UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
First Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
0-5559
(CUSIP Number)
David W. Mann, P.O. Box 8436, Waco, TX 76714, (817)757-2424
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 19, 1996
(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.--NOT APPLICABLE.
Check the following box if a fee is being paid with the
statement. NO FEE BEING PAID. (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).
<PAGE>
SCHEDULE 13D
CUSIP No. 0-5559 Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S. S. OR I. R. S. IDENTIFICATION NO. OF ABOVE PERSON
David W. Mann SS # ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not a member of a group.
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
Not required.
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
101,997
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
101,997
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,997
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
Not applicable.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.77%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDES BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDES EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
AMENDMENT NO. 8
SCHEDULE 13D
Item 1. Security and Issuer.
The class of securities to which this statement relates is the
common stock of First Financial Corporation, a Texas corporation
("First Financial") whose principal executive offices are located
at 800 Washington Avenue, Waco, Texas 76701.
Item 2. Identity and Background.
David W. Mann is an individual whose business address is 800
Washington Avenue, Waco, Texas 76701. Mr. Mann's principal
occupation is President of First Financial, whose address is 800
Washington Avenue, Waco, Texas 76701; President of First
Preference Mortgage Corp., whose address is 800 Washington
Avenue, Waco, Texas 76701; and President, Citizens State Bank,
Woodville, Texas, whose address is P. O. Box 109, Woodville,
Texas 75979. Mr. Mann is also an officer and director of certain
insurance agencies and companies and holds positions with
numerous other entities. Mr. Mann has not during the last five
years been convicted in any criminal proceedings and has not been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in any 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. Mr. Mann is
a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The purpose of this amendment is to report the filing by Mr. Mann
of Chapter 7 bankruptcy on June 19, 1996. It is uncertain what
effect this bankruptcy filing may have on certain employee stock
options held by Mr. Mann on 10,910 shares of First Financial
common stock (the "Options"), which options were previously
reported as expired. This bankruptcy filing may prevent the
expiration of the Options. Henry W. Seals, the Chapter 7
Bankruptcy Trustee for David W. Mann, may have the right to
exercise the Options. This is unknown at this time.
Alternatively, it is possible that the options have expired.
In addition, the purpose of this amendment is to report the
decrease in the number of shares of First Financial stock
beneficially owned by David W. Mann indirectly through Barclay,
Inc. Barclay, Inc. holds 78 shares of First Financial stock.
Prior to his filing bankruptcy on June 19, 1996, David W. Mann
owned one hundred percent (100%) of the outstanding stock of
Barclay, Inc., and, thus, had sole voting and sole dispositive
power over the 78 shares of First Financial stock held by
Barclay, Inc. As a result of the bankruptcy filing, the Chapter
7 Bankruptcy Trustee now holds one hundred percent (100%) of the
outstanding stock of Barclay, Inc. Consequently, David W. Mann
no longer exercises voting or dispositive power over said 78
shares.
Item 5. Interest in Securities of the Issuer.
Exclusive on the employee stock options on 10,910 shares of First
Financial common stock and the 78 shares of First Financial
common stock owned by Barclay, Inc., David W. Mann is the
beneficial owner of 101,997 shares of common stock of First
Financial, or 58.77% of the outstanding shares, calculated in
accordance with Rule 13d-3(d)(1), and exercises shared voting and
shared dispositive power over all the shares beneficially owned.
David W. Mann, as Trustee and a beneficiary of the David W. Mann
1990 Trust, exercises shared voting and shared dispositive power
over 92,742 shares of common stock directly owned by First
Financial Holdings, Ltd. The David W. Mann 1990 Trust owns one
hundred percent (100%) of the outstanding shares of FFC Holdings,
Inc., a Texas corporation. FFC Holdings, Inc. owns a 0.5%
interest as a general partner in First Financial Holdings, Ltd.,
a Texas limited partnership, in which FFC Holdings, Inc., as the
general partner, has the exclusive right to manage the operations
and affairs of the partnership, including voting of any
securities owned by the partnership. First Financial Holdings,
Ltd. is the owner and holder of 92,742 shares of common stock of
First Financial, or 53.44% of the outstanding shares of common
stock of First Financial. Consequently, FFC Holdings, Inc., as
the general partner of First Financial Holdings, Ltd., exercises
sole voting and investment power over the 92,742 shares of common
stock owned by First Financial Holdings, Ltd. Robert A. Mann is
the Chairman of the Board, President and sole director of FFC
Holdings, Inc. and, as such, exercises some control with respect
to the voting and disposition of said 92,742 shares. Thus, David
W. Mann, as the Trustee and a beneficiary of the David W. Mann
1990 Trust, which owns all the outstanding shares of FFC
Holdings, Inc., currently has shared voting and shared investment
power (with Robert A. Mann) with respect to said 92,742 shares.
9,255 shares of the First Financial common stock beneficially
owned by David W. Mann are owned by Bluebonnet Investments, Ltd.,
a Texas limited partnership ("Bluebonnet Investments"). The
David W. Mann 1990 Trust owns one hundred percent (100%) of the
outstanding shares of Bluebonnet Enterprises, Inc., a Texas
corporation ("Bluebonnet Enterprises"), the corporate general
partner of Bluebonnet Investments. Robert A. Mann is currently
the Chairman of the Board, President and sole director of
Bluebonnet Enterprises, and, as such, exercises some control over
the voting and disposition of said 9,255 shares owned by
Bluebonnet Investments. Robert A. Mann is also an individual
general partner in Bluebonnet Investments. Consequently, David
W. Mann, as the Trustee and a beneficiary of the David W. Mann
1990 Trust, exercises shared voting and shared investment power
(with Robert A. Mann) over the 9,255 shares of First Financial
common stock owned by Bluebonnet Investments.
Robert A. Mann is an individual whose business address is 800
Washington Avenue, Waco, Texas 76701. Mr. Robert A. Mann's
principal occupation is Chairman of the Board of First
Financial, whose address is 800 Washington Avenue, Waco, Texas
76701; Chairman of the Board of First Preference Mortgage Corp.,
whose address is 800 Washington Avenue, Waco, Texas 76701;
Chairman of the Board of Citizens State Bank, Woodville, Texas,
whose address is P. O. Box 109, Woodville, Texas 75979, and
serving as an officer and director of certain insurance agencies
and companies. Mr.Robert A. Mann has not during the last five
years been convicted in any criminal proceedings and has not been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in any 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. Mr. Robert
A. Mann is a United States citizen.
Except as set forth herein, David W. Mann and Robert A. Mann have
not engaged in any transactions involving the common stock of
First Financial during the last sixty (60) days.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to the Securities of Issuer.
The limited partnership agreement of Bluebonnet Investments, by
and among Robert A. Mann and Bluebonnet Enterprises, as general
partners, and Mann Investment Company, Mann Group Investment
Company, Central Texas Broadcasting Co., Ltd. and Robert A.
Mann, as limited partners, presently gives Robert A. Mann and
Bluebonnet Enterprises, as general partners, exclusive authority
to manage the operations and affairs of Bluebonnet Investments
(subject to certain restrictions set forth in the partnership
agreement) including voting of securities owned by Bluebonnet
Investments. The partnership agreement further provides that so
long as Robert A. Mann is acting as the individual general
partner, he shall have no right to vote or determine not to vote
the shares of stock of a "controlled corporation" as that term is
defined in Section 2036 of the Internal Revenue Code and
applicable regulations. This provision is interpreted by the
partnership to mean that Robert A. Mann, in his individual
capacity, currently has shared investment power but exercises no
voting power over the 9,255 shares of First Financial stock owned
by Bluebonnet Investments. However, Robert A. Mann, through
Bluebonnet Enterprises in his capacity as an officer and
director, exercises shared voting power and shared investment
power with respect to the 9,255 shares of First Financial owned
by Bluebonnet Investments.
First Financial Holdings, Ltd., is a Texas limited partnership,
the general partner of which is FFC Holdings, Inc. Mary Hyden
Mann Hunter and Allen Barclay Mann are limited partners of First
Financial Holdings, Ltd. As a result of the filing of Chapter 7
Bankruptcy by David W. Mann, Henry W. Seals, the Chapter 7
Bankruptcy Trustee for David W. Mann, is the assignee of a
limited partnership interest in First Financial Holdings, Ltd.
Under the terms of the partnership agreement of First Financial
Holdings, Ltd., the general partners have sole voting and sole
investment power with respect to the 92,742 shares of First
Financial stock owned by Financial Holdings, Ltd.; thus, FFC
Holdings, Inc., as the sole remaining general partner, has sole
voting and sole investment power over said 92,742 shares.
Item 7. Material to be Filed as Exhibits.
Not applicable.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: June 23, 1997
/s/ David W. Mann
_______________________________________
David W. Mann
