SC 13E3/A 1 h97606e3sc13e3za.txt FIRSTCITY FINANCIAL CORP - AMENDMENT NO.2 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 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: BRIAN D. BARNARD RICHARD J. VANDER WOUDE HAYNES AND BOONE, LLP SENIOR VICE PRESIDENT, 201 MAIN STREET GENERAL COUNSEL AND SECRETARY SUITE 2200 FIRSTCITY FINANCIAL CORPORATION FORT WORTH, TEXAS 76102 6400 IMPERIAL DRIVE (817) 347-6600 WACO, TEXAS 76712 (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: [ ] -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- This Amendment No. 2 to combined Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement (collectively, the "Schedule TO") is filed 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"), and relate 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 filed as Exhibit (a)(1) hereto. FirstCity has filed with the Securities and Exchange Commission Pre-Effective Amendment No. 2 to its registration statement on Form S-4 (SEC File No. 333-90258) relating to the shares of common stock to be issued to stockholders in the Offer (the "Registration Statement"). The terms and conditions of the Offer are set forth in the prospectus which is a part of the registration statement (the "Prospectus"), and the related Letter of Transmittal, which are exhibits (a)(1) and (a)(2) hereto. ITEM 1. SUMMARY TERM SHEET Information is disclosed to security holders in a prospectus meeting the requirements of Rule 421(d) of the Securities Act of 1933. A summary term sheet is set forth on page 1 of the Prospectus. ITEM 2. SUBJECT COMPANY INFORMATION (a) Name and Address. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Information About FirstCity and Certain Affiliates" is incorporated by reference pursuant to General Instruction F to Schedule TO. (b) Securities. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Description of FirstCity's Capital Stock -- General" is incorporated by reference pursuant to General Instruction F to Schedule TO. (c) Trading Market and Price. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Market Prices and Dividends" is incorporated by reference pursuant to General Instruction F to Schedule TO. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON (a) Name and Address. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Information About FirstCity and Certain Affiliates" and "Special Factors -- Interests of Certain Persons in the Exchange Offer" is incorporated by reference pursuant to General Instruction F to Schedule TO. ITEM 4. TERMS OF THE TRANSACTION (a) Material Terms. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Questions and Answers About the Exchange Offer," "The Exchange Offer," "Description of FirstCity's Capital Stock," and "Special Factors -- Material Federal Income Tax Consequences" is incorporated by reference pursuant to General Instruction F to Schedule TO. (b) Purchases. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Special Factors -- Interests in Certain Persons in the Exchange Offer" is incorporated by reference pursuant to General Instruction F to Schedule TO. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS (e) Agreements Involving the Subject Company's Securities. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Special Factors -- Fees and Expenses of the 2 Exchange Offer; Source of Funds" is incorporated by reference pursuant to General Instruction F to Schedule TO. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS (a) Purposes. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Questions and Answers About the Exchange Offer," "Special Factors -- Background of the Exchange Offer" and "-- Reasons for the Exchange Offer and Fairness of the Exchange Offer" is incorporated by reference pursuant to General Instruction F to Schedule TO. (b) Use of Securities Acquired. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Special Factors -- Effect of the Exchange Offer" is incorporated by reference pursuant to General Instruction F to Schedule TO. (c) Plans. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Questions and Answers About the Exchange Offer," "Special Factors -- Background of the Exchange Offer," "-- Reasons for the Exchange Offer and Fairness of the Exchange Offer," -- Effect of the Exchange Offer" and "-- Fees and Expenses of the Exchange Offer; Source of Funds" is incorporated by reference pursuant to General Instruction F to Schedule TO. ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION (a) Source of Funds. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Special Factors -- Fees and Expenses of the Exchange Offer; Source of Funds" is incorporated by reference pursuant to General Instruction F to Schedule TO. (b) Conditions. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Special Factors -- Fees and Expenses of the Exchange Offer; Source of Funds" is incorporated by reference pursuant to General Instruction F to Schedule TO. (d) Borrowed Funds. Not applicable. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY (a) Securities Ownership. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Special Factors -- Interests of Certain Persons in the Exchange Offer" is incorporated by reference pursuant to General Instruction F to Schedule TO. (b) Securities Transactions. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Recent Transactions in Securities" is incorporated by reference pursuant to General Instruction F to Schedule TO. ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED (a) Solicitations or Recommendations. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Special Factors -- Fees and Expenses of the Exchange Offer; Source of Funds" and "The Exchange Offer -- Fees and Expenses" is incorporated by reference pursuant to General Instruction F to Schedule TO. ITEM 10. FINANCIAL STATEMENTS (a) Financial Information. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Selected Consolidated Financial Data" is incorporated by reference pursuant to General Instruction F to Schedule TO. (b) Pro Forma Information. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Selected Unaudited Pro Forma Consolidated Condensed Financial Data" and 3 "Unaudited Pro Forma Consolidated Condensed Financial Data" is incorporated by reference pursuant to General Instruction F to Schedule TO. ITEM 11. ADDITIONAL INFORMATION (a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "The Exchange Offer -- Certain Legal Matters" is incorporated by reference pursuant to General Instruction F to Schedule TO. (b) Other Material Information. The entirety of the Prospectus and the related Letter of Transmittal is incorporated by reference pursuant to General Instruction F to Schedule TO. ITEM 12. EXHIBITS (a)(1) -- Prospectus relating to shares of FirstCity Common Stock to be issued in the Offer (incorporated by reference from FirstCity's Pre-Effective Amendment No. 2 to its Registration Statement on Form S-4 filed on August 19, 2002) (a)(2) -- Form of Letter of Transmittal (included as Appendix A to the Prospectus, which is incorporated by reference from FirstCity's Pre-Effective Amendment No. 2 to its Registration Statement on Form S-4 filed on August 19, 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) (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)
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3 ITEM 2. SUBJECT COMPANY INFORMATION (d) Dividends. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Market Prices and Dividends" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. (e) Prior Public Offerings. Not applicable. (f) Prior Stock Purchases. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Recent Transactions in Securities" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. 4 ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON (b) Business and Background of Entities. Not applicable. (c) Business and Background of Natural Persons. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Information About FirstCity and Certain Affiliates" and "Management -- Directors and Executive Officers" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. During the last five years, none of FirstCity, the Filing Persons, or, to the best of its knowledge, any of FirstCity's executive officers and directors has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Each of the natural persons referred to herein is a United States citizen. ITEM 4. TERMS OF THE TRANSACTION (c) Different Terms. Not applicable. (d) Appraisal Rights. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Prospectus Summary -- No Appraisal Rights in Connection with the Offer" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. (e) Provisions for Unaffiliated Security Holders. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Special Factors -- Reasons for the Exchange Offer and Fairness of the Exchange Offer" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. (f) Eligibility for Listing or Trading. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Special Factors -- Effect of the Exchange Offer" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS (a) Transactions. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Special Factors -- Background of the Exchange Offer" and "Management -- Certain Relationships and Related Transactions" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. (b) Significant Corporate Events. Not applicable. (c) Negotiations or Contacts. Not applicable. ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS (a) Purposes. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Questions and Answers About the Exchange Offer," "Special Factors -- Background of the Exchange Offer" and "-- Reasons for the Exchange Offer and Fairness of the Exchange Offer" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. (b) Alternatives. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Special Factors -- Background of the Exchange Offer" and "-- Reasons for the Exchange Offer and Fairness of the Exchange Offer" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. (c) Reasons. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Questions and Answers About the Exchange Offer," "Special Factors -- Background of the Exchange Offer," "-- Reasons for the Exchange Offer and Fairness of the Exchange 5 Offer," -- Effect of the Exchange Offer" and "-- Fees and Expenses of the Exchange Offer; Source of Funds" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. (d) Effects. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Questions and Answers About the Exchange Offer," "Special Factors -- Background of the Exchange Offer," "-- Reasons for the Exchange Offer and Fairness of the Exchange Offer," -- Effect of the Exchange Offer," "-- Fees and Expenses of the Exchange Offer; Source of Funds" and "-- Material Federal Income Tax Consequences" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. ITEM 8. FAIRNESS OF THE TRANSACTION (a) Fairness. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Special Factors -- Background of the Exchange Offer," "-- Recommendation of the Special Committee and the FirstCity Board," "-- Reasons for the Exchange Offer and Fairness of the Exchange Offer," and "-- Review of the Exchange Offer by Filing Persons" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. (b) Factors Considered in Determining Fairness. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Special Factors -- Background of the Exchange Offer," "-- Recommendation of the Special Committee and the FirstCity Board," "-- Reasons for the Exchange Offer and Fairness of the Exchange Offer," "-- Review of the Exchange Offer by Filing Persons," and "-- Fairness Opinion of Keefe, Bruyette & Woods" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. (c) Approval of Security Holders. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Special Factors -- Reasons for the Exchange Offer and Fairness of the Exchange Offer" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. (d) Unaffiliated Representative. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Special Factors -- Background of the Exchange Offer," "-- Recommendation of the Special Committee and the FirstCity Board," "-- Reasons for the Exchange Offer and Fairness of the Exchange Offer," and "-- Fairness Opinion of Keefe, Bruyette & Woods" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. (e) Approval of Directors. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Special Factors -- Background of the Exchange Offer," "-- Recommendation of the Special Committee and the FirstCity Board" and "-- Reasons for the Exchange Offer and Fairness of the Exchange Offer" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. (f) Other Offers. Not applicable. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS (a) Report, Opinion or Appraisal. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Special Factors -- Background of the Exchange Offer" and "Special Factors -- Fairness Opinion of Keefe, Bruyette & Woods" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. (b) Preparer and Summary of the Report, Opinion, or Appraisal. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Special Factors -- Fairness Opinion of Keefe, Bruyette & Woods" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. 6 (c) Availability of Documents. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Special Factors -- Fairness Opinion of Keefe, Bruyette & Woods" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION (c) Expenses. The information set forth in the Prospectus and the related Letter of Transmittal under the caption "Special Factors -- Fees and Expenses of the Exchange Offer; Source of Funds" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. ITEM 12. THE SOLICITATION OR RECOMMENDATION (d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Special Factors -- Background of the Exchange Offer" and "-- Reasons for the Exchange Offer and Fairness of the Exchange Offer" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. (e) Recommendations of Others. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Special Factors -- Background of the Exchange Offer," "-- Reasons for the Exchange Offer and Fairness of the Exchange Offer," "-- Review of the Exchange Offer by Filing Persons," and "-- Fairness Opinion of Keefe, Bruyette & Woods" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED (b) Employees and Corporate Assets. The information set forth in the Prospectus and the related Letter of Transmittal under the captions "Special Factors -- Fees and Expenses of the Exchange Offer; Source of Funds" and "The Exchange Offer -- Fees and Expenses" is incorporated by reference pursuant to General Instruction F to Schedule 13E-3. ITEM 16. EXHIBITS (c)(1) -- Fairness Opinion of Keefe, Bruyette & Woods dated May 22, 2002 (included as Appendix B to the Prospectus, which is incorporated by reference from FirstCity's Pre-Effective Amendment No. 2 to Registration Statement on Form S-4 filed on August 19, 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). 7 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: August 19, 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 8 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT NAME ------- ------------ (a)(1) -- Prospectus relating to shares of FirstCity Common Stock to be issued in the Offer (incorporated by reference from FirstCity's Pre-Effective Amendment No. 2 to its Registration Statement on Form S-4 filed on August 19, 2002) (a)(2) -- Form of Letter of Transmittal (included as Appendix A to the Prospectus, which is incorporated by reference from FirstCity's Pre-Effective Amendment No. 2 to its Registration Statement on Form S-4 filed on August 19, 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) (c)(1) -- Fairness Opinion of Keefe, Bruyette & Woods dated May 22, 2002 (included as Appendix B to the Prospectus, which is incorporated by reference from FirstCity's Pre-Effective Amendment No. 2 to Registration Statement on Form S-4 filed on August 19, 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). (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)