UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

Form 10-K/A(Amendment No. 1)

(Mark One)ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008
oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


For the transition period
from                to               
Commission File No. 033-19694



FirstCity Financial Corporation(Exact name of registrant as specified in its charter)

Delaware

76-0243729(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)6400 Imperial Drive, Waco, TX

76712(Address of Principal Executive Offices)

(Zip Code)


(254) 761-2800(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $.01

The NASDAQ Global Select Market


Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and
post such files).
Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company ý(Do not check if a smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o No ý

The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, 2008 was $39,909,953 based on the
closing price of the common stock of $4.46 per share on such date as reported on the NASDAQ Global Select Market.

The
number of shares of the registrant's common stock outstanding at April 15, 2009 was 9,831,937.



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Table of Contents

FIRSTCITY FINANCIAL CORPORATION
TABLE OF CONTENTS



PagePART IIIItem 10.

Directors, Executive Officers and Corporate Governance

4Item 11.

Executive Compensation

9Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

13Item 13.

Certain Relationships and Related Transactions, and Director Independence

14Item 14.

Principal Accounting Fees and Services

15PART IVItem 15.

Exhibits and Financial Statement Schedules

16Signatures

21


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Table of Contents

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A ("Amendment") to the Annual Report on Form 10-K of
FirstCity Financial Corporation (the "Company," "FirstCity," "we" or "us") is being filed to amend the Company's Form 10-K ("Original Filing") filed with the Securities and Exchange
Commission ("SEC") on March 31, 2009, to provide disclosures under Part III of Form 10-K, which were not included in the Original Filing, as FirstCity will not file
its definitive proxy statement within 120 days of the end of its fiscal year ended December 31, 2008.

Except
for the additions and modifications described above, the Company has not modified or updated disclosures presented in the Original Filing in this Amendment. Accordingly, this
Amendment does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures, including the exhibits to the Original Filing, affected by subsequent events.

In
addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by our principal executive
officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.

Forward-Looking Statements:

The Original Filing, this Amendment and documents incorporated herein by reference include forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. In addition, we may make other written and oral
communications from time to time that contain such statements. All statements regarding our expected financial position, strategies and growth prospects, anticipated events or trends, and general
economic conditions that we expect to exist in the future, are forward-looking statements. The words, "anticipates," "believes," "feels," "expects," "estimates," "seeks," "strives," "plans,"
"intends," "outlook," "forecast," "position," "target," "mission," "assume," "achievable," "potential," "strategy," "goal," "aspiration," "outcome," "continue," "remain," "maintain," "trend,"
"objective" and variations of such words and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "might," "can," "may" or similar expressions, as they
relate to our business, operations and management, are intended to identify forward-looking statements and are not historical facts.

You are cautioned that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. As such, our
forward-looking statements could be wrong in light of these and other risks, uncertainties and assumptions. For a discussion on the risks, uncertainties and assumptions that could affect our future
events, developments or results, you should carefully review Item 1A. "Risk Factors" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations"
in our Original Filing filed with the SEC on March 31, 2009, and those discussed in other documents we file with the SEC.

Forward-looking statements speak only as of the date the statement is made, and we have no obligation to publicly update or revise our forward-looking statements
to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. Actual results could differ materially from those anticipated in
forward-looking statements, and future results could differ materially from historical performance.

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Table of Contents

PART III

Item 10.Directors, Executive Officers and Corporate Governance.

Director Information

Information concerning members of the Company's board of directors (the "Board") is set forth below:

Name

Age

PositionRichard E. Bean


65

Chairman of the BoardC. Ivan Wilson


81

Vice Chairman of the BoardJames T. Sartain


60

President, Chief Executive Officer and DirectorDane Fulmer


58

DirectorRobert E. Garrison, II


67

DirectorD. Michael Hunter


66

DirectorF. Clayton Miller


45

Director


Richard E. Beanhas been a Director of FirstCity since July 1995 (the "Merger") and Chairman of the Board since December 31, 2005.
Since 1976, Mr. Bean has served as the Executive Vice President and a Director of Pearce Industries, Inc., a privately held company that markets a variety of oilfield equipment and
construction machinery. Mr. Bean served as Chief Financial Officer of Pearce Industries from 1976 to 2004. Mr. Bean served as a member of the Portfolio Committee of the FirstCity
Liquidating Trust from the Merger through the termination of the Trust in January 2004. Prior to the Merger, Mr. Bean was Chairman of the Official Committee of Equity Security Holders of First
City Bancorporation of Texas, Inc. ("FCBOT"). Mr. Bean is currently a Director, Chairman of the Audit Committee, and a member of the Compensation Committee of WCA Waste Corporation, a
publicly owned solid waste collection and disposal Company, and a Director and the Chairman of the Audit Committee of Sanders Morris Harris Group Inc., a publicly owned financial services firm.
Mr. Bean received a M.B.A. in Accounting and a Bachelor of Business Administration in Finance from the University of Texas at Austin and has been a Certified Public Accountant licensed in the
State of Texas since 1968.

C. Ivan Wilsonhas been Vice Chairman of the Board of FirstCity since the Merger. From February 1998 to June 1998, Mr. Wilson was
Chairman, President and Chief Executive Officer of Mercantile Bank, N.A., Corpus Christi, Texas, a national banking organization. Mr. Wilson was Chairman of the Board and Chief Executive
Officer of FCBOT from 1991 to the Merger. Prior to 1991, Mr. Wilson was the Chief Executive Officer of FirstCity, TexasCorpus Christi, one of FCBOT's banking subsidiaries.

James T. Sartainhas been President of FirstCity since the Merger and Chief Executive Officer since January 2001 and has served as a
Director of FirstCity since the Merger. Prior to January 2001, Mr. Sartain was President and Chief Operating Officer of FirstCity. From 1988 to the Merger, Mr. Sartain was President and
Chief Operating Officer of J-Hawk Corporation.

Dane Fulmerhas been a Director of FirstCity since May 1999. Mr. Fulmer is a consultant and provides risk management services. From
August 1995 until January 2004, Mr. Fulmer served as Executive Vice President and Director of risk management of John Taylor Financial Group, a broker/dealer and investment advisory firm that
Mr. Fulmer co-founded in 1995. From July 1991 until August 1996, Mr. Fulmer served as Executive Vice President of Merchants Investment Center of Fort Smith, a broker/dealer
and investment advisory firm, and as portfolio manager for Merchants National, the parent company.

Robert E. Garrison, IIhas been a Director of FirstCity since May 1999. Mr. Garrison is an Executive Officer and Chairman of the
Executive Committee of Sanders Morris Harris Group Inc. From January 1999 until February 2009, Mr. Garrison served as President of Sanders Morris Harris

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Table of Contents

Group Inc.
In addition, Mr. Garrison currently serves as a Director of Prosperity Bank, and as a Director of Crown Castle International (a public company that is a leading independent
owner and operator of shared wireless infrastructures). Mr. Garrison previously served as Executive Vice President and Director of Harris Webb & Garrison and also served as Chairman,
Chief Executive Officer, and Director of Pinnacle Management & Trust Co. Mr. Garrison co-founded both of these companies in 1994. Mr. Garrison is a Chartered
Financial Analyst, and has over 40 years of experience in the investment business.

D. Michael Hunterhas been a Director of FirstCity since August 2005. From March 2005 until April 2008, Mr. Hunter served as the
Vice Chairman of the Board of Directors of Prosperity Bancshares, Inc. and served as a Director of Prosperity Bank. Mr. Hunter previously served as Chairman, President and Chief
Executive Officer and a Director of First Capital Bankers, Inc. from 1995 until its merger with and into Prosperity Bancshares, Inc. on March 1, 2005. Mr. Hunter also
served as Chairman and Chief Executive Officer of First Capital Bank from 1995 until March 2005. Prior to 1995, Mr. Hunter served as President and Chief Operating Officer of Victoria
Bancshares, Inc. and Victoria Bank & Trust Company from 1988 to June 1994. Prior to 1988, Mr. Hunter served twenty four years with FCBOT.

F. Clayton Millerhas been a Director of FirstCity since February 2006. Mr. Miller is a founding partner at Stone Arch Capital, a
private equity fund based in Minneapolis, Minnesota. From 1998 to 2004, Mr. Miller was the Managing Partner of Churchill Equity Partners, the private equity arm of Churchill
Capital, Inc. Mr. Miller is a graduate of the University of Michigan (B.A.), Northwestern University School of Law (J.D., cum laude), and Harvard University (M.B.A., with honors).

Board of Directors and Committees

The Board has reviewed the provisions of the Sarbanes-Oxley Act of 2002, the rules of the SEC and the NASDAQ Stock Market governance
listing standards and determined that the Company is in compliance with such standards. The Board has determined that Messrs. Bean, Fulmer, Garrison, Hunter, Miller and Wilson are independent
Directors under the NASDAQ Stock Market Rules. Mr. Sartain, the Company's President and Chief Executive Officer, was deemed not to be an independent director by virtue of his employment with
the Company. Mr. Richard E. Bean, an independent Director, serves as Chairman and presides over executive sessions of the non-management Directors.

Board Meetings.During 2008, the Board held five meetings. Each of the directors attended at least 75% of the total number of meetings
of the Board
and at least 75% of the meetings of the Board committees of which he was a member in 2008. All of the directors attended the Company's 2008 Annual Meeting of Stockholders. The Company has encouraged
the attendance of all Directors at the annual meetings of stockholders and has scheduled its stockholders' meetings to achieve that goal. The Company has not adopted a formal policy related to the
attendance of Directors at annual meetings of stockholders.

Committees.The Company's Board has the following standing committees: Executive Committee; Audit Committee; Compensation Committee; and
Nominating
and Corporate Governance Committee. Members of these committees generally are elected annually at the regular meeting of the Board immediately following the annual meeting of stockholders. Further
information concerning the Board's standing committees appears below.

Executive Committee.The Executive Committee consisted of Messrs. Sartain (Chairman) and Bean during 2008. Subject to certain
limitations
specified by the Company's Bylaws and the Delaware General Corporation Law, the Executive Committee is authorized to exercise the powers of the Board when the Board is not in session. During 2008, the
Executive Committee held no meetings, but did take action on two occasions by unanimous consent.

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Audit Committee.The Audit Committee consisted of Messrs. Bean (Chairman), Garrison and Wilson during 2008. The Audit Committee is
a standing
committee of the Board. The Board has determined that all members of the Audit Committee are independent directors under the rules of the NASDAQ Stock Market and the rules and regulations of the SEC.
The Board has determined that Mr. Bean qualifies as an "audit committee financial expert" under applicable SEC and NASDAQ regulations. The Audit Committee has a charter adopted by the Board
that sets forth its membership requirements, authority and responsibilities. A copy of the Audit Committee Charter is available on our website at www.fcfc.comunder the "Investors" section. During 2008,
the Audit Committee held six meetings.

The
Audit Committee meets with management to consider the adequacy of the internal controls of the Company and the objectivity of financial reporting. Its primary function is to assist
the Board in fulfilling its oversight responsibilities by reviewing



The
Audit Committee also meets with the independent auditors and with appropriate Company financial personnel about these matters. The functions of the Audit Committee also include
recommending to the Board which firm of independent public accountants should be engaged by the Company to perform the annual audit, reviewing annually the Company's Audit Committee Charter, approving
certain other types of professional services rendered to the Company by the independent public accountants and considering the possible effects of such services on the independence of such public
accountants. The independent auditors periodically meet alone with the Audit Committee and have unrestricted access to the Audit Committee.

Compensation Committee.The Compensation Committee consisted of Messrs. Wilson (Chairman), Garrison, Hunter and Miller during
2008. The
Compensation Committee is a standing committee of
the Board. The Board has determined that all members of the Compensation Committee are (i) "independent directors" under the listing standards of the NASDAQ Stock Market,
(ii) "non-employee directors" within the meaning of Rule 16b-3 under the Exchange Act, and (iii) "outside directors" within the meaning of
Section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee has a charter that has been adopted by the Board that sets forth its membership requirements,
authority and responsibilities. A copy of the Compensation Committee Charter is available on our website atwww.fcfc.comunder the "Investors" section.
During 2008, the Compensation Committee held one meeting and took action on one occasion by unanimous consent.

The
Compensation Committee is responsible for evaluating and developing the compensation policies applicable to the executive officers of the Company and its subsidiaries. The
Compensation Committee's charter sets forth the following responsibilities, among others, for the committee:



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In
essence, the Compensation Committee's fundamental responsibility is to administer the Company's compensation program for its executive officers, which generally include those
employees whose job responsibilities and policy-making authority are the broadest and most significant. The Compensation Committee is responsible for ensuring that the Company's compensation policies
and practices support the successful recruitment, development, and retention of the executive talent required by the Company to achieve its business objectives.

Recommendations
regarding compensation of the Company's executive officers (other than the compensation of the President and Chief Executive Officer), including base salary adjustment,
performance-based bonuses, additional bonuses and equity awards, are submitted by the Company's President and Chief Executive Officer to the Compensation Committee. The Compensation Committee reviews
the recommendations of the President and Chief Executive Officer and makes all final decisions regarding the compensation of the President and Chief Executive Officer and the other executive officers.
The compensation of the President and Chief Executive Officer and the other executive officers is subject to the review, modification and approval of the Board, except that (1) the President
and Chief Executive Officer does not participate in the review, modification or approval of the recommendations of the Compensation Committee, with respect to his compensation and (2) all
reviews, modifications and approvals with respect to awards under the Stock Option and Award Plans are made solely by the Compensation Committee. The Compensation Committee determines compensation of
the President and Chief Executive Officer and makes a recommendation to the Board, which recommendation is subject to the review, modification and approval of the members of the Board, other than the
President and Chief Executive Officer.

Nominating and Corporate Governance Committee.The Nominating and Corporate Governance Committee consisted of Messrs. Fulmer
(Chairman),
Garrison, Hunter and Miller during 2008. The Nominating and Corporate Governance Committee is a standing committee of the Board. The Board has determined that each of the members of the Nominating and
Corporate Governance Committee qualified as an independent Director under the rules of the NASDAQ Stock Market and rules and regulations of the SEC. The Nominating and Corporate Governance Committee
has a charter that has been adopted by the Board that sets forth its membership requirements, authority and responsibilities. The full text of the Charter of the Nominating and Corporate Governance
Committee is available on our website atwww.fcfc.comunder the "Investors" section. The Nominating and Corporate Governance Committee recommends the
number of Board positions to be filled in accordance with the Bylaws of the Company and the persons to be nominated to serve in those positions. In this regard, the Nominating and Corporate Governance
Committee considers the performance of incumbent directors in determining whether such directors should be nominated to stand for reelection. The Nominating and Corporate Governance Committee also
reviews the recommendations of the Chief Executive Officer related to the appointment of executive officers and proposed personnel changes related to such officers and is responsible for conducting an
annual review of the Company's Code of Business Conduct and Ethics. During 2008, the Nominating and Corporate Governance Committee held one meeting and took action on one occasion by unanimous
consent.

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Executive Officers

The executive officers of the Company, who are elected by the Board of Directors of the Company and serve at its discretion, are as
follows:

Name

Age

PositionJames T. Sartain


60

President and Chief Executive OfficerJim W. Moore


58

Executive Vice President and Chief Operating OfficerJ. Bryan Baker


48

Senior Vice President and Chief Financial OfficerTerry R. DeWitt


51

Senior Vice PresidentJoe S. Greak


60

Senior Vice President, Tax DirectorJames C. Holmes


52

Senior Vice PresidentRichard J. Vander Woude


54

Senior Vice President, General Counsel and Secretary


Jim W. Moorewas appointed Executive Vice President, Chief Operating Officer and Treasurer of FirstCity on February 1, 2008.
Mr. Moore served as Treasurer until June 2008. Mr. Moore rejoined the Company after spending the prior seven years with Santander Consumer USA Inc., formerly known as Drive
Financial Services LP, a national subprime auto indirect lender with a managed portfolio exceeding $5 billion. Mr. Moore served in various capacities including Director of
Securitizations, Chief Financial Officer, and Treasurer. Mr. Moore had a long-term association with FirstCity as a senior officer prior to the formation of the Drive entity, which
resulted as a part of a sale to Bank of Scotland and reorganizations of FirstCity which occurred in 2000 and 2004. Mr. Moore has 38 years of banking and financial services experience.

J. Bryan Bakerhas been Senior Vice President and Chief Financial Officer of FirstCity since June 2000. Previously, Mr. Baker
served as Vice President and Treasurer from August 1999 to June 2000, as Vice President and Controller of FirstCity from November 1996 to August 1999, and as Vice President and Assistant Controller
from 1995 to November 1996. From 1990 to 1995, Mr. Baker was with Jaynes, Reitmeier, Boyd & Therrell, P.C., an independent public accounting firm, involved in both auditing and
consulting. From 1988 to 1990, Mr. Baker was Controller of Heights Bancshares in Harker Heights, Texas. Mr. Baker is a certified public accountant licensed in the state of Texas.

Terry R. DeWitthas been Senior Vice President responsible for Due Diligence and Investment Evaluation of FirstCity since the Merger.
Mr. DeWitt served as Senior Vice President responsible for Due Diligence and Investment Evaluation of J-Hawk Corporation from 1992 to the
Merger. From 1991 to 1992, Mr. DeWitt was Senior Vice President of the First National Bank of Central Texas, a national banking association, and from 1989 to 1991, he was President of the First
National Bank of Goldthwaite, a national banking association.

Joe S. Greakhas been Senior Vice President and Tax Director of the Company since the Merger. Mr. Greak was the Tax Manager of
FCBOT since 1993. From 1992 to 1993, Mr. Greak was the Tax Manager of New First CityHouston, N.A. Prior thereto, he was Senior Vice President and Tax Director of First City,
TexasHouston, N.A. Mr. Greak is a certified public accountant licensed in the state of Texas.

James C. Holmeshas been Senior Vice President of the Company since the Merger, and has served as the Finance Director and Treasurer of
the Company since June 2008. He also served as Treasurer of the Company from the Merger to August 1999 and from June 2000 to February 2008. Prior to the Merger, he served as Senior Vice President and
Treasurer of J-Hawk Corporation. From 1988 to 1991, Mr. Holmes was a Vice President of MBank Waco, a national banking association. Mr. Holmes has 26 years of
experience in the banking and financial services sector.

Richard J. Vander Woudehas been Senior Vice President and General Counsel of FirstCity since January 1998 and has served as Secretary
since June 2000. Prior thereto, Mr. Vander Woude was a

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director
and stockholder in the law firm of Vander Woude & Istre, P.C., Waco, Texas from 1992 through 1997. From 1978 to 1992, Mr. Vander Woude was a director and stockholder of Sheehy,
Lovelace & Mayfield, P.C., Waco, Texas.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who own more than 10% of
the Company's common stock, to file reports of their ownership, and any changes in that ownership, with the SEC. Based solely on our review of copies of these reports provided to the Company and
written representations from such reporting persons that no other reports were required, the Company believes that, during 2008, our reporting persons complied with all Section 16(a) filing
requirements.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics which is applicable to the directors, executive officers and all
employees of the Company, including the principal executive officer, principal financial officer and principal accounting officer. The Code of Business Conduct and Ethics is available on our website
atwww.fcfc.comunder the "Investors" section.

Item 11.Executive Compensation.

Summary Compensation Table

The following table sets forth certain information concerning compensation for fiscal years 2008 and 2007 to (1) the Company's
Chief Executive Officer and the Company's other three most-highly compensated executive officers (collectively, the "Named Executive Officers").

Name and Principal Position

Year

Salary
($)

Bonus
($)

Option
Awards
(1)($)

All Other
Compensation
(2)($)

Total
Compensation
($)James T. Sartain,


2008


500,000








16,876


516,876President and Chief Executive Officer


2007


385,417








16,048


401,465Richard J. Vander Woude,


2008


315,000








5,328


320,328Senior Vice President, General


2007


287,501





56,442


5,328


349,271Counsel and SecretaryTerry R. DeWitt,


2008


300,000








5,328


305,328Senior Vice President


2007


277,083





56,442


5,328


338,853James C. Holmes,


2008


300,000








5,328


305,328Senior Vice President


2007


277,083





56,442


5,328


338,853


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Executive

401(k)
Match($)

Supplement
Life($)

Auto($)

Total($)James T. Sartain

$
4,500

$
2,376

$
10,000

$
16,876Richard J. Vander Woude


4,500


828





5,328Terry R. DeWitt


4,500


828





5,328James C. Holmes


4,500


828





5,328


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Outstanding Equity Awards at Fiscal Year-End

The following table provides information on the holdings of stock options by the Named Executive Officers as of December 31,
2008. This table includes unexercised and unvested stock option awards. Each equity grant is shown separately for each Named Executive Officer. The vesting schedule for each grant is shown following
this table, based on the option award grant date.

Number of Shares
Underlying Unexercised
Options(#)Option Exercise Price($)

Option Expiration DateName

Option Grant Date

Exercisable

UnexercisableJames T. Sartain


12/1/2000


50,000




$
2.00


12/1/201012/20/2001


50,000




$
3.06


12/20/20095/13/2004


37,500




$
7.25


5/13/201410/12/2005


8,250


2,750

$
11.33


10/12/2015Richard J. Vander Woude


12/1/2000


25,000




$
2.00


12/1/201012/20/2001


25,000




$
3.06


12/20/20095/13/2004


15,000




$
7.25


5/13/201410/25/2005


6,000


2,000

$
11.77


10/25/201510/11/2007


2,000


6,000

$
9.85


10/11/2017Terry R. DeWitt


12/20/2001


25,000




$
3.06


12/20/20095/13/2004


15,000




$
7.25


5/13/201410/25/2005


6,000


2,000

$
11.77


10/25/201510/11/2007


2,000


6,000

$
9.85


10/11/2017James C. Holmes


12/20/2001


22,000




$
3.06


12/20/20095/13/2004


15,000




$
7.25


5/13/201410/25/2005


6,000


2,000

$
11.77


10/25/201510/11/2007


2,000


6,000

$
9.85


10/11/2017




Grant Date

Vesting Schedule12/1/2000

25% vests in one year; 25% vests in two years; 25% vests in three years; 25% vests in four years12/20/2001

50% vests on grant dates; 25% vests in one year; 25% vests in two years5/13/2004

25% vests in one year; 25% vests in two years; 25% vests in three years; 25% vests in four years10/12/2005

25% vests in one year; 25% vests in two years; 25% vests in three years; 25% vests in four years10/25/2005

25% vests in one year; 25% vests in two years; 25% vests in three years; 25% vests in four years10/11/2007

25% vests in one year; 25% vests in two years; 25% vests in three years; 25% vests in four years


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Potential Payments Upon Termination or Change-In-Control

The Named Executive Officers have received stock options under the Company's Stock Option and Award Plans. In the event of a Change in
Control (as defined below) under the Stock Option and Award Plans,

(1)   all
stock options outstanding thereunder will become fully vested and immediately exercisable;

(2)   the
target payout attainable under all performance shares outstanding thereunder will be deemed to have been fully earned for the entire performance period and, within
thirty days of such Change in Control, such performance shares will be paid out in accordance with the terms thereof (provided that, there will not be an accelerated payout with respect to performance
shares granted within less than six months prior to the effective date of such Change in Control);

(3)   all
restrictions on restricted stock outstanding thereunder will lapse and such restricted stock will be delivered to the participant in accordance with the terms
thereof (provided that, there will not be an accelerated delivery with respect to restricted stock granted less than six months prior to the effective date of such Change in Control); and

(4)   the
Compensation Committee may, in its discretion, make any other modifications to any awards thereunder as determined by the Compensation Committee to be deemed
appropriate before the effective date of such Change in Control.

A
"Change in Control" is defined as follows:



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The
following table summarizes the potential change in control benefits under the Company's Stock Option and Award Plans the Named Executive Officers would have been eligible to receive
if such officer was terminated without cause or resigned for good reason in connection with a Change in Control that occurred on December 31, 2008.

Name



Change in ControlJames T. Sartain

Stock option acceleration(1)

$
18,292Terry R. DeWitt

Stock option acceleration(1)

$
53,700James C. Holmes

Stock option acceleration(1)

$
53,700Richard J. Vander Woude

Stock option acceleration(1)

$
53,700






Director Summary Compensation Table

The following table summarizes compensation of all non-employee directors during the fiscal year ended December 31,
2008.

Name

Fees Earned
or Paid in Cash(1)
($)

Option
Awards(2)
($)

Total($)Richard E. Bean


37,000


15,274


52,274C. Ivan Wilson


25,000


15,274


40,274Dane Fulmer


21,000


15,274


36,274Robert E. Garrison, II


27,000


15,274


42,274D. Michael Hunter


21,000


15,274


36,274F. Clayton Miller


21,000


15,274


36,274






12

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Table of Contents



Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The
following table sets forth certain information regarding the common stock owned on April 15, 2009 (the "Measurement Date") by (1) each person
who is known by the Company to be the beneficial owner of more than five percent of the common stock as of such date, (2) each of the Company's directors, (3) each of the Named Executive
Officers and (4) all directors and executive officers of the Company as a group. Except as otherwise indicated, all shares of the common stock shown in the table are held with sole voting and
investment power.

Title of Class

Name and Address of Beneficial Owner

Amount and
Nature of
Beneficial
Ownership(2)

Percent
of ClassDirectors and Executive Officers(1):Common Stock

James T. Sartain


668,984


6.70
%Common Stock

Richard E. Bean


325,333


3.30
%Common Stock

Dane Fulmer


100,750


1.02
%Common Stock

Robert E. Garrison, II


130,600


1.33
%Common Stock

D. Michael Hunter


55,000


*Common Stock

F. Clayton Miller


15,000


*Common Stock

C. Ivan Wilson


65,520


*Common Stock

Terry R. DeWitt


202,882


2.05
%Common Stock

James C. Holmes


111,668


1.13
%Common Stock

Richard J. Vander Woude


78,435


*Common Stock

All directors and executive officers as a group (13 persons)


1,932,288


18.54
%Certain Other Beneficial Owners:Common Stock

Heartland Advisors, Inc. and William Nasgovitz
789 N. Water St. Suite 500
Milwaukee, WI 53202


1,129,105
(3)

11.48
%Common Stock

First Manhattan Co.
437 Madison Avenue
New York, NY 10022


806,888
(3)

8.21
%Common Stock

Dimensional Fund Advisors LP
1299 Ocean Avenue
Santa Monica, CA 90401


684,883
(3)

6.97
%Common Stock

F&C Asset Management plc
80 George Street
Edinburgh EH2 3BU, United Kingdom


602,397
(3)

6.13
%


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13

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Table of Contents

Voting

InvestmentName

Schedule

Date

Sole

Shared

Sole

SharedHeartland Advisors, Inc. and William Nasgovitz


13G/A


12/31/2008





1,062,100





1,129,105First Manhattan Co.


13G/A


12/31/2008


34,400


686,762


34,400


772,488Dimensional Fund Advisors LP


13G/A


12/31/2008


680,510





684,883


F&C Asset Management plc.


13G/A


12/31/2008


602,397





602,397





Item 13.Certain Relationships and Related Transactions, and Director Independence.

Director Independence

As required under the NASDAQ Stock Market listing standards, a majority of the members of a listed company's board of directors must
qualify as "independent," as affirmatively determined by the board of directors. The Board has determined that Messrs. Bean, Fulmer, Garrison, Hunter, Miller and Wilson are independent
directors under the NASDAQ Stock Market Rules. Mr. Sartain, the Company's President and Chief Executive Officer, is not an independent director by virtue of his employment with the Company.

Transactions and Relationships Involving Our Directors and Executive Officers

The Company owns equity interests in various purchased asset portfolios through limited partnerships and limited liability companies
("Acquisition Partnerships") in which a corporate affiliate of the Company is the sole general partner or managing member, and the Company and other non-affiliated investors are limited
partners or members. Certain directors and executive officers of the Company may also serve as directors and/or executive officers of the general partner or managing member, but receive no additional
compensation from or on behalf of such general partner or managing member for serving in such capacity. The Company provides asset servicing services to certain of the Acquisition Partnerships
pursuant to servicing agreements between the Company and the Acquisition Partnerships. Service fees derived from such affiliates totaled $8.2 million for 2008.

14

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Table of Contents

Item 14.Principal Accounting Fees and Services.

Audit Fees

The aggregate fees billed for professional services by KPMG LLP ("KPMG") in 2008 and 2007 for these various services were:

2008

2007Audit fees(1)

$
1,116,000

$
1,575,936Audit-related fees





Tax fees





All other fees





Total

$
1,116,000

$
1,575,936






Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit services
performed by the
Company's independent auditor. Except as noted below, no audit services or non-audit services shall be provided to the Company by the independent auditor unless first
pre-approved by the Audit Committee and unless permitted by applicable securities laws and the rules and regulations of the SEC. If the Audit Committee approves an audit service within the
scope of the engagement of the independent auditor, such audit service shall be deemed to have been pre-approved.

Pre-approval
shall not be required for non-audit services provided by the independent auditor, if (i) the aggregate amount of all such
non-audit services provided to the Company constitutes not more than the five percent (5%) of the total amount of revenues paid by the Company to the independent auditor during the fiscal
year in which such non-audit services are provided, (ii) such non-audit services were not recognized by the Company at the time of the independent auditor's engagement
to be non-audit services, and (iii) such non-audit services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee prior to the
completion of the audit for the year in which the non-audit services were commenced.

The
Audit Committee may delegate to one or more members of the Audit Committee the authority to grant pre-approval of certain non-audit services. The decision of
any member to whom such authority is delegated to pre-approve non-audit services shall be presented to the full Audit Committee for its approval at its next scheduled meeting.

15

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Table of Contents

PART IV

Item 15.Exhibits and Financial Statement Schedules.

1.Financial Statements

Incorporated
by reference to FirstCity's Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 31, 2009.

2.Financial Statement Schedules

Incorporated
by reference to FirstCity's Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 31, 2009.

3.Exhibits

Exhibit
Number



Description of Exhibit2.1



Joint Plan of Reorganization by First City Bancorporation of Texas, Inc., Official Committee of Equity Security Holders and J-Hawk Corporation, with the Participation of Cargill Financial Services Corporation, Under
Chapter 11 of the United States Bankruptcy Code, Case No. 392-39474-HCA-11 (incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated July 3, 1995 filed with the Commission on
July 18, 1995)2.2



Agreement and Plan of Merger, dated as of July 3, 1995, by and between First City Bancorporation of Texas, Inc. and J-Hawk Corporation (incorporated herein by reference to Exhibit 2.2 of the Company's
Current Report on Form 8-K dated July 3, 1995 filed with the Commission on July 18, 1995)3.1



Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated July 3, 1995 filed with the Commission
on July 18, 1995)3.2



Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated December 30, 2005 filed with the Commission on
December 30, 2005)10.1



Contribution and Assumption Agreement by and between Funding LP and Drive dated as of August 18, 2000. (incorporated herein by reference to Exhibit 10.42 of the Company's Form 8-K dated
August 25, 2000, filed with the Commission on September 11, 2000)10.2



Separation Agreement and Release, dated March 31, 2004, by and between G. Stephen Fillip, FirstCity Servicing Corporation and FirstCity Financial Corporation (incorporated herein by reference to
Exhibit 10.19 of the Company's Form 10-Q dated May 14, 2004)10.3



Consultant Agreement, dated April 1, 2004, by and between FirstCity Servicing Corporation and G. Stephen Fillip (incorporated herein by reference to Exhibit 10.20 of the Company's Form 10-Q dated
May 14, 2004)10.4



Securities Purchase Agreement dated as of September 21, 2004 by and among FirstCity Financial Corporation and certain affiliates of FirstCity and IFA Drive GP Holdings LLC, IFA Drive LP
Holdings LLC, Drive Management LP and certain affiliates of those persons. (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated September 27, 2004)


16

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Table of Contents

Exhibit
Number



Description of Exhibit10.5



Revolving Credit Agreement, dated November 12, 2004, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent (incorporated herein by reference to
Exhibit 10.12 of the Company's Form 10-Q dated November 15, 2004)10.6



1995 Stock Option and Award Plan (incorporated herein by reference to Exhibit A of the Company's Schedule 14A, Definitive Proxy Statement, dated March 27, 1996)10.7



1996 Stock Option and Award Plan (incorporated herein by reference to Exhibit C of the Company's Schedule 14A, Definitive Proxy Statement, dated March 27, 1996)10.8



2004 Stock Option and Award Plan (incorporated herein by reference to Appendix A of the Company's Schedule 14A, Definitive Proxy Statement, dated October 21, 2003)10.9



Revolving Credit Agreement, dated August 26, 2005, among FH Partners, L.P., as Borrower, and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent (incorporated herein by reference to
Exhibit 10.1 of the Company's Form 8-K dated September 1, 2005)10.10



Guaranty Agreement, dated August 26, 2005, executed by FirstCity Financial Corporation, FirstCity Commercial Corporation, FirstCity Europe Corporation, FirstCity Holdings Corporation, FirstCity International
Corporation, FirstCity Mexico, Inc., and FirstCity Servicing Corporation for the benefit of Bank of Scotland, as agent, and lenders (incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K dated September 1,
2005)10.11



Sixth Amendment to Right Of First Refusal Agreement And Due Diligence Reimbursement Agreement dated effective as of February 1, 2006 (incorporated herein by reference to Exhibit 10.1 of the Company's
Form 8-K dated February 6, 2006)10.12



Asset Purchase Agreement, dated June 30, 2006, by and among FirstCity Financial Corporation and its subsidiaries, FirstCity Business Lending Corporation and American Business Lending, Inc.; and AMRESCO SBA
Holdings, Inc. and NCS I, LLC (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated July 7, 2006)10.13



2006 Stock Option and Award Plan (incorporated herein by reference to Appendix A of the Company's Schedule 14A, Definitive Proxy Statement, dated June 26, 2006)10.14



Interest Purchase and Sale Agreement, dated August 8, 2006, by and among Bidmex Holding, LLC, and Strategic Mexican Investment Partners, L.P. and Cargill Financial Services International, Inc. and
certain other parties (incorporated herein by reference to Exhibit 10.14 of the Company's Form 10-Q dated November 9, 2006)10.15



Put Option Agreement dated August 8, 2006, by and among Bidmex Holding, LLC, Recuperacion de Carteras Mexicanas, S. de R.L. de C.V., Bidmex 6, LLC, Strategic Mexican Investment Partners 2, L.P. and
Cargill Financial Services International, Inc. (incorporated herein by reference to Exhibit 10.15 of the Company's Form 10-Q dated November 9, 2006)


17

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Table of Contents

Exhibit
Number



Description of Exhibit10.16



Guarantee dated August 8, 2006, executed by FirstCity Financial Corporation for the benefit of Bidmex Holding, LLC, Residencial Oeste 2 S. de R.L. de C.V., National Union Fire Insurance Company of Pittsburg,
P.A., American General Life Insurance Company, and American General Life and Accident Insurance Company (incorporated herein by reference to Exhibit 10.15 of the Company's Form 10-Q dated November 9, 2006)10.17



Amendment No. 4 to Revolving Credit Agreement, dated as of October 31, 2006, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent
(incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated November 7, 2006)10.18



Management Employment Contract dated November 30, 2006, between FirstCity Business Lending Corporation, American Business Lending, Inc.,and Charles P. Bell, Jr.
(incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K dated December 7, 2006)10.20



Amendment No. 5 to Revolving Credit Agreement, dated as of December 14, 2006, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent
(incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated December 20, 2006)10.21



Loan Agreement, dated as of December 15, 2006 by and between American Business Lending, Inc., as Borrower, and Wells Fargo Foothill, LLC, as lender (incorporated herein by reference to Exhibit 10.1
of the Company's Form 8-K dated December 28, 2006)10.22



Amendment No. 1 to Loan Agreement, dated as of February 27, 2007, by and between American Business Lending, Inc., as Borrower, and Wells Fargo Foothill, LLC, as lender (incorporated herein by
reference to Exhibit 10.22 of the Company's Form 10-K dated July 24, 2007)10.23



Amendment No. 9 to Revolving Credit Agreement, dated as of June 29, 2007, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent
(incorporated herein by reference to Exhibit 10.23 of the Company's Form 10-Q dated August 10, 2007)10.24



Amendment No. 1 to Revolving Credit Agreement, dated June 29, 2007, among FH Partners, L.P., as Borrower, and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent (incorporated herein
by reference to Exhibit 10.24 of the Company's Form 10-Q dated August 10, 2007)10.25



Amendment No. 2 to Loan Agreement, dated as of July 30, 2007, by and between American Business Lending, Inc., as Borrower, and Wells Fargo Foothill, LLC, as lender (incorporated herein by reference
to Exhibit 10.1 of the Company's Form 8-K dated August 3, 2007)10.26



Amendment No. 10 to Revolving Credit Agreement, dated as of August 22, 2007, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent
(incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated August 28, 2007)


18

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Table of Contents

Exhibit
Number



Description of Exhibit10.27



Amendment No. 3 and Consent to Revolving Credit Agreement, dated August 22, 2007, among FH Partners, L.L.C., as Borrower, and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent (incorporated
herein by reference to Exhibit 10.2 of the Company's Form 8-K dated August 28, 2007)10.28



Subordinated Delayed Draw Credit Agreement, dated as of September 5, 2007, among FirstCity Financial Corporation, as Borrower, and the Lenders named therein, as Lenders, and BoS (USA), Inc., as agent
(incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated September 10, 2007)10.29



Letter agreement between FirstCity Financial Corporation and Bank of Scotland extending time period for closing of subordinate credit facility to be provided by BoS (USA,) Inc. to October 2, 2007
(incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K dated September 10, 2007)10.30



Letter agreement between FirstCity Financial Corporation and BoS (USA), Inc. extending time period for closing of subordinate credit facility to be provided by BoS (USA), Inc. to October 31, 2007
(incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated October 5, 2007)10.31



Letter agreement between FirstCity Financial Corporation and Bank of Scotland extending time period for closing of subordinate credit facility to be provided by BoS (USA), Inc. to October 31, 2007
(incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K dated October 5, 2007)10.32



Letter agreement between FirstCity Financial Corporation and BoS (USA), Inc. extending time period for closing of subordinate credit facility to be provided by BoS (USA), Inc. to November 16, 2007
(incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated November 8, 2007)10.33



Letter agreement between FirstCity Financial Corporation and Bank of Scotland which amended the Revolving Credit Agreement to extend time period for closing of subordinate credit facility to be provided by BoS (USA),
 Inc. to November 16, 2007 (incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K dated November 8, 2007)10.34



Amendment and Consent No. 25 to Revolving Credit Agreement, dated as of July 14, 2008, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland, as
Agent (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated July 18, 2008)10.35



Amendment and Consent No. 12 to Subordinated Delayed Draw Credit Agreement, dated as of July 14, 2008, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and BoS
(USA), Inc., as Agent (incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K dated July 18, 2008)10.36



Amendment and Consent No. 6 to Revolving Credit Agreement, dated as of July 14, 2008, among FH Partners, LLC, as Borrower, and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent
(incorporated herein by reference to Exhibit 10.3 of the Company's Form 8-K dated July 18, 2008)


19

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Table of Contents

Exhibit
Number



Description of Exhibit10.37



Conditional Waiver Agreement Regarding Event of Default dated effective September 30, 2008, between American Business Lending, Inc., an affiliate of FirstCity, as borrower, and Wells Fargo Foothill, LLC, as
lender (incorporated herein by reference to Exhibit 10.40 of the Company's Form 10-Q dated November 10, 2008)10.38



Conditional Waiver Under Loan Agreement dated November 10, 2008, between American Business Lending, Inc., an affiliate of FirstCity, as borrower, and Wells Fargo Foothill, LLC, as lender (incorporated
herein by reference to Exhibit 10.41 of the Company's Form 10-Q dated November 10, 2008)10.39



Amendment and Consent No. 27 to Revolving Credit Agreement, dated as of December 12, 2008, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and Bank of Scotland,
as Agent (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated December 15, 2008)10.40



Amendment and Consent No. 14 to Subordinated Delayed Draw Credit Agreement, dated as of December 12, 2008, among FirstCity Financial Corporation as Borrower and the Lenders named therein, as Lenders, and BoS
(USA), Inc., as Agent (incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K dated December 15, 2008)10.41



Amendment and Consent No. 7 to Revolving Credit Agreement, dated as of December 12, 2008, among FH Partners, LLC, as Borrower, and the Lenders named therein, as Lenders, and Bank of Scotland, as Agent
(incorporated herein by reference to Exhibit 10.3 of the Company's Form 8-K dated December 15, 2008)10.42



Mediator's Proposal, dated November 20, 2008, among Michael S. Wilk, as mediator appointed by the Court of Appeals for the First District for the State of Texas, and agreed to by the FCLT Loans Asset Corporation,
FirstCity Financial Corporation, Timothy J. Blair, Class Representative of former employees of FirstCity Bancorporation of Texas, Inc., and JP Morgan Chase Bank, N.A., successor trustee (incorporated herein by reference to Exhibit 10.4 of
the Company's Form 8-K dated December 15, 2008)10.43



Conditional Waiver Agreement Regarding Event of Default, dated and effective as of December 31, 2008, between American Business Lending, Inc., an affiliate of FirstCity, as borrower, and Wells Fargo Foothill,
 Inc., as lender (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K dated February 4, 2009)21.1
*


Subsidiaries of the Registrant23.1
*


Consent of KPMG LLP23.2
*


Consent of KPMG LLP31.1
**


Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
**


Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRSTCITY FINANCIAL CORPORATIONApril 30, 2009

By:

/s/ JAMES T. SARTAIN James T. Sartain President and Chief Executive Officer


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

Signature

Title

Date/s/ RICHARD E. BEAN Richard E. Bean

Chairman of the Board and Director

April 30, 2009/s/ JAMES T. SARTAIN James T. Sartain

President, Chief Executive Officer and
Director (Principal Executive Officer)

April 30, 2009/s/ J. BRYAN BAKER J. Bryan Baker

Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)

April 30, 2009/s/ C. IVAN WILSON C. Ivan Wilson

Vice Chairman of the Board and
Director

April 30, 2009/s/ DANE FULMER Dane Fulmer

Director

April 30, 2009/s/ ROBERT E. GARRISON, II Robert E. Garrison, II

Director

April 30, 2009/s/ D. MICHAEL HUNTER D. Michael Hunter

Director

April 30, 2009/s/ F. CLAY MILLER F. Clay Miller

Director

April 30, 2009


21

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