Filed Pursuant to Rule 424(B)(3)
Registration Statement No. 333-116806
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus Dated August 13, 2004)
FINANCIAL FEDERAL CORPORATION
$175,000,000
2.0% Convertible Senior Debentures Due 2034
and Shares of Common Stock Issuable upon Conversion of the Debentures
This Prospectus Supplement supplements information contained in the
Prospectus dated August 13, 2004 (the "Prospectus") of Financial Federal
Corporation relating to the potential sales of up to $175,000,000 aggregate
principal amount of Debentures and the Conversion Shares by the Selling
Securityholders. This Prospectus Supplement is not complete without, and may
not be delivered or utilized except in connection with, the Prospectus.
Capitalized terms used herein but not defined have the meanings assigned to
such terms in the Prospectus.
The table below sets forth updated information concerning beneficial
ownership of the Debentures and supplements and amends the table appearing under
"Selling Securityholders" beginning on page 18 of the Prospectus. To the extent
that a Selling Securityholder is listed in the table below and in the table
in the Prospectus, the information set forth below regarding the Selling
Securityholder supersedes the information in the Prospectus. We have
prepared this table based on information given to us by the Selling
Securityholders listed below prior to the date hereof.
NUMBER OF
PRINCIPAL AMOUNT PERCENTAGE OF CONVERSION PERCENTAGE OF
OF DEBENTURES DEBENTURES SHARES THAT COMMON STOCK
NAME THAT MAY BE SOLD OUTSTANDING MAY BE SOLD OUTSTANDING
---- ---------------- ------------- ----------- -------------
Black Diamond Convertible Offshore LDC ......... $2,000,000 1.14% 45,355 *
Black Diamond Offshore Ltd ..................... 1,513,000 * 34,311 *
Double Black Diamond Offshore LDC .............. 8,242,000 4.71 186,910 1.07%
JMG Capital .................................... 9,750,000 5.57 221,108 1.26
JMG Triton Offshore Fund, Ltd. ................. 9,750,000 5.57 221,108 1.26
San Diego County Employee Retirement Association 3,000,000 1.71 68,033 *
Worldwide Transactions Ltd. .................... 245,000 * 5,556 *
Zazove Hedged Convertible Fund, L.P. ........... 2,500,000 1.43 56,695 *
* Less than 1%
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INVESTING IN THE DEBENTURES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 8 OF THE PROSPECTUS.
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We will not receive any of the proceeds from the sale of the Debentures or
the underlying shares of common stock by any of the Selling Securityholders.
The Selling Securityholders may sell the Debentures or common stock either
directly or through underwriters, broker-dealers or agents and in one or more
transactions at market prices prevailing at the time of sale or at negotiated
prices.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE
PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT IS ACCURATE OR ADEQUATE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is September 30, 2004