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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
FIRST FINANCIAL CORP. RI
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
320221104
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(CUSIP Number)
John Sheldon Clark, 430 Park Avenue, Suite 1800,
New York, N.Y. 10022 - 212-319-0881
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 25, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement. [X] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 320221104 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Sheldon Clark
S.S. ####-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER 83,000 shares
SHARES ___________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ___________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 83,000 shares
REPORTING ___________________________________________________________
PERSON WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6%
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14 TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 5 Pages
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement relates
is Common Stock of First Financial Corp. R.I. (the Company). The address of the
principal executive office of the Company is 180 Washington Street, Providence,
Rhode Island 02903.
ITEM 2. IDENTITY AND BACKGROUND.
The name, address and background of the person filing this statement is as
follows:
(a) John Sheldon Clark
(b) Residence address: 6102 East Mockingbird, #622, Dallas, Texas 75214.
(c) Office address: 430 Park Avenue, Suite 1800, New York, N.Y. 10022
(d) Present principal occupation: individual investor.
(e) Report Person, during the last five years, has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The reporting person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds used or to be used in making purchases of securities is
personal funds (and Trust funds); no part of the consideration obtained for the
purpose of acquiring, holding, trading or voting the securities is or will be
borrowed. The total consideration for the 40,500 shares acquired personally to
date by Mr. Clark is $391,625.00. To date, trust funds in the "Trust under the
Will of Charles M. Clark, Jr. for the benefit of Valer C. Austin" were used to
acquire 25,000 shares ($240,000.00) and trust funds in the "Trust under the Will
of Charles M. Clark, Jr. for benefit of John Sheldon Clark" were used to acquire
17,500 shares ($168,750.00).
ITEM 4. PURPOSE OF TRANSACTION.
The acquisition of Common Stock to which this statement relates has been
made for investment. Mr. Clark will continuously evaluate the
Page 4 of 5 Pages
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business, financial conditions and prospects of the Company, as well as
conditions in the economy and the banking industry in general, with a view
toward determining whether to hold, decrease or add to his investment in Common
Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Company has reported 1,261,241 shares issued and outstanding for the
quarter ended September 30, 1996.
(a) (1) Mr. Clark personally owns 40,500 shares of Common Stock.
(a) (2) Mr. Clark is Trustee of a Trust entitled "Trust under the Will of
Charles M. Clark, Jr. for the benefit of Valer C. Austin" and said Trust owns
25,000 shares of Common Stock. As Trustee, he is empowered to buy and sell
shares for this Trust and to vote said shares. However, Mr. Clark does not own
the shares; The Trust owns the shares.
(a) (3) Mr. Clark is Trustee of a Trust entitled "Trust under the Will of
Charles M. Clark, Jr. for the benefit of John Sheldon Clark" and said Trust owns
17,500 shares of Common Stock. As Trustee, he is empowered to buy and sell
shares for this Trust and to vote said shares. However, Mr. Clark does not own
the shares; the Trust owns the shares.
(b) Therefore, Mr. Clark is empowered to vote 83,000 shares.
(c) During the 60 days preceding the filing of this report:
(1) Mr. Clark purchased in his own name:
11/20/96 15,000 shs. $9.625 per sh.
10/23/96 2,500 shs. $9.50 per sh.
10/22/96 3,000 shs. $9.50 per sh.
(2) Trust f/b/o Valer C. Austin purchased:
11/5/96 2,500 shs. $9.50 per sh.
11/1/96 10,000 shs. $9.50 per sh.
10/18/96 2,500 shs. $9.50 per sh.
(3) Trust f/b/o John Sheldon Clark pruchased:
11/5/96 2,500 shs. $9.50 per sh.
10/23/96 2,500 shs. $9.50 per sh.
10/18/96 2,500 shs. $9.50 per sh.
(d) No person other than John Sheldon Clark and the Trust identified above
has any right to receive nor the power to direct the receipt of dividends from
or the proceeds from the sale of the shares of the Common Stock beneficially
owned by Mr. Clark.
(e) Not applicable.
Page 5 of 5 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Clark and any person with respect to any
securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No exhibits
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and correct.
11/25/96 /s/ John Sheldon Clark
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Date John Sheldon Clark
