, 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)
03/23/00
10000
$7.7500
03/23/00
4000
$7.6875
03/23/00
1600
$7.7500
03/24/00
21000
$7.6875
03/24/00
2500
$7.7500
03/27/00
23400
$7.7500
03/28/00
16600
$7.7500
03/28/00
5000
$7.6875
03/28/00
2800
$7.6875
03/29/00
500
$7.6250
03/30/00
7000
$7.7500
03/30/00
6000
$7.7500
03/30/00
6000
$7.7500
03/31/00
8500
$7.8125
04/04/00
15000
$7.8125
04/04/00
5000
$7.7500
04/05/00
9800
$7.8125
04/05/00
700
$7.7500
04/06/00
40000
$8.0000
04/06/00
15000
$7.9375
04/06/00
10000
$7.8125
04/06/00
4000
$7.9375
04/07/00
10000
$8.0000
04/07/00
10000
$8.0000
04/07/00
4400
$8.0000
04/10/00
10000
$8.1250
04/12/00
15000
$8.2500
04/12/00
15000
$8.2500
04/14/00
24900
$7.9375
04/14/00
8000
$7.8125
04/14/00
2000
$7.8125
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: April 17, 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.
