0001104659-13-042841.txt : 20130517 0001104659-13-042841.hdr.sgml : 20130517 20130517160718 ACCESSION NUMBER: 0001104659-13-042841 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130517 FILED AS OF DATE: 20130517 DATE AS OF CHANGE: 20130517 ISSUER: 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 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 BANCORPORATION OF TEXAS INC/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST CITY ACQUISITION CORP DATE OF NAME CHANGE: 19880523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SARTAIN JAMES T CENTRAL INDEX KEY: 0001237802 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 033-19694 FILM NUMBER: 13855165 MAIL ADDRESS: STREET 1: 6400 IMPERIAL DRIVE CITY: WACO STATE: TX ZIP: 76712 4 1 a4.xml 4 X0306 4 2013-05-17 1 0000828678 FIRSTCITY FINANCIAL CORP FCFC 0001237802 SARTAIN JAMES T 6400 IMPERIAL DRIVE WACO TX 76712 1 1 0 0 President & CEO Common Stock 2013-05-17 4 D 0 34485 D 0 D Common Stock 2013-05-17 4 D 0 570155 D 0 I By Limited Partnership Stock option (right to buy) 7.25 2013-05-17 4 D 0 37500 D 2014-05-13 Common Stock 37500 0 D Stock option (right to buy) 6.93 2013-05-17 4 D 0 50000 D 2019-08-13 Common Stock 50000 0 D This amount includes 21,539 shares of restricted common stock of FirstCity Financial Corporation (the "Issuer"). Pursuant to the terms of the Merger Agreement (as defined below), the restricted stock award agreements were amended to provide that such shares became fully vested immediately prior to the Effective Time (as defined in the Merger Agreement) of the Merger (as defined in the Merger Agreement). Pursuant to the terms of the Agreement and Plan of Merger, dated as of December 20, 2012 (the "Merger Agreement"), by and among the Issuer, Hotspurs Holdings LLC and Hotspurs Acquisition Corporation, each share of the Issuer's common stock that was issued and outstanding immediately prior to the Effective Time of the Merger, subject to certain exceptions, was cancelled and converted into the right to receive $10.00 in cash, without interest (the "Merger Consideration"). Represents shares held by Sartain Family Limited Partnership, an entity owned by the reporting person and his family as follows: James T. Sartain (42%); Debbie Sartain (42%); Ashley D. Scott (3%); Jay T. Sartain (3%); Whitney L. Lytle (3%); Kasey B. Colvin (3%); James Tyler Sartain (3%); Sartain Family GP LLC (1%). The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that the reporting person was, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of these shares. This stock option was granted on May 13, 2004 and originally provided for vesting in four equal annual installments beginning on the first anniversary of the date of grant. At the Effective Time of the Merger, pursuant to the terms of the Merger Agreement, this stock option was cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the excess of the Merger Consideration over the per share exercise price of such stock option multiplied by (ii) the aggregate number of shares of common stock into which such stock option was exercisable immediately prior to the Effective Time of the Merger. This stock option was granted on August 13, 2009 and originally provided for vesting in four equal annual installments beginning on the first anniversary of the date of grant. Pursuant to the terms of the Merger Agreement, the stock option agreement was amended to provide that this stock option became fully vested and exercisable immediately prior to the Effective Time of the Merger. /s/ J. Bryan Baker, Attorney-in-fact for James T. Sartain 2013-05-17