UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
August 1, 1997
(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
78
8. SHARED VOTING POWER
101,997
9. SOLE DISPOSITIVE POWER
78
10. SHARED DISPOSITIVE POWER
101,997
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
102,075
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)
58.8%
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> 3
AMENDMENT NO. 9
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 proceeding 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 that, as a result of a
Compromise and Settlement Agreement approved by the U.S. Bankruptcy
Court for the Western District of Texas, all non-cash assets in the
bankruptcy estate of David W. Mann were abandoned back to David W.
Mann pursuant to 11 U.S.C. 554. The effect of this abandonment is
to revest title in the non-cash assets to David W. Mann. Thus, title
to one hundred percent (100%) of the outstanding shares of Barclay,
Inc. has revested in David W. Mann. Barclay, Inc. owns 78 shares of
First Financial Corporation common stock.
<PAGE> 4
Item 5. Interest in Securities of the Issuer.
As a result of the dismissal of David W. Mann's bankruptcy, David
W. Mann is the beneficial owner of 102,075 shares of common stock of
First Financial Corporation, or 58.8% of the outstanding shares,
calculated in accordance with the Rule 13d-3(d)(1). David W. Mann
exercises sole voting and sole dispositive power over 78 of the shares
beneficially owned and exercises shared voting and shared dispositive
power over 101,997 of the shares beneficially owned.
David W. Mann, as the owner of one hundred percent (100%) of the
outstanding stock of Barclay, Inc., has sole voting and sole
dispositive power over the 78 shares of First Financial stock held by
Barclay, Inc.
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.
<PAGE> 5
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 business address
is 800 Washington Avenue, Waco, Texas 76701, Chairman of the Board of
Citizens State Bank, Woodville, Texas, whose mailing 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
proceeding 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 Corporation 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.
<PAGE> 6
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 dismissal of David W. Mann's
bankruptcy, the limited partnership interest in First Financial
Holdings, Ltd. which had previously transferred to the bankruptcy
trustee has now revested in David W. Mann. 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 First 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: October 31, 1997
/s/ David W. Mann
________________________
David W. Mann
