<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/x/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Seymour Holtzman
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
[COMPANY NAME]
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/x/ Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
SEYMOUR HOLTZMAN
100 N. WILKES-BARRE BOULEVARD
WILKES-BARRE, PENNSYLVANIA 18702
PROXY STATEMENT CONCERNING THE
ELECTION OF DIRECTORS AT THE
ANNUAL MEETING OF STOCKHOLDERS
OF FIRST FINANCIAL CORPORATION OF WESTERN MARYLAND
This Proxy Statement is furnished by Seymour Holtzman to the
stockholders (the "Stockholders") of First Financial Corporation of Western
Maryland, a Delaware corporation (the "Company"), in connection with Mr.
Holtzman's solicitation of proxies (the "Solicitation") from the holders of the
outstanding shares of the Company's Common Stock, $1.00 par value per share
(the "Common Stock"), to be used for the purposes described herein at an Annual
Meeting of Stockholders of the Company scheduled for October 24, 1996, at 10:00
a.m. (local time), at 100 South George Street, Cumberland, Maryland 21502, and
at any adjournment or postponement thereof (the "Meeting"), and in opposition
to the Board of Directors of the Company (the "Board of Directors"). The
principal place of business of the Company is 118 Baltimore Street, Cumberland,
Maryland 21502. This Proxy Statement is first being sent to Stockholders by
Mr. Holtzman on or about September 16, 1996.
Pursuant to this Proxy Statement, Mr. Holtzman is soliciting proxies
from Stockholders to elect to the Board of Directors the nominees named herein
(the "Opposing Slate"). A proxy in the accompanying form which is properly
signed, dated, returned and not revoked will be voted for each of the nominees
on the Opposing Slate, except to the extent that a fewer number are to be
elected or that authority to vote for one or more of such nominees is withheld.
Discretionary authority is provided in the proxy sought hereby as to other
matters set forth herein, other business as may properly come before the
meeting of which Mr. Holtzman is not aware at this date, and matters incident
to the conduct of the meeting, which proxy will be exercised only in accordance
with Rule 14a-4 of the Securities and Exchange Commission (the "Commission").
The record date for the determination of Stockholders entitled to
notice of or to vote at the Meeting (the "Record Date") is August 30, 1996.
Only Stockholders of record on the Record Date will be entitled to vote at the
Meeting. According to a press release issued by the Company dated August 1,
1996, as of June 30, 1996, there were 2,176,739 shares of Common Stock issued
and outstanding. The holders of record of the shares of Common Stock on the
Record Date entitled to be voted at the Meeting shall be entitled to cast one
vote per share on each matter submitted to a vote at the Meeting.
<PAGE> 3
QUORUM; REQUIRED VOTE
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote is necessary to constitute
a quorum at the Meeting. Directors are elected by a plurality of the votes
cast at the Meeting. Four directors will be elected at the Meeting. The four
nominees receiving the highest number of votes in the election of directors
will be elected.
Abstentions will be counted for purposes of determining the presence
of a quorum at the Meeting. Abstentions will not be counted as votes cast for
the election of directors, and thus, will have no effect on the voting for the
election of directors.
The election of directors in a contest election is considered a
"non-discretionary" item for which there will be broker non-votes. Under the
circumstances where the broker is not permitted to exercise its discretion,
assuming proper disclosure to the Company of such inability to vote, broker
non-votes will be counted for purposes of determining the existence of a
quorum, but also will be counted as not voting in favor of the particular
matter. For the election of directors, broker non-votes, if any, will not have
any effect on the outcome of the election.
PROPOSAL: ELECTION OF DIRECTORS
GENERAL
At the Meeting, four nominees will be elected to the Board of
Directors for a three (3) year term ending in 1999. None of the nominees for
director on the Opposing Slate is currently a director of the Company. In the
election of directors, each Stockholder will have the right to vote the number
of shares owned by him or her for as many as four persons, but may not cumulate
his or her votes in such election. The four nominees receiving the highest
number of votes at the Meeting will be elected.
Mr. Holtzman is soliciting proxies to elect the nominees listed on the
Opposing Slate to the Board of Directors because he believes that the
performance of the current management of the Company has been detrimental to
the interests of the Stockholders as a whole. Furthermore, Mr. Holtzman
believes that all of the Company's Stockholders deserve active representation
on the Company's Board of Directors. In early August of this year, Mr.
Holtzman requested that Management appoint two additional directors to the
Board of Directors to better represent the interests of all of the Company's
Stockholders. The Company refused this request. Mr. Holtzman believes that
the nominees on the Opposing Slate will be more committed to acting in the best
interest of all Stockholders to maximize Stockholder value than any slate
proposed by Management.
The performance of the Company's stock price relative to the thrift
industry has languished. The average thrift's stock price has increased over
the last two years, while the Company's stock price has declined. Furthermore,
deposits at First Federal Savings Bank of Western Maryland, the Company's
operating entity (the "Bank"), are shrinking. On average, thrift deposits have
grown 8% per year, while deposits at the Bank have declined 2% over the last
year, based upon the Company's most recent 10-Q for the quarter ending March
31, 1996. In fact, for six of the last seven quarters, the Bank's total
deposits have declined, and during the quarter ending March 31, 1996, the
Bank's deposits were down 7%. Mr. Holtzman believes that the complacency of
management has played a large part in the Company's substandard results and
that more "active" Board members could improve the operating results of the
Bank and the Company as a whole.
Mr. Holtzman believes that the nominees on the Opposing Slate would
better represent the interests of all Stockholders in overseeing the sale of
the Company, which is currently being considered by management. Mr. Holtzman
supports such action. Particularly, Mr. Holtzman believes that the Opposing
Slate will help to ensure that any future sale will be on terms that maximize
Stockholders' value. It should be noted that only four of the ten Directors
are up for election at this time and, therefore, even if the nominees on the
Opposing Slate are elected, they will constitute a minority of the current
Board of Directors.
The nominees on the Opposing Slate have a combined total of
approximately 83 years of banking experience -- 45 years of which were with the
Bank. Each of the nominees on the Opposing Slate possesses skills and
experience in areas vitally important to the future of the Company. Mr.
Schartiger worked at the Bank for 38 years where he held the 3rd highest
ranking executive position, responsible for all aspects of growing the Bank's
deposits, a weakness of the current management. Mrs. Kemmet has 15 years of
banking experience, 7 of which she served as Vice President and Director of
Marketing for the Bank where she was instrumental in developing a strong
relationship between the Bank and its stockholders. Mr. Tressle has 27 years
of experience in all areas of banking and finance, which includes serving as
Chairman of the Board and Chief Executive Officer of Northeastern Bank of
Pennsylvania and Vice-Chairman and a member of the Board of Directors of PNC
Financial Corporation. Mr. Holtzman has over 30 years of management experience
and has served as the President and Chief Executive Officer of three public
companies.
The accompanying WHITE proxy will be voted in accordance with the
Stockholder's instructions on such WHITE proxy. Stockholders may vote for the
election of the entire Opposing Slate of nominees or may withhold their votes
by marking the proper box on the WHITE proxy. Stockholders also may withhold
their votes from any nominee listed on the Opposing Slate by writing the name
of such nominee in the space provided on the WHITE proxy. IF NO DIRECTION IS
GIVEN, THE ENCLOSED WHITE PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE
OPPOSING SLATE NOMINEES.
Each nominee on the Opposing Slate of nominees has consented to serve
as a director of the Company, if elected. Mr. Holtzman does not expect that
any of the Opposing Slate of nominees will be unable to stand for election, but
in the event that a vacancy in the Opposing Slate of nominees should occur
unexpectedly, shares represented by the accompanying WHITE proxy will be voted
for a substitute candidate selected by Mr. Holtzman.
-2-
<PAGE> 4
If fewer than four nominees are to be elected, the WHITE proxy will be
voted in favor of the appropriate number of nominees. The nominees for whom
such votes shall be cast will be determined in the order in which their names
appear on the WHITE proxy.
Mr. Holtzman will vote FOR the Opposing Slate and urges all
Stockholders to vote the WHITE proxy FOR the Opposing Slate.
THE OPPOSING SLATE
The nominees on the Opposing Slate have furnished to Mr. Holtzman the
following information concerning their principal occupations and certain other
matters. Each nominee is a citizen of the United States.
<TABLE>
<CAPTION>
Name Age Present Principal Occupation
- ------------------------ --------- ----------------------------------------------------------------------
<S> <C> <C>
Seymour Holtzman 61 President and Chief Executive Officer, Jewelcor Management
Consulting, Inc.
Janet I. Kemmet 39 President, Happenstance, Inc.
John D. Schartiger 60 Retired, Former Senior Vice President and Secretary, First Financial
Corporation of Western Maryland
David L. Tressler 62 Executive Director, Northeastern Pennsylvania Physicians Organization
</TABLE>
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 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 the Bank from 1988 to 1995. During her
tenure with the Bank, Ms. Kemmet was responsible for investor relations
and a member of the Bank'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.
-3-
<PAGE> 5
MR. SCHARTIGER. Mr. Schartiger was an employee with the Bank for 38
years. Mr. Schartiger began his employment with the Bank in June, 1955, in the
Accounting and Mortgage Closing Departments. From 1963 to 1977, he served as
Branch Manager of the Bank's Braddock Square office. In 1977, Mr. Schartiger
returned to the main office and was promoted to Manager of the Savings
Department and Bank Secretary. In 1978, Mr. Schartiger was appointed Vice
President of the Bank, and, in 1982, he was appointed Senior Vice President.
As Senior Vice President, Mr. Schartiger held the third highest ranking
executive position at the Bank, responsible for all aspects of growing the
deposit base of the Bank, day-to-day operations at the Bank's branch offices,
and bank regulatory matters. Mr. Schartiger retired from the Bank on December
31, 1992, however, he was asked by the Company to return as a part-time
employee of the Bank 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. He 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 Pennsylvania Industrial Development
Authority. In 1996, Mr. Tressler was elected to Penn State University,
Worthington Scranton Advisory Board.
The nominees listed on the Opposing Slate will not receive any
compensation for being included on the Opposing Slate. It is contemplated
that, if elected, the Opposing Slate of nominees will receive compensation as
directors of the Company commensurate with the Company's current director
compensation policy.
-4-
<PAGE> 6
VOTING YOUR SHARES
Whether or not you plan to attend the Meeting, we urge you to vote FOR
election of the Opposing Slate of nominees by so indicating on the enclosed
WHITE proxy and immediately mailing the WHITE proxy in the enclosed envelope.
You may do this even if you have already sent in a different proxy card
solicited by the Board of Directors. Other matters which may be presented on
the Company's proxy card are not being presented herein, including the
ratification of the Company's independent auditors, and thus, Stockholder's
using the enclosed WHITE proxy will not have an opportunity to vote with respect
to such matters unless they attend the Meeting. IT IS THE LAST DATED PROXY
THAT COUNTS.
The WHITE proxy provided herein is revocable. You may revoke your
proxy at any time prior to its exercise by attending the Meeting and voting in
person (although attendance at the Meeting will not in and of itself constitute
revocation of the proxy), by giving oral notice of termination of such proxy at
the Meeting, or by delivering a written notice of revocation or a duly executed
proxy relating to the matters to be considered at the Meeting and bearing a
later date to the President of the Company at 118 Baltimore Street, Cumberland,
Maryland 21502. Unless revoked in the manner set forth above, proxies in the
form enclosed will be voted at the Meeting in accordance with your
instructions. In the absence of such instructions, such proxies will be voted
for the election of the Opposing Slate of nominees to the Board of Directors.
YOUR VOTE IS IMPORTANT!!
PLEASE SIGN, DATE AND RETURN THE WHITE PROXY TODAY.
IF YOU HAVE ALREADY SENT A PROXY TO THE BOARD OF DIRECTORS OF THE
COMPANY, YOU MAY REVOKE THAT PROXY AND VOTE FOR ELECTION OF THE OPPOSING SLATE
OF NOMINEES BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY AND
INDICATING YOUR VOTE AND AUTHORITY AS APPROPRIATE. WE URGE YOU TO VOTE FOR
ELECTION OF THE OPPOSING SLATE OF NOMINEES BY SIGNING, DATING AND MAILING THE
ENCLOSED WHITE PROXY.
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<PAGE> 7
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information regarding the
beneficial ownership of Common Stock by each beneficial owner of more than 5%
of the outstanding Common Stock based upon information contained in filings
with the Commission pursuant to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act"), as updated by information provided by such
beneficial owners. Unless otherwise noted, each person named has sole voting
and investment power with respect to the shares indicated.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIAL OWNED AS
THE DATE HEREOF(1)
-------------------------------------
PERCENTAGE OF
NUMBER OF SHARES CLASS(4)
------------------ ---------------
<S> <C> <C>
Seymour Holtzman and Evelyn Holtzman
100 North Wilkes-Barre Blvd.
Wilkes-Barre, Pennsylvania 18702 . . . . . . . . . . . . . . . 175,325(2) 8.05%
Richard C. Deckerhoff
Route 3, Pine Ridge Road
Bedford, Pennsylvania 15522 . . . . . . . . . . . . . . . . . 114,763(3) 5.3
</TABLE>
- ------------------
(1) For purposes of this table, pursuant to rules promulgated under the
Securities Exchange Act of 1934 (the "1934 Act"), an individual is
considered to beneficially own shares of Common Stock if he or she directly
or indirectly has or shares (1) voting power, which includes the power to
vote or to direct the voting of the shares; or (2) investment power, which
includes the power to dispose or direct the disposition of the shares.
Unless otherwise indicated, a director has sole voting power and sole
investment power with respect to the indicated shares. Shares which are
subject to stock options which are exercisable within 60 days of the Record
Date are deemed to be outstanding for the purpose of computing the
percentages of Common Stock beneficially owned by the respective
individuals and group.
(2) Represents 126,475 shares held jointly by Seymour and Evelyn Holtzman
(126,375 of which are beneficially owned by Seymour and Evelyn Holtzman and
100 of which are owned by Seymour and Evelyn Holtzman as record holders),
44,350 shares held by Jewelcor Management & Consulting, Inc., a company
which is controlled by Seymour and Evelyn Holtzman, 3,000 shares held
jointly by Mr. Holtzman and his son, Steven Holtzman and 1,500 shares held
by Evelyn Holtzman as Custodian f/b/o Chelsea Holtzman. Both Seymour and
Evelyn Holtzman disclaim beneficial ownership of the shares of Common Stock
owned by any other person. All Common Stock owned, directly or indirectly,
by Seymour and Evelyn Holtzman has been purchased through a margin account
with Bear Stearns Securities Corp. Allison Holtzman, a relative of Mr.
Holtzman, also owns 3,000 Shares, which are not included in this sum, but
are part of the Joint Filing Agreement. (See "The Solicitation.")
(3) Includes 12,638 shares held jointly with Mr. Deckerhoff's children and
4,010 shares held for the account of Mr. Deckerhoff in the Corporation's
Employee Stock Ownership Plan ("ESOP").
(4) Calculated based on 2,176,739 shares of Common Stock issued and outstanding
as of June 30, 1996 as reported by the Company in a press release dated
August 1, 1996.
-6-
<PAGE> 8
THE SOLICITATION
Mr. Holtzman will bear all costs and expenses relating to the Proxy
Statement, including the costs of preparing, printing and mailing to
Stockholders this Proxy Statement and the proxy enclosed herewith and return
postage, as well as the payment of all salaries and expenses of any agents of
Mr. Holtzman authorized to assist him in the preparation or dissemination of
this Proxy Statement (the "Authorized Agents"). Mr. Holtzman does not
currently intend to seek reimbursement for such expenses from the Company. Mr.
Holtzman estimates that total expenditures for the Solicitation will be
$100,000, approximately $20,000 of which has been spent to date. In addition
to making the Solicitation by use of the mails, Mr. Holtzman and/or his
Authorized Agents may disseminate or present the Solicitation personally or by
advertisement, telephone or facsimile (the "Solicitation Materials"). Mr.
Holtzman has made arrangements with the Authorized Agents for assistance with
the preparation and forwarding of the Proxy Statement and other solicitation
materials to the beneficial owners of the shares of Common Stock held by such
Stockholders, and Mr. Holtzman will reimburse such Authorized Agents for all
expenses incurred by them in connection therewith. Banks, brokerage houses,
other custodians, nominees and fiduciaries have been requested to forward the
solicitation materials to the beneficial owners of Common Stock they hold of
record, and Mr. Holtzman will reimburse them for reasonable out- of-pocket
expenses.
The Participants in this Solicitation are (i) Seymour Holtzman, the
beneficial owner of an aggregate of 175,325 shares of Common Stock (See
"Principal Holdings of Voting Securities"), (ii) the nominees listed on the
Opposing Slate, and (iii) the law firm of Garcia & Cope, P.A., and its
attorneys, Charles Garcia and David Cope. Mr. Holtzman has retained Garcia &
Cope, P.A. to provide legal advise in connection with, and to assist in,
soliciting proxies from Stockholders and disseminating Solicitation Materials.
The anticipated cost for the services of Cope & Garcia, P.A. are anticipated to
be approximately $15,000. Charles Garcia (the husband of Allison Holtzman) and
David Cope shall be responsible for providing services on behalf of the firm.
Each of the nominees on the Opposing Slate owns, directly or
indirectly, shares of Common Stock of the Company as follows: Ms. Kemmet is
the owner of record of 250 shares of Common Stock and the beneficial owner of
1520 shares of Common Stock, Ms. Kemmet's husband, Edward G. Kimmet, is the
beneficial owner of 1250 shares of Common Stock; Mr. Schartiger is a joint
owner of record with his wife, Shirley L. Schartiger, of 11,001 shares of
Common Stock, and they are joint beneficial owners of 1,000 shares of Common
Stock. Mr. Schartiger beneficially owns an additional 3,390 shares of Common
Stock individually, and has been granted an option by the Company to purchase
an additional 4,705 shares of Common Stock, which expires on May 19, 2003.
Mrs. Schartiger beneficially owns 2,850 shares of Common Stock individually.
Mr. Tressler is the beneficial owner of 100 shares of Common Stock. None of
the other Participants own Common Stock. Exhibit A attached hereto sets forth
all securities of the Company purchased or sold within the past two years by
any of the Participants.
The business address of each Participant is as follows: Mr. Holtzman,
Jewelcor Incorporated, 100 North Wilkes- Barre Blvd., Wilkes-Barre,
Pennsylvania 18702; Ms. Kemmet, Pennywhistle's, 25 North Centre Street,
Cumberland, Maryland 21502; Mr. Schartiger, 12802 Growdenvale Drive, N.E.,
Cumberland, Maryland 21502; Mr. Tressler, Northeastern Pennsylvania Physicians
Organization, Suite 204, Abbington Executive Park, Clarks Summit, Pennsylvania
18411; Charles Garcia and David Cope, Garcia & Cope, P.A., 433 Plaza Real,
Suite 365, Boca Raton, Florida 33432. None of the Participants is receiving
any compensation in connection with the Solicitation other than as set forth
herein.
In connection with the 1995 Annual Meeting of Stockholders of the
Company, Mr. Holtzman solicited proxies from Stockholders (i) to elect to the
Board of Directors certain nominees nominated by Mr. Holtzman, and (ii) to vote
against the adoption of the Company's 1995 Stock Option Plan (the "Stock Option
Plan"). Each of the nominees on the Opposing Slate and Mr. Garcia gave a proxy
to
-7-
<PAGE> 9
Mr. Holtzman to vote in favor of his proposed slate of directors and against
the Stock Option Plan. Mr. Holtzman and the Stockholders were successful in
defeating the Stock Option Plan.
Mr. Holtzman, Evelyn Holtzman, Allison Holtzman, Jewelcor Management &
Consulting, Inc., Steven Holtzman and the Custodial Account f/b/o Chelsea
Holtzman, have entered into a Joint Filing Agreement whereby they file a common
Schedule 13D for the Common Stock of the Company (which represents 178,325
shares of Common Stock in the aggregate). Other than as described in this
Proxy Statement, none of the Participants is party to any arrangement or
understanding concerning the Common Stock, or any other arrangement or
understanding with any person with respect to future employment by the Company
or its affiliates or with respect to any future transaction to which the
Company or any of its affiliates will or may be a party.
Mr. Holtzman has retained D.F. King & Co., Inc. ("D.F. King & Co."),
77 Water Street, 20th Floor, New York, New York 10005, to assist Mr. Holtzman
in the Solicitation. D.F. King & Co. will receive a fee of $7,500, plus
reimbursement of reasonable expenses, in connection with the Solicitation.
Approximately 20 persons will be used by D.F. King & Co. in its solicitation
efforts. Mr. Holtzman has also agreed to indemnify D.F. King & Co., against
certain liabilities. D.F. King & Co. will solicit proxies from individuals,
brokers, bank nominees and other institutional holders.
OTHER MATTERS
Except as otherwise noted herein, the information concerning the
Company and its subsidiaries contained in this Proxy Statement or the
Solicitation Materials has been taken from or is based upon documents and
records on file with the Commission and other publicly available information.
Although Mr. Holtzman does not have any knowledge that would indicate that any
statement contained herein or therein based upon such documents and records is
untrue, Mr. Holtzman does not take any responsibility for the accuracy or
completeness of the information contained in such documents and records, or for
any failure by the Company or any of its subsidiaries to disclose events that
may affect the significance or accuracy of any such information.
ADDITIONAL INFORMATION
If you have any questions or require any additional information in
connection with this Proxy Statement, please contact D.F. King & Co. at the
address and telephone number set forth below. If your shares of Common Stock
are held in the name of a brokerage firm or bank nominee or other institution,
only they can vote your shares of Common Stock. Accordingly, please contact
the person responsible for your account and give instructions for your shares
of Common Stock to be voted.
D.F. KING & CO., INC.
77 WATER STREET
20TH FLOOR
NEW YORK, NEW YORK 10005
1-800-758-5378
-8-
<PAGE> 10
EXHIBIT A
TRANSACTIONS IN COMMON STOCK OF FIRST FINANCIAL CORPORATION OF WESTERN
MARYLAND (THE "COMPANY") WITHIN TWO YEARS OF AUGUST 23, 1996.
The following transactions in Company's Common Stock were made by
Seymour and Evelyn Holtzman during the last two years:
<TABLE>
<CAPTION>
No. of Shares
Trade Date Bought/(Sold)
---------- -------------
<S> <C>
February 9, 1994 (3,000)(1)/
October 4, 1994 (10,000)
November 29, 1994 (1,000)
January 26, 1995 (5,000)
May 5, 1995 3,000 (2)/
December 18, 1995 (1,800)
</TABLE>
The following transactions in the Company's Common Stock were made by
Jewelcor Management & Consulting during the last two years:
<TABLE>
<CAPTION>
No. of Shares
Trade Date Bought/(Sold)
---------- -------------
<S> <C>
July 9, 1996 40,350
July 10, 1996 1,000
July 10, 1996 1,000
July 10, 1996 1,000
July 10, 1996 1,000
</TABLE>
The following transactions in the Company's Common Stock were made by
David L. Tressler during the last two years:
<TABLE>
<CAPTION>
No. of Shares
Trade Date Bought/(Sold)
---------- -------------
<S> <C>
October 24, 1995 100
</TABLE>
- ----------------------------------
(1)/ These shares were transferred from a custodial account f/b/o Allison
Holtzman to Allison Holtzman individually.
(2)/ These shares were transferred from a custodial account f/b/o Steven
Holtzman to a joint account in the name of Seymour Holtzman and
Steven Holtzman.
A-1
<PAGE> 11
The following transactions in the Company's Common Stock were made by
John D. Schartiger and Shirley L. Schartiger during the last two years:
<TABLE>
<CAPTION>
No. of Shares
Trade Date Bought/(Sold)
---------- -------------
<S> <C>
August 14, 1995 1,000
</TABLE>
There were no other transactions in Common Stock by any of the
Participants during the past two years other than as set forth on this
Exhibit A.
A-2
<PAGE> 12
PROXY
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS
OF FIRST FINANCIAL CORPORATION OF WESTERN MARYLAND
BY SEYMOUR HOLTZMAN
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Seymour Holtzman, with full power of
substitution, as Proxy for the undersigned, to vote all shares of common stock,
par value $1.00 per share, of First Financial Corporation of Western Maryland
(the "Company") which the undersigned is entitled to vote at the Annual Meeting
of Stockholders to be held on October 24, 1996, at 10:00 a.m. (local time), or
any adjournment(s) or postponement(s) thereof (the "Meeting"), as follows:
1. ELECTION OF DIRECTORS. The election of the nominees listed below.
<TABLE>
<S> <C> <C>
FOR THE ELECTION OF ALL NOMINEES LISTED [ ] WITHHOLD AUTHORITY [ ]
BELOW (except as marked to the contrary) TO VOTE FOR THE ELECTION OF ALL NOMINEES
LISTED BELOW
</TABLE>
SEYMOUR HOLTZMAN, DAVID L. TRESSLER, JANET I. KEMMET AND JOHN D. SCHARTIGER
INSTRUCTION: If you wish to withhold authority to vote for the election of
any individual nominee, write the name of that nominee below.
__________________________________________________________
SEYMOUR HOLTZMAN RECOMMENDS A
VOTE FOR THE ELECTION OF ALL OF THE NOMINEES LISTED ABOVE IN ITEM 1.
---
2. IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, OR ANY ADJOURNMENTS
OR POSTPONEMENTS THEREOF, AS PROVIDED IN THE PROXY STATEMENT PROVIDED
HEREWITH.
IMPORTANT - PLEASE SIGN AND DATE ON THE REVERSE SIDE
================================================================================
SHARES WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE IN ITEM 1 (EXCEPT
THAT IF THE NUMBER OF DIRECTORS TO BE ELECTED IS FEWER THAN THREE, THIS PROXY
WILL BE VOTED IN FAVOR OF THE APPROPRIATE NUMBER OF NOMINEES, SUCH NOMINEES TO
BE DETERMINED IN THE ORDER IN WHICH THEIR NAMES APPEAR ABOVE). THE UNDERSIGNED
HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT DATED SEPTEMBER ___, 1996 OF
SEYMOUR HOLTZMAN RELATING TO THE ELECTION OF DIRECTORS OF THE COMPANY. THE
UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE EXECUTED BY THE UNDERSIGNED
RELATING TO THE SUBJECT MATTER HEREOF AND CONFIRMS ALL THAT THE PROXY MAY
LAWFULLY DO BY VIRTUE HEREOF.
DATED:
------------------------------------------
(IMPORTANT - PLEASE FILL IN DATE)
------------------------------------------------
(Signature)
------------------------------------------------
(Signature, if jointly held)
Title:
------------------------------------------
This proxy card is provided by Seymour Holtzman,
a Stockholder of the Company.
Please sign exactly as your name
appears hereon or on proxy cards
previously sent to you. When shares are
held by joint tenants, both should sign.
When signing as an attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by the President or
other duly authorized officer. If a
partnership, please sign in partnership
name by authorized person.
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD TODAY.
