UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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)
July 28, 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. Shared 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. Shared 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 1,922,400
Shares Bene-
ficially 8. Shared Voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 1,922,400
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,922,400
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)
Stewart R. Horejsi Trust No. 2
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 1,204,100
Shares,Bene-
ficially 8. Shared Voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 1,204,100
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,204,100
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13. Percent of Class Represented by Amount in Row (11)
4.89%
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)
Susan L. Ciciora 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 South Dakota
Number of 7. Sole Voting Power 100
Shares Bene-
ficially 8. Shared Voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 100
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
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)
0.00041%
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)
John S. 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 South Dakota
Number of 7. Sole Voting Power 100
Shares Bene-
ficially 8. Shared Voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 100
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
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)
0.00041%
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)
Badlands Trust Company
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 South Dakota
Number of 7. Sole Voting Power 0
Shares Bene-
ficially 8. Shared Voting Power 200
Owned by Each
Reporting 9. Sole Dispositive Power 0
Person With
10. Shared Dispositive Power 200
11. Aggregate Amount Beneficially Owned by Each Reporting Person
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)
0%
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. Shared 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. 14 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 2, 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"),
the Mildred B. Horejsi Trust (the "Mildred Trust"), and the
Stewart R. Horejsi Trust No. 2 (the "Stewart 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 2. Identity and Background
No change except for the addition of the following:
As a result of the purchases of Shares reported in Item 5,
this statement is also filed on behalf of the Susan L. Ciciora Trust
(the "Susan Trust"), the John S. Horejsi Trust (the "John Trust")
and Badlands Trust Company ("Badlands"). The Trust, the Brown Trust,
the Mildred Trust, the Stewart Trust, the Susan Trust, the John
Trust, Badlands, and Mr. Horejsi are referred to as the "Reporting
Persons." By signing this statement, each Reporting Person agrees
that this Statement is filed on its or his behalf.
The trustee of the Susan Trust is Badlands. Such trustee may
be deemed to control the Susan Trust and may be deemed to possess
indirect beneficial ownership of the Shares held by the Susan Trust.
The trustee of the John Trust is Badlands. Such trustee may be
deemed to control the John Trust and may be deemed to possess
indirect beneficial ownership of the Shares held by the John Trust.
The directors of Badlands are Stephen Miller, Dan Loveland,
Marty Jans, Robert Ciciora, and Larry Dunlap. The executive
officers of Badlands are Dan Loveland, President and Secretary,
Stephen Miller, Vice President and Assistant Secretary, Laura
Rhodenbaugh, Cashier, and Stephanie Kelley, Assistant Secretary.
The business address of the Susan Trust, the John Trust, and
Badlands is 614 Broadway, P.O. Box 801, Yankton, South Dakota,
57078. The new business address for the Trust, the Brown Trust,
the Mildred Trust and the Stewart Trust is 614 Broadway, P.O. Box
801, Yankton, South Dakota, 57078.
The Susan Trust is an irrevocable grantor trust organized by
Susan Ciciora for the benefit of her issue, sibling, and the issue
of her sibling.
The John Trust is an irrevocable grantor trust organized by
John Horejsi for the benefit of his issue, sibling, and the issue of
his sibling.
Badlands is a corporation organized under the banking laws of
South Dakota to act as a private trust company to administer the
Trust, the Brown Trust, the Mildred Trust, the Stewart Trust, the
Susan Trust, and the John Trust as well as other affiliated trusts.
None of the Susan Trust, the John Trust, Badlands, to the best
of our knowledge the Reporting Persons, the executive officers and
directors of Badlands, has been convicted in a criminal proceeding
in the past five years (excluding traffic violations or similar
misdemeanors). During the past five years, none of the Susan
Trust, the John Trust, Badlands, to the best of our knowledge the
Reporting Persons, the executive officers and directors of Badlands,
was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws of finding any violation with
respect to such laws.
The Susan Trust and the John Trust are trusts organized under
the laws of South Dakota. Badlands is a South Dakota corporation.
The executive officers and directors of Badlands are all citizens of
the United States.
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 Stewart Trust to
purchase the Shares as reported in Item 5(c) was $2,575,110.20.
Such funds were provided by the Stewart Trust's cash on hand and
from intertrust advances from affiliated trusts under the Cash
Management Agreement.
The total amount of funds required by the Susan Trust to
purchase the Shares as reported in Item 5(c) was $880.35. Such
funds were provided by the Susan Trust's cash on hand.
The total amount of funds required by the John Trust to
purchase the Shares as reported in Item 5(c) was $880.35. Such
funds were provided by the John Trust's cash on hand.
Item 4. Purpose of Transaction.
No change except for the addition of the following:
The Stewart Trust acquired the Shares described in Item
5(c) of this statement in order to increase its equity interest in
the Company. The Susan Trust and the John Trust acquired the Shares
described in Item 5(c) of this statement in order to acquire an
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 June 27, 2000, Stewart R. Horejsi, on behalf of the
Reporting Persons, sent a letter to Thomas T. Mooney, President of
the Company, requesting a copy of the Company's By-Laws. As of
August 4, 2000, Mr. Mooney has not responded to the June 27, 2000
letter. The June 27, 2000 letter prepared by Mr. Horejsi is
attached as Exhibit 7 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 May 1, 2000, according to information contained in the
Company's Annual Report for the period ending March 30, 2000 (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
1,922,400 Shares, or approximately 7.81% of the Outstanding Shares.
The Stewart Trust is the direct beneficial owner of 1,204,100
Shares, or approximately 4.89% of the Outstanding Shares. The Susan
Trust is the direct beneficial owner of 100 Shares, or approximately
.00041% of the Outstanding Shares. The John Trust is the direct
beneficial owner of 100 Shares, or approximately .00041% 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,
the Mildred Trust, the Stewart Trust, the Susan Trust, and the John
Trust. Mr. Horejsi disclaims all such beneficial ownership.
(c) The table below sets forth purchases of the Shares
by the Stewart Trust since July 5, 2000. Such purchases were effected
by the Stewart Trust on the New York Stock Exchange.
Date Amount of Shares Approximate Price
Per Share
(exclusive of commissions)
07/05/00 12300 $8.2500
07/05/00 8400 $8.1875
07/05/00 5000 $8.1875
07/05/00 2400 $8.2500
07/05/00 2100 $8.1875
07/05/00 2100 $8.1875
07/06/00 700 $8.1250
07/07/00 2600 $8.1250
07/07/00 600 $8.1875
07/10/00 4000 $8.3750
07/10/00 4000 $8.3750
07/10/00 4000 $8.3750
07/10/00 3500 $8.2500
07/10/00 2600 $8.2500
07/10/00 1700 $8.3750
07/10/00 700 $8.2500
07/11/00 5000 $8.3750
07/11/00 2000 $8.3750
07/11/00 1400 $8.3750
07/12/00 5000 $8.3750
07/12/00 4900 $8.3125
07/13/00 4600 $8.3750
07/13/00 3000 $8.3750
07/13/00 2900 $8.3750
07/13/00 1100 $8.3125
07/13/00 500 $8.3750
07/14/00 4000 $8.3750
07/14/00 2000 $8.3750
07/14/00 2000 $8.3750
07/14/00 2000 $8.3750
07/14/00 1000 $8.3750
07/14/00 1000 $8.3125
07/14/00 300 $8.2500
07/14/00 10000 $8.3750
07/14/00 200 $8.3750
07/18/00 3000 $8.3750
07/18/00 800 $8.3750
07/18/00 800 $8.3750
07/19/00 15000 $8.3750
07/19/00 9700 $8.3750
07/19/00 6300 $8.2500
07/19/00 5000 $8.3750
07/19/00 3300 $8.3750
07/19/00 2000 $8.3125
07/19/00 2000 $8.3125
07/19/00 1000 $8.3125
07/19/00 1000 $8.3125
07/19/00 300 $8.3125
07/20/00 2600 $8.3125
07/24/00 7000 $8.4375
07/24/00 5000 $8.5000
07/24/00 5000 $8.5000
07/24/00 2400 $8.5000
07/24/00 2000 $8.4375
07/25/00 6000 $8.5000
07/25/00 4000 $8.5000
07/25/00 1000 $8.4375
07/26/00 2000 $8.4375
07/27/00 12000 $8.5000
07/27/00 10000 $8.5000
07/27/00 7100 $8.5000
07/27/00 5000 $8.4375
07/27/00 600 $8.4375
07/28/00 22200 $8.4375
07/31/00 7200 $8.4375
07/31/00 2700 $8.5000
08/01/00 7200 $8.5625
08/01/00 6000 $8.5000
08/01/00 5000 $8.5000
08/01/00 4700 $8.5000
08/02/00 1400 $8.5000
08/03/00 10000 $8.5000
08/03/00 8600 $8.5000
The table below sets forth purchases of the Shares by the
Susan Trust. Such purchases were effected by the Susan Trust on the
New York Stock Exchange.
Date Amount of Shares Approximate Price
Per Share
(exclusive of commissions)
07/10/00 100 $8.2500
The table below sets forth purchases of the Shares by
the John Trust. Such purchases were effected by the John Trust
on the New York Stock Exchange.
Date Amount of Shares Approximate Price
Per Share
(exclusive of commissions)
07/10/00 100 $8.2500
(d) The Susan Trust has the right to receive and the
power to direct the receipt of dividends from, and proceeds from the
sale of, Shares held by it.
The John Trust has the right to receive and the power to
direct the receipt of dividends from, and proceeds from the sale of,
Shares held by it.
Item 7. Material to be filed as Exhibits
No change except for the addition of the following:
Exhibit 1 Joint Filing Agreement
Exhibit 7 Letter from Stewart R. Horejsi to Thomas T.
Mooney, President dated June 27, 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: August 4, 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, the Mildred B.
Horejsi Trust, the Stewart R.
Horejsi Trust No. 2, the Susan L.
Ciciora Trust, and the John S.
Horejsi Trust.
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby (i) agree to the
joint filing with all other Reporting Persons (as such term is
defined the statement on Schedule 13D described below) on behalf of
each of them of a statement on Schedule 13D (including amendments
thereto) with respect to the Common Stock, $.001 par value per
share, of First Financial Fund, Inc., a Maryland corporation and
(ii) agree that this Agreement be included as an Exhibit to such
joint filing. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one and
the same instrument. In witness whereof, the undersigned hereby
execute this Agreement this 4th day of August, 2000.
Date: August 4, 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, the Mildred B.
Horejsi Trust, the Stewart R.
Horejsi Trust No. 2, the Susan L.
Ciciora Trust, and the John S.
Horejsi Trust.
Exhibit 7
STEWART R. HOREJSI
200 SOUTH SANTA FE
SALINA, KANSAS 67401
EMAIL [email protected]
June 27, 2000
First Financial Fund, Inc.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-4077
Attention: Thomas T. Mooney, President
Dear Mr. Mooney:
As you are aware, the Ernest Horejsi Trust No. 1B, the Lola
Brown Trust No. 1B, the Mildred B. Horejsi Trust and the Stewart
R. Horejsi Trust No. 2 (collectively, the "Trusts") are
shareholders of First Financial Fund, Inc. ("FF").
It appears from our review of FF's recent annual report that
the FF Board of Directors made amendments to the FF bylaws
earlier this year, although I do not recall that you made a copy
of the changes available to FF's stockholders. The Trusts would
appreciate receiving a copy of the current version of the bylaws,
and, in addition, would appreciate receiving copies of any
further changes to the bylaws made by the FF Board of Directors.
Please send these documents to the Trusts c/o Stewart R.
Horejsi, 5452 E. Morrision Ln., Paradise Valley, Arizona, 85253.
In addition, I understand you and FF's attorney recently
called in response to a telephone conversation I had with Mary
Ann Tynan at Wellington. On behalf of the Trusts, who, as you
know, are by far FF's largest shareholders, I would welcome the
opportunity to have a discussion with you. The issues I have to
discuss are commercial in nature rather than legal and so I see
no reason for an attorney to be involved. The issues are the
type of thing a hired manager should discuss with his owners
without the need for legal advice. As a result, I have no
interest in a discussion with your attorney. Should FF's
attorney need to contact anyone, the Trusts' attorney in this
regard is Thomas R. Stephens at Bartlit Beck in Denver (303-592-
3144).
Please contact me if you have questions concerning the
Trusts' request.
Sincerely,
/s/ Stewart R. Horejsi
Stewart R. Horejsi
