EXHIBIT 99.D3
CONFIRMATION OF COMMITMENT TO
TENDER SHARES OF NEW PREFERRED STOCK
In connection with the proposed offer (the "Exchange Offer") by FirstCity
Financial Corporation (the "Company") to exchange each share of New Preferred
Stock, par value $0.01 per share ("New Preferred Stock"), for either (a) 2
shares of the Company's Common Stock, par value $0.01 per share ("Common
Stock"), and $10.00 cash or (b) 3 shares of FirstCity Common Stock and $8.00
cash, the undersigned hereby confirms that:
1. Set forth below are all of the shares of New Preferred Stock of which
undersigned is the beneficial owner(1):
46,050 SHARES
2. The undersigned has the sole voting and the sole investment power with
respect to, and is the direct beneficial owner of, the shares of New
Preferred Stock listed in paragraph (1).
3. Set forth on Schedule A attached hereto is a list of all transactions
in Common Stock and New Preferred Stock made by the undersigned since
January 1, 2000, including the date of the transaction, the amount of
the securities involved, price per share, and where and how the
transaction was effected (e.g., open market purchase through Nasdaq;
privately negotiated transaction; gift).
4. The undersigned hereby commits to tender all of his shares of New
Preferred Stock pursuant to the Exchange Offer and commits to elect to
receive three shares of Common Stock and $8.00 cash for each share of
New Preferred Stock tendered.
Date: May 28, 2002 /s/ James R. Hawkins
------------------------------
JAMES R. HAWKINS
- --------
(1) A person is deemed to be the "beneficial owner" of a security if that
person, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise (including, without limitation, the
use, directly or indirectly, of any trust, proxy, power of attorney, pooling
arrangement or any other contract, arrangement or device) has or shares (i)
voting power (which includes the power to vote, or direct the voting of such
security); and/or (ii) investment power (which includes the power to dispose, or
to direct the disposition of, such security). In addition, a person is deemed to
be the beneficial owner of any security if he or she has the right to acquire
beneficial ownership of such security within sixty (60) days (i) through the
exercise of any option*, warrant or right; (ii) through the conversion of a
security; (iii) pursuant to the power to revoke a trust, discretionary account,
or similar arrangement; or (iv) pursuant to the automatic termination of a
trust, discretionary account or similar arrangement. In the past, the Securities
and Exchange Commission has taken the position that shares held by a person's
spouse or minor children or by relatives who share such person's home will
ordinarily be regarded as "beneficially owned" by such person.
SCHEDULE A
COMMON STOCK
<Table>
<Caption>
DATE AMOUNT PRICE TRANSACTION
- ---- ------ ----- -----------
</Table>
PREFERRED STOCK
<Table>
<Caption>
DATE AMOUNT PRICE TRANSACTION
---- ------ ----- -----------
9/16/97 17,250 22.44 Open Market
9/1/98 20,400 19.25 Open Market
8/28/97 1,000 22.50 Open Market
8/28/97 100 23.00 Open Market
9/17/97 2,500 22.55 Open Market
12/23/98 1,000 17.50 Open Market
3/15/99 800 17.50 Open Market
1/6/00 2,000 9.75 Open Market
12/29/00 1,000 9.50 Open Market
</Table>
CONFIRMATION OF COMMITMENT TO
TENDER SHARES OF NEW PREFERRED STOCK
In connection with the proposed offer (the "Exchange Offer") by FirstCity
Financial Corporation (the "Company") to exchange each share of New Preferred
Stock, par value $0.01 per share ("New Preferred Stock"), for either (a) 2
shares of the Company's Common Stock, par value $0.01 per share ("Common
Stock"), and $10.00 cash or (b) 3 shares of FirstCity Common Stock and $8.00
cash, the undersigned hereby confirms that:
1. Set forth below are all of the shares of New Preferred Stock of which
undersigned is the beneficial owner(1):
37,650 SHARES
2. The undersigned has the sole voting and the sole investment power with
respect to, and is the direct beneficial owner of, the shares of New
Preferred Stock listed in paragraph (1).
3. Set forth on Schedule A attached hereto is a list of all transactions
in Common Stock and New Preferred Stock made by the undersigned since
January 1, 2000, including the date of the transaction, the amount of
the securities involved, price per share, and where and how the
transaction was effected (e.g., open market purchase through Nasdaq;
privately negotiated transaction; gift).
4. The undersigned hereby commits to tender all of his shares of New
Preferred Stock pursuant to the Exchange Offer and commits to elect to
receive three shares of Common Stock and $8.00 cash for each share of
New Preferred Stock tendered.
Date: June 3, 2002 /s/ James T. Sartain
-----------------------------
JAMES T. SARTAIN
- ----------
(1) A person is deemed to be the "beneficial owner" of a security if that
person, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise (including, without limitation, the
use, directly or indirectly, of any trust, proxy, power of attorney, pooling
arrangement or any other contract, arrangement or device) has or shares (i)
voting power (which includes the power to vote, or direct the voting of such
security); and/or (ii) investment power (which includes the power to dispose, or
to direct the disposition of, such security). In addition, a person is deemed to
be the beneficial owner of any security if he or she has the right to acquire
beneficial ownership of such security within sixty (60) days (i) through the
exercise of any option*, warrant or right; (ii) through the conversion of a
security; (iii) pursuant to the power to revoke a trust, discretionary account,
or similar arrangement; or (iv) pursuant to the automatic termination of a
trust, discretionary account or similar arrangement. In the past, the Securities
and Exchange Commission has taken the position that shares held by a person's
spouse or minor children or by relatives who share such person's home will
ordinarily be regarded as "beneficially owned" by such person.
SCHEDULE A
COMMON STOCK
<Table>
<Caption>
DATE AMOUNT PRICE TRANSACTION
- ---- ------ ----- -----------
</Table>
(SEE ATTACHED)
PREFERRED STOCK
<Table>
<Caption>
DATE AMOUNT PRICE TRANSACTION
- ---- ------ ----- -----------
</Table>
(SEE ATTACHED)
FIRSTCITY FINANCIAL CORPORATION
(COMMON SHARES)
<Table>
<Caption>
CERTIFICATE NUMBER/NAME # OF SHARES CERTIFICATE DATE PURCHASE DATE PURCHASE PRICE SOLD DATE
- ------------------------------ ------------- ----------------- ----------------- ----------------- -------------
- --------- / James T. Sartain 4,000 ------ 8/31/00 $1.9688
- --------- / James T. Sartain 2,000 ------ 12/22/00 $1.3125
- --------- / James T. Sartain 10,000 ------ 12/26/00 $1.3750
- --------- / James T. Sartain 1,300 ------ 12/28/00 $1.5000
- --------- / James T. Sartain 4,000 ------ 12/26/00 $1.3750
- --------- / James T. Sartain 1,100 ------ 12/29/00 $1.5625
- ------------------------------ ------------- ----------------- ----------------- ----------------- -------------
</Table>
FIRSTCITY FINANCIAL CORPORATION
(PREFERRED STOCK)
<Table>
<Caption>
CERTIFICATE NUMBER/NAME # OF SHARES CERTIFICATE DATE PURCHASE DATE PURCHASE PRICE SOLD DATE
- ------------------------------ ------------- ----------------- ----------------- ----------------- -------------
NEW0093 / James T. Sartain 17,250 ------ 9/17/97 $22.55
- -------- / James T. Sartain 20,400 ------ 9/1/98 $19.25
- ------------------------------ ------------- ----------------- ----------------- ----------------- -------------
</Table>
CONFIRMATION OF COMMITMENT TO
TENDER SHARES OF NEW PREFERRED STOCK
In connection with the proposed offer (the "Exchange Offer") by FirstCity
Financial Corporation (the "Company") to exchange each share of New Preferred
Stock, par value $0.01 per share ("New Preferred Stock"), for either (a) 2
shares of the Company's Common Stock, par value $0.01 per share ("Common
Stock"), and $10.00 cash or (b) 3 shares of FirstCity Common Stock and $8.00
cash, the undersigned hereby confirms that:
1. Set forth below are all of the shares of New Preferred Stock of which
undersigned is the beneficial owner(1):
98,100 SHARES (IF NONE, SO INDICATE)
2. The undersigned has the sole voting and the sole investment power with
respect to, and is the direct beneficial owner of, the shares of New
Preferred Stock listed in paragraph (1).
3. Set forth on Schedule A attached hereto is a list of all transactions
in Common Stock and New Preferred Stock made by the undersigned since
January 1, 2000, including the date of the transaction, the amount of
the securities involved, price per share, and where and how the
transaction was effected (e.g., open market purchase through Nasdaq;
privately negotiated transaction; gift).
4. The undersigned hereby commits to (indicate by check or initial):
________(A) tender all of his shares of New Preferred Stock pursuant to
the Exchange Offer and commits to elect to receive three (3) shares of
Common Stock and $8.00 cash for each share of New Preferred Stock
tendered;
________(B) tender all of his shares of New Preferred Stock pursuant to
the Exchange Offer and commits to elect to receive two (2) shares of
Common Stock and $10.00 cash for each share of New Preferred Stock
tendered; or
REB (C) tender all of his shares of New Preferred Stock pursuant to
the Exchange Offer, but is uncertain as to whether will elect to
receive either three (3) shares of Common Stock and $8.00 cash or two
(2) shares of Common Stock and $10.00 cash for each share of New
Preferred Stock tendered.
Date: May 29, 2002 /s/ Richard E. Bean
-----------------------------
RICHARD E. BEAN
- ----------
(1) A person is deemed to be the "beneficial owner" of a security if that
person, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise (including, without limitation, the
use, directly or indirectly, of any trust, proxy, power of attorney, pooling
arrangement or any other contract, arrangement or device) has or shares (i)
voting power (which includes the power to vote, or direct the voting of such
security); and/or (ii) investment power (which includes the power to dispose, or
to direct the disposition of, such security). In addition, a person is deemed to
be the beneficial owner of any security if he or she has the right to acquire
beneficial ownership of such security within sixty (60) days (i) through the
exercise of any option*, warrant or right; (ii) through the conversion of a
security; (iii) pursuant to the power to revoke a trust, discretionary account,
or similar arrangement; or (iv) pursuant to the automatic termination of a
trust, discretionary account or similar arrangement. In the past, the Securities
and Exchange Commission has taken the position that shares held by a person's
spouse or minor children or by relatives who share such person's home will
ordinarily be regarded as "beneficially owned" by such person.
SCHEDULE A
COMMON STOCK
<Table>
<Caption>
DATE AMOUNT PRICE TRANSACTION
---- ------ ----- -----------
9-28-00 2,000 SHS $2.00 BUY
9-29-00 3,000 SHS $1.9375 BUY
</Table>
PREFERRED STOCK
<Table>
<Caption>
DATE AMOUNT PRICE TRANSACTION
---- ------ ----- -----------
NO TRANSACTIONS
</Table>
CONFIRMATION OF COMMITMENT TO
TENDER SHARES OF NEW PREFERRED STOCK
In connection with the proposed offer (the "Exchange Offer") by FirstCity
Financial Corporation (the "Company") to exchange each share of New Preferred
Stock, par value $0.01 per share ("New Preferred Stock"), for either (a) 2
shares of the Company's Common Stock, par value $0.01 per share ("Common
Stock"), and $10.00 cash or (b) 3 shares of FirstCity Common Stock and $8.00
cash, the undersigned hereby confirms that:
1. Set forth below are all of the shares of New Preferred Stock of which
undersigned is the beneficial owner(1):
5,500 SHARES (IF NONE, SO INDICATE)
2. The undersigned has the sole voting and the sole investment power with
respect to, and is the direct beneficial owner of, the shares of New
Preferred Stock listed in paragraph (1).
3. Set forth on Schedule A attached hereto is a list of all transactions
in Common Stock and New Preferred Stock made by the undersigned since
January 1, 2000, including the date of the transaction, the amount of
the securities involved, price per share, and where and how the
transaction was effected (e.g., open market purchase through Nasdaq;
privately negotiated transaction; gift).
4. The undersigned hereby commits to (indicate by check or initial):
DDF (A) tender all of his shares of New Preferred Stock pursuant to
the Exchange Offer and commits to elect to receive three (3) shares of
Common Stock and $8.00 cash for each share of New Preferred Stock
tendered;
_______(B) tender all of his shares of New Preferred Stock pursuant to
the Exchange Offer and commits to elect to receive two (2) shares of
Common Stock and $10.00 cash for each share of New Preferred Stock
tendered; or
_______(C) tender all of his shares of New Preferred Stock pursuant to
the Exchange Offer, but is uncertain as to whether will elect to
receive either three (3) shares of Common Stock and $8.00 cash or two
(2) shares of Common Stock and $10.00 cash for each share of New
Preferred Stock tendered.
Date: May 28, 2002 /s/ Dane Fulmer
---------------------------
DANE FULMER
- ----------
(1) A person is deemed to be the "beneficial owner" of a security if that
person, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise (including, without limitation, the
use, directly or indirectly, of any trust, proxy, power of attorney, pooling
arrangement or any other contract, arrangement or device) has or shares (i)
voting power (which includes the power to vote, or direct the voting of such
security); and/or (ii) investment power (which includes the power to dispose, or
to direct the disposition of, such security). In addition, a person is deemed to
be the beneficial owner of any security if he or she has the right to acquire
beneficial ownership of such security within sixty (60) days (i) through the
exercise of any option*, warrant or right; (ii) through the conversion of a
security; (iii) pursuant to the power to revoke a trust, discretionary account,
or similar arrangement; or (iv) pursuant to the automatic termination of a
trust, discretionary account or similar arrangement. In the past, the Securities
and Exchange Commission has taken the position that shares held by a person's
spouse or minor children or by relatives who share such person's home will
ordinarily be regarded as "beneficially owned" by such person.
SCHEDULE A
COMMON STOCK
<Table>
<Caption>
DATE AMOUNT PRICE TRANSACTION
---- ------ ----- -----------
1/7/2000 3,000 $2.56 Bought
3/2/2000 5,000 $2.50 Bought
8/31/2000 4,750 $2.12 Bought
9/17/2001 3,000 $1.74 Bought
9/17/2001 1,100 $1.50 Bought
</Table>
PREFERRED STOCK
<Table>
<Caption>
DATE AMOUNT PRICE TRANSACTION
---- ------ ----- -----------
1/7/2000 1,500 $9.94 Bought
6/4/2001 1,000 $8.25 Inherited
9/17/2001 1,000 $7.65 Bought
9/17/2001 2,000 $8.00 Bought
</Table>
CONFIRMATION OF COMMITMENT TO
TENDER SHARES OF NEW PREFERRED STOCK
In connection with the proposed offer (the "Exchange Offer") by FirstCity
Financial Corporation (the "Company") to exchange each share of New Preferred
Stock, par value $0.01 per share ("New Preferred Stock"), for either (a) 2
shares of the Company's Common Stock, par value $0.01 per share ("Common
Stock"), and $10.00 cash or (b) 3 shares of FirstCity Common Stock and $8.00
cash, the undersigned hereby confirms that:
1. Set forth below are all of the shares of New Preferred Stock of which
undersigned is the beneficial owner(1):
1,800 SHARES (IF NONE, SO INDICATE)
2. The undersigned has the sole voting and the sole investment power with
respect to, and is the direct beneficial owner of, the shares of New
Preferred Stock listed in paragraph (1).
3. Set forth on Schedule A attached hereto is a list of all transactions
in Common Stock and New Preferred Stock made by the undersigned since
January 1, 2000, including the date of the transaction, the amount of
the securities involved, price per share, and where and how the
transaction was effected (e.g., open market purchase through Nasdaq;
privately negotiated transaction; gift).
4. The undersigned hereby commits to (indicate by check or initial):
X (A) tender all of his shares of New Preferred Stock pursuant to
the Exchange Offer and commits to elect to receive three (3) shares of
Common Stock and $8.00 cash for each share of New Preferred Stock
tendered;
_______(B) tender all of his shares of New Preferred Stock pursuant to
the Exchange Offer and commits to elect to receive two (2) shares of
Common Stock and $10.00 cash for each share of New Preferred Stock
tendered; or
_______(C) tender all of his shares of New Preferred Stock pursuant to
the Exchange Offer, but is uncertain as to whether will elect to
receive either three (3) shares of Common Stock and $8.00 cash or two
(2) shares of Common Stock and $10.00 cash for each share of New
Preferred Stock tendered.
Date: May 28, 2002 /s/ R.E. Garrison, II
--------------------------
ROBERT E. GARRISON II
- ----------
(1) A person is deemed to be the "beneficial owner" of a security if that
person, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise (including, without limitation, the
use, directly or indirectly, of any trust, proxy, power of attorney, pooling
arrangement or any other contract, arrangement or device) has or shares (i)
voting power (which includes the power to vote, or direct the voting of such
security); and/or (ii) investment power (which includes the power to dispose, or
to direct the disposition of, such security). In addition, a person is deemed to
be the beneficial owner of any security if he or she has the right to acquire
beneficial ownership of such security within sixty (60) days (i) through the
exercise of any option*, warrant or right; (ii) through the conversion of a
security; (iii) pursuant to the power to revoke a trust, discretionary account,
or similar arrangement; or (iv) pursuant to the automatic termination of a
trust, discretionary account or similar arrangement. In the past, the Securities
and Exchange Commission has taken the position that shares held by a person's
spouse or minor children or by relatives who share such person's home will
ordinarily be regarded as "beneficially owned" by such person.
SCHEDULE A
COMMON STOCK
<Table>
<Caption>
SECURITIES PURCHASED
- ----------------------------------------- -------------------- ------------------ ------------ ---------------
Trade/Process
Description CUSIP Date Quantity Net Cost
- ----------------------------------------- -------------------- ------------------ ------------ ---------------
FIRSTCITY FINL CORP COM 33761X107 01/12/2000 5,000 12,570.00
01/13/2000 5,000 13,507.50
01/14/2000 5,500 15,225.00
01/14/2000 4,500 13,027.50
01/18/2000 4,700 13,625.19
01/25/2000 300 957.50
02/28/2000 7,000 16,629.70
08/31/2000 6,000 12,044.50
09/01/2000 3,000 6,044.50
09/12/2000 900 1,844.50
09/13/2000 800 1,644.50
09/14/2000 1,000 2,044.50
09/15/2000 5,600 11,819.51
09/18/2000 700 1,444.50
--------------
122,428.90
- ----------------------------------------- -------------------- ------------------ ------------ --------------
</Table>
PREFERRED STOCK
<Table>
FIRSTCITY FINL CORP PFD 33761X305 09/08/2000 1,800 19,711.96
TOTAL 142,140.86
</Table>
CONFIRMATION OF COMMITMENT TO
TENDER SHARES OF NEW PREFERRED STOCK
In connection with the proposed offer (the "Exchange Offer") by FirstCity
Financial Corporation (the "Company") to exchange each share of New Preferred
Stock, par value $0.01 per share ("New Preferred Stock"), for either (a) 2
shares of the Company's Common Stock, par value $0.01 per share ("Common
Stock"), and $10.00 cash or (b) 3 shares of FirstCity Common Stock and $8.00
cash, the undersigned hereby confirms that:
1. Set forth below are all of the shares of New Preferred Stock of which
undersigned is the beneficial owner(1):
11,678 SHARES (IF NONE, SO INDICATE)
2. The undersigned has the sole voting and the sole investment power with
respect to, and is the direct beneficial owner of, the shares of New
Preferred Stock listed in paragraph (1).
3. Set forth on Schedule A attached hereto is a list of all transactions
in Common Stock and New Preferred Stock made by the undersigned since
January 1, 2000, including the date of the transaction, the amount of
the securities involved, price per share, and where and how the
transaction was effected (e.g., open market purchase through Nasdaq;
privately negotiated transaction; gift). None
4. The undersigned hereby commits to (indicate by check or initial):
________(A) tender all of his shares of New Preferred Stock pursuant to
the Exchange Offer and commits to elect to receive three (3) shares of
Common Stock and $8.00 cash for each share of New Preferred Stock
tendered;
________(B) tender all of his shares of New Preferred Stock pursuant to
the Exchange Offer and commits to elect to receive two (2) shares of
Common Stock and $10.00 cash for each share of New Preferred Stock
tendered; or
X (C) tender all of his shares of New Preferred Stock pursuant to
the Exchange Offer, but is uncertain as to whether will elect to
receive either three (3) shares of Common Stock and $8.00 cash or two
(2) shares of Common Stock and $10.00 cash for each share of New
Preferred Stock tendered.
Date: May 29, 2002 /s/ C. Ivan Wilson
-------------------------------------
C. IVAN WILSON
- ----------
(1) A person is deemed to be the "beneficial owner" of a security if that
person, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise (including, without limitation, the
use, directly or indirectly, of any trust, proxy, power of attorney, pooling
arrangement or any other contract, arrangement or device) has or shares (i)
voting power (which includes the power to vote, or direct the voting of such
security); and/or (ii) investment power (which includes the power to dispose, or
to direct the disposition of, such security). In addition, a person is deemed to
be the beneficial owner of any security if he or she has the right to acquire
beneficial ownership of such security within sixty (60) days (i) through the
exercise of any option*, warrant or right; (ii) through the conversion of a
security; (iii) pursuant to the power to revoke a trust, discretionary account,
or similar arrangement; or (iv) pursuant to the automatic termination of a
trust, discretionary account or similar arrangement. In the past, the Securities
and Exchange Commission has taken the position that shares held by a person's
spouse or minor children or by relatives who share such person's home will
ordinarily be regarded as "beneficially owned" by such person.
SCHEDULE A
COMMON STOCK
<Table>
<Caption>
DATE AMOUNT PRICE TRANSACTION
---- ------ ----- -----------
None
</Table>
PREFERRED STOCK
<Table>
<Caption>
DATE AMOUNT PRICE TRANSACTION
---- ------ ----- -----------
None
</Table>