SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)
FIRSTCITY FINANCIAL CORPORATION
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
33761X107
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(CUSIP number)
JAMES T. SARTAIN
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)
JULY 1, 1997
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(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 Rule 13d-1 (b)(3) or (4), check the following
box |_|.
Check the following box if a fee is being paid with the statement . (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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CUSIP NO. 33761X107 13D Page 2 of 9 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Richard Gillen (SS# ###-##-####)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
696,659 SHARES OF COMMON STOCK
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9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
696,659 SHARES OF COMMON STOCK
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
696,659 SHARES OF COMMON STOCK
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
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CUSIP NO. 33761X107 13D Page 3 of 9 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bernice Gillen (SS# ###-##-####)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
---------------------------------------------------------
8 SHARED VOTING POWER
696,659 SHARES OF COMMON STOCK
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
696,659 SHARES OF COMMON STOCK
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
696,659 SHARES OF COMMON STOCK
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
<PAGE>
(PAGE 4 OF 9 PAGES)
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Item 1. Security and Issuer.
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This Statement on Schedule 13D relates to the Common Stock,
par value $.01 per share ("Common Stock"), of FirstCity Financial Corporation, a
Delaware corporation ("FirstCity" or the "Issuer"), issued pursuant to the
Agreement and Plan of Merger described in Item 3 below. The principal executive
offices of FirstCity are located at 6400 Imperial Drive, Waco, Texas 76712.
Item 2. Identity and Background.
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(a)-(c) This Statement is filed by Richard and Bernice
Gillen who are referred to collectively herein as the "Reporting Persons."
Richard Gillen's business address is 340 N. Sam Houston
Parkway East, Suite 100, Houston, Texas 77060. Mr. Gillen's present principal
occupation is serving as Chairman of the Board, Chief Executive Officer and
President of Harbor Financial Group, Inc. ("Harbor"), a direct, wholly-owned
subsidiary of FirstCity located at the address listed above. Harbor is a holding
company that, through its subsidiary, Harbor Financial Mortgage Corporation, is
engaged principally in the mortgage banking business to originate, purchase,
sell and service mortgage loans. Mr. Gillen is a citizen of the United States of
America.
Bernice Gillen's business address is 340 N. Sam Houston
Parkway East, Suite 100, Houston, Texas 77060. Mrs. Gillen's present principal
occupation is serving as Vice President of Human Resources of Harbor. Mrs.
Gillen is a citizen of the United States of America.
(d)-(e) No Reporting Person has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree, or final order enjoining future
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(PAGE 5 OF 9 PAGES)
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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Pursuant to the Agreement and Plan of Merger dated as of March
26, 1997, as amended (as so amended, the "Merger Agreement"), among FirstCity,
HFGI Corporation ("Acquisition Corp.") and Acquisition Corp. merged with and
into Harbor and Harbor became a direct, wholly-owned subsidiary of FirstCity
(the "Harbor Merger"). Upon consummation of the Harbor Merger on July 1, 1997,
former holders of common stock of Harbor received, in the aggregate, 1,580,389
shares of FirstCity Common Stock representing approximately 24.3% of the total
Common Stock then outstanding. The shares of Harbor common stock owned by
Richard and Bernice Gillen were converted into 736,659 shares of FirstCity
Common Stock in the Harbor Merger.
Item 4. Purpose of Transaction.
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The Reporting Persons acquired beneficial ownership of the
shares of Common Stock described in Item 3 to which this Statement on Schedule
13D relates as a result of the consummation of the Harbor Merger. The Reporting
Persons may acquire additional shares of Common Stock (subject to availability
of shares at prices deemed favorable) in the open market, in privately
negotiated transactions or otherwise. Between November 12, 1997 and November 17,
1997, the Reporting Persons disposed of 40,000 shares of Common Stock. Thirty
thousand of such shares were sold at a price per share of $25.875; ten thousand
of such shares were sold at a price per share of $25.25. While it is not the
Reporting Persons' present intention to do so, the Reporting Persons reserve the
right to dispose of some or all of their [remaining] shares of Common Stock in
the open market or in privately negotiated transactions to their parties, or
otherwise depending upon market conditions and other factors. Except as
disclosed in this Item 4, the Reporting Persons have no current plans or
proposals which relate or would result in any of the events described in Items
(a) through (j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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The Reporting Persons acquired beneficial ownership of the
shares of Common Stock described in Item 3 to which this Statement on Schedule
13D relates as a result of the consummation of the Harbor Merger.
(a) Richard and Bernice Gillen each beneficially owns an
aggregate of 696,659 shares of Common Stock or 10.7% of the Common Stock
outstanding as of March 1, 1998. Beneficial ownership was acquired as described
in Item 3 and Item 4.
(b) The number of shares of Common Stock as to which there is
sole power to vote or to direct the vote, shared power to vote or to direct the
vote, sole power to dispose
<PAGE>
or direct the disposition, or shared power to dispose or direct the disposition
for each Reporting Person is set forth in the cover pages and such information
is incorporated herein by this reference. The shares of Common Stock
beneficially owned by the Reporting Persons are owned by them jointly.
(c) The Reporting Persons disposed of 40,000 shares of Common
Stock in November 1997.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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None.
Item 7. Material to be Filed as Exhibits.
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(1) Joint Filing Agreement
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(PAGE 7 OF 9 PAGES)
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: March 23, 1998
/s/ Richard Gillen
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Richard Gillen
/s/ Bernice Gillen
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Bernice Gillen
HOFS02...:\92\54892\0004\1848\SCHD087H.00C
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(PAGE 8 OF 9 PAGES)
EXHIBIT INDEX
Exhibit No. Exhibit Page No.
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1 Joint Filing Agreement
(PAGE 9 OF 9 PAGES)
EXHIBIT 1
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of a Statement on Schedule 13D
(including amendments thereto) with respect to the shares of Common Stock of
FirstCity Financial Corporation, and further agree that this Joint Filing
Agreement be included as an Exhibit to such joint filing. Each party to this
Joint Filing Agreement expressly authorizes each other party to file on its
behalf any and all amendments to such Statement. In evidence thereof the
undersigned, being duly authorized, hereby execute this Agreement as of March
23, 1998.
/s/ Richard Gillen
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Richard Gillen
/s/ Bernice Gillen
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Bernice Gillen
