SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-4/A NO.2
(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\1848\SCH7287P.29A
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INTRODUCTORY STATEMENT
This Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Schedule 13E-4") filed with the Securities and
Exchange Commission (the "Commission") on June 19, 1997, as amended by the
Schedule 13E-3/A No.1 filed with the Commission on July 22, 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, upon the terms and subject to the conditions set forth in the
Offer to Exchange dated June 18, 1997, as amended by the Supplement to Offer to
Exchange dated July 25, 1997 (the "Offer to Exchange"), and in the related
Letter of Transmittal (which together constitute the "Offer").
This Amendment No. 2 reflects the Company's extension by press release,
dated July 25, 1997 (the "Press Release"), of the date and time at which the
Offer to Exchange expires from 5:00 p.m., New York City time, on July 18, 1997
to 5:00 p.m., New York City time, on August 4, 1997.
This Amendment No. 2 also reflects the Company's waiver of the minimum
tender condition by Press Release.
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13E-4 or in the Offer to Exchange.
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ITEM 8. ADDITIONAL INFORMATION.
(e) The information set forth in Section 8(e) of the Schedule 13E-4 is
hereby amended to read in its entirety as follows:
As set forth in the Press Release, dated July 25, 1997, which is
attached hereto as exhibit 99.(a)(6) (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 5:00 p.m., New York City time, on Monday,
August 4, 1997 (the "New Expiration Date") and has waived the
minimum tender condition.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
99.(a)(7) Press Release, dated July 18, 1997.
99.(a)(8) Supplement to Offer to Exchange, dated July 25, 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 29, 1997
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Exhibit 99(a)(7)
FirstCity Waives Minimum Tender Condition
on Special Preferred Exchange Offer
Houston, July 25, 1997 . . . FirstCity Financial Corporation announced
that its exchange offer currently outstanding to holders of its Special
Preferred Stock has been amended to waive the minimum tender condition. The
obligation of the company to consummate the exchange offer was originally
conditioned upon a minimum of 1,500,000 shares being tendered. The offer, as
amended, now has no minimum tender condition.
As of July 25, 1997 997,000 shares have been tendered pursuant to the
offer.
To allow for the required mailing of the amendment to holders of the
Special Preferred, the expiration of the offer has been extended to 5:00 p.m.
New York City time, on Monday, August 4, 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. 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
may 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
<PAGE>
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."
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) stocks are listed on the NASDAQ National Market System.
SUPPLEMENT TO OFFER TO EXCHANGE Exhibit 99.(a)(8)
FIRSTCITY FINANCIAL CORPORATION
OFFER TO EXCHANGE
This Supplement (the "Supplement") supplements the Offer to Exchange dated
June 18, 1997 (the "Offering Circular") with respect to the offer (the "Exchange
Offer") by FirstCity Financial Corporation ("FirstCity" or the "Company") to
exchange each share of its outstanding Special Preferred Stock, $.01 par value
per share ("Special Preferred Stock"), for one share of the Company's New
Preferred Stock, $.01 par value per share ("New Preferred Stock"). This
Supplement should be read in conjunction with the Offering Circular. Capitalized
terms used but not defined herein have the meanings assigned to them in the
Offering Circular.
The purpose of this Supplement is to (1) extend the expiration date of the
Exchange Offer and (2) waive the Minimum Tender Condition. The Exchange Offer
has been extended to 5:00 p.m., New York City time on August 4, 1997, unless
further extended (the "Expiration Date"). The Minimum Tender Condition has been
waived so that the Exchange Offer is no longer conditioned upon a minimum number
of shares of Special Preferred Stock being validly tendered and not withdrawn
prior to the Expiration Date. EXCEPT AS SET FORTH HEREIN, THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER REMAIN AS SET FORTH IN THE OFFERING CIRCULAR.
NEITHER THIS TRANSACTION NOR THESE SECURITIES HAVE BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION. THE COMMISSION HAS NOT PASSED UPON
THE FAIRNESS OR MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.
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THE EXCHANGE OFFER HAS BEEN EXTENDED TO 5:00 P.M., NEW YORK CITY
TIME ON AUGUST 4, 1997 (THE "EXPIRATION DATE"). TENDERS OF SPECIAL
PREFERRED STOCK MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION
DATE.
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THE DATE OF THIS SUPPLEMENT IS JULY 25, 1997.
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<PAGE>
AMENDMENTS TO THE EXCHANGE OFFER
The following sections of the Offering Circular have been modified as
described below. Except as set forth below and elsewhere in this Supplement, the
terms and conditions of the Exchange Offer remain as stated in the Offering
Circular.
SUMMARY--THE EXCHANGE OFFER
This section has been amended by changing the last sentence thereof to
read, in its entirety, as follows:
The Exchange Offer is not conditioned upon any minimum number of shares of
Special Preferred Stock being validly tendered and not withdrawn prior to
August 4, 1997 (the "Expiration Date").
SUMMARY--CONDITIONS TO THE EXCHANGE OFFER
This section has been amended by changing first sentence thereof to read,
in its entirety, as follows:
The obligation of the Company to consummate the Exchange Offer is subject
to certain conditions as described in this Exchange Offer, including,
among others, the requirement that there shall not have occurred any
change or development involving a prospective change in or affecting the
business or financial affairs of the Company which, in the sole judgment
of the board of directors of the Company (the "Board of Directors"), would
or might prohibit, restrict or delay consummation of the Exchange Offer or
materially impair the contemplated benefits to the Company of the Exchange
Offer.
RISK FACTORS--RECENT DEVELOPMENTS
This section has been amended by changing the third paragraph thereof to
read, in its entirety, as follows:
In identifying Harbor as a prospective strategic partner with which
to merge, FirstCity was attracted to the combination of Harbor's
origination and servicing operations as well as the management strengths
exhibited by the senior management team of Harbor. The Harbor Merger was
consummated on July 1, 1997. Pursuant to the terms of the agreement,
FirstCity issued 1,580,986 shares of its common stock in exchange for 100%
of the outstanding capital stock of Harbor. The transaction was approved
by the shareholders of both companies. The Harbor Merger was treated as a
pooling of interests, and Harbor is now operating as a wholly owned
subsidiary of FirstCity.
THE EXCHANGE OFFER--GENERAL
This section has been amended by changing the third sentence thereof to
read, in its entirety, as follows:
The consummation of the Exchange Offer is not conditioned upon a minimum
number of shares of Special Preferred Stock being validly tendered and not
withdrawn prior to the Expiration Date.
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THE EXCHANGE OFFER--CONDITIONS
This section has been amended by changing the first sentence of the first
paragraph thereof to read, in its entirety, as follows:
The obligation of the Company to consummate the Exchange Offer is subject
to certain conditions, including, among others, the requirement that there
shall not have occurred any change or development involving a prospective
change in or affecting the business or financial affairs of the Company
which, in the sole judgment of the Board of Directors, would or might
prohibit, restrict or delay consummation of the Exchange Offer or
materially impair the contemplated benefits to the Company of the Exchange
Offer.
THE EXCHANGE OFFER--EXPIRATION; EXTENSION; TERMINATION; AMENDMENT
This section has been amended by changing the first sentence of the first
paragraph thereof to read, in its entirety, as follows:
The Exchange Offer will expire at 5:00 p.m., New York City time, on
Monday, August 4, 1997 (the "Expiration Date").
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CAPITALIZATION
This section has been amended to read, in its entirety, as follows:
The following table sets forth the total capitalization of the Company
(giving pro forma effect to the merger of Harbor) (i) as of March 31, 1997, (ii)
pro forma to reflect the conversion of 1,000,000 of Special Preferred Stock into
New Preferred Stock and (iii) pro forma to reflect the conversion of all the
outstanding shares of Special Preferred Stock (2,106,456 as of March 31, 1997)
into New Preferred Stock. The pro forma information should be read in
conjunction with the historical financial statements of FirstCity and the
related notes thereto. The pro forma information is not necessarily indicative
of the results of operations or financial position that would have resulted had
the proposed conversion of special preferred stock been consummated at the
beginning of the periods indicated, nor is it necessarily indicative of the
results of operations of future periods or future combined financial position.
<TABLE>
<CAPTION>
AS OF MARCH 31, 1997
(Amounts in thousands except per share data)
Pro forma
with Pro forma
1,000,000 with all
shares shares
Actual converting converting
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<S> <C> <C> <C>
Liabilities:
Notes payable $ 337,919 $ 337,919 $ 337,919
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Special preferred stock, including
dividends of $1,659, $871 and $0,
respectively (nominal stated value of
$21 per share; 2,500,000 shares
authorized; issued and outstanding:
2,106,456 and 1,106,456 respectively) 45,894 24,106 --
Optional preferred stock, including
dividends of $0, $788 and $1,659,
respectively (par value $.01 per share;
100,000,000 shares authorized; 0,
1,000,000 and 2,106,456 shares
issued and outstanding, respectively) -- 21,788 45,894
Shareholders' equity:
Paid in capital 30,169 30,169 30,169
Retained earnings 62,220 62,220 62,220
Common stock (par value $.01 per
share; 100,000,000 shares
authorized; issued and
outstanding: 4,935,743) 65 65 65
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Total shareholders' equity: 92,454 92,454 92,454
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Total capitalization: $ 476,267 $ 476,267 $ 476,267
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</TABLE>
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MARKET INFORMATION--MARKET PRICES
This section has been amended to restate the information regarding the
high and low sale prices of Special Preferred Stock during 1997 to read, in its
entirety, as follows:
DIVIDENDS
QUARTER ENDED HIGH LOW PAID
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1997
March 31................. 23.88 22.88 .79
Second Quarter........... 24.38 22.88 .79
Third Quarter (through
July 24, 1997)........... 22.75 22.38 .79
On July 24, 1997, the last full day of trading prior to the public
announcement of the extension and modification of the Exchange Offer, the
closing per share sale price of Special Preferred Stock as reported in NASDAQ
was $22.38 per share of Special Preferred Stock.
LETTERS OF TRANSMITTAL
The Company has updated its Letter of Transmittal, which is being
distributed herewith. The Company has not updated other documents previously
distributed in connection with the Exchange Offer. Holders of Special Preferred
Stock may use the updated Letter of Transmittal or the originally distributed
Letter of Transmittal and other documents, as appropriate, to tender their
shares of Special Preferred Stock for exchange. All such documents shall be
deemed to have been amended, as appropriate, by this Supplement. If needed,
assistance or additional copies of such documents or the Offering Circular can
be obtained by making a request to the Company at the following address:
1021 Main, Suite 250
Houston, Texas 77002
Attention: Suzy Taylor, Vice President-Investor Relations
(713) 652-1810
American Stock Transfer & Trust Company has been appointed Exchange Agent
for the Exchange Offer. All deliveries and correspondence sent to the Exchange
Agent should be directed to the following address:
40 Wall Street, 46th Floor
New York, New York 10005
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