-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C3QyFO8phyhp4c0/fnwyULEFfYVCnRgK8Y/gT7JdBus65oSttdfX7b+L85U+LvUL HQ/cclzC/xX9GvyVGnwxKw== 0000909518-97-000433.txt : 19970731 0000909518-97-000433.hdr.sgml : 19970731 ACCESSION NUMBER: 0000909518-97-000433 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970730 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTCITY FINANCIAL CORP CENTRAL INDEX KEY: 0000828678 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 760243729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40461 FILM NUMBER: 97648501 BUSINESS ADDRESS: STREET 1: 6400 IMPERIAL DRIVE CITY: WACO STATE: TX ZIP: 76712 BUSINESS PHONE: 8177511750 FORMER COMPANY: FORMER CONFORMED NAME: FIRST CITY BANCORPORATION OF TEXAS INC/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST CITY ACQUISITION CORP DATE OF NAME CHANGE: 19880523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTCITY FINANCIAL CORP CENTRAL INDEX KEY: 0000828678 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 760243729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 6400 IMPERIAL DRIVE CITY: WACO STATE: TX ZIP: 76712 BUSINESS PHONE: 8177511750 FORMER COMPANY: FORMER CONFORMED NAME: FIRST CITY BANCORPORATION OF TEXAS INC/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST CITY ACQUISITION CORP DATE OF NAME CHANGE: 19880523 SC 13E4/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13E-4/A NO.2 (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) FIRSTCITY FINANCIAL CORPORATION ------------------------------- (Name of the Issuer) FIRSTCITY FINANCIAL CORPORATION ------------------------------- (Name of Person(s) Filing Statement) Special Preferred Stock ($.01 par value per share) -------------------------- (Title of Class of Securities) 33761X 206 ---------- (CUSIP Number of Class of Securities) James R. Hawkins FirstCity Financial Corporation 6400 Imperial Drive Waco, Texas 76712 (817) 751-1750 -------------- (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\SCH7287P.29A INTRODUCTORY STATEMENT This Amendment No. 2 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-4") 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, 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, 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. 2 reflects the Company's extension by press release, dated July 25, 1997 (the "Press Release"), of the date and time at which the Offer to Exchange expires from 5:00 p.m., New York City time, on July 18, 1997 to 5:00 p.m., New York City time, on August 4, 1997. This Amendment No. 2 also reflects the Company's waiver of the minimum tender condition by 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-4 or in the Offer to Exchange. 2 ITEM 8. ADDITIONAL INFORMATION. (e) The information set forth in Section 8(e) of the Schedule 13E-4 is hereby amended to read in its entirety as follows: As set forth in the Press Release, dated July 25, 1997, which is attached hereto as exhibit 99.(a)(6) (the "Press Release"), the complete text of which is incorporated herein by reference, the Company has extended the time and date of expiration of the Exchange Offer to 5:00 p.m., New York City time, on Monday, August 4, 1997 (the "New Expiration Date") and has waived the minimum tender condition. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. 99.(a)(7) Press Release, dated July 18, 1997. 99.(a)(8) Supplement to Offer to Exchange, dated July 25, 1997. 3 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 ----------------------------------- Name: James R. Hawkins Title: Chairman of the Board, Chief Executive Officer and Director July 29, 1997 4 EX-99 2 Exhibit 99(a)(7) FirstCity Waives Minimum Tender Condition on Special Preferred Exchange Offer Houston, July 25, 1997 . . . FirstCity Financial Corporation announced that its exchange offer currently outstanding to holders of its Special Preferred Stock has been amended to waive the minimum tender condition. The obligation of the company to consummate the exchange offer was originally conditioned upon a minimum of 1,500,000 shares being tendered. The offer, as amended, now has no minimum tender condition. As of July 25, 1997 997,000 shares have been tendered pursuant to the offer. To allow for the required mailing of the amendment to holders of the Special Preferred, the expiration of the offer has been extended to 5:00 p.m. New York City time, on Monday, August 4, 1997. Terms of the exchange offer allow a holder of outstanding Special Preferred stock to exchange shares of such stock for an equal number of FirstCity's redeemable New Preferred stock. As with the existing Special Preferred, the redemption value of the New Preferred stock will be $21. The New Preferred stock will have an annual dividend rate of $3.15 per share, payable quarterly, until September 30, 1998. Beginning October 1, 1998 the dividend rate will adjust downward to $2.10 per year or 10% of the New Preferred redemption value. The New Preferred will be callable on or after September 30, 2003 and is to be redeemed on September 30, 2005. Other terms and conditions of the exchange offer which are outlined in the offering circular dated June 18, 1997 remain unchanged. The exchange is generally structured to be a tax free exchange and the New Preferred stock is expected to qualify for dividend received exclusions under the current IRS code, subject to applicable limitations. James Hawkins, Chairman of FirstCity noted, "We are very enthusiastic about this offer to our current Special Preferred shareholders. The preferred they now hold is to be redeemed in September of 1998, at which point the holders may have a tax consequence from the redemption of the security. Exchanging for the new preferred allows a holder to defer any tax recognition and provides the holder with a new preferred at very competitive dividend rates. We believe this is a very attractive offer for our preferred holders. With the timing of this offer falling during summer vacations as well as the relatively short duration of the initial exchange period, we determined that an extension is necessary to assure that all holders have ample time to consider the exchange." Holders who would like additional information regarding the exchange offer should contact Suzy Taylor - Vice President of Investor Relations for FirstCity at (713) 652-1810. 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 and Mexico. Its common (FCFC) and special preferred (FCFCP) stocks are listed on the NASDAQ National Market System. EX-99 3 SUPPLEMENT TO OFFER TO EXCHANGE Exhibit 99.(a)(8) FIRSTCITY FINANCIAL CORPORATION OFFER TO EXCHANGE This Supplement (the "Supplement") supplements the Offer to Exchange dated June 18, 1997 (the "Offering Circular") with respect to the offer (the "Exchange Offer") by FirstCity Financial Corporation ("FirstCity" or the "Company") to exchange each share of its outstanding Special Preferred Stock, $.01 par value per share ("Special Preferred Stock"), for one share of the Company's New Preferred Stock, $.01 par value per share ("New Preferred Stock"). This Supplement should be read in conjunction with the Offering Circular. Capitalized terms used but not defined herein have the meanings assigned to them in the Offering Circular. The purpose of this Supplement is to (1) extend the expiration date of the Exchange Offer and (2) waive the Minimum Tender Condition. The Exchange Offer has been extended to 5:00 p.m., New York City time on August 4, 1997, unless further extended (the "Expiration Date"). The Minimum Tender Condition has been waived so that the Exchange Offer is no longer conditioned upon a minimum number of shares of Special Preferred Stock being validly tendered and not withdrawn prior to the Expiration Date. EXCEPT AS SET FORTH HEREIN, THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER REMAIN AS SET FORTH IN THE OFFERING CIRCULAR. NEITHER THIS TRANSACTION NOR THESE SECURITIES HAVE BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION. THE COMMISSION HAS NOT PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. ---------- THE EXCHANGE OFFER HAS BEEN EXTENDED TO 5:00 P.M., NEW YORK CITY TIME ON AUGUST 4, 1997 (THE "EXPIRATION DATE"). TENDERS OF SPECIAL PREFERRED STOCK MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. ---------- THE DATE OF THIS SUPPLEMENT IS JULY 25, 1997. 1 AMENDMENTS TO THE EXCHANGE OFFER The following sections of the Offering Circular have been modified as described below. Except as set forth below and elsewhere in this Supplement, the terms and conditions of the Exchange Offer remain as stated in the Offering Circular. SUMMARY--THE EXCHANGE OFFER This section has been amended by changing the last sentence thereof to read, in its entirety, as follows: The Exchange Offer is not conditioned upon any minimum number of shares of Special Preferred Stock being validly tendered and not withdrawn prior to August 4, 1997 (the "Expiration Date"). SUMMARY--CONDITIONS TO THE EXCHANGE OFFER This section has been amended by changing first sentence thereof to read, in its entirety, as follows: The obligation of the Company to consummate the Exchange Offer is subject to certain conditions as described in this Exchange Offer, including, among others, the requirement that there shall not have occurred any change or development involving a prospective change in or affecting the business or financial affairs of the Company which, in the sole judgment of the board of directors of the Company (the "Board of Directors"), would or might prohibit, restrict or delay consummation of the Exchange Offer or materially impair the contemplated benefits to the Company of the Exchange Offer. RISK FACTORS--RECENT DEVELOPMENTS This section has been amended by changing the third paragraph thereof to read, in its entirety, as follows: In identifying Harbor as a prospective strategic partner with which to merge, FirstCity was attracted to the combination of Harbor's origination and servicing operations as well as the management strengths exhibited by the senior management team of Harbor. The Harbor Merger was consummated on July 1, 1997. Pursuant to the terms of the agreement, FirstCity issued 1,580,986 shares of its common stock in exchange for 100% of the outstanding capital stock of Harbor. The transaction was approved by the shareholders of both companies. The Harbor Merger was treated as a pooling of interests, and Harbor is now operating as a wholly owned subsidiary of FirstCity. THE EXCHANGE OFFER--GENERAL This section has been amended by changing the third sentence thereof to read, in its entirety, as follows: The consummation of the Exchange Offer is not conditioned upon a minimum number of shares of Special Preferred Stock being validly tendered and not withdrawn prior to the Expiration Date. 2 THE EXCHANGE OFFER--CONDITIONS This section has been amended by changing the first sentence of the first paragraph thereof to read, in its entirety, as follows: The obligation of the Company to consummate the Exchange Offer is subject to certain conditions, including, among others, the requirement that there shall not have occurred any change or development involving a prospective change in or affecting the business or financial affairs of the Company which, in the sole judgment of the Board of Directors, would or might prohibit, restrict or delay consummation of the Exchange Offer or materially impair the contemplated benefits to the Company of the Exchange Offer. THE EXCHANGE OFFER--EXPIRATION; EXTENSION; TERMINATION; AMENDMENT This section has been amended by changing the first sentence of the first paragraph thereof to read, in its entirety, as follows: The Exchange Offer will expire at 5:00 p.m., New York City time, on Monday, August 4, 1997 (the "Expiration Date"). 3 CAPITALIZATION This section has been amended to read, in its entirety, as follows: The following table sets forth the total capitalization of the Company (giving pro forma effect to the merger of Harbor) (i) as of March 31, 1997, (ii) pro forma to reflect the conversion of 1,000,000 of Special Preferred Stock into New Preferred Stock and (iii) pro forma to reflect the conversion of all the outstanding shares of Special Preferred Stock (2,106,456 as of March 31, 1997) into New Preferred Stock. The pro forma information should be read in conjunction with the historical financial statements of FirstCity and the related notes thereto. The pro forma information is not necessarily indicative of the results of operations or financial position that would have resulted had the proposed conversion of special preferred stock been consummated at the beginning of the periods indicated, nor is it necessarily indicative of the results of operations of future periods or future combined financial position.
AS OF MARCH 31, 1997 (Amounts in thousands except per share data) Pro forma with Pro forma 1,000,000 with all shares shares Actual converting converting ----------- ---------- ----------- Liabilities: Notes payable $ 337,919 $ 337,919 $ 337,919 ----------- ---------- ----------- Special preferred stock, including dividends of $1,659, $871 and $0, respectively (nominal stated value of $21 per share; 2,500,000 shares authorized; issued and outstanding: 2,106,456 and 1,106,456 respectively) 45,894 24,106 -- Optional preferred stock, including dividends of $0, $788 and $1,659, respectively (par value $.01 per share; 100,000,000 shares authorized; 0, 1,000,000 and 2,106,456 shares issued and outstanding, respectively) -- 21,788 45,894 Shareholders' equity: Paid in capital 30,169 30,169 30,169 Retained earnings 62,220 62,220 62,220 Common stock (par value $.01 per share; 100,000,000 shares authorized; issued and outstanding: 4,935,743) 65 65 65 ----------- ---------- ----------- Total shareholders' equity: 92,454 92,454 92,454 ----------- ---------- ----------- Total capitalization: $ 476,267 $ 476,267 $ 476,267 ============ ========== ===========
4 MARKET INFORMATION--MARKET PRICES This section has been amended to restate the information regarding the high and low sale prices of Special Preferred Stock during 1997 to read, in its entirety, as follows: DIVIDENDS QUARTER ENDED HIGH LOW PAID - ------------- ---- --- ---- 1997 March 31................. 23.88 22.88 .79 Second Quarter........... 24.38 22.88 .79 Third Quarter (through July 24, 1997)........... 22.75 22.38 .79 On July 24, 1997, the last full day of trading prior to the public announcement of the extension and modification of the Exchange Offer, the closing per share sale price of Special Preferred Stock as reported in NASDAQ was $22.38 per share of Special Preferred Stock. LETTERS OF TRANSMITTAL The Company has updated its Letter of Transmittal, which is being distributed herewith. The Company has not updated other documents previously distributed in connection with the Exchange Offer. Holders of Special Preferred Stock may use the updated Letter of Transmittal or the originally distributed Letter of Transmittal and other documents, as appropriate, to tender their shares of Special Preferred Stock for exchange. All such documents shall be deemed to have been amended, as appropriate, by this Supplement. If needed, assistance or additional copies of such documents or the Offering Circular can be obtained by making a request to the Company at the following address: 1021 Main, Suite 250 Houston, Texas 77002 Attention: Suzy Taylor, Vice President-Investor Relations (713) 652-1810 American Stock Transfer & Trust Company has been appointed Exchange Agent for the Exchange Offer. All deliveries and correspondence sent to the Exchange Agent should be directed to the following address: 40 Wall Street, 46th Floor New York, New York 10005 5 -----END PRIVACY-ENHANCED MESSAGE-----