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