-----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, Wo/JuSuc0M1wNh0yxypqb00Gx6Mmc+/oOud4k5x1Vkn1d3g0XcfMi8m2g568B+hs Gy3ksEkQYRRPqgpc9CEHuA== 0000950129-02-000219.txt : 20020413 0000950129-02-000219.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950129-02-000219 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020118 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTCITY FINANCIAL CORP CENTRAL INDEX KEY: 0000828678 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 760243729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-19694 FILM NUMBER: 2512594 BUSINESS ADDRESS: STREET 1: 6400 IMPERIAL DRIVE CITY: WACO STATE: TX ZIP: 76712 BUSINESS PHONE: 2547511750 MAIL ADDRESS: STREET 1: 6400 IMPERIAL DRIVE CITY: WACO STATE: TX ZIP: 76712 FORMER COMPANY: FORMER CONFORMED NAME: FIRST CITY ACQUISITION CORP DATE OF NAME CHANGE: 19880523 FORMER COMPANY: FORMER CONFORMED NAME: FIRST CITY BANCORPORATION OF TEXAS INC/ DATE OF NAME CHANGE: 19920703 8-K 1 h93650e8-k.txt FIRSTCITY FINANCIAL CORPORATION - JANUARY 18, 2002 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 18, 2002 FIRSTCITY FINANCIAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 033-19694 76-0243729 (STATE OF INCORPORATION) (COMMISSION FILE NO.) (IRS EMPLOYER IDENTIFICATION NO.)
6400 IMPERIAL DRIVE WACO, TEXAS 76712 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (254) 751-1750 ================================================================================ ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On January 15, 2001, FirstCity Financial Corporation, a Delaware corporation (the "Company") and BoS (USA) Inc. ("BOS") entered into an agreement to extend the initial exercise date for BOS's option to acquire a warrant for 1,975,000 common shares of the Company to June 30, 2002. The exercise date was extended to allow the Company additional time to pursue possible restructure alternatives which would otherwise be limited due to change of control issues related to the Company's substantial net operating loss carry forwards. BoS (USA) Inc. has an option to acquire a warrant for 1,975,000 shares of the Company's non-voting Common Stock. The option can be exercised after June 30, 2002, if the option has not terminated according to its terms prior to that date. The option to acquire a warrant for 1,975,000 shares of non-voting Common Stock provides that it will terminate in the event that prior to June 30, 2002, the Company either (1) refinances the $12 million Term Loan B with subordinated debt advanced on financial terms no more onerous than those provided for the Term B Loan, or (2) pays off the balance of Term Loan B from proceeds of an equity offering. The warrant specifies a strike price of $2.3125 per common share. A copy of the Amended and Restated Amendment #4 (Option and Option Warrant) between the Company and BOS has been filed with the Securities and Exchange Commission as Exhibit 99.1 to this Form 8-K. This summary description of the Amended and Restated Amendment #4 (Option and Option Warrant) does not purport to be complete and is qualified in its entirety by reference to such document, which is incorporated by reference herein. A copy of the press release concerning the extension of the initial exercise date is filed as Exhibit 99.2 hereto and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 - Amended and Restated Amendment #4 (Option and Option Warrant), dated as of December 31, 2001, between the Company and BoS (USA) Inc. 99.2 - Press Release dated January 18, 2002. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRSTCITY FINANCIAL CORPORATION Date: January 18, 2002 By: /s/ J. BRYAN BAKER --------------------------------- J. Bryan Baker Senior Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 - Amended and Restated Amendment #4 (Option and Option Warrant), dated as of December 31, 2001, between the Company and BoS (USA) Inc. 99.2 - Press Release dated January 18, 2002. EX-99.1 3 h93650ex99-1.txt AMENDED OPTION AND OPTION WARRANT EXHIBIT 99.1 AMENDED AND RESTATED AMENDMENT #4 (Option and Option Warrant) AMENDMENT dated as of December 31, 2001 between BoS (USA) Inc. (formerly named IFA Incorporated), an Illinois corporation ("IFA"), and FirstCity Financial Corporation, a Delaware corporation (the "Company"), to (i) that certain Option To Acquire Warrant dated as of December 20, 1999 issued by the Company to IFA (said option, as amended or otherwise modified to date, the "Option"), and (ii) the form of Warrant attached as Annex A to the Option (said form of warrant, as amended or otherwise modified to date, the "Option Warrant"). W I T N E S S E T H : WHEREAS, the parties hereto desire to amend the Option and the Option Warrant in certain respects; NOW, THEREFORE, it is agreed: I 1.1 Effect of Amendment. As used in any agreements or instruments referring to the Option or the Option Warrant, from and after the effectiveness of this Amendment, any reference to the Option shall mean the Option as amended hereby and any reference to the Option Warrant shall mean the Option Warrant as amended hereby. II OPTION 2.1 Section 1(a). The reference to "August 31, 2001" in the first sentence of Section 1(a) of the Option is hereby amended to "June 30, 2002". The reference to "December 31, 2010" in the first sentence of Section 1(a) of the Option is hereby amended to "June 30, 2011". III OPTION WARRANT 3.1 Legend. The first two lines at the top of the second page of Annex A to the Option are hereby amended to read in their entirety as follows: "VOID AFTER 5:00 P.M., CENTRAL TIME, ON JUNE 30, 2011". 3.2 Section 1.1(a)(i). The first paragraph of Section 1.1 of the Option Warrant is hereby amended to read in its entirety as follows: "(a) (i) This Warrant may be exercised, in whole or from time to time in part, on or after June 30, 2002 and will expire at 5:00 p.m., Central Time, on June 30, 2011 (the "Expiration Date"). On the Expiration Date, all rights evidenced by this Warrant shall cease and this Warrant shall become void." 3.3 Section 1(a)(ii). The first sentence of Section 1.1(a)(ii) of the Option Warrant is hereby amended to read in its entirety as follows: "If this Warrant has been issued prior to June 30, 2002 and if, prior to June 30, 2002, all Tranche C Loans (and all interest and other amounts payable in connection therewith) shall have 1 been indefeasibly paid in full and the Tranche C Commitment permanently terminated, then this Warrant shall be deemed to have been cancelled and of no further force or effect as of the date that all of the aforesaid loans and related amounts were indefeasibly paid in full." 3.4 Section 21.5. Section 21.5(f) of the Option Warrant is hereby amended to delete "December 31, 2001" therein and insert "June 30, 2002" in its place. IV MISCELLANEOUS 4.1 Limited Nature of Amendments. The amendments set forth herein are limited precisely as written and shall not be deemed to (a) be a consent to any waiver of, or modification of, any other term or condition of the Option or the Option Warrant or (b) prejudice any right or rights which IFA or any holder of any of the Option or the Option Warrant may now have or may have in the future under or in connection with the Option or the Option Warrant. Except as expressly amended hereby, the terms and provisions of the Option shall remain in full force and effect and those of the Option Warrant shall remain unchanged. 4.2 Governing Law. THIS AMENDMENT, INCLUDING THE VALIDITY THEREOF AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS) OF THE STATE OF ILLINOIS (OR, IF SUCH CHOICE OF LAW IS FOR ANY REASON HELD INVALID, THOSE OF THE STATE OF NEW YORK). 4.3 Effectiveness. This Amendment shall become effective when the Company and IFA shall have executed a copy hereof and each shall have delivered a copy thereof to the other. 4.4 Headings. The descriptive headings of the various provisions of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. 4.5. Counterparts. This Amendment may be executed in any number of counterparts by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument. Telecopied signatures hereto shall be of the same force and effect as an original of a manually signed copy. 4.6. Restatement. This Amendment amends and, as so amended, restates in its entirety the Amendment between the parties hereto dated as of December 31, 2001 which is titled "AMENDMENT #4 (Option and Option Warrant)". IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first above written. BoS (USA) Inc. (formerly IFA Incorporated) FIRSTCITY FINANCIAL CORPORATION By By ---------------------------------- ---------------------------------- Name: Jim Halley Name: Title: President Title: -2- EX-99.2 4 h93650ex99-2.txt PRESS RELEASE EXHIBIT 99.2 NEWS RELEASE contact: Suzy W. Taylor [FIRST CITY LOGO] (713) 652-1810 FIRSTCITY FINANCIAL ANNOUNCES EXTENSION OF EXERCISE DATE FOR OPTION TO ACQUIRE WARRANT FOR 1,975,000 COMMON SHARES WACO, TEXAS JANUARY 18, 2002.... FirstCity Financial Corporation today announced that the Company and BoS (USA) Inc have extended the initial exercise date for BoS (USA) Inc.'s option to acquire a warrant for 1,975,000 common shares of FirstCity to June 30, 2002. The exercise date was extended to allow the Company additional time to pursue possible restructure alternatives which would otherwise be limited due to change of control issues related to FirstCity's substantial net operating loss carry forwards. BoS (USA) Inc. has an option to acquire a warrant for 1,975,000 shares of the Company's non-voting Common Stock. The option can be exercised after June 30, 2002, if the option has not terminated according to its terms prior to that date. The option to acquire a warrant for 1,975,000 shares of non-voting Common Stock provides that it will terminate in the event that prior to June 30, 2002, the Company either (1) refinances the $12 million Term Loan B with subordinated debt advanced on financial terms no more onerous than those provided for the Term B Loan, or (2) pays off the balance of Term Loan B from proceeds of an equity offering. The warrant specifies a strike price of $2.3125 per common share. FirstCity is a diversified financial services company with operations dedicated to portfolio asset acquisition and resolution with offices in the US and with affiliate organizations in France and Mexico. Its common (FCFC) and preferred (FCFCO) stocks are listed on the NASDAQ National Market System -----END PRIVACY-ENHANCED MESSAGE-----