FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRSTCITY FINANCIAL CORPORATION
(formerly First City Bancorporation of Texas, Inc.)
(Exact name of registrant as specified in its charter)
Delaware 76-0243729
(State of incorporation or organization) (I.R.S. Employer Identification No.)
6400 Imperial Drive, Waco, Texas 76712
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Not Applicable Not Applicable
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
New Preferred Stock, par value $.01 per share
(Title of class)
1
HOFS02...:\92\54892\0009\5267\FRM6257J.08B
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
GENERAL
On June 18, 1997, FirstCity Financial Corporation (the "Registrant")
offered, upon the terms and subject to the conditions stated in its Offer to
Exchange (the "Exchange Offer") and the accompanying Letter of Transmittal, to
exchange for each currently outstanding share of Special Preferred Stock, $.01
par value per share ("Special Preferred Stock"), tendered to the Registrant one
share of the Registrant's New Preferred Stock, par value $.01 per share ("New
Preferred Stock"), bearing an initial dividend rate of 15% which adjusts to 10%
after 15 months, with a Nominal Stated Value of $21.00 per share. Unless the
Exchange Offer is extended, the Exchange Offer will expire at 12:00 midnight,
New York City time on Friday, July 18, 1997 (the "Expiration Date"). The
Exchange Offer is being made for the 1,923,481 outstanding shares of Special
Preferred Stock. However, the Exchange Offer is conditioned upon a minimum of
1,500,000 shares of Special Preferred Stock, having an aggregate redemption
value equal to at least $31,500,000 being validly tendered and not withdrawn
prior to the Expiration Date.
This registration statement on Form 8-A pertains only to the New Preferred
Stock.
NEW PREFERRED STOCK
Upon any voluntary or involuntary liquidation, dissolution or winding up
of the affairs of Registrant, holders of the New Preferred Stock will be
entitled to receive $21.00 per share plus any accrued and unpaid dividends
before any distribution is made on the Common Stock, or on any other shares of
capital stock ranking junior to the New Preferred Stock. After provision for the
preferential amounts to which the New Preferred Stock and other series of
preferred stock of the Registrant will be entitled, the holder of any shares of
capital stock ranking junior to the New Preferred Stock will be entitled to
receive the remaining assets according to their respective rights. The dividend
and liquidation rights of the New Preferred Stock are senior to those of the
other series of preferred stock of the Registrant except that they are junior to
the Special Preferred Stock. If the assets of the Registrant are not sufficient
to pay in full the liquidation preference payable to the holders of New
Preferred Stock and other series of preferred stock of the Registrant, each will
share ratably in such distribution of assets. A consolidation or merger of the
Registrant with another entity will not be deemed a voluntary or involuntary
liquidation, dissolution or winding up of the Registrant.
Dividends on the New Preferred Stock initially will accrue quarterly at an
annual rate of $3.15 per share reducing to an annual rate of $2.10 per share on
October 1, 1998, and will be cumulative. Dividends will be payable by the
Registrant, when, as and if declared by its Board of Directors, out of funds
legally available therefor in equal quarterly payments on the last business day
of March, June, September and December (each of such dates being a "dividend
payment date") in each year with respect to the quarter ending on the last day
of the month in which payment is made, commencing on the last business day of
the first full quarter
2
<PAGE>
following the date of first issuance of the New Preferred Stock (the "Issuance
Date"). Such payment of dividends will be in preference to dividends on any
shares of capital stock ranking junior to the New Preferred Stock.
The shares of New Preferred Stock have no preemptive or conversion rights,
nor any sinking fund provisions. The New Preferred Stock will not be subject to
any calls or assessments of the Registrant until September 30, 2003.
There are no restrictions on the repurchase or redemption of shares of New
Preferred Stock by the Registrant as a result of any arrearage in the payment of
dividends.
The holders of the New Preferred Stock will have no voting rights except
as otherwise provided by law and as set forth in the Registrant's Certificate of
Incorporation, except that the holders of New Preferred Stock, voting as a
single class shall have the right to elect two directors if (a) dividends shall
be in arrears in an aggregate amount equal to six quarterly dividends on all
shares of preferred stock and (b) in certain other circumstances in which their
existing rights as holders of preferred stock are affected. In any such vote,
holders of the New Preferred Stock will be entitled to one vote for each such
share.
There is no provision in the Certificate of Incorporation for cumulative
voting with respect to the election of directors of the Registrant.
Dividends in respect of shares of Special Preferred Stock validly tendered
and accepted in exchange for New Preferred Stock will be paid through June 30,
1997. Dividends in respect of such shares will not be paid after June 30, 1997,
but dividends on the New Preferred Stock will accrue from and after July 1,
1997.
The New Preferred Stock may not be redeemed optionally by the Registrant
prior to September 30, 2003. Thereafter, the New Preferred Stock may be
redeemed, in whole or in part, at the option of the Registrant, at $21.00 per
share, together with accrued and unpaid dividends. The Registrant will be
required to redeem all outstanding shares of New Preferred Stock at $21.00 per
share, together with accrued and unpaid dividends, on or before September 30,
2005. In the event that fewer than all the outstanding shares of New Preferred
Stock are to be redeemed, the number of shares to be redeemed will be determined
by the Board of Directors and the shares to be redeemed will be determined by
lot or pro rata as may be determined by the Board of Directors. Notice of
redemption will be given by first class mail, postage prepaid, at least 30 days
but no more than 60 days before the redemption date to each holder of record of
the shares of New Preferred Stock to be redeemed, at the address of such holder
shown on the books of the Registrant. On and after the redemption date,
dividends will cease to accrue on shares of New Preferred Stock called for
redemption and all rights of holders of such shares will terminate, except the
right to receive the redemption price (unless the Registrant defaults in the
payment of the redemption price).
The Registrant will apply for the inclusion of the New Preferred Stock on
the National Association of Securities Dealers Automated Quotations System
("Nasdaq") and for designation of the New Preferred Stock on the Nasdaq National
Market System.
3
<PAGE>
ITEM 2. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
1.1 Offer to Exchange, dated June 18, 1997 (incorporated herein by
reference to Exhibit 99.(a)(1) of the Registrant's Schedule 13E-4
dated June 18, 1997 filed with the Commission on June 19, 1997).
1.2 Letter of Transmittal dated June 18, 1997 (incorporated herein by
reference to Exhibit 99.(a)(2) of the Registrant's Schedule 13E-4
dated June 18, 1997 filed with the Commission on June 19, 1997).
1.3 Letter sent from the Registrant to the Holders of Special Preferred
Stock, dated June 18, 1997 (incorporated herein by reference to
Exhibit 99.(a)(3) of the Registrant's Schedule 13E-4 dated June 18,
1997 filed with the Commission on June 19, 1997).
1.4 Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees, dated June 18, 1997 (incorporated herein by
reference to Exhibit 99.(a)(4) of the Registrant's Schedule 13E-4
dated June 18, 1997 filed with the Commission on June 19, 1997).
2.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.1 of the Registrant's
Form 8-K dated July 3, 1995 filed with the Commission on July 18,
1995).
2.2 Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.2 of the Registrant's Form 8-K dated July 3, 1995 filed
with the Commission on July 18, 1995).
2.3 Joint Plan of Reorganization by First City Bancorporation of Texas,
Inc., Official Committee of Equity Security Holders and J-Hawk
Corporation, with the Participation of Cargill Financial Services
Corporation, Under Chapter 11 of the United States Bankruptcy Code,
Case No. 392-39474-HCA-11 (incorporated herein by reference to
Exhibit 2.1 of the Registrant's Form 8-K dated July 3, 1995 filed
with the Commission on July 18, 1995).
4
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
on Form 8-A to be signed on its behalf by the undersigned, thereto duly
authorized.
FIRSTCITY FINANCIAL CORPORATION
/s/ Matt A. Landry, Jr.
-----------------------------------------
Matt A. Landry, Jr.
Executive Vice President
Date: July 10, 1997
5
<PAGE>
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
1.1 Offer to Exchange, dated June 18, 1997 (incorporated herein by
reference to Exhibit 99.(a)(1) of the Registrant's Schedule 13E-4
dated June 18, 1997 filed with the Commission on June 19, 1997).
1.2 Letter of Transmittal (incorporated herein by reference to Exhibit
99.(a)(2) of the Registrant's Schedule 13E-4 dated June 18, 1997
filed with the Commission on June 19, 1997).
1.3 Letter sent from Registrant to the Holders of Special Preferred
Stock, dated, June 18, 1997 (incorporated herein by reference to
Exhibit 99.(a)(3) of the Registrant's Schedule 13E-4 dated June 18,
1997 filed with the Commission on June 19, 1997).
1.4 Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees, dated June 18, 1997 (incorporated herein by
reference to Exhibit 99.(a)(4) of the Registrant's Schedule 13E-4
dated June 18, 1997 filed with the Commission on June 19, 1997).
2.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.1 of the Registrant's
Form 8-K dated July 3, 1995 filed with the Commission on July 18,
1995).
2.2 Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.2 of the Registrant's Form 8-K dated July 3, 1995 filed
with the Commission on July 18, 1995).
2.3 Joint Plan of Reorganization by First City Bancorporation of Texas,
Inc., Official Committee of Equity Security Holders and J-Hawk
Corporation, with the Participation of Cargill Financial Services
Corporation, Under Chapter 11 of the United States Bankruptcy Code,
Case No. 392-39474-HCA-11 (incorporated herein by reference to
Exhibit 2.1 of the Registrant's Form 8-K dated July 3, 1995 filed
with the Commission on July 18, 1995).
6
