SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 26, 1997
Exact name of registrant as specified in its charter:
First Financial Corporation
State or other jurisdiction of incorporation: Texas
Commission File Number: 0-5559
IRS Employer Identification No.: 74-1502313
Address of principal executive offices:
800 Washington Avenue, Waco, Texas 76703
Registrant's telephone number, including area code: (254) 757-2424
Former name or former address, if changed since last report: N\A
Item 1 Changes in Control of Registrant
On December 26, 1997, David W. Mann resigned as Trustee of the
David W. Mann 1990 Trust (the "Trust") and Robert A. Mann became the
successor Trustee. No consideration was paid with respect to said
resignation.
The Trust is the sole shareholder of FFC Holdings, Inc. ("FFCH"),
which is the sole general partner of First Financial Holdings, Ltd.
("Holdings"). Holdings owns 92,742 shares, constituting 53.44 percent,
of the outstanding common stock of First Financial Corporation (the
"Company"), which is voted by its general partner, FFCH. David W. Mann
previously shared with Robert A. Mann voting and investment power with
respect to the 92,742 shares of Company stock owned by Holdings because
he voted, as Trustee of the Trust, the stock of FFCH. Robert A. Mann is
the President and sole director of FFCH. As a result of the resignation
of David W. Mann and the succession of Robert A. Mann as Trustee of the
Trust, Robert A. Mann now has sole voting and investment power with
respect to said 92,742 shares of Company common stock.
The Trust is also the sole shareholder of Bluebonnet Enterprises,
Inc. ("BEI"), which is a general partner, along with Robert A. Mann, of
Bluebonnet Investments, Ltd. ("BIL"). BIL owns 9,255 shares, constituting
5.33 percent, of the outstanding common stock of the Company.
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BIL's partnership agreement provides that the general partners have the
sole management rights in partnership affairs, including the voting of
securities owned by the partnership, but the agreement further provides
that so long as Robert A. Mann is acting as the individual general
partner, he shall no right to vote or determine not to vote shares of
stock of a "controlled corporation" as that term is defined in Section
2076 of the Internal Revenue Code and applicable regulations. This
provision is interpreted by BIL to mean that Robert A. Mann, in his
individual capacity, has no voting power with respect to the 9,255
shares of the Company owned by BIL. However, Robert A. Mann is also the
Chairman of the Board, President and sole director of BEI and, thus, in
his capacity as an officer and director of BEI, exercises voting power
and investment power with respect to the 9,255 shares of Company stock
owned by BIL. David W. Mann previously shared with Robert A. Mann
voting and investment power with respect to the 9,255 shares of Company
stock owned by BIL because he voted, as Trustee of the Trust, the stock
of BEI. However, as a result of the resignation of David W. Mann and
the succession of Robert A. Mann as Trustee of the Trust, Robert A. Mann
now has sole voting and investment power with respect to said 9,255
shares of Company common stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
FIRST FINANCIAL CORPORATION
By: /s/ Annie Laurie Miller,
Executive Vice President and
Chief Financial Officer
Date: January 12, 1998
