EXHIBIT 99(a)(5)
FORM OF LETTER TO CLIENTS
OFFER TO EXCHANGE EACH OUTSTANDING SHARE OF NEW PREFERRED STOCK
OF
FIRSTCITY FINANCIAL CORPORATION
FOR, AT THE ELECTION OF THE SELLER,
2 SHARES OF COMMON STOCK AND $10.00 NET TO THE SELLER IN CASH OR
3 SHARES OF COMMON STOCK AND $8.00 NET TO THE SELLER IN CASH
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON , 2002, UNLESS THE OFFER IS EXTENDED.
, 2002
To Our Clients:
Enclosed for your consideration are the Prospectus, dated , 2002,
and the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer") in connection with the
offer by FirstCity Financial Corporation, a Delaware corporation ("FirstCity"),
to acquire all of the outstanding shares of New Preferred Stock, par value $0.01
per share ("New Preferred Stock"), of FirstCity, for, at the election of the
holder of the New Preferred Stock, either (a) two shares of FirstCity's common
stock and cash of $10.00, or (b) three shares of FirstCity's common stock and
cash of $8.00, upon the terms and subject to the conditions set forth in the
Offer. We are the holder of record of New Preferred Stock held for your account.
A tender of such New Preferred Stock can be made only by us as the holder of
record and pursuant to your instructions. The enclosed Letter of Transmittal is
furnished to you for your information only and cannot be used by you to tender
New Preferred Stock held by us for your account.
We request instructions as to whether you wish us to tender any or all of
the New Preferred Stock held by us for your account, upon the terms and subject
to the conditions set forth in the Offer.
Your attention is invited to the following:
1. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on , 2002, unless the Offer is extended.
2. The Offer is subject to several conditions, including: (a) the
closing of the sale of 20% interest in Drive to BoS(USA), Inc. (which
currently owns a 49% interest in Drive) for $16 million by FirstCity, which
will provide the cash proceeds of the exchange offer, and the other
transactions contemplated by the recapitalization described in the
Prospectus, (b) the tender of at least 80% of the outstanding shares of New
Preferred Stock, (c) the effectiveness of the Registration Statement
relating to the shares of common stock of FirstCity to be issued in
connection with the exchange offer, and (d) the lack of any change or
development involving a prospective change in or affecting FirstCity's
business or financial affairs that, in the reasonable judgment of
FirstCity's board of directors, would or might prohibit, restrict or delay
consummation of the exchange offer or materially impair the contemplated
benefits to FirstCity of the exchange offer.
3. Tendering stockholders will not be obligated to pay any charges or
expenses of the exchange agent or any brokerage commissions. Except as set
forth in the Letter of Transmittal, transfer taxes on the exchange of New
Preferred Stock pursuant to the Offer will be paid by or on behalf of
FirstCity.
4. Any stock transfer taxes applicable to the sale of New Preferred
Stock to FirstCity pursuant to the Offer will be paid by FirstCity, except
as otherwise provided in the Letter of Transmittal.
Except as disclosed in the Prospectus, FirstCity is not aware of any state
in which the making of the Offer is prohibited by administrative or judicial
action pursuant to any valid state statute. In any jurisdiction in which the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer will be deemed to be made on behalf of FirstCity by
one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
If you wish to have us tender any or all of your shares of New Preferred
Stock, please so instruct us by completing, executing and returning to us the
instruction form set forth on the reverse side of this letter. An envelope to
return your instructions to us is enclosed. If you authorize the tender of your
New Preferred Stock, all of your shares of New Preferred Stock will be tendered
unless otherwise specified on the reverse side of this letter. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN SUFFICIENT TIME TO PERMIT US TO SUBMIT A TENDER ON
YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO EXCHANGE
EACH OUTSTANDING SHARE OF NEW PREFERRED STOCK
OF
FIRSTCITY FINANCIAL CORPORATION
FOR, AT THE ELECTION OF THE SELLER,
2 SHARES OF COMMON STOCK AND $10.00 NET TO THE SELLER IN CASH OR
3 SHARES OF COMMON STOCK AND $8.00 NET TO THE SELLER IN CASH
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus dated , 2002 and the related Letter of Transmittal in
connection with the Offer by FirstCity Financial Corporation, a Delaware
corporation ("FirstCity"), to acquire all of the outstanding shares of New
Preferred Stock, par value $0.01 per share ("New Preferred Stock"), of FirstCity
for, at the election of the holder of the New Preferred Stock, either (a) two
shares of FirstCity's common stock and cash of $10.00, or (b) three shares of
FirstCity's common stock and cash of $8.00, upon the terms and subject to the
conditions set forth in the Prospectus and the related Letter of Transmittal.
This will instruct you to tender the number of shares of New Preferred
Stock indicated below (or if no number is indicated below, all shares of New
Preferred Stock) held by you in return for the consideration elected, for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Prospectus and the related Letter of Transmittal.
Number of Shares of New Preferred Stock to be Tendered:*
-----------------------
Account No: --------------------------------------- Dated: ----------
<Table>
CONSIDERATION ELECTION (CHECK ONLY ONE BOX)** SIGN HERE
-----------------------------------------------------
For each share of New Preferred Stock: -----------------------------------------------------
(Signature(s))
[ ] 2 Shares of Common Stock and $10.00 Cash
or -----------------------------------------------------
[ ] 3 Shares of Common Stock and $8.00 Cash -----------------------------------------------------
-----------------------------------------------------
(Print Name(s) and Address(es))
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
(Area Code and Telephone Number(s))
</Table>
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* Unless otherwise indicated, it will be assumed that all shares of New
Preferred Stock held by us for your account are to be tendered.
** If you fail to check either box, or check both boxes, you will be deemed to
have elected to receive 3 shares of Common Stock and $8.00 cash for each
Share tendered.
PLEASE RETURN THIS FORM TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT.
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