8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 28, 2005

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) 761-2800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7- Regulation FD

Item 7.01 Regulation FD Disclosure.

On November 28, 2005, FirstCity Financial Corporation (“FirstCity” or the “Company”) issued a press release (“Press Release”) announcing that it has filed an application for an industrial bank charter with the State of Utah Department of Financial Institutions and an application for deposit insurance with the Federal Deposit Insurance Corporation (FDIC).  A copy of this Press Release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.  The Press Release is incorporated by reference into this Item 7.01, and the foregoing description of the Press Release is qualified in its entirety by reference to the full text of Exhibit 99.1.

On November 28, 2005, FirstCity held a conference call to discuss the filing of the application for the industrial bank and FirstCity’s plans related to the formation and operation of the industrial bank.  James T. Sartain, President and CEO of FirstCity Financial Corporation, stated in the conference call that the investment contemplated by FirstCity would be made through existing lines of credit of the Company and would not restrict its investment in its distressed asset and value investment operations.  Mr. Sartain further noted that the business plan contemplated that the balance sheet of the industrial bank would grow to $300,000,000 during its first three years of operation maintaining a 10 to 1 total assets to equity ratio.  The replay of the conference call, as more fully described in the Press Release attached hereto as Exhibit 99.1, will be available approximately two hours after the presentation is completed and will remain available until Monday, December 12, 2005. FirstCity has posted a presentation related to formation of and plans for the industrial bank on its website and expects to use such slides, possibly with variations, at investor presentations. A copy of the text of the presentation is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.  The text of the presentation is incorporated by reference into this Item 7.01, and the foregoing description of the presentation is qualified in its entirety by reference to the full text of Exhibit 99.2.  By filing this Current Report on Form 8-K and furnishing this information, we make no admission as to the materiality of any information in this report.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Form 8-K, including the exhibits shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into any filing of FirstCity, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

The information contained in the press release and the slides is summary information that is intended to be considered in the context of our SEC filings and other public announcements that we may make, by press release or otherwise, from time to time. We undertake no duty or obligation to publicly update or revise the information contained in this report, although we may do so from time to time as our management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.  Pursuant to General Instructions B.2 of Form 8-K, the following exhibits are furnished with this Form 8-K.

99.1 - Press release of the Company, dated November 28, 2005

99.2 - Text of Slideshow related to formation of Industrial Bank

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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: November 28, 2005	By:	/s/ J. Bryan Baker
		J. Bryan Baker
		Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

99.1 - Press release of the Company, dated November 28, 2005

99.2 - Text of Slideshow related to formation of Industrial Bank

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EX-99.1

EXHIBIT 99.1

NEWS RELEASE

Contact:	Suzy W. Taylor
	866-652-1810

FirstCity Financial Announces Industrial Bank Initiative

Waco, Texas November 28, 2005… FirstCity Financial Corporation announced today it has filed an application for an industrial bank charter with the State of Utah Department of Financial Institutions and an application for deposit insurance with the Federal Deposit Insurance Corporation (FDIC).  An industrial bank is a limited purpose state chartered depository institution that is subject to state and federal banking regulations but its shareholders are exempt from operation under the Bank Holding Company Act.

The application, if approved, will clear the way for FirstCity  to open American Pioneer Bank in Salt Lake City, Utah.  Cargill Value Investment (CVI), FirstCity’s longtime investment partner, will own a minority interest in the Bank. The bank will initially be capitalized with $30 million with FirstCity investing $19.2 million.  The regulatory review and approval process is expected to take approximately six months.

James T. Sartain, president and CEO of FirstCity said, “We are excited about the prospects the industrial bank platform will provide and how it will complement our existing business.  The establishment of American Pioneer Bank represents an integral initiative to further diversify and enhance FirstCity’s operations.  The advantage of low cost funds available to the industrial bank will allow it to compete effectively in the market for attractive performing loans, and complement FirstCity’s current distressed asset business.  With access to the existing infrastructure, expertise and core competencies of FirstCity, the bank will be able to operate efficiently in the performing loan markets.”

The Bank’s business plan is based upon a pure wholesale strategy, according to Sartain.  No retail operations, branches or loan origination offices will be built.  This approach resembles FirstCity’s and CVI’s  established business lines as veteran buyers of loans in the secondary market. “FirstCity’s demonstrated experience in underwriting, credit risk analysis and proven discipline in purchasing and servicing debt instruments will serve as the cornerstone in building American Pioneer Bank,” said Sartain.

American Pioneer Bank will operate independently from FirstCity and CVI with its own board of directors and management. A. Hartie Spence has been appointed president of the bank.  Mr. Spence has over 35 years managing banks, including previous positions as President, Chief Executive Officer and Chairman of FDIC insured institutions.

Conference Call

A conference call will be held today at 8; 30 a.m. Central time to discuss FirstCity’s Industrial Bank Initiative. A question and answer session will follow the prepared remarks. Details  to access the call and web cast are:

Event:	FirstCity Financial Corporation Announces Industrial Bank Initiative
Date and Time	8:30 a.m. Central Time, Monday, November 28, 2005
Host:	James T. Sartain, FirstCity’s president and CEO
Web Access:	FirstCity’s web page-		www.fcfc.com/invest.htm or,
	CCBN’s Investor websites-		www.streetevents.com and, www.earnings.com
Dial In Access:	Domestic	866-510-0707
	International	617-597-5376
	Pass code -	71553065
Replay	Domestic	888-286-8010
	International	617-801-6888
	Pass code:	33209795

The replay will be available until Monday, December 12, 2005 .

(more)

FirstCity Financial Corporation

FirstCity Financial Corporation is a diversified financial services Company with operations dedicated to portfolio asset acquisition and resolution with offices in the U.S. and with affiliate organizations in France and Mexico. Its common (FCFC) stock is listed on the NASDAQ National Market System. For more information, visit www.fcfc.com

Cargill Value Investment

Cargill Value Investment (CVI) is widely recognized as one of the world’s leading investors in management- and credit-intensive assets, including real estate, corporate credit and loan portfolios.  Founded in 1987, CVI has 75 investment professionals working with approximately 100 administrative, tax and legal professionals in 10 offices across the globe and is a recognized international leader in value investing.  More information is available at www.cargillvalueinvestment.com.  CVI is part of Cargill, an international provider of food, agricultural and risk management products and services. With 124,000 employees in 59 countries, the company is committed to using its knowledge and experience to collaborate with customers to help them succeed. For more information, visit www.cargill.com.

Forward Looking Statements

Certain statements in this press release, which are not historical in fact, including, but not limited to, statements relating to future performance, may be deemed to be forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, 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 the Company’s actual results to differ materially.

These factors include, but are not limited to, uncertainty of and delays in regulatory approvals and the Company’s ability to satisfy certain conditions for such regulatory approval, risks related to the start up of a business, including American Pioneer Bank’s ability to implement its business plan and strategy to generate sufficient revenues necessary to avoid losses common to start up companies, the availability of loans to be acquired in the secondary market, economic conditions in the secondary markets, assumptions underlying loan performance, general economic conditions, changes (legislative and otherwise) in the banking industry and in particular as applicable to industrial banks; 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 22, 2005, as well as in the Company’s other filings with the SEC.

Many of these factors are beyond the Company’s control. In addition, it should be noted that past financial and operational performance of the Company 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. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.

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EX-99.2

EXHIBIT 99.2

Searchable text section of graphics shown above

AMERICAN PIONEER BANK

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November 28, 2005

Why a Bank?

•Creates a predictable income stream from net interest margin

•Establishes a diversification of income

•Increases marketing effectiveness by pursuing quality performing loans; the Bank will not be a purchaser of sub-prime or non-performing credit

•Fills an uncovered niche in FirstCity’s investment strategies

•Builds relationships with financial institutions for participations

•The cost structure of the Bank provides for a more competitive advantage

Attributes of an Industrial Bank

•State chartered institution with FDIC insured deposits

•Regulated like a commercial bank, however the Bank Holding Company Act (BHCA) does not apply to parent

•Permitted by federal law to export its home state’s laws governing interest regardless of customer location

•Can offer a full range of financial products and services

•Can fund its operations with deposits, federal funds and Federal Home Loan Bank borrowings

•Is not subject to most state licensing requirements

•Can be owned and controlled by any entity with the requisite resources, expertise and integrity

U.S Industrial Banks with Total Assets of $500MM or more

$’s billions as of 12/31/2004

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Why the Joint Venture with Cargill?

Established Relationship

FirstCity and Cargill Value Investment (CVI) have a fifteen year history of successful partnerships

Expand Markets

FirstCity and CVI have come together to establish the Bank for the purpose of expanding their established market and operating expertise to purchase and service quality loans and portfolios

Proven Business Model

FirstCity’s and CVI combined strengths and attributes over the years have proven to be beneficial

American Pioneer Bank Business Model

•General Operating Structure – Single office in Salt Lake City, Utah

•Sources of Funds – Deposits generated from wholesale sources including brokers and master CD programs with leading securities firms

•Uses of Funds – Secondary market purchases of quality loans. Including:

•Commercial and Industrial Loans

•Real Estate Loans

•Loan Participations

•Asset and Liability Management – Disciplined and refined management process of matching asset and liability pricing to ensure predictable net interest margins

•CRA - Applying for “wholesale bank” designation.

•Branch Strategy - No branches

Bank Structure and Organization

•The ownership structure is designed to provide the Bank with the use of the FirstCity net operating loss carryforwards for federal income tax purposes

•Initial capitalization of $30 million with FirstCity contributing $19.2 million

•Bank will be a Utah Based “C” Corporation

•Bank will lease space in Salt Lake City, UT

•Bank will operate independently from its parent

Relationship Between Bank and Parent

•The Bank will contract with FirstCity for certain general administrative, acquisition analysis and loan administration services in compliance with section “23B” of Federal Bank Regulations.

•FirstCity and Cargill Value Investment will present loans and portfolios to the Bank for consideration and underwriting.

Leveraging of Existing FirstCity Infrastructure

•Due diligence/underwriting concepts and staff in place

•Systems familiarity

•Credit Administration functionality

•Existing Marketing effort expanded to include quality performing loans

•Existing management well-versed in banking and regulatory issues/operations

FirstCity Core Competencies

Well experienced in business and legal matters relating to commerciall lending

• Management/resolution of purchased portfolios

• Investor Reporting

• Back room functionality to support business operations

Management

Chairman of the Board of Directors:  Frank Aelvoet

Senior Vice President of FirstCity Servicing Corp. and Vice Chair of its Senior Loan Committee.  Previous bank lending and board of directors experience.

President:  A. Hartie Spence

Over 40 years of senior management bank experience including president, CEO and Chairman

Chief Credit Officer:  Dan Brian

Over 30 years of progressive credit management experience including CCO of Iowa National Bancshares.  Eleven years of credit management experience with Cargill

Chief Financial Officer:  Jill Tashro

Over 10 years of banking experience including six years of accounting experience culminating as Vice President /Accounting Manager of Citigroup, Layton, Utah – f.k.a. Associates Capital Bank

Compliance Officer:  Terry Harrison

Over 25 years of business experience including 3 years in bank policy development, compliance and loan review

Business Plan Strengths

•Recruited a seasoned Management team well versed and experienced in commercial banking

•Assembled capable, knowledgeable and experienced independent Board members with commercial banking backgrounds

•Proven business model

•Owners long-term history of successful partnerships

•Asset acquisition and servicing strategies that utilize the strengths and market experience of the owners

•Independent and capable Bank management controls credit authority and outsourced services

AMERICAN PIONEER BANK

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