FIRST FINANCIAL CORP OF WESTERN MARYLAND
8-K, 1996-05-24
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>   1
                       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




                                 May 15, 1996
- - --------------------------------------------------------------------------------
                       (Date of earliest event reported)



                First Financial Corporation of Western Maryland
- - --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                     <C>                                          <C>
Delaware                                        0-19837                                    52-1700036   
- - --------------------------------------------------------------------------------------------------------
(State or other jurisdiction            (Commission File Number)                           (IRS Employer
 of incorporation)                                                                   Identification No.)
</TABLE>


<TABLE>
<S>                                                                                       <C>
118 Baltimore Street, Cumberland, Maryland                                                         21502 
- - --------------------------------------------------------------------------------------------------------
(Address of principal executive offices)                                                      (Zip Code)
</TABLE>


                                (301) 724-3363
- - --------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)


                                Not Applicable
- - --------------------------------------------------------------------------------
             (Former name, former address and former fiscal year,
                        if changed since last report)



                               Page 1 of 4 Pages
                        Exhibit Index appears on Page 2
<PAGE>   2
Item 5.  Other Events

         On May 15, 1996, First Financial Corporation of Western Maryland (the 
"Corporation") announced the declaration of its quarterly dividend and that the
Corporation adopted a plan to repurchase up to five percent of its outstanding
common stock during the next twelve months.  A copy of the press release, dated
May 15, 1996, is attached hereto as Exhibit 99 and is incorporated herein by
reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (a)     Financial Statements of Business Acquired

                 Not applicable.

         (b)     Pro Forma Financial Information

                 Not applicable.

         (c)     Exhibits

                 (99)     Press release dated May 15, 1996.
<PAGE>   3

                                   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 thereunto duly authorized.

                                           FIRST FINANCIAL CORPORATION
                                            OF WESTERN MARYLAND



Date:  May 22, 1996               By:      /s/William C. Marsh         
                                           ----------------------------
                                           William C. Marsh
                                           Executive Vice President and
                                            Chief Financial Officer

<PAGE>   1
                          [FIRST FINANCIAL LETTERHEAD]

                                 PRESS RELEASE

<TABLE>
<S>                                                                                  <C>
Release Date:                                                                        Further Information:

IMMEDIATE RELEASE                                                                    Patrick J. Coyne
                                                                                     Chairman of the Board, President
                                                                                     and Chief Executive Officer

                                                                                     Phone: 301/784-3105

                                                                                              - or -

                                                                                     William C. Marsh
                                                                                     Executive Vice President
                                                                                     Chief Financial Officer

May 15, 1996                                                                         Phone: 301/784-3106
</TABLE>

                FIRST FINANCIAL CORPORATION OF WESTERN MARYLAND
        ANNOUNCES QUARTERLY DIVIDEND AND PLAN TO REPURCHASE COMMON STOCK

Cumberland, Maryland, May 15, 1996 - The Board of Directors of First Financial
Corporation of Western Maryland (Nasdaq: FFWM) on May 15, 1996, declared a cash
dividend of $0.12 per common share for the quarter ending June 30, 1996. The
dividend will be payable on June 28, 1996 to stockholders of record at the
close of business on June 14, 1996. Quarterly dividends have been paid
consecutively by the Corporation since 1992.

The Corporation also announced that the Board of Directors authorized the
repurchase of up to five percent, or approximately 110,000 shares, of the
Corporation's outstanding common stock over the next twelve months.

Repurchases are authorized to be made by the Corporation from time to time in
open-market transactions as, in the opinion of management, market conditions
warrant. The repurchased shares will be held as treasury stock and will be
available for general corporate purposes.

Patrick J. Coyne, Chairman of the Board, President and Chief Executive Officer
of the Corporation stated: "The repurchase program reflects management's belief
that the current price of the Corporation's common stock does not adequately
reflect the Corporation's long-term business and earnings prospects. The use of
our cash must continue to be balanced with other internal and external
investment opportunities while maximizing the use of existing assets and
resources to generate stockholder value. The Corporation is fortunate to have
the financial flexibility that allows it to demonstrate its commitment to and
confidence in its future prospects."

First Financial Corporation of Western Maryland is the holding company for
First Federal Savings Bank of Western Maryland. First Federal Savings Bank of
Western Maryland is a federally chartered, FDIC-insured savings bank which
conducts its business through 11 offices located within the greater Cumberland
area, Hagerstown, Hancock, Frostburg, Oakland and Westernport, Maryland.


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