**UNITEDSTATES****SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

** **

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** **

**FORM 10-K/A**

**(Amendment No. 1)**

 
| **ý** |                                                                                                                                                                                                                           | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES EXCHANGE ACT OF 1934**     |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                           |                                                                                          |
|       | **For the fiscal year ended April 30,  2004**                                                                                                                                                                                  |
|       |                                                                                                                                                                                                                           |                                                                                          |
| **OR**     |
|       |                                                                                                                                                                                                                           |                                                                                          |
| **o**      |                                                                                                                                                                                                                           | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
|       |                                                                                                                                                                                                                           |                                                                                          |
|       | **For the transition period from                   to                 ** |

 

**Commission File Number 0-26686**

 

**FirstInvestors Financial Services Group, Inc.**

(Exact Name of Registrant as Specified in itsCharter)

** **

| **Texas**                                                       |   | **76-0465087**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or Other Jurisdiction of  Incorporation or Organization) |   | (I.R.S. Employer  Identification No.) |
|                                                            |   |                                  |
| **675  Bering Drive, Suite 710  Houston, Texas**                |   | **77057**                             |
| (Address of Principal Executive Offices)                        |   | (Zip Code)                            |
|                                                            |   |                                  |
| **(713)  977-2600**                                             |
| (Registrant’s Telephone Number, Including Area  Code)      |

 

Securitiesregistered pursuant to Section 12(b) of the Act:  **NONE**

 

Securitiesregistered pursuant to Section 12(g) of the Act:

 

| **Title of  each class**        |
|---------------------------------|
| Common  Stock - $.001 par value |

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes ý No o.

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statement incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2of the Act).

Yes o  No ý

 

The aggregatemarket value of the voting stock of the registrant held by non-affiliates ofthe registrant as of June 30, 2004, based on the closing price of the CommonStock on the NASDAQ National Market on said date, was $16,598,953.

 

There were 5,000,269shares of Common Stock of the registrant outstanding as of June 30, 2004.

 

** **

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**Part III**

 

This amendment (No. 1) tothe annual report on Form 10-K for the fiscal year ended April 30, 2004, of FirstInvestors Financial Services Group, Inc., adds the information required underItems 10 through 14 of Part III of Form 10-K.

 

**ITEM 10.  *DIRECTORSAND EXECUTIVE OFFICERS***

 

                                                Thefollowing table sets forth certain information concerning the board of directorsand the executive officers of the company.

 

# **Executive Officers**

 
| **Name**            |   | **Age** |   | **Position**                                                                |
|---------------------|--------|---------|--------|-----------------------------------------------------------------------------|
|                |   |    |   |                                                                        |
| Tommy A. Moore, Jr. |   | 46      |   | President and Chief  Executive Officer                                      |
|                |   |    |   |                                                                        |
| Bennie H. Duck      |   | 40      |   | Executive Vice  President, Secretary, Treasurer and Chief Financial Officer |

 

## **Board of Directors**

 
| **Name**                    |   | **Age** |   | **Position**                                                  |
|-----------------------------|--------|---------|--------|---------------------------------------------------------------|
|                        |   |    |   |                                                          |
| Tommy A. Moore, Jr.         |   | 46      |   | Chairman of the Board                                         |
|                        |   |    |   |                                                          |
| Roberto Marchesini          |   | 59      |   | Director and Vice  President – Portfolio Risk Management |
|                        |   |    |   |                                                          |
| Robert L. Clarke (2)        |   | 61      |   | Director                                                      |
|                        |   |    |   |                                                          |
| Walter A. Stockard, Jr.     |   | 51      |   | Director                                                      |
|                        |   |    |   |                                                          |
| Seymour M. Jacobs  (1)(2)   |   | 42      |   | Director                                                      |
|                        |   |    |   |                                                          |
| John H. Buck(1)             |   | 60      |   | Director                                                      |
|                        |   |    |   |                                                          |
| Daniel M. Theriault  (1)(2) |   | 45      |   | Director                                                      |

 

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(1)                                  Memberof the Compensation Committee

(2)                                  Memberof the Audit Committee

 

*Tommy A. Moore, Jr.*, a co-founder of theCompany in 1989, has served as its President and Chief Executive Officer and adirector since that time.  Mr. Moore waselected to the additional position of Chairman of the Board in July 2000.  Prior to organizing the Company, Mr. Moorewas employed in commercial banking in Houston, Texas where his responsibilitiesincluded retail and commercial lending and also served for a time as manager offinance and leasing for a Houston auto dealership.

 

*Dr. Roberto Marchesini* became a directorin June 1995, and served as the Treasurer, Secretary and Chief FinancialOfficer of the Company from its inception in 1989 until May 1, 1996, when hisduties were reduced to enable him to resume his teaching pursuits.  He remains a director and also continues toserve the Company as its Vice President - Portfolio Risk Management.  Prior to June 1995 and subsequent to May 1,1996 to present, he has also been employed as a Professor of Finance at theUniversity of Houston, Clear Lake, where he has taught in the areas of finance,economics and accounting since 1974 and has served as the Associate Director ofthe University’s Center for Economic Development and Research.  Dr. Marchesini holds a Ph.D. degree ineconomics conferred by the University of Texas in 1974 and a degree inaccounting received from the Technical Institute of Rome in 1963.

 

*Robert L. Clarke* became a director in June1995, and has been a senior partner of the law firm of Bracewell &Patterson LLP, Houston, Texas since 1992. From 1985 to 1992, he served as the Comptroller of the Currency of theUnited States.  Mr. Clarke also servesas a director of Centex Construction Products, Inc., a publicly-held company.

 

*Walter A. Stockard, Jr.* has been adirector of the Company since 1989 and has been an investor in oil and gasproperties and real estate for more than the past five years.

 

2

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*Seymour M. Jacobs* became a director inNovember 2000 and is the founder and General Partner of JAM Partners, L.P., ahedge fund based in New York City and the managing member of Jacobs AssetManagement LLC, an investment management firm also located in New YorkCity.  Prior to founding these firms,Mr. Jacobs worked as an investment securities analyst from 1983-1995, includingmost recently with Alex. Brown and Sons which served as the lead underwriter ofthe Company’s initial public offering. Mr. Jacobs also serves as a director of Provident Financial Holdings,Inc., a publicly-held holding company for Provident Savings Bank, F.S.B.

 

*John H. Buck* is a retired founding partnerof the Houston law firm of Buck, Keenan and Gage and served as coporate legalcounsel to the Company from 1992 until his retirement in 2001.  Mr. Buck is a graduate of Yale Law School andhas over 31 years experience in general corporate and securities law andcommercial litigation including transactional work in corporate finance andmergers and acquisitions.

 

*Daniel M. Theriault* joined the Board ofDirectors in April 2003.  He currentlyserves as a Senior Portfolio Manager with John A. Levin & Co. based in NewYork. Prior to joining John A. Levin & Co. in 1997, he served as Presidentand Chairman of the Advisory Committee for the T. Rowe Price Financial ServicesFund from its inception in September 1996 through October 1997 and served asVice President and research analyst primarily responsible for analyzing theinsurance and financial services industries from 1995 to 1997.  Previously Mr. Theriault spent five years asa securities analyst, four years in the insurance industry and five years inpublic accounting.  He graduated with aB.S., cum laude from Boston College and holds designations as a Certified**PublicAccountant and as a Chartered Financial Analyst.

 

*Bennie H. Duck* joined us in May 1996 asExecutive Vice President, Secretary, Treasurer and Chief FinancialOfficer.  Mr. Duck was previouslyemployed for ten years by Bank of America in various capacities and mostrecently as a Vice President of Corporate Finance where his responsibilitiesincluded corporate lending and capital market activities for both high yieldand high grade clients.   His previousexperience includes middle market corporate finance and real estateconstruction and development finance.

 

*Nomination of Directors*

 

Given the size andcomposition of the Board, the Board has elected not to have a nominatingcommittee.  As permitted by Nasdaqrules, in lieu of a nominating committee, the Board has determined that acandidate for director nominee, in the event of a vacancy or the establishmentof a new directorship on the board of directors, shall be made to the fullboard of directors for consideration and approval upon the recommendation of noless than a majority of the independent members of the board of directors asdefined in Nasdaq Rule 4200(a)(15).

 

The Board considersdirector candidates that are suggested by members of the board of directors, aswell as management and stockholders. The Board may also retain a third-party search firm to identifycandidates.  The process utilized by theBoard for identifying and evaluating nominees for director, including nomineesrecommended by stockholders, varies as circumstances warrant but may involve(with or without the assistance of a retained search firm), compiling names ofpotentially eligible candidates, conducting background and reference checks,conducting interviews with the candidate and others (as schedules permit),meeting to consider and approve the final candidates and, as appropriate,preparing an analysis with regard to particular recommended candidates.  During the search process, the Boardendeavors to identify director nominees who have the highest personal andprofessional integrity, have demonstrated exceptional ability and judgment,and, together with other director nominees and members, are expected to servethe long term interests of our stockholders and contribute to our overallcorporate goals.

 

The Board will considercandidates recommended for consideration by our stockholders, provided theinformation regarding director candidates recommended by our stockholders issubmitted to the Board in accordance with the requirements of our Bylaws, Rule14a-8 of Regulation 14A under the Securities and Exchange Act of 1934, asamended, and other applicable rules and regulations.  Director candidate recommendation materials are required to besent to our Secretary by writing c/o Corporate Secretary, First InvestorsFinancial Services Group, Inc., 675 Bering, Suite 710, Houston, Texas 77057.  There are no specific minimum qualificationsthat the Board requires to be met by a director nominee recommended for aposition on the board of directors, nor are there any specific qualities orskills that are necessary for one or more of our board of directors to possess,other than as are necessary to meet any requirements under rules andregulations applicable to us. The board of directors considers a potentialcandidate’s experience, areas of expertise, and other factors relative to theoverall composition of the board of directors. When considering nominating existing directors for re-election to theBoard, the Board generally also considers the following criteria: record ofpast attendance at board of directors and committee meetings; ability tocontribute to a positive atmosphere in the board room; absence of any cause forremoval; past contributions in service on the

 

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Board; the value ofmaintaining continuity within the Board; and the nominees’ desire andwillingness to attend future board of directors and committee meetings.

 

### *Code of Conduct*

 

First Investors hasadopted a Code of Business Conduct and Ethics (“Code of Conduct”), whichapplies to the Company’s Chief Executive Officer, Chief Financial Officer andother persons performing similar functions, as well as to the Company’sdirectors and employees.  The Code ofConduct has been filed under Item 15 as an exhibit to this Form 10-K.

 

### *Audit Committee Information*

 

The Audit Committee,which met six times during the past fiscal year, acts as a direct liaisonbetween the Board and our independent auditors, and its functions include theengagement of auditors, reviewing the scope and results of the annual audit andreviewing, as appropriate, our accounting policies, internal controls and financialreporting practices.  The AuditCommittee operates under a written charter approved by the Board ofDirectors.  The Audit Committee iscomposed of three directors, Robert L. Clarke, Chairman, Seymour M. Jacobs andDaniel M. Theriault.   Each member ofthe audit committee meets the membership requirements and is independent asdefined in Rule 4200(a)(14) of the National Association of Securities Dealers,Inc.  The Board of Directors hasdesignated Robert L. Clarke and Daniel M. Theriault as “financial experts” asunder the Sarbanes-Oxley Act of 2002 and the rules of the Securities andExchange Commission thereunder.

 

**ITEM 11.  *EXECUTIVECOMPENSATION***

 

The following table setsforth, for the past three fiscal years, the compensation of our President andChief Executive Officer and Chief Financial Officer.

 
| **Name and  Principal Position** |   | **Annual  Compensation** |   | **Long Term  Securities  Underlying  Options/SARS** |    | **All Other  Compensation(1)** |   |        |
|----------------------------------|--------|--------------------------|--------|-----------------------------------------------------|---------|--------------------------------|--------|--------|
|                                  |
|                                  |
| **Year**                         |   | **Salary**               |   | **Bonus**                                           |    |
|                             |   |                     |   |                                                |    |                           |   |   |   |   |   |   |
| Tommy A. Moore, Jr.              |   | 2002                     |   | $                                                   | 150,000 |                           | $      | -0-    |   | -0- |   | $ | 1,163 |   |   |
| President and Chief              |   | 2003                     |   | $                                                   | 150,000 |                           | $      | -0-    |   | 15,000 | (3) | $ | 1,125 |   |   |
| Executive Officer                |   | 2004                     |   | $                                                   | 210,000 |                           | $      | 26,190 |   | 15,000 | (4) | $ | 1,696 |   |   |
| Bennie H. Duck                   |   | 2002                     |   | $                                                   | 150,000 |                           | $      | 15,000 |   | 30,000 | (2) | $ | 1,092 |   |   |
| Executive Vice President         |   | 2003                     |   | $                                                   | 150,000 |                           | $      | -0-    |   | 10,000 | (3) | $ | 1,125 |   |   |
| and Chief Financial  Officer     |   | 2004                     |   | $                                                   | 190,000 |                           | $      | 15,000 |   | 10,000 | (4) | $ | 1,425 |   |   |

 

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(1)               Reflectsamounts contributed by us as regular matching contributions under our 401(K)Plan.

(2)               Consistsof options under our 1995 Employee Stock Option Plan granted effective August2, 2000 and April 5, 2001 covering 20,000 shares of common stock and 10,000shares of common stock, respectively.

(3)               Consistsof options granted under our 1995 Employee Stock Option Plan effectiveSeptember 11, 2002.

(4)               Consistsof options granted under our 1995 Employee Stock Option Plan effectiveSeptember 10, 2003.

 

**ITEM 12.  *SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT***

*** ***

The following table setsforth certain information regarding beneficial ownership of our common stockand the exercisable portfion of our stock options, as of July 19, 2004, by: (i)each person who is known by us to own beneficially more than 5% of the issuedand outstanding shares of common stock, (ii) each director, and (iii) eachexecutive officer named in the Summary Compensation Table elsewhereherein.  Unless otherwise indicated,each of the persons has sole voting and dispositive power over the shares of commonstock shown as beneficially owned by such person.  

 

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| **Name and Address**                                                                            |   | **Position  With Company**                                     |   | **Amount and  Nature of  Beneficial  Ownership** |   | **Percent of  Class** |   |
|-------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------|--------|--------------------------------------------------|--------|-----------------------|--------|
|                                                                                            |   |                                                           |   |                                             |   |                  |   |
| Tommy A. Moore,  Jr.  675 Bering, Suite 710  Houston, Texas  77057                         |   | Chairman of the  Board, President  and Chief Executive Officer |   | 406,000                                          | (1)    | 8.1                   | %      |
|                                                                                            |   |                                                           |   |                                             |   |                  |   |
| Bennie H. Duck  675 Bering, Suite 710  Houston, Texas  77057                               |   | Executive Vice  President and  Chief Financial Officer         |   | 56,000                                           | (2)    | 1.1                   | %      |
|                                                                                            |   |                                                           |   |                                             |   |                  |   |
| Walter A.  Stockard, Jr.  2001 Kirby, Suite 901  Houston, Texas  77019                     |   | Director                                                       |   | 380,000                                          | (3)    | 7.6                   | %      |
|                                                                                            |   |                                                           |   |                                             |   |                  |   |
| Walter A.  Stockard  2001 Kirby, Suite 901  Houston, Texas  77019                          |   | Director                                                       |   | 95,000                                           | (4)    | 1.9                   | %      |
|                                                                                            |   |                                                           |   |                                             |   |                  |   |
| Roberto  Marchesini  675 Bering, Suite 710  Houston, Texas  77057                          |   | Director and  Vice President –  Portfolio Risk Management |   | 43,000                                           | (5)    | *                     |   |
|                                                                                            |   |                                                           |   |                                             |   |                  |   |
| Robert L. Clarke  711 Louisiana, Suite 2900  Houston, Texas  77002                         |   | Director                                                       |   | 90,000                                           | (6)    | 1.8                   | %      |
|                                                                                            |   |                                                           |   |                                             |   |                  |   |
| Seymour M.  Jacobs  One Fifth Avenue  New York, New York  10003                            |   | Director                                                       |   | 509,900                                          | (7)    | 10.2                  | %      |
|                                                                                            |   |                                                           |   |                                             |   |                  |   |
| John H. Buck  5100 Bank of America Center  700 Louisiana  Houston,  Texas 77002            |   | Director                                                       |   | 20,000                                           | (8)    | *                     |   |
|                                                                                            |   |                                                           |   |                                             |   |                  |   |
| Daniel M.  Theriault  One Rockefeller Plaza, 19th Floor  New York, New York 10020               |   | Director                                                       |   | 287,567                                          | (9)    | 5.7                   | %      |
|                                                                                            |   |                                                           |   |                                             |   |                  |   |
| J. Randal Roberts  15 Sundown Parkway  Austin,  Texas  78746                          |   |                                                           |   | 366,669                                          | (10)   | 7.3                   | %      |
|                                                                                            |   |                                                           |   |                                             |   |                  |   |
| JAM Partners, LP  One Fifth Avenue  New York, New York  10003                              |   |                                                           |   | 429,100                                          | (7)    | 8.6%                  |   |
|                                                                                            |   |                                                           |   |                                             |   |                  |   |
| Dimensional Fund  Advisors  1299 Ocean Avenue, 11th Floor  Santa Monica, California  90401 |   |                                                           |   | 388,500                                          |   | 7.8                   | %      |
|                                                                                            |   |                                                           |   |                                             |   |                  |   |
| Kristene S.  Moore  P.O. Box 460445  Houston, Texas  77056                                 |   |                                                           |   | 400,000                                          |   | 8.0                   | %      |

 

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| **Name and Address**                                           |   | **Position  With Company** |   | **Amount and  Nature of  Beneficial  Ownership** |   | **Percent of  Class** |   |
|----------------------------------------------------------------|--------|----------------------------|--------|--------------------------------------------------|--------|-----------------------|--------|
|                                                           |   |                       |   |                                             |   |                  |   |
| Hot Creek  Ventures I, LP  P.O. Box 3178  Gardnerville, Nevada |   |                       |   | 409,531                                          |   | 8.2                   | %      |
|                                                           |   |                       |   |                                             |   |                  |   |
| All executive  officers and directors  as a group (9 persons)  |   |                       |   | 1,887,467                                        | (11)   | 35.7                  | %      |

 

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*              Less than 1% of theCommon Stock outstanding.

 

(1)    Reflects 400,000 shares heldby Mr. Moore and 6,000 shares representing the currently exercisable portion ofstock options held by Mr. Moore covering 45,000 shares in the aggregate.

(2)    Reflects currently exercisableportion of stock options held by Mr. Duck covering 90,000 shares in theaggregate.

(3)    Consists of 360,000 sharesheld by Mr. Stockard as custodian for two minor children, as to which hedisclaims beneficial ownership; and 20,000 shares representing the currentlyexercisable portion of stock options held by Mr. Stockard covering 60,000shares in the aggregate.

(4)    Includes 20,000 sharesrepresenting the currently exercisable portion of stock options held by Mr.Stockard covering 60,000 shares in the aggregate.

(5)    Reflects the currentlyexercisable portion of stock options held by Dr. Marchesini covering 60,000shares in the aggregate. 

(6)    Reflects 90,000 sharesrepresenting the currently exercisable portion of stock options held by Mr.Clarke covering 130,000 shares in the aggregate.

(7)    Includes 429,100 shares heldby JAM Partners, LP, 30,000 shares held by Mr. Jacobs individually, 30,000shares held by JAM Special Opportunities Fund LP, 800 shares held by otheraffiliated individuals or entities as to which Mr. Jacobs may be deemed to be abeneficial holder and 20,000 shares representing the currently exercisableportion of stock options held by Mr. Jacobs covering 60,000 shares in theaggregate.

(8)    Consists of 20,000 sharesrepresenting the currently exercisable portion of stock options held by Mr.Buck covering 60,000 shares in the aggregate.

(9)    Reflects 50,000 shares held byMr. Theriault individually and 6,667 shares representing the currentlyexercisable portion of stock options held by Mr. Theriault covering 40,000shares in the aggregate.  Also includes202,800 shares held by Palladium Partners LP, and 28,100 shares held byPalladium Offshore, Ltd..  With respectto the Palladium Partners LP shares, Mr. Theriault has a controlling interestin a general partner of Palladium Partners LP and serves as the portfoliomanager of the managing general partner of Palladium Partners LP.  He disclaims beneficial and pecuniaryinterest in a percentage of the shares not represented by his limitedpartnership interest which changes from time to time.  With respect to the Palladium Offshore, Ltd. shares, Mr.Theriault is a non-controlling shareholder of Palladium Offshore, Ltd. andserves as a portfolio manager for the investment advisor to Palladium Offshore,Ltd.  Mr. Theriault disclaims apecuniary interest in these shares and disclaims beneficial ownership of theshares not represented by his ownership percentage in Palladium Offshore, Ltd.

(10)  Includes 20,000 shares held by atrust for a minor child, as to which Mr. Roberts disclaims beneficialownership.Includes 281,667 shares issuable upon the exercise of stock optionsthat are currently exercisable.

(11)  Includes 281,667 shares issuableupon the exercise of stock options that are currently exercisable.

 

**ITEM 13.  *CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS***

 

On December 3, 2001, theCompany entered into an agreement with W.A. Stockard, a member of our Board ofDirectors under which the Company may, from time to time, borrow up to $2.5million.  The proceeds of the borrowingswill be utilized to fund certain private and open market purchases of theCompany’s common stock pursuant to a Stock Repurchase Plan authorized by theBoard of Directors and for general corporate purposes.  Borrowings under the facility bear interestat a fixed rate of 10 percent per annum. The facility is unsecured and expressly subordinated to the Company’ssenior credit facilities. The facility matures on December 3, 2008, but may berepaid at any time unless a default has occurred on one of the Company’s othercredit facilities.  As of July 19, 2004,$0 was outstanding under this facility. Total interest expense incurred under this facility during the fiscalyear ended April 30, 2004, was $67,676.

 

Walter A. Stockard, Jr.is the son of Walter A. Stockard.

 

**ITEM 14.  *PRINCIPALACCOUNTANT FEES AND SERVICES***

 

The following is adescription of fees paid to the Company’s independent auditor or scheduled tobe paid under an engagement agreement for services in fiscal years 2003 and2004.  The final amounts actually paidfor the fiscal year 2004 audit may differ by an immaterial amount based on thefinal hourly billing by the independent auditor. 

 

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|                    |   | **Fiscal  Year 2003** |    | **Fiscal  Year 2004** |   |
|-------------------------|--------|-----------------------|---------|-----------------------|--------|
|                    |   |                  |    |                  |   |
| Audit Fees              |   |                  |    |                  |   |
| Applicable  Fiscal Year |   | $                     | 147,803 |                  | $      | 171,000 |   |
| Prior Periods  (1)      |   | 213,388               |    | 0                     |   |
| Total Audit Fees        |   | $                     | 361,191 |                  | $      | 171,000 |   |
|                    |   |                  |    |                  |   |
| Audit Related  Fees (2) |   | $                     | 24,139  |                  | $      | 25,000 |   |
| Tax Fees                |   | $                     | 0       |                  | $      | 0 |   |
| All Other Fees          |   | $                     | 7,500   | (3)                   | $      | 25,392 | (4) |
|                    |   |                  |    |                  |   |
| Total Fees              |   | $                     | 392,830 |                  | $      | 221,392 |   |

 

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(1)   Reflects fees paid in fiscalyear 2003 for the re-audit of fiscal years 2000 and 2001 previously performedby Arthur Andersen LLP in connection with a restatement of prior periodresults.

(2)   Relates to certain attestationwork performed in connection with the Company’s activities as loan servicer foraffiliated entities and audit research associated with the formation of anacquisition subsidiary.

(3)   Reflects fees paid inconnection with certain consultation work on board compensation and non-employeedirector stock options.

(4)   Reflects fees paid forattestation work for certain financial disclosures in an offering memorandumrelated to the issuance of asset-backed term notes.

 

7

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**SIGNATURES**

 

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|   | FIRST INVESTORS  FINANCIAL SERVICES, INC. |
|--------|-------------------------------------------|
|   |                                      |
|   |                                      |
|   | By:                                       |   | /s/ Bennie H. Duck |
|   |                                      | Bennie H. Duck, Vice  President and  Chief Financial Officer |
|   |                                      |
|   |                                      |
|   | Date:                                     | October 11, 2004 |
|        |                                           |  |  |  |

 

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