-----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, BBnKd2arDmtw5DE4GaDGiiPwA88GhYhRRmq7q5GkCIC2KbBvmXyeQMKUWBjmZlti JqAU50gPaxpEsERr4f52Zg== 0000950129-02-005912.txt : 20021126 0000950129-02-005912.hdr.sgml : 20021126 20021126090633 ACCESSION NUMBER: 0000950129-02-005912 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021126 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40461 FILM NUMBER: 02840022 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 FILED BY: 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: SC TO-I/A 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 SC TO-I/A 1 h01656sctoviza.txt FIRSTCITY FINANCIAL CORP - AMEND.NO.6 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 6 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER TO SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 FIRSTCITY FINANCIAL CORPORATION (NAME OF SUBJECT COMPANY (ISSUER)) FIRSTCITY FINANCIAL CORPORATION JAMES R. HAWKINS JAMES T. SARTAIN RICHARD E. BEAN (NAME OF FILING PERSONS (ISSUER)) NEW PREFERRED STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 33761X 305 (CUSIP NUMBER OF CLASS OF SECURITIES) JAMES T. SARTAIN PRESIDENT AND CHIEF EXECUTIVE OFFICER FIRSTCITY FINANCIAL CORPORATION 6400 IMPERIAL DRIVE WACO, TEXAS 76712 (254) 751-1750 WITH COPIES TO: RICHARD J. VANDER WOUDE BRIAN D. BARNARD SENIOR VICE PRESIDENT, HAYNES AND BOONE, LLP GENERAL COUNSEL AND SECRETARY 201 MAIN STREET FIRSTCITY FINANCIAL CORPORATION SUITE 2200 6400 IMPERIAL DRIVE FORT WORTH, TEXAS 76102 WACO, TEXAS 76712 (817) 347-6600 (254) 751-1750 (NAMES, ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [X] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] ================================================================================ ITEMS 1 THROUGH 11 AND 13. This Amendment No. 6 amends and supplements the combined Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement (collectively, the "Schedule TO") as initially filed on June 11, 2002 by FirstCity Financial Corporation, a Delaware corporation ("FirstCity"), James R. Hawkins ("Hawkins"), James T. Sartain ("Sartain"), and Richard E. Bean ("Bean" and together with Hawkins and Sartain, the "Filing Persons"). The Schedule TO relates to the offer (the "Offer") by FirstCity to exchange each issued and outstanding share of its New Preferred Stock, par value $0.01 per share (the "New Preferred Stock"), for, at the election of the holder of the New Preferred Stock, either (a) two shares of FirstCity common stock, par value $0.01 per share, and cash totaling $10.00 or (b) three shares of FirstCity common stock and cash totaling $8.00 (the "Exchange Consideration"), on the terms and subject to the conditions described in the Prospectus, dated October 28, 2002, as amended and supplemented, and in the related Letter of Transmittal, copies of which have been filed as exhibits (a)(1) and (a)(2) to the Schedule TO. ITEM 12. EXHIBITS. Item 12 is hereby supplemented and amended as follows: (a)(6) -- Press release, dated November 26, 2002, extending the Offer. 2 SIGNATURES 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. Date: November 26, 2002 FIRSTCITY FINANCIAL CORPORATION By: /s/ James T. Sartain ------------------------------------- James T. Sartain President and Chief Executive Officer /s/ James R. Hawkins ------------------------------------- James R. Hawkins /s/ James T. Sartain ------------------------------------- James T. Sartain /s/ Richard E. Bean ------------------------------------- Richard E. Bean 3 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT NAME - ------- ------------ (a)(1) -- Prospectus, dated October 28, 2002, relating to shares of FirstCity Common Stock to be issued in the Offer (incorporated by reference to FirstCity's filings on October 28, 2002, pursuant to Rule 424(b)(3) under the Securities Act of 1933). (a)(2) -- Form of Letter of Transmittal (included as Appendix A to the Prospectus previously filed pursuant to Rule 424(b)(3) on October 28, 2002) (a)(3) -- Form of Notice of Guaranteed Delivery (previously filed as Exhibit 99(a)(3) to FirstCity's Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on June 11, 2002). (a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (previously filed as Exhibit 99(a)(4) to FirstCity's Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on June 11, 2002). (a)(5) -- Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (previously filed as Exhibit 99(a)(5) to FirstCity's Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on June 11, 2002). (a)(6) -- Press release, dated November 26, 2002, extending the Offer. (c)(1) -- Fairness Opinion of Keefe, Bruyette & Woods dated May 22, 2002 (included as Appendix B to the Prospectus previously filed pursuant to Rule 424(b)(3) on October 28, 2002). (c)(2) -- Presentation of Keefe, Bruyette & Woods, Inc. to the Special Committee of FirstCity, dated March 20, 2002 (previously filed as Exhibit 99(c)(2) to FirstCity's Amendment No. 1 to Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on July 26, 2002). (c)(3) -- Presentation of Keefe, Bruyette & Woods, Inc. to the Board of Directors of FirstCity, dated March 26, 2002 (previously filed as Exhibit 99(c)(3) to FirstCity's Amendment No. 1 to Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on July 26, 2002). (c)(4) -- Presentation of Keefe, Bruyette & Woods, Inc. to the Special Committee, dated September 27, 2002 (previously filed as Exhibit 99(c)(4) to FirstCity's Amendment No. 3 to Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on September 30, 2002). (c)(5) -- Presentation of Keefe, Bruyette & Woods, Inc. to the Board of Directors of FirstCity, dated September 27, 2002 (previously filed as Exhibit 99(c)(5) to FirstCity's Amendment No. 3 to Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on September 30, 2002). (d)(1) -- Securities Purchase Agreement, dated June 11, 2002, among FirstCity, FirstCity Consumer Lending Corporation, FirstCity Funding, L.P., FirstCity Funding GP Corp., IFA Drive GP Holdings LLC, IFA Drive LP Holdings LLC, Drive Holdings LP and Drive Financial Services LP (previously filed as Exhibit 99(d)(1) to FirstCity's Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on June 11, 2002). (d)(2) -- Amended and Restated Letter of Intent, dated May 25, 2002, among FirstCity and the FCHC Group (previously filed as Exhibit 99(3)(2) to FirstCity's Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on June 11, 2002). (d)(3) -- Confirmation of Intent to Tender Shares of New Preferred Stock, by each of James R. Hawkins, James T. Sartain, Richard E. Bean, Dane Fulmer, Robert E. Garrison, and C. Ivan Wilson (previously filed as Exhibit 99(d)(3) to FirstCity's Amendment No. 1 to Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on July 26, 2002). 4 (d)(4) -- Commitment Letter, dated September 25, 2002, between FirstCity Financial Corporation and BoS(USA), Inc.(filed as Exhibit 10.50 to FirstCity's Pre-Effective Amendment No. 3 to its Registration Statement on Form S-4 filed on September 30, 2002 and incorporated by reference). 5 EX-99.A6 3 h01656exv99wa6.txt PRESS RELEASE - EXTENDING THE OFFER EXHIBIT (a)(6) contact: Suzy W. Taylor (866) 652-1810 FIRSTCITY FINANCIAL ANNOUNCES EXTENSION OF EXCHANGE OFFER WACO, TEXAS, NOVEMBER 26, 2002...FirstCity Financial Corporation (Nasdaq: FCFC) today announced that it has extended its exchange offer for New Preferred Stock, which will remain open until 12:00 midnight on Wednesday, December 4, 2002, unless extended. FirstCity has extended the exchange offer while it finalizes loan documentation with Bank of Scotland for the $16 million non-recourse loan that will provide the cash portion for its exchange offer for New Preferred Stock. After execution of the funding agreement for the $16 million non-recourse loan and completion of additional documentation for the loan, FirstCity will publicly announce its material terms and file the documentation with the SEC. FirstCity is offering to exchange each share of its New Preferred Stock for, at the holder's election, either: (1) $10.00 cash and 2 shares of FirstCity's common stock, or (2) $ 8.00 cash and 3 shares of FirstCity's common stock. The exchange offer is subject to several conditions. The most significant conditions include: (1) the closing of the $16 million non-recourse loan from Bank of Scotland described above, (2) the tender of at least 80% of the outstanding shares of New Preferred Stock, and (3) the lack of any change or development involving a prospective change in or affecting FirstCity's business or financial affairs that, in the reasonable judgment of FirstCity's board of directors, would or might prohibit, restrict or delay consummation of the exchange offer or materially impair the contemplated benefits to FirstCity of the exchange offer. Because there are multiple conditions to the closing of the transactions contemplated by the recapitalization that are beyond the control of FirstCity, FirstCity cannot provide any assurances that these conditions will be satisfied and that the exchange offer and the recapitalization will close. As of November 25, 2002, approximately 1,009,504 shares, or approximately 82.5%, of New Preferred Stock have been deposited with the exchange agent with respect to the exchange offer. Materials regarding the exchange offer have been mailed to holders of New Preferred Stock. FirstCity has filed a tender offer statement and other related documents with the Securities and Exchange Commission concerning the exchange offer. Copies of the exchange offer materials may be obtained either from Suzy Taylor, by calling her toll free at (866) 652-1810, or from the SEC's website, www.sec.gov. HOLDERS OF NEW PREFERRED STOCK ARE STRONGLY ADVISED TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. This news release shall not constitute an offer to exchange or sell, or the solicitation of an offer to exchange or buy, nor shall there be any exchange or sale of these securities in any State in which such offer, exchange, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. Certain statements in this press release, which are not historical in fact, including, but not limited to, statements relating to the proposed recapitalization and future performance, may be deemed to be forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, 6 without limitation, any statement that may project, indicate or imply future results, performance or achievements, and may contain the words "expect", "intend", "plan", "estimate", "believe", "will be", "will continue", "will likely result", and similar expressions. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. There are many important factors that could cause FirstCity's actual results to differ materially from those indicated in the forward-looking statements. These factors include, but are not limited to, the consummation of the exchange offer and the other transactions of the recapitalization; the effects of the exchange offer and the recapitalization in general; the performance of FirstCity's subsidiaries and affiliates; availability of portfolio assets; assumptions underlying portfolio asset performance, the degree to which the FirstCity is leveraged; FirstCity's continued need for financing; availability of FirstCity's credit facilities; the impact of certain covenants in loan agreements of FirstCity and its subsidiaries, general economic conditions; interest rate risk; changes (legislative and otherwise) in the asset securitization industry; fluctuation in residential and commercial real estate values; capital markets conditions, including the markets for asset-backed securities; risks of declining value of loans, collateral or assets; risks associated with foreign operations; currency exchange rate fluctuations and foreign social and economic conditions; the ability of FirstCity to utilize net operating loss carryforwards; uncertainties of any litigation arising from discontinued operations; factors more fully discussed and identified under Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," risk factors and other risks identified in FirstCity's Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2001, as well as in FirstCity's other filings with the SEC, including the registration statement described above. Many of these factors are beyond FirstCity's control. In addition, it should be noted that past financial and operational performance of FirstCity is not necessarily indicative of future financial and operational performance. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. The forward-looking statements in this release speak only as of the date of this release. FirstCity expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in FirstCity's expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based. FirstCity is a diversified financial services company with operations dedicated to portfolio asset acquisition and resolution and consumer lending with offices in the U.S. and with affiliate organizations in France and Mexico. Its common stock (FCFC) and New Preferred Stock (FCFCO) are listed on the Nasdaq National Market System. 7 -----END PRIVACY-ENHANCED MESSAGE-----