FIRST FINANCIAL CORP /TX/
NT 10-K, 1998-03-31
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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PART I    REGISTRANT INFORMATION

          U. S. SECURITIES AND EXCHANGE COMMISSION
                              
                        FORM NT 10-K

For year ended December 31, 1997
Commission file number 0-5559

                 First Financial Corporation
    Exact name of registrant as specified in its charter)
                              
            Texas                       74-1502313
(State or other jurisdiction of    (I. R. S. Employer
incorporation or organization)       Identification)

800 Washington Avenue, Waco, Texas        76701
(Address of principal execute offices)  (Zip Code)

Registrant's telephone number, including area code (254)757-2424

PART II   RULES 12b-25(b) AND (c)

(a)  The reasons described in reasonable detail in Part III
     of this form could not be eliminated without
     unreasonable effort or expense;

(b)  The subject annual report will be filed on or before
     the fifteenth calendar day following the prescribed due
     date.

(c)  The accountant's statement required by Rule 12b-25(c)
     has been included.

PART III  NARRATIVE

The Registrant is unable to timely file its Form 10-KSB for
the period ended December 31, 1997, because the auditors
have not completed the audited financial statements of the
Registrant and are unable to complete such financial
statements without unreasonable effort and expense.  The
Registrant was unable to obtain certain information related
to contingencies in a timely manner and additional time is
required to determine their impact on the Registrant's
financial statements and required disclosures.

The Company will reflect net income for 1997 of
approximately $301,000 compared to net income of $226,823
for 1996.  In general, the 1997 income is due to the
Company's negative provision for losses under manufactured
home servicing agreements as a result of the continued
decrease in the amount of loans serviced under these
agreements and the Company's belief that its exposure to
potential losses has declined. The Company's results of
operations include the Company's share of the net income Key
Group, LTD., which amounted approximately to $116,000
compared to a net loss of $(90,393) in 1996.


PATTILLO, BROWN, & HILL, L.L.P.

First Financial Corporation and Subsidiaries
Waco, Texas

Pursuant to Rule 12B-25 of the General Rules and Regulations
under Securities and Exchange Act of 1934, we inform you
that we have been furnished a copy of Form 12B-25 to be
filed by First Financial Corporation and Subsidiaries (FFC)
on or about March 27, 1998, which contains notification of
the registrant's inability to file its Form 10-KSB by March
31, 1998.  We have read FFC's statements contained in Part
III therein and we agree with the stated reason as to why we
have been unable to complete our audit and report on the
financial statements for the year ended December 31, 1997 to
be included in the Form 10-KSB.

         /s/ Pattillo Brown & Hill LLP
signed:  Pattillo Brown & Hill LLP
         March 27, 1998
         Waco, Texas

PART IV   OTHER INFORMATION

(1)  Name and telephone number of person to contact in
     regard to this notification
     Robert L. Harris    (254) 757-2424

(2)  Have all other periodic reports under Section 13 or
     15(d) of the Securities Exchange Act of 1934 or Section
     30 of the Investment Company Act of 1940 during the
     preceding 12 months (or for such shorter period that
     the registrant was required to file such reports) been
     filed?  If answer is no, identify report(s).

     Yes.

(3)  Is it anticipated that any significant change in
     results of operations from the corresponding period for
     the last fiscal year will be reflected by the earnings
     statements to be included in the subject report or
     portion thereof?

     Yes.

     If so, attach an explanation of the anticipated change,
     both narratively and quantitatively, and, if
     appropriate, state the reasons why a reasonable
     estimate of the results can not be made.
     See Narrative Section.
     
     First Financial Corporation has caused this
     notification to be signed on its behalf by the
     undersigned thereunto duly authorized.
     
                                     /s/ Annie Laurie Miller
     Date:  March 27, 1998        By:Annie Laurie Miller
     Executive Vice President







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