SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)
FIRSTCITY FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of class of securities)
33761X107
- --------------------------------------------------------------------------------
(CUSIP number)
JAMES T. SARTAIN
FIRSTCITY FINANCIAL CORPORATION
6400 IMPERIAL DRIVE
WACO, TEXAS 76712
(254)751-1750
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
JULY 1, 1997
- --------------------------------------------------------------------------------
(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 |_|.
<PAGE>
- -------------------------------------------------------------------------------
CUSIP NO. 33761X107 13D Page 2 of 9 Pages
- --------------------------------------------------------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ED A. SMITH (SS####-##-####)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 634,931 SHARES OF COMMON STOCK(1)
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------
8 SHARED VOTING POWER
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
634,931 SHARES OF COMMON STOCK(1)
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
634,931 SHARES OF COMMON STOCK
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
<PAGE>
- --------------------------------------------------------------------------------
CUSIP NO. 33761X107 13D Page 3 of 9 Pages
- --------------------------------------------------------------------------------
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lindsey Capital Corporation (EIN#76-031267)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[X]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 419,969 SHARES OF COMMON STOCK1
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------
8 SHARED VOTING POWER
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
419,969 SHARES OF COMMON STOCK(1)
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
419,969 SHARES OF COMMON STOCK
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
- ------------------
1. 214,962 of the shares of Common Stock beneficially owned
by Ed Smith are owned by him directly. 419,969 of the shares of Common Stock
beneficially owned by Ed Smith are owned directly by Lindsey Capital
Corporation, all of the capital stock of which is owned by Ed Smith.
<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.
- ------ -------------------
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.
- ------ -----------------------
(a)-(c) This Statement is filed by Ed A. Smith and Lindsey
Capital Corporation. Ed A. Smith and Lindsey Capital Corporation are referred to
collectively herein as the "Reporting Persons."
Smith's business address is 1021 Main Street, Suite 1000,
Houston, Texas 77002. Smith is a sole proprietor principally engaged in making
and managing investments.
Lindsey Capital Corporation is a holding company of FirstCity
Common Stock located at 1021 Main Street, Suite 1000, Houston, Texas 77002.
Ed A. Smith owns all of the outstanding capital stock of
Lindsey Capital Corporation. Smith is the Chairman and President of Lindsey
Capital Corporation and its sole officer and director.
(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
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.
- ------ -------------------------------------------------
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
<PAGE>
(PAGE 5 OF 9 PAGES)
("Acquisition Corp.) and Harbor Financial Group, Inc. ("Harbor"), 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, including Ed
A. Smith and Lindsey Capital Corporation (a Texas corporation, all of the
capital stock of which is owned by Ed A. Smith), 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 Ed A. Smith and Lindsey Capital Corporation were converted into 248,162 and
419,969 shares of FirstCity Common Stock, respectively, in the Harbor Merger.
Item 4. Purpose of Transaction.
- ------ ----------------------
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. On November 21, 1997, Mr. Smith made a
gift to St. John's School of 33,200 shares of Common Stock with a value of $30
1/8 per share. While it is not their 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, neither of the Reporting Persons has current plans
that relate to 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.
- ------ ------------------------------------
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) The Reporting Persons beneficially own a combined
aggregate of 634,931 shares of Common Stock or approximately 9.7% of the Common
Stock outstanding as of March 1, 1998. Beneficial ownership of such shares was
acquired as described in Item 3 and Item 4.
Ed A. Smith directly owns an aggregate of 214,962 shares of
Common Stock or 3.3% of the Common Stock outstanding as of March 1, 1998.
Beneficial ownership was acquired as described in Item 3 and Item 4. Ed Smith
may be deemed to be the beneficial owner of the FirstCity Common Stock held by
Lindsey Capital Corporation by virtue of his ownership of all the outstanding
capital stock of Lindsey Capital Corporation.
<PAGE>
(PAGE 6 OF 9 PAGES)
Lindsey Capital Corporation, all of the Capital Stock of which
is owned by its President, Ed A. Smith, beneficially owns an aggregate of
419,969 shares of Common Stock or 6.4% 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 or direct the disposition, or shared power to
dispose or direct the disposition for each Reporting Person is set forth on the
cover pages and such information is incorporated herein by reference. 214,962 of
the shares of Common Stock beneficially owned by Ed A. Smith are owned by him
directly. 419,969 of the shares of Common Stock beneficially owned by Ed A.
Smith are owned directly by Lindsey Capital Corporation, all of the capital
stock of which is owned by Ed A. Smith.
(c) Mr. Smith made a gift of 33,200 shares of common stock to
St. John's School on November 21, 1997. Lindsey Capital Corporation has not
effected any transactions in common stock in the last 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
- ------ ---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
None.
Item 7. Material to be Filed as Exhibits.
- ------ --------------------------------
(1) Joint Filing Agreement
<PAGE>
(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/ Ed A. Smith
---------------------------
Ed A. Smith
LINDSEY CAPITAL CORPORATION
/s/ Ed A. Smith
---------------------------
Ed A. Smith
President and Chairman
HOFS02...:\92\54892\0004\1848\SCHD087G.22D
<PAGE>
(PAGE 8 OF 9 PAGES)
EXHIBIT INDEX
-------------
Exhibit No. Exhibit Page No.
---------- ------- -------
1 Joint Filing Agreement
(PAGE 9 OF 9 PAGES)
EXHIBIT 1
---------
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/ Ed A. Smith
---------------------------
Ed A. Smith
LINDSEY CAPITAL CORPORATION
/s/ Ed A. Smith
---------------------------
Ed A. Smith
President and Chairman
