SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3/A NO.2
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
FIRSTCITY FINANCIAL CORPORATION
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(Name of the Issuer)
FIRSTCITY FINANCIAL CORPORATION
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(Name of Person(s) Filing Statement)
Special Preferred Stock
($.01 par value per share)
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(Title of Class of Securities)
33761X 206
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(CUSIP Number of Class of Securities)
James R. Hawkins
FirstCity Financial Corporation
6400 Imperial Drive
Waco, Texas 76712
(817) 751-1750
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
Copy to:
Steven D. Rubin
Weil, Gotshal & Manges LLP
700 Louisiana, Suite 1600
Houston, Texas 77002
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13E-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in check box (a) are preliminary copies: [ ]
HOFS02...:\92\54892\0009\1848\SCH7287P.05A
INTRODUCTORY STATEMENT
This Amendment No. 2 amends and supplements the Rule 13E-3 Transaction
Statement (the "Schedule 13E-3") filed with the Securities and Exchange
Commission ("the "Commission") on June 19, 1997, as amended by the Schedule
13E-3/A No.1 filed with the Commission on July 22, 1997, by FirstCity Financial
Corporation, a Delaware corporation (the "Company"), relating to the offer by
the Company to purchase all of the outstanding shares of Special Preferred Stock
of the Company, upon the terms and subject to the conditions set forth in the
Offer to Exchange dated June 18, 1997, as amended by the Supplement to Offer to
Exchange dated July 25, 1997 (the "Offer to Exchange"), and in the related
Letter of Transmittal (which together constitute the "Offer").
This Amendment No. 2 reflects the Company's extension by press release
dated July 25, 1997 (the "Press Release"), of the date and time at which the
Offer to Exchange expires from 5:00 p.m., New York City time, on July 31, 1997
to 5:00 p.m., New York City time, on August 4, 1997.
This Amendment No. 2 also reflects the Company's waiver of the Minimum
Tender Condition by Press Release.
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
13E-3 or in the Offer to Exchange.
The following cross reference sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location of information included
in response to the Items of this Amendment in the Schedule 13E-4 (as amended,
the "Amended Schedule 13E-4").
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Cross Reference Sheet
Item in Location in
Schedule 13E-3 Related Schedule 13E-4
Item 4(a).......................................... *
Item 16............................................ Item 8(e)
Item 17(d)......................................... Item 9(a)
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* There is no applicable Item contained in the Related Schedule 13E-4.
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ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in Item 4(a) of the Schedule 13E-3 is
hereby amended as follows:
As set forth in the Press Release, dated July 25, 1997, which is
attached hereto as exhibit 99.(d)(6) (the "Press Release"), the
complete text of which is incorporated herein by reference, the
Company has extended the time and date of expiration of the
Exchange Offer to 5:00 p.m., New York City time, on Monday,
August 4, 1997 (the "New Expiration Date") and has waived the
Minimum Tender Condition.
ITEM 16. ADDITIONAL INFORMATION
The information set forth in Item 4(a) of Amendment No. 2 to the
Company's Schedule 13E-3 is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
99.(d)(6) Press Release, dated July 25, 1997.
99.(d)(7) Supplement to Offer to Exchange, dated July 25, 1997.
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SIGNATURE
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.
FirstCity Financial Corporation
By: /s/ James R. Hawkins
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Name: James R. Hawkins
Title: Chairman of the Board,
Chief Executive Officer and
Director
July 29, 1997
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