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EX-99.1 - EX-99.1 - FIRSTCITY FINANCIAL CORP | a13-13040_2ex99d1.htm |
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) May 17, 2013
FIRSTCITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
033-19694 |
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76-0243729 |
(Commission File Number) |
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(IRS Employer Identification No.) |
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6400 Imperial Drive, Waco, TX |
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76712 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code (254) 761-2800
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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))
Introduction
As previously disclosed on December 21, 2012, FirstCity Financial Corporation, a Delaware corporation (FirstCity), entered into an Agreement and Plan of Merger, dated as of December 20, 2012 (the Merger Agreement), with Hotspurs Holdings LLC, a Delaware limited liability company (Parent), and Hotspurs Acquisition Corporation, a Delaware corporation (Merger Subsidiary). Pursuant to the Merger Agreement, on May 17, 2013, Merger Subsidiary merged with and into FirstCity, with FirstCity continuing as the surviving corporation (the Merger).
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 17, 2013, FirstCity held a special meeting of stockholders (the Special Meeting). There were 7,338,196 shares of FirstCitys common stock, par value $0.01 per share, represented in person or by proxy at the Special Meeting, representing 69.5% of the shares entitled to vote at the meeting. FirstCity stockholders approved the adoption of the Merger Agreement, approved, on an advisory basis, the compensation to be paid to FirstCitys named executive officers in connection with the Merger and approved to adjourn the Special Meeting, if necessary or appropriate. The final votes cast for each of the matters submitted to a vote of FirstCitys stockholders at the Special Meeting are presented in the tables below.
Proposal 1: To adopt the Merger Agreement:
VOTES FOR |
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VOTES AGAINST |
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VOTES |
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BROKER NON |
7,264,407 |
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17,302 |
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5,374 |
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0 |
Proposal 2: To approve, on an advisory (non-binding) basis, the compensation to be paid to FirstCitys named executive officers in connection with the Merger:
VOTES FOR |
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VOTES AGAINST |
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VOTES |
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BROKER NON |
5,757,738 |
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1,392,534 |
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136,447 |
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0 |
Proposal 3: To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to adopt the Merger Agreement:
VOTES FOR |
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VOTES AGAINST |
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VOTES |
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BROKER NON |
7,285,978 |
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44,971 |
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7,247 |
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0 |
Item 8.01. Other Events.
On May 17, 2013, FirstCity issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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Press Release Announcing Closing of Merger, dated May 17, 2013 |
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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By: |
/s/ Mark B. Horrell |
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Name: Mark B. Horrell |
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Title: President and Chief Executive Officer |
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Date: May 23, 2013 |
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