SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3/A NO.1
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
FIRSTCITY FINANCIAL CORPORATION
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(Name of the Issuer)
FIRSTCITY FINANCIAL CORPORATION
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(Name of Person(s) Filing Statement)
Special Preferred Stock
($.01 par value per share)
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(Title of Class of Securities)
33761X 206
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(CUSIP Number of Class of Securities)
James R. Hawkins
FirstCity Financial Corporation
6400 Imperial Drive
Waco, Texas 76712
(817) 751-1750
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
Copy to:
Steven D. Rubin
Weil, Gotshal & Manges LLP
700 Louisiana, Suite 1600
Houston, Texas 77002
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13E-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [x] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in check box (a) are preliminary copies: [ ]
HOFS02...:\92\54892\0009\5267\SCH7167I.51B
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INTRODUCTORY STATEMENT
This Amendment No. 1 amends and supplements the Rule 13E-3 Transaction
Statement (the "Schedule 13E-3") filed with the Securities and Exchange
Commission on June 19, 1997, by FirstCity Financial Corporation, a Delaware
corporation (the "Company"), relating to the offer by the Company to purchase
all of the outstanding shares of Special Preferred Stock of the Company, upon
the terms and subject to the conditions set forth in the Offer to Exchange dated
June 18, 1997, as amended (the "Offer to Exchange"), and in the related Letter
of Transmittal (which together constitute the "Offer").
This Amendment No. 1 reflects the extension by press release dated July
18, 1997 of the date and time at which the Offer to Exchange expires from 12:00
midnight, New York City time, on July 18, 1997 to 5:00pm, New York City
time, on July 31, 1997.
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13E-3 or in the Offer to Exchange.
The following cross reference sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location of information included
in response to the Items of this Amendment in the Schedule 13E-4 (as so amended,
the "Amended Schedule 13E-4").
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Cross Reference Sheet
Item in Location in
Schedule 13E-3 Related Schedule 13E-4
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Item 4(a).......................................... *
Item 16............................................ Item 8(e)
Item 17(d)......................................... Item 9(a)
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* There is no applicable Item contained in the Related Schedule 13E-4.
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ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in Item 4(a) of the Schedule 13E-3 is
hereby amended as follows:
As set forth in the Press Release, dated July 18, 1997, which is
attached hereto as exhibit 99.(d)(5) (the "Press Release"), the
complete text of which is incorporated herein by reference, the
Company has extended the time and date of expiration of the
Exchange Offer to 5:00pm, New York City time, on Thursday, July 31,
1997 (the "New Expiration Date").
ITEM 16. ADDITIONAL INFORMATION
The information set forth in Item 4(a) of Amendment No. 1 to the
Company's Schedule 13E-3 is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
99.(d)(5) Press Release, dated July 18, 1997.
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SIGNATURE
After due 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.
FirstCity Financial Corporation
By: /s/ James R. Hawkins
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Name: James R. Hawkins
Title: Chairman of the Board,
Chief Executive Officer and
Director
July 18, 1997
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Exhibit 99(d)(5)
FirstCity Financial Extends Exchange Offer
Until July 31, 1997
Houston, July 18, 1997 . . . FirstCity Financial Corporation announced
that it is extending the expiration of its exchange offer for its Special
Preferred stock until 5 p.m. New York time on Thursday July 31, 1997.
Terms of the exchange offer allow a holder of outstanding Special
Preferred stock to exchange shares of such stock for an equal number of
FirstCity's redeemable New Preferred stock. As with the existing Special
Preferred, the redemption value of the New Preferred Stock will be $21. The New
Preferred stock will have an annual dividend rate of $3.15 per share, payable
quarterly, until September 30, 1998. Beginning October 1, 1998 the dividend rate
will adjust downward to $2.10 per year or 10% of the New Preferred redemption
value. The New Preferred will be callable on or after September 30, 2003 and is
to be redeemed on September 30, 2005. Consummation of the exchange remains
conditioned upon, among other things, at least 1,500,000 of Special Preferred
stock being validly tendered and not withdrawn prior to the expiration of the
exchange offer. Other terms and conditions of the exchange offer which are
outlined in the offering circular dated June 18, 1997 remain unchanged.
The exchange is generally structured to be a tax free exchange and the New
Preferred stock is expected to qualify for dividend received exclusions under
the current IRS code, subject to applicable limitations.
James Hawkins, Chairman of FirstCity noted, "We are very enthusiastic
about this offer to our current Special Preferred shareholders. The preferred
they now hold is to be redeemed in September of 1998, at which point the holders
will have a tax consequence from the redemption of the security. Exchanging for
the new preferred allows a holder to defer any tax recognition and provides the
holder with a new preferred at very competitive dividend rates. We believe this
is a very attractive offer for our preferred holders. With the timing of this
offer falling during summer vacations as well as the relatively short duration
of the initial exchange period, we determined that an extension is necessary to
assure that all holders have ample time to consider the exchange."
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As of 4 p.m. New York City time on Friday, July 18, 1997, 935,000 shares
have been tendered pursuant to the offer.
Holders who would like additional information regarding the exchange offer
should contact Suzy Taylor-Vice President of Investor Relations for FirstCity at
713-652-1810.
FirstCity Financial Corporation is a diversified financial services
company engaged in portfolio acquisition, consumer lending, mortgage banking and
asset servicing through approximately 50 offices in the US and with affiliate
organizations in Europe and Mexico. Its common (FCFC) and special preferred
(FCFCP) stock are listed on the NASDAQ National Market System.
