SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3/A NO.3
(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
(254) 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\SCH8057J.23A
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INTRODUCTORY STATEMENT
This Amendment No. 3 amends and supplements the Rule 13E-3 Transaction
Statement (the "Schedule 13E-3") 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, and by the Schedule
13E-3/A No. 2 filed with the Commission on July 30, 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 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. 3 reflects the results of the Offer, which expired at
5:00 p.m. New York City time on August 4, 1997, as revealed by press release,
dated August 5, 1997 (the "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-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 amended.
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Cross Reference Sheet
Item in Location in
Schedule 13E-3 Related Schedule 13E-4
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Item 16............................................ Item 8(e)
Item 17(d)......................................... Item 9(a)
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ITEM 16. ADDITIONAL INFORMATION
As set forth in the Press Release, dated August 5, 1997, which is
attached hereto as Exhibit (d)(8) and the complete text of which
is incorporated herein by reference, approximately 1,066,000
shares of Special Preferred Stock were tendered and not withdrawn
prior to August 4, 1997, the date on which the Offer expired.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
99.(d)(8) Press Release, dated August 5, 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
August 8, 1997
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EXHIBIT INDEX
Exhibit No. Description
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99.(d)(8) Press Release, dated August 5, 1997.
Exhibit 99(d)(8)
NEW PREFERRED STOCK APPROVED FOR LISTING
ON NASDAQ NATIONAL MARKETS
Houston, August 5, 1997 . . . FirstCity Financial Corporation announced
today that its New Preferred Stock, which was issued pursuant to its exchange
offer, was approved for quotation on NASDAQ National Markets. The trading symbol
for the New Preferred Stock, which will be eligible for trading beginning
Thursday, August 7, 1997, will be FCFCO.
The exchange offer, under which the New Preferred Stock was created,
expired at 5 p.m. New York City time, on Monday, August 4, 1997. Approximately
1,066,000 of the company's Special Preferred Stock were tendered for exchange
for the New Preferred Stock.
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. Its common (FCFC), Special Preferred (FCFCP) and New
Preferred (FCFCO) stocks are listed on the NASDAQ National Market System.
