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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
<Table>
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
</Table>
(Names, Addresses and Telephone Numbers of Persons Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
<Table>
<Caption>
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$10,443,574.54(1) $960.81(2)
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</Table>
(1) The "Transaction Valuation" amount is calculated solely for purposes of
determining the filing fee and is based on the average of the high and low
prices of the FirstCity Financial Corporation New Preferred Stock as
reported on the Nasdaq National Market on June 10, 2002 times the number of
shares of New Preferred Stock to be acquired.
(2) Calculated as 1/50 of 1% of the Transaction Value.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $60.75.
Form or Registration No.: Form S-4 (File No. 333-90258).
Filing Party: FirstCity Financial Corporation
Date Filed: June 11, 2002.
[ ] 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: [ ]
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This combined Tender Offer Statement on Schedule TO and Rule 13e-3
Transaction Statement (collectively, the "Schedule TO") are 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 a registration statement with the Securities and
Exchange Commission 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
<Table>
(a)(1) -- Prospectus relating to shares of FirstCity Common Stock to
be issued in the Offer (incorporated by reference from
FirstCity's Registration Statement on Form S-4 filed on June
11, 2002).
(a)(2) -- Form of Letter of Transmittal (included as Appendix A to the
Prospectus, which is incorporated by reference from
FirstCity's Registration Statement on Form S-4 filed on June
11, 2002.)
(a)(3) -- Form of Notice of Guaranteed Delivery.
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) -- Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(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.
(d)(2) -- Amended and Restated Letter of Intent, dated May 25, 2002,
among FirstCity and the FCHC Group.
</Table>
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.
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.
4
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
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
5
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.
(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.
6
(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 Registration Statement on Form S-4 filed
on June 11, 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: June 11, 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
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT NAME
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(a)(1) -- Prospectus relating to shares of FirstCity Common Stock to
be issued in the Offer (incorporated by reference from
FirstCity's Registration Statement on Form S-4 filed on June
11, 2002).
(a)(2) -- Form of Letter of Transmittal (included as Appendix A to the
Prospectus, which is incorporated by reference from
FirstCity's Registration Statement on Form S-4 filed on June
11, 2002.)
(a)(3) -- Form of Notice of Guaranteed Delivery.
(a)(4) -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) -- Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(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 Registration
Statement on Form S-4 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.
(d)(2) -- Amended and Restated Letter of Intent, dated May 25, 2002,
among FirstCity and the FCHC Group.
</Table>