UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 5, 2007
FIRSTCITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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033-19694 |
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76-0243729 |
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(State of incorporation) |
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(Commission File No.) |
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(IRS Employer |
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Identification No.) |
6400 Imperial Drive
Waco, Texas 76712
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (254) 761-2800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
The following information is furnished pursuant to Item 7.01, Regulation FD Disclosures.
On July 6, 2007, FirstCity Financial Corporation (FirstCity or the Company) issued a press release announcing the results of an independent investigation conducted by the Audit Committee of Board of Directors of the Company. A copy of this press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
The following exhibit is furnished with this Form 8-K.
(d) Exhibits.
99.1 Text of press release of FirstCity Financial Corporation issued on July 6, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FIRSTCITY FINANCIAL CORPORATION |
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Date: July 6, 2007 |
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By: |
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/s/ J. Bryan Baker |
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J. Bryan Baker |
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Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Text of press release of FirstCity Financial Corporation issued on July 6, 2007. |
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Exhibit 99.1
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N E W S R E L E A S E |
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Contact: |
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Suzy W. Taylor |
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866-652-1810 |

FirstCity Financial Corporation (NASDAQ FCFC) Announces Conclusion of Internal Investigation
Waco, Texas July 6, 2007 ..FirstCity Financial Corporation (NASDAQ FCFC) previously announced that the Audit Committee of the Board of Directors was conducting an independent investigation to review whether FirstCity and its subsidiaries received inadequate compensation, or other improprieties occurred, with respect to the sale of a loan portfolio to a third party, and FirstCitys compliance with laws applicable to its foreign operations as a result of allegations against an officer of an affiliate of FirstCity regarding matters that occurred prior to the individuals becoming an officer of that affiliate. The Audit Committee engaged an outside law firm to act as independent counsel and conduct the investigation. Independent counsel worked with external forensic accountants to conduct its review.
The Independent Investigation found that the loan portfolio sale was initiated by other portfolio investors, who owned a majority investment in the portfolio, and that the portfolio appeared to have been sold for the best price available at the time. The Independent Investigation found no evidence indicating that FirstCity or any officer, manager or full-time employee personally benefited from the transactions relating to the portfolio sale. The Independent Investigation concluded that the sales price received by FirstCity and the other portfolio investors was reasonable based upon the information that was available at the time of the sale.
The Independent Investigation concluded that it was unable to complete its review of the issues relating to allegations against the officer of an affiliate of FirstCity due to its inability to access certain documentation outside FirstCitys custody and control. FirstCity has reviewed these issues, performed on-site procedures at the affiliate location and has determined that no adjustment to FirstCitys financial statements is required in connection with this issue.
The Independent Investigation recommended improvements designed to provide additional assurances for accurate financial reporting, particularly with respect to FirstCitys Latin American operations, and to improve FirstCitys internal control structure. The Independent Investigation also recommended changes in FirstCitys approach to foreign business relationships. In addition, the Independent Investigation made a number of recommendations aimed at improving FirstCitys compliance practices and procedures. FirstCity has already begun taking steps to implement the foregoing recommendations.
FirstCity has not identified any material adjustment to its financial statements that is required in connection with the results of the Independent Investigation.
The Company will file its Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and its Form 10-Q for the quarter ended March 31, 2007, as promptly as practicable.
Forward Looking Statements
This press release contains statements that are forward-looking in nature, including, without limitation, statements relating to the timing and outcome of the investigation being conducted by the audit committee, the timing and filing of the 2006 Form 10-K and the effect of these matters on the financial condition or results of operations as disclosed in FirstCitys financial statements. Certain statements in this press release, which are not historical in fact, including, but not limited to, statements relating to future performance or results of the investigation, may be deemed to be forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, performance or achievements, and may contain the words expect, intend, plan, estimate, believe, will be, will continue, will likely result, and similar expressions. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected.
The forward-looking statements in this press release are based on managements current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary, perhaps materially, from those contained or suggested by these statements. Factors that could affect these statements include, but are not limited to any remedial actions that may be required as a result of the audit committee review and changes required or requested by FirstCitys auditors. More information on risks and uncertainties related to FirstCity and its business may be found in its quarterly and annual reports filed with the United States Securities and Exchange Commission. FirstCity assumes no obligation and does not intend to update any forward-looking statements, whether as a result of new information, future events or otherwise
The Company is a diversified financial services company with operations dedicated to portfolio asset acquisition and resolution with offices in the U.S. and with affiliate organizations in France and Mexico. Its common stock is listed on the NASDAQ Global Select Market System under the symbol FCFC.