Filed Pursuant to Rule 424(B)(3)
Registration Statement No. 333-56651
PROSPECTUS SUPPLEMENT NO. 5
(To Prospectus Dated July 15, 1998)
FINANCIAL FEDERAL CORPORATION
$100,000,000
4 1/2% Convertible Subordinated Notes Due 2005
and Shares of Common Stock Issuable upon Conversion
Thereof
This Prospectus Supplement supplements information contained in that
certain Prospectus dated July 15, 1998 (the "Prospectus") of Financial Federal
Corporation relating to the potential sale from time to time of up to
$100,000,000 aggregate principal amount of Notes and the Conversion Shares by
the Selling Securityholders. This Prospectus Supplement is not complete
without, and may not be delivered or utilized except in connection with, the
Prospectus. Capitalized terms used herein but not defined have the meanings
assigned to such terms in the Prospectus.
The following table supplements the information set forth in the
Prospectus (as amended) under the caption "Selling Securityholders" with
respect to the Selling Securityholders and the respective principal amounts of
Notes and Conversion Shares beneficially owned by such Selling Securityholder
that may be offered pursuant to the Prospectus:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
OF NOTES NUMBER OF
BENEFICIALLY PERCENTAGE CONVERSION PERCENTAGE OF
OWNED THAT OF NOTES SHARES THAT COMMON STOCK
NAME MAY BE SOLD OUTSTANDING MAY BE SOLD OUTSTANDING
- ------------------------------- ------------ ----------- ----------- -------------
<S> <C> <C> <C> <C>
ADD:
Banc Boston Robertson Stephens 2,000,000 2.0 66,321 *
REPLACE:
Other Selling Securityholders
Delete 14,080,000 14.1 466,901 3.0
Add 12,080,000 12.1 400,580 2.6
* Less than 1%
</TABLE>
All information in this Prospectus Supplement is as of October 21, 1998.
The date of this Prospectus Supplement is October 22, 1998
