<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 14)
First Financial Corporation of Western Maryland
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 Par Value Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
320226103
------------------------------------------------------
(CUSIP Number)
Seymour Holtzman
100 N. Wilkes-Barre Boulevard
Wilkes-Barre, PA 18702
(717) 822-6277
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 28, 1996
------------------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (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> 2
SCHEDULE 13D
CUSIP No. 320226103 Page 2 of 11 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Seymour Holtzman
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
Not Applicable
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.
---------------------------------------------------------------------
(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 175,325
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
175,325 (See Item 5)
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
175,325
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.1%
---------------------------------------------------------------------
(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> 3
SCHEDULE 13D
CUSIP No. 320226103 Page 3 of 11 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Evelyn Holtzman
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
Not Applicable
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
U.S.
---------------------------------------------------------------------
(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 170,825
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
170,825
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
170,825
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
7.9%
---------------------------------------------------------------------
(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> 4
SCHEDULE 13D
CUSIP No. 320226103 Page 4 of 11 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Jewelcor Management & Consulting, Inc.
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
WC, OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
Not Applicable
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Nevada, United States
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 44,350
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0-
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 44,350
--------------------------------------------------------
(10) Shared Dispositive Power
-0-
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
44,350
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
2.0%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
*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> 5
SCHEDULE 13D
CUSIP No. 320226103 Page 5 of 11 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Custodial Account f/b/o Chelsea Holtzman
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF, OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
Not Applicable
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 1,500
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0-
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 1,500
--------------------------------------------------------
(10) Shared Dispositive Power
-0-
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,500
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
.1%
---------------------------------------------------------------------
(14) Type of Reporting Person*
OO
---------------------------------------------------------------------
*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> 6
SCHEDULE 13D
CUSIP No. 320226103 Page 6 of 11 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Allison Holtzman
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF, OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
Not Applicable
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 3,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0-
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 3,000
--------------------------------------------------------
(10) Shared Dispositive Power
-0-
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,00
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
.1%
---------------------------------------------------------------------
(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> 7
SCHEDULE 13D
CUSIP No. 320226103 Page 7 of 11 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Steven Holtzman
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF, OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
Not Applicable
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
---------------------------------------------------------------------
(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 3,000
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
3,000
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,000
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
.1%
---------------------------------------------------------------------
(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> 8
PAGE 8 OF 11
ITEM 1. SECURITY AND ISSUER
No Amendment.
ITEM 2. IS HEREBY AMENDED TO ADD THE FOLLOWING PARAGRAPHS:
During the last five years, Steven Holtzman, Allison Holtzman
and Jewelcor Management & Consulting, Inc. ("JM&C") have not been
convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors). Additionally, JM&C has not been a party to a
civil proceeding of a judicially or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
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.
ITEM 3. IS HEREBY AMENDED TO ADD THE FOLLOWING PARAGRAPH:
On May 5, 1995, 3,000 shares of the Company's Common Stock
held in a Custodial Account f/b/o Steven Holtzman were transferred
into a joint account in the name of Seymour Holtzman and Steven
Holtzman. On February 9, 1994, 3,000 shares of the Company's Common
Stock were transferred from the AH Trust f/b/o Allison Holtzman into
an individual account in the name of Allison Holtzman.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons each acquired their respective shares of
the Company's Common Stock for the purpose of investment. The
Reporting Persons are each evaluating, and expect to continue to
evaluate, their respective perceptions of their investment's
potential, the Company's business prospects and financial position,
the price level of the Common Stock, and opportunities to acquire or
dispose of Common Stock or realize trading profits. The Reporting
Persons may in the future take such actions with respect to such
holdings in the Company as each deems appropriate in light of the
circumstances existing from time to time. In addition, the Reporting
Persons, jointly or individually, may either dispose of any or all
securities of the Company, or purchase additional Common Stock, in any
manner permitted by applicable securities laws.
The Reporting Persons believe that the per share value of the
Company's Common Stock is not adequately reflected in the current
market price of the Company's Common Stock and that the Company should
consider taking steps to realize the inherent value of its franchise
in a manner designed to maximize shareholder value.
As part of their continuing efforts to assess the value of its
investment in the Company, the Reporting Persons may and have
communicated with, among others, the Company's management, its Board
of Directors, and other stockholders of the Company, in manners
permitted by applicable securities laws. In addition, the Reporting
Persons reserve the right to exercise any and all of their respective
rights as stockholders of the Company in a manner consistent with
their equity interests.
In connection with the 1996 Annual Meeting of Stockholders of
the Company, Seymour Holtzman intends to nominate the following
individuals to serve as directors for the three year term expiring
1999: Seymour Holtzman, Janet I. Kemmet, John D. Schartiger and David
L. Tressler (the "Nominees"). Such nominations pertain to the 1996
Annual Meeting of the Company to be held on October 24, 1996 (the
"Annual Meeting"). Mr. Holtzman intends to commence solicitation of
proxies in favor of the Nominees and in opposition to the slate of
nominees proposed by the Company as soon as is permitted by the rules
of the Securities and Exchange Commission (the "Commission") and has
filed a preliminary proxy statement with the Commission pursuant to
Regulation 14A of the Securities and Exchange Act of 1934, as amended.
Mr. Holtzman intends to vote for the Nominees and against the
Company's proposed slate of directors. Mr. Holtzman does not seek
control of the Company.
Background information on each of these individuals, which
will be provided to the Company in accordance with the Company's
bylaws, is as follows:
MR. HOLTZMAN. Since 1990, Mr. Holtzman has served as the
Chairman and Chief Executive Officer of each of the following
companies: Jewelcor Management & Consulting, Inc., a management and
consulting firm in Wilkes-Barre, Pennsylvania; C.D. Peacock, Inc., a
jewelry company based
<PAGE> 9
PAGE 9 OF 11
in Chicago; Central European Capital Investors, Inc., an investment
company operating in eastern Europe; and S.A. Peck & Co., a mail order
jewelry company based in Chicago, Illinois. Mr. Holtzman has over 30
years of management experience, and has been featured in a number of
national business publications, including Forbes, Business Week, The
Wall Street Journal, and The New York Times. Mr. Holtzman has been an
investor in the banking and thrift industry since 1972, and his
actions in defense of stockholder rights have been chronicled in The
American Banker, The Washington Post, and SNL Securities Monthly
Market Report. A philanthropist, Mr. Holtzman was named "Man of the
Year" by the Cardinal Cushing School and Training Center in Boston,
Massachusetts in 1987.
MS. KEMMET. Since 1992, Ms. Kemmet has served as the
President of Happenstance, Inc., d/b/a Pennywhistle's, a restaurant
and catering business located in Cumberland, Maryland. Ms. Kemmet
served as Vice President and Director of Marketing for First Federal
Savings Bank of Western Maryland ("First Federal"), a subsidiary of
the Company, from 1988 to 1995. During her tenure with First Federal,
Ms. Kemmet was responsible for investor relations and a member of
First Federal's Asset/Liability Committee. Ms. Kemmet served as
Assistant Director of Marketing and Director of Employee Training for
Hagerstown Trust Company, a commercial banking company, from 1980 to
1988. Ms. Kemmet is a member of the Downtown Development Commission
for Cumberland, Maryland, and a past Director of the Cumberland
Theater Board. She currently serves as a member of its Executive
Committee. From 1994 to the present, Ms. Kemmet has served as a
Director for Cumberland Neighborhood Housing Services, and from 1993
to the present, has served on the Allegany County Economic Development
Enterprise Zone Board. Ms. Kemmet is also a member (and was a past
director) of the Cumberland Rotary Club.
MR. SCHARTIGER. Mr. Schartiger was an employee with the
Company for 38 years. Mr. Schartiger began his employment with the
Company in June, 1955, in the Accounting and Mortgage Closing
Departments. From 1963 to 1977, he served as Branch Manager of the
Company's Braddock Square office. In 1977, Mr. Schartiger returned to
the main office and was promoted to Manager of the Savings Department
and Company Secretary. In 1978, Mr. Schartiger was appointed Vice
President of the Company, and, in 1982, he was appointed Senior Vice
President. As Senior Vice President, Mr. Schartiger held the third
highest ranking executive position at the Company, responsible for all
aspects of growing the deposit base of the Company, day-to-day
operations at the Company's branch offices, and bank regulatory
matters. Mr. Schartiger retired from the Company on December 31,
1992, however, he was asked by the Company to return as a part-time
employee from January through June 1993 to assist in opening a new
branch office. Mr. Schartiger is a past Master of Potomac Lodge 100
where he also served as its Treasurer. He is a member of the Scottish
Rite and a member of the Allighan Shrine Club where he previously
served as Treasurer. Mr. Schartiger served on the Board of Directors
of Big Brothers/Big Sisters from 1986 to 1993. H is currently a
member of the Cumberland Moose Lodge and the Cumberland Eagles. Mr.
Schartiger is also a member of St. Paul's Lutheran Church where he
serves on the Permanent Endowment Committee.
MR. TRESSLER. Since January, 1996, Mr. Tressler has been the
Executive Director of the Northeastern Pennsylvania Physicians
Organization (NEPPO), a trade association based in Pennsylvania. From
1991 to 1995, Mr. Tressler served as the Executive Director of the
University of Scranton (Pennsylvania) Center For Public Initiatives,
and from 1981 to the present, he has served as a Director of the
Pennsylvania Power and Light Company (now the Pennsylvania Resource
Company), a publicly traded power company listed on the New York Stock
Exchange. Mr. Tressler served as the Chairman and Chief Executive
Officer ("CEO") of the Northeastern Bank of Pennsylvania from 1980 to
1991, and as the Vice- Chairman and a member of the Board of Directors
of PNC Financial Corp., a financial services company, from 1985 to
1995. From 1991 to 1996, Mr. Tressler served as the President and CEO
of the Northeastern Regional Cancer Institute, a cancer research
center, and as the President of the Northeastern Pennsylvania
Technology Council, a non-profit trade association. From 1990 to the
present, Mr. Tressler has served as the Director of PHICO Insurance
Company, and served as a Director of Mercy Hospital of Scranton,
Pennsylvania, from 1980 to 1995. Mr. Tressler is a member of the
Pennsylvania Council on Economic Education. For the last fourteen
years, Mr. Tressler has been a member and Director of the of the
Pennsylvania Industrial Development Authority. In 1996, Mr. Tressler
was elected to Penn State University, Worthington Scranton Advisory
Board.
Except as set forth above, as of the date of this Schedule,
none of the Reporting Persons has any plans or proposals that would
result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Rule 13 D-101.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended by deleting the existing paragraph of
subsection (a) thereof in its entirety and inserting the following as
the new subsection (a) in substitution thereof:
<PAGE> 10
PAGE 10 OF 11
(a) As of August 28, 1996, the Reporting Persons
beneficially owned an aggregate of 178,325 shares of Common Stock,
constituting 8.19% of the outstanding shares of Common Stock of the
Company, based on the number of outstanding shares reported in the a
press release, dated August 1, 1996, issued by the Company, an excerpt
of which is attached hereto as Exhibit 1.
Notwithstanding that Mr. Holtzman disclaims beneficial
ownership of the shares of Common Stock owned by the other Reporting
Persons, Mr. Holtzman may be deemed the beneficial owner of all
175,325 shares of the Common Stock (8.05% of the outstanding shares of
the Company's Common Stock, based on the number of outstanding (shares
reported in a press release, dated August 1, 1996, issued by the
Company, an excerpt of which is attached hereto as Exhibit 1) owned by
the Reporting Persons, including the 1,500 shares of Common Stock
(.07% of the outstanding shares of the Company's Common Stock reported
in a press release, dated August 1, 1996, issued by the Company, an
excerpt of which is attached hereto as Exhibit 1) owned by the
Custodial Account f/b/o Chelsea Holtzman of which Mrs. Holtzman is the
custodian and the 3,000 shares of Common Stock (.14% of the
outstanding shares of the Company's Common Stock, based on the number
of outstanding shares reported in a press release, dated August 1,
1996, issued by the Company, an excerpt of which is attached hereto as
Exhibit 1) held jointly by Mr. Holtzman and Steven Holtzman. In this
regard, the shares of Common Stock reported as being owned by Mr.
Holtzman on the applicable cover page of this Schedule 13 D are
presently being held in joint accounts. To the extent that shares of
Common Stock are held in such joint accounts, excluding those shares
that are held in a joint account with Steven Holtzman, Mr. Holtzman
shares voting and dispositive power with respect to such shares with
Mrs. Holtzman.
As of August 28, 1996, Mr. Holtzman and his son, Steven
Holtzman, jointly and beneficially owned an aggregate of 3,000 shares
of the Company's Common Stock (.14% of the outstanding shares of the
Company's Common Stock, based on the number of outstanding shares
reported in a press release, dated August 1, 1996, issued by the
Company, an excerpt of which is attached hereto as Exhibit 1). These
shares were previously held in a Custodial Account f/b/o Steven
Holtzman and subsequently transferred into a joint account in both of
their names on May 5, 1995. Mr. Holtzman shares voting and
dispositive power with respect to such shares with Steven Holtzman.
As of August 28, 1996, Allison Holtzman, the daughter of Mr &
Mrs. Holtzman, beneficially owned an aggregate of 3,000 shares of the
Company's Common Stock (.14% of the outstanding shares of the
Company's Common Stock, based on the number of outstanding shares
reported in a press release, dated August 1, 1996, issued by the
Company, an excerpt of which is attached hereto as Exhibit 1). These
shares were previously held in a Custodial Account f/b/o Allison
Holtzman and were subsequently transferred into an individual account
in her name on February 9, 1994. Mr. Holtzman disclaims beneficial
ownership of these shares of Common Stock.
As of August 28, 1996, "JM&C" beneficially owned an aggregate
of 44,350 shares of Common Stock (2.04% of the outstanding shares of
the Company's Common Stock, based on the number of outstanding shares
reported in a press release, dated August 1, 1996, issued by the
Company, an excerpt of which is attached hereto as Exhibit 1). Mr. &
Mrs. Holtzman are the majority shareholders of JM&C, and, therefore,
may be deemed the beneficial owners of the shares of Common Stock
being covered by this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described in this Schedule 13D, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Person and any other person with
respect to the securities of the Company, including, but not limited
to, transfer or voting of any of the securities of the Company,
finder's fees, joint venture, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
ITEM 7. Is hereby amended to add the following:
Exhibit 1. Excerpt from press release issued by the Company
dated August 1, 1996.
Exhibit 2. Joint Filing Agreement, dated August 28, 1996.
<PAGE> 11
PAGE 11 OF 11
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, We certify that the information set forth in this statement is
true, complete and correct.
Pursuant to the requirements of the Securities Exchange Act of
1934, this Schedule 13D has been signed below by the following persons
in the capacities and on the date indicated.
Dated: August 28, 1996
/s/ Seymour Holtzman
--------------------------------------
Seymour Holtzman
/s/ Steven Holtzman
--------------------------------------
Steven Holtzman
/s/ Allison Holtzman
--------------------------------------
Allison Holtzman
Evelyn Holtzman
By: /s/ Seymour Holtzman
-----------------------------------
Seymour Holtzman, Attorney-In-Fact
Jewelcor Management & Consulting
By: /s/ Seymour Holtzman
-----------------------------------
Seymour Holtzman, President & CEO
Custodial Account f/b/o Chelsea
By: /s/ Seymour Holtzman
-----------------------------------
Seymour Holtzman, Attorney-In-Fact
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
<PAGE> 12
EXHIBIT 1
PRESS RELEASE
Page 3 of 3
August 1, 1996
FIRST FINANCIAL CORPORATION OF WESTERN MARYLAND
SUMMARY OF OPERATING RESULTS
<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30: 1996 1995
- -------------------------- ------------ -------------
<S> <C> <C>
Net income (loss) before income taxes $ 5,871,000 $ (1,984,000)
Provision for (benefit from) income taxes $ 2,271,000 $ (765,000)
------------ -------------
Net income (loss) $ 3,600,000 $ (1,219,000)
============ =============
Provision for loan losses $ 600,000 $ 5,985,000
Net income (loss) per share $ 1.65 $ (0.56)
Average shares outstanding 2,180,269 2,174,825
Return on average assets 1.09% N/A
Return on average stockholders' equity 8.97% N/A
<CAPTION>
QUARTER ENDED JUNE 30: 1996 1995
- ---------------------- ------------ -------------
<S> <C> <C>
Net income (loss) before income taxes $ 1,629,000 $ (1,937,000)
Provision for (benefit from) income taxes $ 630,000 $ (747,000)
------------ -------------
Net income (loss) $ 999,000 $ (1,190,000)
============ =============
Provision for loan losses $ 150,000 $ 2,772,000
Net income (loss) per share $ 0.46 $ (0.54)
Average shares outstanding 2,197,178 2,185,079
Annualized return on average assets 1.23% N/A
Annualized return on average stockholders' equity 9.66% N/A
<CAPTION>
06/30/96 06/30/95
------------ -------------
<S> <C> <C>
Total assets $321,994,000 $ 329,375,000
Total loans $243,113,000 $ 223,066,000
Total deposits $274,756,000 $ 283,360,000
Total stockholders' equity $ 41,707,000 $ 38,470,000
Total shares outstanding 2,176,739 2,130,212
Book value per share $ 19.16 $ 18.06
</TABLE>
<PAGE> 13
EXHIBIT 2
AGREEMENT
This will confirm the agreement by and among all the undersigned that
the Schedule 13D filed on or about this date with respect to the beneficial
ownership of the undersigned of shares of Common Stock of the Company is being
filed on behalf of each of the individuals named below. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Dated: August 28, 1996
/s/ Seymour Holtzman
-------------------------------------
Seymour Holtzman
/s/ Steven Holtzman
-------------------------------------
Steven Holtzman
/s/ Allison Holtzman
-------------------------------------
Allison Holtzman
Evelyn Holtzman
By: /s/ Seymour Holtzman
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Seymour Holtzman, Attorney-In-Fact
Jewelcor Management & Consulting
By: /s/ Seymour Holtzman
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Seymour Holtzman, President & CEO
Custodial Account f/b/o Chelsea
By: /s/ Seymour Holtzman
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Seymour Holtzman, Attorney-In-Fact
