-----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, AhXSrt9+LcncCoZXp+09H7OX2DXPyA81aD/9SaP7b7T41iF1++0EZHAiiYC89icf mRPyGuM93Lk2jOTLA/TkJw== 0000950129-02-006086.txt : 20021213 0000950129-02-006086.hdr.sgml : 20021213 20021213083738 ACCESSION NUMBER: 0000950129-02-006086 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021213 GROUP MEMBERS: JAMES R HAWKINS GROUP MEMBERS: JAMES T SARTAIN GROUP MEMBERS: RICHARD E BEAN 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 13E3 SEC ACT: 1934 Act SEC FILE NUMBER: 005-40461 FILM NUMBER: 02856260 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 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: 02856261 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 h02002asctoviza.txt AMENDMENT NO. 11 TO SCHEDULE TO-I ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 11 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. 11 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 by the Prospectus Supplement dated November 27, 2002, 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)(11) -- Press release, dated December 13, 2002, extending the Offer (incorporated by reference to the filing on December 13, 2002 by FirstCity pursuant to Rule 425 under the Securities Act of 1933, as amended). 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: December 13, 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 (previously filed as Exhibit 99(a)(6) to FirstCity's Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on November 26, 2002). (a)(7) -- Press release, dated November 27, 2002, concerning execution of letter agreement (previously filed as Exhibit 99(a)(7) to FirstCity's Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on November 27, 2002). (a)(8) -- Press release, dated December 4, 2002, extending the Offer (incorporated by reference to the filing on December 4, 2002 by FirstCity pursuant to Rule 425 under the Securities Act of 1933, as amended). (a)(9) -- Press release, dated December 9, 2002, extending the Offer (incorporated by reference to the filing on December 9, 2002 by FirstCity pursuant to Rule 425 under the Securities Act of 1933, as amended). (a)(10) -- Press release, dated December 11, 2002, extending the Offer (incorporated by reference to the filing on December 11, 2002 by FirstCity pursuant to Rule 425 under the Securities Act of 1933, as amended). (a)(11) -- Press release, dated December 13, 2002, extending the Offer (incorporated by reference to the filing on December 13, 2002 by FirstCity pursuant to Rule 425 under the Securities Act of 1933, as amended). (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). 4 EXHIBIT NUMBER EXHIBIT NAME - ------- ------------ (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). (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). (d)(5) -- Letter Agreement, dated November 26, 2002, between FirstCity Consumer Lending Corporation and The Governor and Company of the Bank of Scotland, including Form of Promissory Note to be executed by FirstCity Consumer Lending Corporation, payable to The Governor and Company of the Bank of Scotland (previously filed as Exhibit 99(d)(5) to FirstCity's Amendment No. 7 to Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on November 27, 2002). (d)(6) -- Form of Fee Letter, among FirstCity, FirstCity Consumer Lending Corporation and The Governor and Company of the Bank of Scotland (previously filed as Exhibit 99(d)(6) to FirstCity's Amendment No. 7 to Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on November 27, 2002). (d)(7) -- Form of Guarantee Agreement, by FirstCity in favor of The Governor and Company of the Bank of Scotland (previously filed as Exhibit 99(d)(7) to FirstCity's Amendment No. 7 to Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on November 27, 2002). (d)(8) -- Form of Stock Pledge Agreement, among FirstCity, FirstCity Funding GP Corp. and The Governor and Company of the Bank of Scotland (previously filed as Exhibit 99(d)(8) to FirstCity's Amendment No. 8 to Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on November 27, 2002). (d)(9) -- Form of Collateral Assignment of Partnership and LLC Interests, among FirstCity Consumer Lending Corporation, FirstCity Funding L.P. and The Governor and Company of the Bank of Scotland (previously filed as Exhibit 99(d)(9) to FirstCity's Amendment No. 8 to Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement filed on November 27, 2002). 5 -----END PRIVACY-ENHANCED MESSAGE-----