UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
First Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
0-5559
(CUSIP Number)
Robert A. Mann, P.O. Box 8436, Waco, TX 76714-8436 (254) 757-2424
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 26, 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.
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 5 Pages
1. NAME OF REPORTING PERSON
S. S. OR I. R. S. IDENTIFICATION NO. OF ABOVE PERSON
Robert A. Mann SS No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF 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)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
101,997
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
101,997
10. SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,997
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.77%
14 TYPE OF REPORTING PERSON*
IN
*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>
AMENDMENT NO. 5
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.
Robert A. Mann is an individual whose business address is 800
Washington Avenue, Waco, Texas 76701. 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. Robert A. Mann has not during the last five years
been convicted in a 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. Robert A. Mann
is a citizen of the United States of America.
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 on December
26, 1997, Robert A. Mann became the successor Trustee to the
David W. Mann 1990 Trust (the "Trust") as a result of the
resignation of David W. Mann as Trustee.
Item 5. Interest in Securities of the Issuer.
Robert A. Mann is the beneficial owner of 101,997 shares of
First Financial common stock, or 58.77% of the outstanding
shares, calculated in accordance with Rule 13d-3(d)(1), and
exercises sole voting and investment power over all of the shares
beneficially owned.
<PAGE>
9,255 shares of the First Financial common stock beneficially
owned by Robert A. Mann are owned by Bluebonnet Investments, Ltd.
("Bluebonnet Investments"), a Texas limited partnership. The
general partners of Bluebonnet Investments are Robert A. Mann and
Bluebonnet Enterprises, Inc. ("Bluebonnet Enterprises"), a Texas
corporation owned by the Trust. Robert A. Mann is the Chairman
of the Board, President and Director of Bluebonnet Enterprises,
and thus, Robert A. Mann, in his capacity as an officer and
director of Bluebonnet Enterprises, exercises voting power and
investment power with respect to the 9,255 shares of First
Financial owned by Bluebonnet Investments. David W. Mann
previously shared with Robert A. Mann voting and investment power
with respect to said 9,255 shares because he voted, as Trustee of
the Trust, the stock of Bluebonnet Enterprises. 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.
92,742 shares of the First Financial common stock
beneficially owned by Robert A. Mann are owned by First Financial
Holdings, Ltd. ("First Financial Holdings"), a Texas limited
partnership. The general partner of First Financial Holdings is
FFC Holdings, Inc. ("FFC Holdings"), a Texas corporation owned by
the Trust. Robert A. Mann is the Chairman of the Board,
President and Director of FFC Holdings. FFC Holdings, as the
general partner of First Financial Holdings, exercises sole
voting and sole investment power with respect to these 92,742
shares of First Financial. David W. Mann previously shared with
Robert A. Mann voting and investment power with respect to the
92,742 shares owned by First Financial Holdings because he voted,
as Trustee of the Trust, the stock of FFC Holdings. 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 92,742
shares.
Except as set forth herein, Robert A. Mann has 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 Securities of the 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
<PAGE>
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 could be 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, in his
capacity as an officer and director of Bluebonnet Enterprises and
in his capacity as Trustee of the Trust which is the sole
stockholder of Bluebonnet Enterprises, exercises sole voting
power and investment power with respect to the 9,255 shares of
First Financial stock owned by Bluebonnet Investments.
Under the terms of the partnership agreement of First
Financial Holdings, the general partner has sole voting and
investment power with respect to the 92,742 shares of First
Financial stock owned by First Financial Holdings; thus, FFC
Holdings, as the sole general partner, has sole voting and sole
investment power over such 92,742 shares. Therefore, Robert A.
Mann, in his capacity as an officer and director of FFC Holdings
and in his capacity as Trustee of the Trust which is the sole
stockholder of FFC Holdings, exercises sole voting and investment
power over the 92,742 shares of First Financial stock owned by
First Financial Holdings.
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: January 27, 1998
/s/ Robert A. Mann
Robert A. Mann
