FIRST CITY LIQUIDATING TRUST
CLASS C BENEFICIAL INTEREST
Filing Type: Schedule TO
Description: Tender Offer
Filing Date: May 18, 2001
Period End: N/A
Primary Exchange: Over the Counter
Ticker: FCFCZ
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
- - --------------------------------------------------------------------------------
First City Liquidating Trust
(Name of Subject Company)
- - --------------------------------------------------------------------------------
New Coronado Investment Corporation
(Name of Filing Persons (Offeror))
- - --------------------------------------------------------------------------------
Class C Beneficial Interest
(Title of Class of Securities)
- - --------------------------------------------------------------------------------
33762E 20 7
(CUSIP Number of Class of Securities)
- - --------------------------------------------------------------------------------
Russell Molina
New Coronado Corporation
4900 Woodway Suite 650
Houston, TX 77056
877-966-3268
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
- - --------------------------------------------------------------------------------
Copy to:
Steven W. Schuster, Esq.
McLaughlin & Stern, LLP
260 Madison Avenue
New York, NY 10023
(212) 448-1100
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
- - --------------------------------------------------------------------------------
$555,183.00 $111.04**
* For the purpose of calculating the fee only. Calculated by multiplying $1.50
per certificate tender offer price, by 370,122 of the 725,729 certificates of
Class C Beneficial Interest outstanding as of December 31, 2000 (representing
purchase of fifty one (51) percent of the issued and outstanding Class C
Beneficial Interest Certificates).
** Calculated as 1/50 of 1% of the transaction value.
[ ] Check Box if any part of the fee is offset s 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: __________ Filing Party:__________
Form or Registration No.: __________ Date Filed: ___________
[ ] 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:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] 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 Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by
New Coronado Investment Corporation (the "Purchaser"). This Schedule TO relates
to the offer by Purchaser to purchase fifty one (51) percent of the issued and
outstanding Class C Beneficial Interest Certificates ("Certificates") of First
City Liquidating Trust, (the "Trust"), at a purchase price of $1.50 per
Certificate, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 18, 2001 (the "Offer to
Purchase") and in the related Letter of Transmittal dated May 18, 2001 (the
"Letter of Transmittal"), copies of which are attached hereto as Exhibits (a)(1)
and (a)(2)(which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). The Certificates are not entitled to
dividends. The Certificates are last in line to the liquidated assets of the
Trust and retain no voting rights. The Trust has no voting securities issued and
outstanding.
All information in the Offer documents are incorporated herein by this
reference in response to all of the items set forth in this Schedule TO.
The following Items of the Schedule TO contain information that has not
been sent to the holders of the Certificates.
ITEM 2. SUBJECT COMPANY INFORMATION
(e) and (f) Not applicable
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON.
(c)(3) and (4) During the last five years, neither the Purchaser, nor to
the best of its knowledge, any of its executive officers and directors (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
any such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
ITEM 5. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)(1-2) The Purchaser has no affiliation or business transactions in the
past two years with the Trust or any of the Trusts Portfolio Committee Members.
(b) and (c) The Purchaser has no negotiations, transactions, or material
contacts in the past two years with the Trust or any of the Trust's Portfolio
Committee Members.
(d) The Purchaser has no conflicts of interest or potential conflicts of
interest with respect to the Trust, any of its affiliates or any of the Trust's
Portfolio Committee Members.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The Purchaser will use working capital for the purposes of this Tender
Offer.
(b) The Purchaser will use working capital as the sole source of funds.
(c) Attached hereto and incorporated herein by this reference is Exhibit
(a)(4) listing all associated fees and expenses of this Tender Offer.
(d) Not applicable.
ITEM 9. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
(a) Not applicable.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated May 18, 2001.
(a)(2) Form of Letter of Transmittal.
(a)(3) Summary Advertisement as published in the Houston Chronicle
Monday, May 21, 2001
(a)(4) Schedule 1 Fees and Expenses
(b) Not Applicable.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
(g) Not Applicable.
(h) Not Applicable.
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.
Dated: May 18, 2001
New Coronado Corporation
a Panama Corporation
By: /s/ Russell Molina
-----------------------------
Name: Russell Molina
-----------------------------
Title: Attorney-in-Fact
-----------------------------
Exhibit (a)(1)
Offer to Purchase for Cash 51% of Outstanding
Class C Beneficial Interest Certificates
(CUSIP 337 62E20 7)
of
FIRST CITY LIQUIDATING TRUST
at
$1.50 NET PER CERTIFICATE
by
NEW CORONADO INVESTMENT CORPORATION
THE OFFER WILL EXPIRE AT 5:00 PM, HOUSTON TIME,
ON FRIDAY, JULY 13, 2001, UNLESS THE OFFER IS EXTENDED
The Offer is being made by New Coronado Investment Corporation, a Panama
corporation (the "Purchaser"). The Offer is conditioned upon, among other
things, there having been validly tendered and not withdrawn prior to the
expiration of the Offer at least the number of Certificates (as defined herein)
shall constitute fifty one (51)% of the then outstanding Certificates.
----------------
IMPORTANT
Any holder desiring to tender all or any portion of such holder's
Certificate ("Holder") should either (i) complete and sign the accompanying
Letter of Transmittal in accordance with the instructions in the Letter of
Transmittal and mail or deliver it together with the certificate(s) evidencing
tendered Certificates, and any other required documents, to the Depository or
(ii) request such Holder's broker, dealer, commercial bank, trust company or
other nominee to effect the transaction. Any Holder whose Certificates are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee if such Holder desires to tender such Certificates.
Questions or requests for assistance may be directed to the Purchaser at
its address and telephone number set forth in Item 8 of this Offer to Purchase.
-----------------
TABLE OF CONTENTS
SUMMARY TERM SHEET Page
----
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1. Terms of the Offer; Expiration Date. . . . . . . . . . . . . . . 4
2. Acceptance for Payment. . . . . . . . . . . . . . . . . . . . . . . 5
3. Procedures for Accepting the Offer and Tendering Certificates. 5
4. Withdrawal Rights. . . . . . . . . . . . . . . . . . . . . . . . . . 6
5. Certain Federal Income Tax Consequences . . . . . . . . . . . . . 7
6. Price Range of Certificates. . . . . . . . . . . . . . . . . . . . 7
7. Certain Information Concerning the Trust. . . . . . . . . . . . . 8
8. Certain Information Concerning Purchaser . . . . . . . . . . . . . 9
9. Financing of the Offer . . . . . . . . . . . . . . . . . . . . . . 10
10. Certain Conditions of the Offer . . . . . . . . . . . . . . . . . 10
11. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 10
12. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
13. Contact Information. . . . . . . . . . . . . . . . . . . . . . . . . 12
SUMMARY TERM SHEET
This summary term sheet highlights selected information from this Offer to
Purchase, and may not contain all of the information that is important to you.
To better understand our Offer to you and for a complete description of the
legal terms of the Offer, you should read this entire Offer to Purchase and the
accompanying Letter of Transmittal carefully. Questions or requests for
assistance may be directed to the Purchaser.
WHO IS OFFERING TO BUY MY SECURITIES?
The Purchaser is a private Panamanian corporation organized June 1, 1998
for speculative and appreciation investment purposes.
WHAT ARE THE SECURITIES SOUGHT IN THIS OFFER?
We are seeking to purchase fifty-one (51) percent of all of the issued and
outstanding Class C Beneficial Interest Certificates (the "Certificates") of
First City Liquidating Trust (the "Trust").
HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?
We are offering to pay $1.50 per Certificate of the Trust net to the seller
in cash (subject to applicable withholding taxes) and without interest thereon.
WHAT ARE THE MOST SIGNIFICANT CONDITIONS OF THE OFFER?
We are not obligated to purchase any Certificates unless there have been
validly tendered and not withdrawn prior to the expiration of the Offer at least
the number of Certificates necessary to complete this purchase. The Purchaser
will accept all shares tendered over 51 percent.
DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE THE OFFERED PAYMENT?
Yes. The Offer is being financed from the Purchaser's working capital.
IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER?
We do not think that our financial condition is relevant to your decision
to tender in the Offer because the form of payment consists solely of cash and
the Offer is not subject to a financing condition.
HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?
You will have at least until 5:00 PM, Houston time, on July 13, 2001, to
decide whether to tender your Certificates.
CAN THE OFFER BE EXTENDED, AND UNDER WHAT CIRCUMSTANCES?
We may, without the consent of the Trust, but subject to applicable law,
extend the period of time during which the Offer remains open.
HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?
If we decide to extend the Offer, we will inform the Depository Trust
Corporation, the "Depository", of that fact.
HOW DO I TENDER MY CERTIFICATES?
To tender your Certificates in the Offer, you must: (i) complete and sign
the accompanying Letter of Transmittal in accordance with the instructions in
the Letter of Transmittal and mail or deliver it together with your
Certificates, and any other required documents, to the Depository.
UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED CERTIFICATES?
You may withdraw previously tendered Certificates any time prior to the
expiration of the Offer or before payment by the Purchaser.
HOW DO I WITHDRAW PREVIOUSLY TENDERED CERTIFICATES?
To withdraw previously tendered Certificates, you must deliver a written or
facsimile notice of withdrawal with the required information to the Depository.
If you tendered Certificates by giving instructions to a broker or bank, you
must instruct the broker or bank to arrange for the withdrawal of your
Certificates.
INTRODUCTION
The Purchaser, New Coronado Investment Corporation is a private Panamanian
corporation organized June 1, 1998 for speculative and appreciation investment
purposes. The Purchaser invests in real estate, equity, and speculative
instruments among other things, seeking to maximize shareholder value. The
Purchaser does business primarily in Panama.
The Offer is conditioned upon, among other things, there having been
validly tendered and not withdrawn prior to the expiration of the Offer at least
the number of Certificates to complete this purchase.
1. Terms of the Offer; Expiration Date.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of such extension or
amendment), Purchaser will accept for payment and pay for all Certificates
validly tendered (and not withdrawn in accordance with the procedures described
herein) on or prior to the Expiration Date. "Expiration Date" means 5:00 PM,
Houston time, on Friday, July 13, 2001, unless and until Purchaser shall have
extended the period during which the Offer is open, in which case Expiration
Date shall mean the latest time and date at which the Offer, as may be extended
by Purchaser, shall expire.
The Offer is subject to the conditions described herein. Subject to the
applicable rules and regulations of the Securities and Exchange Commission (the
"Commission") Purchaser expressly reserves the right to waive any such
condition, in whole or in part, in its sole discretion.
Purchaser shall pay for all Certificates validly tendered and not withdrawn
promptly following the acceptance of Certificates for payment pursuant to the
Offer. Notwithstanding the immediately preceding sentence and subject to the
applicable rules of the Commission and the terms and conditions of the Offer,
Purchaser also expressly reserves the right (i) to delay payment for
Certificates in order to comply in whole or in part with applicable laws (any
such delay shall be effected in compliance with Rule 14e-1(c) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which requires
Purchaser to pay the consideration offered or to return Certificates deposited
by or on behalf of Holders promptly after the termination or withdrawal of the
Offer), and (ii) to extend or terminate the Offer and not to accept for payment
or pay for any Certificates not theretofore accepted for payment or paid for,
upon the occurrence of any of the conditions to the Offer specified herein.
Any such extension, delay, termination, waiver or amendment will be
followed as promptly as practicable by public announcement thereof. In the case
of an extension, the announcement will be made no later than 9:00 a.m., Houston
time, on the next business day after the previously scheduled Expiration Date.
Subject to applicable law (including Rules 14d-4(d)(i), 14d-6(c) and 14e-1 under
the Exchange Act, which require that material changes be promptly disseminated
to Holders in a manner reasonably designed to inform them of such changes) and
without limiting the manner in which Purchaser may choose to make any public
announcement, Purchaser will have no obligation to publish, advertise or
otherwise communicate any such public announcement other than by issuing a press
release.
If Purchaser makes a material change to the terms of the Offer or the
information concerning the Offer, or if Purchaser waives a material condition of
the Offer, Purchaser will extend the Offer and disseminate additional tender
offer materials to the extent required by Rule 14e-1 under the Exchange Act.
Purchaser may offer a subsequent offering period in connection with the
Offer. If Purchaser does provide for such subsequent offering period, subject to
the applicable rules and regulations of the Commission, Purchaser may elect to
extend its offer to purchase Certificates beyond the Expiration Date for a
subsequent offering period of three business days to 20 business days (the
"Subsequent Offering Period"), if, among other things, upon the Expiration Date
(i) all of the conditions to Purchaser's obligations to accept for payment, and
to pay for, the Certificates are satisfied or waived and (ii) Purchaser
immediately accepts for payment, and promptly pays for, all Certificates validly
tendered (and not withdrawn in accordance with the procedures set forth herein
prior to the Expiration Date. Certificates tendered during the Subsequent
Offering Period may not be withdrawn. Purchaser will immediately accept for
payment, and promptly pay for, all validly tendered Certificates as they are
received during the Subsequent Offering Period. Any election by the Purchaser to
include a Subsequent Offering Period may be effected by Purchaser giving oral or
written notice of the Subsequent Offering Period to the Depository. If Purchaser
decides to include a Subsequent Offering Period, it will make an announcement to
that effect to the Depository on Thursday, July 12, 2001.
The Trust has provided Purchaser with the Trust's Holder list and security
position listings for the purpose of disseminating the Offer to the Holders.
This Offer to Purchase and the related Letter of Transmittal will be mailed by
Purchaser to record Holders whose names appear on the Trust's Holder list and
will be furnished, for subsequent transmittal to beneficial owners of
Certificates, to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the Holder list.
2. Acceptance for Payment.
Upon the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of the Offer as so
extended or amended), Purchaser will accept for payment all Certificates validly
tendered (and not properly withdrawn in accordance with Withdrawal Rights prior
to the Expiration Date promptly after the Expiration Date. Purchaser shall pay
for all Certificates validly tendered and not withdrawn promptly following the
acceptance of Certificates for payment pursuant to the Offer. Subject to
applicable rules and regulations of the Commission, Purchaser reserves the right
to delay acceptance of or payment for Certificates in order to comply in whole
or in part with applicable laws.
In all cases (including during any Subsequent Offering Period), Purchaser
will pay for Certificates tendered and accepted for payment pursuant to the
Offer only after timely receipt by the Depository of (i) the Certificates, (ii)
the Letter of Transmittal, properly completed and duly executed, and (iii) any
other documents required under the Letter of Transmittal.
For purposes of the Offer (including during any Subsequent Offering
Period), Purchaser will be deemed to have accepted for payment (and thereby
purchased) Certificates validly tendered and not properly withdrawn as, if and
when Purchaser gives oral or written notice to the Depository of Purchaser's
acceptance for payment of such Certificates pursuant to the Offer. Upon the
terms and subject to the conditions of the Offer, payment for Certificates
purchased pursuant to the Offer will be made by deposit of the purchase price
therefore with the Depository, which will act as agent for tendering Holders
whose Certificates have been accepted for payment for the purpose of receiving
payments from Purchaser and transmitting such payments to validly tendering
Holders. Under no circumstances will Purchaser pay interest on the purchase
price for Certificates, regardless of any delay in making such payment.
3. Procedures for Accepting the Offer and Tendering Certificates.
Valid Tender of Certificates. In order for a Holder to validly tender
Certificates pursuant to the Offer, the Depository must receive the Letter of
Transmittal, properly completed and duly executed. In addition, the
Certificates must be received by the Depository at such address prior to the
Expiration Date or the expiration of the Subsequent Offering Period, if any.
The method of delivery of Certificates and all other required documents is
at the option and risk of the tendering Holder, and the delivery will be deemed
made only when actually received by the Depository. If delivery is by mail,
registered mail with return receipt requested, properly insured is recommended.
In all cases, sufficient time should be allowed to ensure timely delivery.
Determination of Validity. All questions as to the form of documents and
the validity, form, eligibility (including time of receipt) and acceptance for
payment of any tender of Certificates will be determined by Purchaser, in its
sole discretion, which determination shall be final and binding on all parties.
Purchaser reserves the absolute right to reject any and all tenders determined
by it not to be in proper form or the acceptance for payment of which may, in
the opinion of its counsel, be unlawful. Purchaser also reserves the absolute
right to waive any condition of the Offer to the extent permitted by applicable
law or any defect or irregularity in the tender of any Certificates of any
particular Holder, whether or not similar defects or irregularities are waived
in the case of other Holders. No tender of Certificates will be deemed to have
been validly made until all defects and irregularities have been cured or
waived. The Purchaser will not be under any duty to give notification of any
defects or irregularities in tenders or incur any liability for failure to give
any such notification. Purchaser's interpretation of the terms and conditions of
the Offer (including the Letter of Transmittal and the instructions thereto)
will be final and binding.
A tender of Certificates pursuant to any of the procedures described above
will constitute the tendering Holder's acceptance of the terms and conditions of
the Offer, as well as the tendering Holder's representation and warranty to
Purchaser that (i) such Holder has the full power and authority to tender, sell,
assign and transfer the tendered Certificates, and (ii) when the same are
accepted for payment by Purchaser, Purchaser will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claims.
4. Withdrawal Rights.
Tender of Certificates made pursuant to the Offer are irrevocable, except
that such Certificates may be withdrawn at any time prior to the Expiration Date
unless therefore accepted for payment by Purchaser. If Purchaser extends the
Offer, is delayed in its acceptance for payment of Certificates or is unable to
accept Certificates for payment pursuant to the Offer for any reason, then,
without prejudice to Purchaser's rights under the Offer, the Depository may,
nevertheless, on Purchaser's behalf, retain tendered Certificates, and such
Certificates may not be withdrawn except to the extent that tendering Holders
are entitled to withdrawal rights as described herein subject to Rule 14e-1(c)
under the Exchange Act. Any such delay will be by an extension of the Offer to
the extent required by law. If Purchaser decides to include a Subsequent
Offering Period, Certificates tendered during the Subsequent Offering Period may
not be withdrawn.
For a withdrawal of Certificates to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depository at
its address set forth on the back cover page of this Offer to Purchase. Any such
notice of withdrawal must specify the name of the person who tendered the
Certificates to be withdrawn, the number of Certificates to be withdrawn and the
name of the registered Holder, if different from that of the person who tendered
such Certificates. If Certificates to be withdrawn have been delivered or
otherwise identified to the Depository, then, prior to the physical release of
such Certificates, the serial numbers shown on such Certificates must be
submitted to the Depository and the signature(s) on the notice of withdrawal
must be guaranteed by an Eligible Institution, unless such Certificates have
been tendered for the account of an Eligible Institution.
All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by Purchaser, in its sole
discretion, which determination will be final and binding. The Purchaser is not
under any duty to give any notification of any defects or irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification.
Withdrawals of Certificates may not be rescinded. Any Certificates
properly withdrawn will thereafter be deemed not to have been validly tendered
for purposes of the Offer. However, withdrawn Certificates may be re-tendered
at any time prior to the Expiration Date (or during the Subsequent Offering
Period, if any) by following the procedures for tendering Certificates set forth
herein.
5. Certain Federal Income Tax Consequences.
The following is a summary of the principal federal income tax consequences
of the Offer to Holders whose Certificates are purchased pursuant to the Offer.
The discussion applies only to Holders in whose hands Certificates are capital
assets, and may not apply to Certificates received pursuant to the exercise of
employee stock options or otherwise as compensation, to Holders who are not
citizens or residents of the United States of America, or to Holders who are
dealers in securities.
The tax discussion set forth below is included for general information
purposes only and is based upon present law (which may be subject to change,
possibly on a retroactive basis). Because individual circumstances may differ,
each Holder should consult such Holder's own tax advisor to determine the
applicability of the rules discussed to such Holder and the particular tax
effects of the Offer, including the application and effect of state, local and
other tax laws.
The receipt of cash pursuant to the Offer will be a taxable transaction for
federal income tax purposes (and also may be a taxable transaction under
applicable state, local and other income tax laws). In general, for federal
income tax purposes, a Holder will recognize gain or loss equal to the
difference between such Holder's adjusted tax basis in the Certificates sold
pursuant to the Offer and the amount of cash received. Such gain or loss will
be capital gain or loss. Individual Holders will be subject to tax on the net
amount of such gain at a maximum rate of 20%; provided that the Certificates
were held for more than 12 months. Special rules (and generally lower maximum
rates) apply to individuals in lower tax brackets. The deduction of capital
losses is subject to certain limitations. In addition, under certain
circumstances, payments in connection with the Offer may be subject to backup
withholding at a 31% rate. Holders should consult their own tax advisors to
ascertain their tax liability as a consequence of any tender of their
Certificates.
6. Price Range of Certificates.
The Certificates trade over the counter under the symbol FCFCZ. The
following table sets out the high and low trading price for each quarter for the
past two years for the Certificates.
Certificates Market Data
Class C Beneficial Interests
---------------------------------------
2000 1999
Market Price Market Price
------------------- ------------------
Quarter Ended High Low High Low
--------- -------- --------- -------
March 31 $ .08 $ .01 -- --
June 30 .15 .15 -- --
September 30 1.50 .15 -- --
December 31 1.50 .33 $ .09 $ .09
7. Certain Information Concerning the Trust.
Except as otherwise described in this Offer to Purchase, all of the
information concerning the Trust contained in this Offer to Purchase, including
financial information, has been furnished by the Trust or has been taken from or
based upon publicly available information. The Purchaser does not assume any
responsibility for the accuracy or completeness of this information or for any
failure by the Trust to disclose events which may have occurred or may affect
the significance or accuracy of any such information but which are unknown to
Purchaser.
General. The Trust's name is First City Liquidating Trust with its
principal executive offices at 1001 Fannin Street, Suite 505, Houston, TX 77002.
The Trust was established pursuant to and upon the consumption of the Joint Plan
of Reorganization, dated December 23, 1994 by First City Bancorporation of
Texas, Inc., a Delaware corporation, the Official Committee of Equity Security
Holders, and J-Hawk Corporation, with the participation of Cargill Financial
Services Corporation, under Chapter 11 of Title 11 of the U.S Code, Case No.
392-39474-HCA-11. The Joint Plan of Reorganization was confirmed by the order
of the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division
May 31, 1995. The Trust may not engage in the conduct of a trade or business
apart from the liquidation of the Trust assets and the winding up of the affairs
of the Debtor and its subsidiaries. In June 1999, the Bankruptcy Court extended
the life of the Trust to January 3, 2002.
The Trust is managed pursuant to Article IV of the Trust Agreement, except
where expressly limited by the terms of the Trust Agreement, all of the
management and executive authority over the Trust resides in the four-member
Portfolio Committee. The Trust has no voting securities issued and outstanding.
Financial Information. Set forth below is certain selected financial
information relating to the Trust which has been excerpted or derived from the
audited financial statements contained in the Trust's 10-K filed with the
Commission on March 15, 2001. The 10-K is incorporated herein by reference. The
summary financial information that follows is qualified in its entirety by
reference to such reports and other documents, including the financial
statements and related notes contained therein. Such reports and other documents
may be examined and copies may be obtained from the offices of the Commission.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
(DOLLARS IN THOUSANDS)
DECEMBER 31
2000 1999
Assets, at estimated fair value
Cash and cash equivalents $ 3,556 $ 5,271
Trust assets, net 44,472 49,150
Total assets 48,028 54,421
Less liabilities at face or estimated amount
Payables and accrued liabilities 1,928 2,021
Total liabilities 1,928 2,021
Commitments and contingencies ----- -----
Trust net asset value attributable to:
Class "B: Certificate, 2,454,310 units outstanding 46,100 52,400
Class "C" Certificate, 725,729 units outstanding ------ ------
Total net asset value $46,100 $52,400
CONSOLIDATED STATEMENTS OF INCOME AND
CHANGES IN NET ASSET VALUE IN LIQUIDATION
(DOLLARS IN THOUSANDS)
YEAR ENDED DECEMBER 31
2000 1999 1998
Changes In fair value of trust assets $ 5,719 $ 24,036 $ 37,883
Interest income on short-term investments 233 287 651
Administrative expense (2,679) (3,844) (6,859)
Net income 3,273 20,479 31,675
Net asset value, beginning of period 52,400 55,300 91,300
Distribution on Class "B" Certificate (9,830) (23,379) (67,675)
Eliminate liability for distributions on
unsurrendered Class "B" Certificates 257 --- ---
Net asset value, end of period $46,100 $ 52,400 $ 55,300
FIRSTCITY LIQUIDATING TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
YEAR ENDED DECEMBER 31
2000 1999 1998
Cash flows from operating activities:
Net income $ 3,273 $ 20,479 $ 32,675
Adjustments to reconcile net income to net cash
Provided by operating activities:
Changes in fair value of trust assets (5,719) (24,036) (37,883)
Collections on trust assets, net of advances 166 (117) (592)
Net cash provided by operating activities 8,102 15,113 73,020
Cash flows from financing activities:
Distributions on Class "B" Certificate (9,817) (23,316) (67,494)
Net cash used in financing activities (9,817) (23,316) (67,494)
Net increase (decrease) in cash and cash (1,715) (8,203) 5,526
equivalents
Cash and cash equivalents, beginning of period 5,271 13,474 7,949
Cash and cash equivalents, end of period $ 3,556 $ 5,271 $ 13,474
8. Certain Information Concerning Purchaser.
General. Purchaser is a Panama corporation with its business address at
4900 Woodway Suite 650, Houston, Texas 77056. The Purchasers business telephone
number is 877-966-3268. The purchaser is not affiliated with the Trust in any
way.
9. Financing of the Offer.
The total amount of funds required by Purchaser to consummate the Offer and
to pay related fees and expenses is estimated to be approximately $570,750.00.
Purchaser will finance the Offer with internally available funds mainly from its
working capital.
10. Certain Conditions of the Offer.
Notwithstanding any other provision of the Offer, Purchaser shall not be
required to accept for payment any Certificates tendered pursuant to the Offer,
and may extend, terminate or amend the Offer if (i) immediately prior to the
expiration of the Offer, the following conditions shall not have been satisfied.
(a) there shall have been instituted or be pending any action by any
governmental authority, challenging or seeking to make illegal, materially
delay, or otherwise, directly or indirectly, restrain or prohibit or make
materially more costly, the making of the Offer, the acceptance for payment of
any Certificates by, Purchaser, or the consummation of any other transaction, or
seeking to obtain damages in connection with any transaction; or (ii) seeking to
prohibit or limit the ownership or operation by the Trust, the business or
assets of the Trust.
(b) any governmental authority or court of competent jurisdiction shall
have issued an order, decree, injunction or ruling or taken any other action
permanently restraining, enjoining or otherwise prohibiting or preventing the
Offer, and such order, decree, injunction, ruling or other action shall have
become final and non-appealable;
(c) the Trust shall have failed to perform, in any material respect, any
obligation or to comply, in any material respect, with any agreement; or
(d) Purchaser and the Trust shall have agreed that Purchaser shall
terminate the Offer or postpone the acceptance for payment of Certificates
thereunder; which, in the reasonable judgment of Purchaser in any such case, and
regardless of the circumstances giving rise to any such condition, makes it
inadvisable to proceed with such acceptance for payment.
The foregoing conditions are for the sole benefit of Purchaser and may be
asserted by Purchaser regardless of the circumstances giving rise to any such
condition or may be waived by Purchaser in whole or in part at any time and from
time to time in its sole discretion. The failure by Purchaser at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right; the waiver of any such right with respect to particular facts and other
circumstances shall not be deemed a waiver with respect to any other facts and
circumstances; and each such right shall be deemed an ongoing right that may be
asserted at any time and from time to time.
11. Fees and Expenses.
Except as set forth below, Purchaser will not pay any fees or commissions
to any broker, dealer or other person for soliciting tenders of Certificates
pursuant to the Offer.
The Purchaser expects to incur reasonable expenses related to this
transaction. Primary expenses will reside in legal fees, filing fees,
solicitation expenses, and printing costs and any other reasonable and customary
compensation fees for the services of the Depository in connection with the
Offer, plus reimbursement for out-of-pocket expenses, and will indemnify the
Depository against certain liabilities and expenses in connection therewith,
including under federal securities laws.
12. Miscellaneous.
The Offer is being made solely by this Offer to Purchase and the related
Letter of Transmittal and is being made to Holders. Purchaser is not aware of
any jurisdiction where the making of the Offer or the acceptance of Certificates
pursuant thereto is prohibited by any administrative or judicial action or by
any valid state statute. If Purchaser becomes aware of any valid state statute
prohibiting the making of the Offer or the acceptance of Certificates pursuant
thereto, Purchaser will make a good faith effort to comply with any such state
statute. If, after such good faith effort, Purchaser cannot comply with any
such state statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) the Holders in such state.
Purchaser has not authorized any person to give any information or make any
representation on its behalf not contained in this Offer to Purchase or in the
Letter of Transmittal, and if given or made, Holders should not rely on such
information or representation as having been authorized.
Pursuant to Rule 14d-3 of the General Rules and Regulations under the
Exchange Act, Purchaser has filed with the Commission the Schedule TO, together
with exhibits, furnishing certain additional information with respect to the
Offer. The Schedule TO and any amendments thereto, including exhibits, may be
inspected at, and copies may be obtained from the Purchaser.
NEW CORONADO INVESTMENT CORPORATION
Dated: May 18, 2001
The Letter of Transmittal, manually signed, and Certificates and any other
required documents should be sent or delivered by each Holder or such Holder's
broker, dealer, commercial bank, trust company or other nominee to the
Depository at its address set forth below.
The Depository for the Offer is:
The Depository Trust Corporation
Attn: Reorg & Proxy Department
By Mail or 55 Water Street
Overnight Courier: New York, New York 10041-0099
By Facsimile Transmission
(For Eligible Institutions Only):
Attn: Reorg & Proxy
(212) 855-5278
Confirm Receipt of Facsimile by Telephone Only:
Attn: Reorg & Proxy
(212) 855-5285
Questions or requests for assistance may be directed to the Purchaser by
phone 877-966-3268 or fax 713-621-8027. Additional copies of this Offer to
Purchase and the Letter of Transmittal may be obtained from the Purchaser. A
Holder may also contact brokers, dealers, commercial banks or trust companies
for assistance concerning the Offer.
Exhibit (a)(2)
Letter of Transmittal
To Tender
THE OFFER WILL EXPIRE AT 5:00 PM, HOUSTON TIME,
ON FRIDAY, JULY 13, 2001, UNLESS THE OFFER IS EXTENDED
The Depository for the Offer is:
Depository Trust Corporation
55 Water Street
New York, New York 10041-0099
Attn Reorg & Proxy Department
By Facsimile Transmission
(For Eligible Institutions Only):
(212) 855-5278
Confirm Receipt of Facsimile by Telephone Only:
Reorg & Proxy Department
(212) 855-5285
DESCRIPTION OF SHARES TENDERED
NAME AND ADDRESS OF Certificate Number of Shares
REGISTERED OWNER(S) Number
(Please fill in if blank)
------------------------
Total Shares
* Unless otherwise indicated, it will be assumed that all Certificates delivered
to the Depository are being tendered hereby.
This Letter of Transmittal is to be completed by Holders of Certificates (as
defined in the Offer to Purchase) of the First City Liquidating Trust and is
to be forwarded herewith.
Delivery of this Letter of Transmittal to an address, other than as set forth
above, will not constitute a valid delivery.
The instructions accompanying this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
Please Read the Accompanying Instructions Carefully
Ladies and Gentlemen:
The undersigned hereby tenders to New Coronado Investment Corporation, a
Panama Corporation ("Purchaser"), the above-described Class C Beneficial
Interest Certificates (the "Certificates"), of First City Liquidating Trust (the
"Trust"), pursuant to Purchaser's offer to purchase fifty-one (51) percent of
all issued and outstanding Certificates at $1.50 per Certificate, net to the
seller in cash, without interest, upon the terms and subject to the conditions
described in the Offer to Purchase dated May 18, 2001 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which, together with the Offer to Purchase and any amendments or supplements
hereto or thereto, collectively constitute the "Offer").
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), and
subject to, and effective upon, acceptance for payment of Certificates tendered
herewith, in accordance with the terms of the Offer, the undersigned hereby
sells, assigns and transfers to or upon the order of Purchaser all right, title
and interest in and to all Shares that are being tendered hereby and irrevocably
appoints the Depository the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Certificates, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) deliver Certificates with all accompanying evidences of
transfer and authenticity, to or upon the order of Purchaser, (ii) present such
Certificates for transfer on the books of the Trust and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Certificates, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer Certificates
tendered hereby, that when such Certificates are accepted for payment by
Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restriction, charges and encumbrances, and
that none of such Certificates will be subject to any adverse claim. The
undersigned, upon request, shall execute and deliver all additional documents
deemed by the Depository or Purchaser to be necessary or desirable to complete
the sale, assignment and transfer of Certificates tendered hereby.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the valid tender of Certificates pursuant
to the procedure described in the Offer to Purchase and in the Instructions
hereto will constitute the undersigned's acceptance of the terms and conditions
of the Offer. Purchaser's acceptance of such Certificates for payment will
constitute a binding agreement between the undersigned and Purchaser upon the
terms and subject to the conditions of the Offer (and if the Offer is extended
or amended, the terms or conditions of any such extension or amendment).
Unless otherwise indicated below in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Certificates
purchased and return all Certificates not tendered or not accepted for payment
in the name(s) of the registered holder(s) appearing above under "Description of
Certificates Tendered." Similarly, please mail the check for the purchase price
of all Certificates purchased and return all Certificates not tendered or not
accepted for payment (and accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
Certificates tendered" on the cover page hereof. In the event that the boxes on
page 5 hereof entitled "Special Payment Instructions" and "Special Delivery
Instructions" are both completed, please issue the check for the purchase price
of all Certificates purchased and return all Certificates not tendered or not
accepted for payment in the name(s) of, and deliver such check and return such
Certificates (and any accompanying documents, as appropriate) to, the person(s)
so indicated.
SPECIAL TRANSFER INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
To Be completed ONLY if the certificate(s) To Be completed ONLY if the certificate(s)
Are to be issued in the name of someone are to be issued in the name of the undersigned
are to be sent to someone other than the
Ther than the registered holder of the undersigned
Certificates surrendered. or to an address other than that shown above.
Issue check to: Mail check to:
NAME:_______________________________ NAME:__________________________________________
ADDRESS:____________________________ ADDRESS:_______________________________________
____________________________________ _______________________________________________
(ZipCode) (ZipCode)
_____________________________
Tax Id or Social Security Number
SIGN HERE
________________________________________________________________
________________________________________________________________
Signature(s) of Shareholder(s)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) or by person(s) to which the Certificate(s) have been assigned
and transferred as evidenced by endorsements or stock powers transmitted
herewith with signatures guaranteed if required. If signing is by attorney,
administrator, executor, guardian, trustee, officer of a corporation or other
person acting in a fiduciary or representative capacity, please set forth the
full title in such capacity below and enclose proper evidence of authority so to
act.
Dated:_________________________________________________________________________
Name(s)________________________________________________________________________
Capacity:______________________________________________________________________
Address:_______________________________________________________________________
Telephone Number:_____________________________________________________________
Tax ID Number or Social Security Number:______________________________________
Signatures Guaranteed by:_____________________________________________________
IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a stockholder whose tendered Shares are
accepted for payment is generally required to provide the Depository (as payer)
with such stockholder's correct TIN on Substitute Form W-9 provided herewith. If
such stockholder is an individual, the TIN generally is such stockholder's
social security number. If the Depository is not provided with the correct TIN,
the stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service and payments that are made to such stockholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%. In
addition, if a stockholder makes a false statement that results in no imposition
of backup withholding, and there was no reasonable basis for making such
statement, a $500 penalty may also be imposed by the Internal Revenue Service.
Certain stockholders (including, among others, corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a statement (Internal Revenue Service
Form W-8), signed under penalties of perjury, attesting to such individual's
exempt status. Forms of such statements can be obtained from the Depository. See
the enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional instructions. A stockholder should consult
his or her tax advisor as to such stockholder's qualification for exemption from
backup withholding and the procedure for obtaining such exemption.
If backup withholding applies, the Depository is required to withhold 31% of
any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained provided that the
required information is furnished to the Internal Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a stockholder with
respect to Shares purchased pursuant to the Offer, the stockholder is required
to notify the Depository of such stockholder's correct TIN by completing the
form below certifying that (a) the TIN provided on Substitute Form W-9 is
correct (or that such stockholder is awaiting a TIN), and (b)(i) such
stockholder has not been notified by the Internal Revenue Service that he is
subject to backup withholding as a result of a failure to report all interest or
dividends or (ii) the Internal Revenue Service has notified such stockholder
that such stockholder is no longer subject to backup withholding.
What Number to Give the Depository
The stockholder is required to give the Depository the TIN (e.g., social
security number or employer identification number) of the record holder of
Shares tendered hereby. If Shares are in more than one name or are not in the
name of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report. If the tendering stockholder has not been issued a
TIN and has applied for a number or intends to apply for a number in the near
future, the stockholder should write "Applied For" in the space provided for the
TIN in Part I, and sign and dated the Substitute Form W-9. If "Applied For" is
written in Part I and the Depository is not provided with a TIN within 60 days,
the Depository will withhold 31% of all payments of the purchase price to such
stockholder until a TIN is provided to the Depository.
IMPORTANT
SHAREHOLDER MUST COMPLETE SUBSTITUTE W-9 BELOW
PAYER'S NAME: MELLON INVESTOR SERVICES LLC
SUBSTITUTE PART 1- Please provide your TIN
In the Box at the right and _________________________
FORM W-9 Certify by signing and dating Social Security No.
Below OR _________________________
Part 2- TIN applied for (or I Employer Identification Number
-------------------------------
Department of Treasury Intend to apply for in the near
Internal Revenue Service Future) Check If Applicable
Payer's Request for CERTIFICATION-UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) the
taxpayer
Identifcation Number (TIN) Information provided on this form is true, correct, and complete and
(2) I am not subject to backup withholdings either because I have
not
Been notified by the Internal Revenue Service (IRS) that I am
subject
To backup withholdings as a result of a failure to report all
interest
Or dividends or the IRS has notified me that I am no longer subject
To backup withholdings. YOU MUST CROSS OUT ITEM (2) IF YOU HAVE
BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO BACKUP
WITHHOLDING BECAUSE OF UNDERREPORTING OF INTEREST OR DIVIDENDS
ON YOUR TAX RETURN.
Signature:_____________________________________________________
Name:__________________________________________________________
Address:_______________________________________________________
Date:__________________________________________________________
NOTE: Failure to complete and return this form may result in backup withholding
of 31% of any payments made to you pursuant to this Offer. Please review the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional details.
NOTE: You must complete the following certificate if you are awaiting a taxpayer
identification number.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable cash payments made to me thereafter will be withheld until I
provide a taxpayer identification number.
SIGNATURE __________________________________________________DATE:_____________
The Letter of Transmittal and Share Certificates and any other required
documents should be sent or delivered by each stockholder or such stockholder's
broker, dealer, commercial bank, trust company or other nominee to the
Depository at its address set forth above.
Questions or requests for assistance may be directed to the Purchaser at
its telephone number:877-966-3268 or fax 713-621-8027
Instructions for surrendering First City Liquidating Trust Class C Certificates
I. General
In accordance with the terms of the Offer, each shareholder of First City
Liquidating Trust Class C Certificates is entitled, upon surrender of
certificate(s) the cash payment of $1.50 per certificate.
II. Execution and Delivery
The Letter of Transmittal or a facsimile thereof must be properly
completed, dated, and signed, and must be delivered together with
certificate(s) to the Depository Trust Company ("DTC") at its address set
forth in the Letter of Transmittal. The method of delivery to the DTC is at
your option and risk, but if sent by mail, registered and insured mail is
suggested. If any shares are registered in different forms of your name
(e.g. "John Doe" and "J. Doe"), you should complete as many separate
Letters of Transmittal as there are different registrations.
III. Signatures
The signatures (or signatures, in the case of certificate(s) owned by two
or more joint holders) on the Letter of Transmittal should correspond
exactly with the name as written on the face of the share certificate(s)
transmitted unless the shares described in the Letter of Transmittal have
been assigned by the registered holder or holders, in which event the
Letter of Transmittal should be signed in exactly the same form as the name
of the last transferee indicated on the transfers attached to or endorsed
on the certificate(s).
If the Letter of Transmittal is signed by an attorney, administrator,
executor, guardian, trustee, officer of a corporation or other person
acting in a fiduciary or representative capacity, and the surrendered stock
certificate(s) is not registered in such name, the person signing must give
such person's full title in such capacity, and appropriate evidence of
authority to act in such capacity must be forwarded with the Letter of
transmittal.
IV. Guarantee of Signatures
Except as otherwise provided below, all signatures on this Letter Of
Transmittal must be guaranteed by a firm that is a member of a registered
national securities exchange or the National Association of Securities
Dealers, Inc, or by a commercial bank, trust company or other financial
institution which is a participant in an approved Signature Guarantee
Medallion Program (an "Eligible Institution"). Signatures on this Letter of
Transmittal need not be guaranteed if this Letter of Transmittal is signed
by the registered holder(s) of the certificates tendered herewith and such
holder(s) have not completed the box entitled "Special Transfer
Instructions" or "Special Delivery Instructions" on this Letter of
Transmittal or if such certificates are tendered for the account of an
Eligible Institution.
V. Inquires
All inquires with regard to surrender of certificates should be made to the
Depository Trust Company 55 Water Street, New York, NY 10041 Attn: Reorg &
Proxy Department, or by phone at 212-855-5285
VI. Additional Copies
Additional Copies of the Offer and Letter of Transmission may be obtained
from the Purchaser at 877-966-3268 or by fax at 713-621-8027
Exhibit (a)(3)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Certificates (as defined below). The Offer (as defined below) is being
made solely by the Offer to Purchase dated May 18, 2001 and the related Letter
of Transmittal and is being made to holders of Certificates. Purchaser (as
defined below) is not aware of any jurisdiction where the making of the Offer or
the acceptance of Certificates pursuant thereto is prohibited by an
administrative or judicial action or by any valid state statute. If, after a
good faith effort by the Purchaser, it cannot comply with such state statute,
the Offer will not be made to (nor will tenders be accepted from or on behalf
of) the holders of Certificates in such state.
NOTICE OF OFFER TO PURCHASE FOR CASH
51% OF OUTSTANDING CLASS C
BENEFICIAL INTEREST CERTIFICATES
OF
FIRST CITY LIQUIDATING TRUST
AT
$1.50 NET PER SHARE
BY
NEW CORONADO INVESTMENT CORPORATION
New Coronado Investment Corporation, a Panama corporation (the
"Purchaser"), is offering to purchase 51% of the issued and outstanding Class C
Beneficial Interest Certificates of First City Liquidating Trust, (the "Trust"),
at a purchase price of $1.50 per certificate (the "Certificates") net to the
seller in cash, without interest, upon the terms and subject to the conditions
described in the Offer to Purchase dated May 18, 2001 (the "Offer to Purchase")
and in the related Letter of Transmittal (which, together with the Offer to
Purchase and any amendments or supplements thereto, collectively constitute the
"Offer").
- - --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, HOUSTON TIME, ON FRIDAY
JULY 13, 2001, UNLESS THE OFFER IS EXTENDED
- - --------------------------------------------------------------------------------
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment (and thereby purchased) Certificates validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to Depository
Trust Company (the "Depository") of Purchaser's acceptance for payment of such
Certificates pursuant to the Offer. Upon the terms and subject to the
conditions of the Offer, payment for Certificates purchased pursuant to the
Offer will be made by deposit of the purchase price therefore with the
Depository, which will act as agent for tendering holders whose Certificates
have been accepted for payment for the purpose of receiving payments from
Purchaser and transmitting such payments to validly tendering holders. UNDER NO
CIRCUMSTANCES WILL PURCHASER PAY INTEREST ON THE PURCHASE PRICE FOR
CERTIFICATES, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT. In all cases,
Purchaser will pay for the Certificates tendered and accepted for payment
pursuant to the Offer only after timely receipt by the Depository of (i) the
Letter of Transmittal, properly completed and duly executed and (ii) any other
documents required under the Letter of Transmittal.
Purchaser expressly reserves the right, in its sole discretion (but subject
to the applicable rules of the Securities and Exchange Commission), at any time
and from time to time, to extend for any reason the period of time during which
the Offer is open, by giving oral or written notice of such extension to the
Depository. During any such extension, all Certificates previously tendered and
not withdrawn will remain subject to the Offer and subject to the right of a
tendering holder to withdraw such Certificates.
Tenders of Certificates made pursuant to the Offer are irrevocable, except
that such Certificates may be withdrawn at any time prior to the expiration date
or payment by the Purchaser. For a withdrawal of Certificates to be effective,
notice of this fact will be given to Depository.
The information required to be disclosed by Rule 14d-6(d)(1) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended, is
contained in the Offer to Purchase and is incorporated herein by reference.
The Trust has provided the Purchaser with a list of holders of Certificates
and all the Offer materials will be sent to the record holders of the
Certificates.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Any questions or requests for assistance should be directed to the
Purchaser.
EXHIBIT A-4
Schedule 1
Purchasers estimated expenses related to the tender offer.
Printing and Mailing Costs $300.00
Legal Fees $10,000.00
Filing Fees $111.04
Advertising Costs $2,250.00
IEC Filing Fees $500.00