SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MANN DAVID W

(Last) (First) (Middle)
800 WASHINGTON AVE.

(Street)
WACO TX 76701

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FIRST FINANCIAL CORP /TX/ [ FFC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/19/2003 J(1) 3 A $0 81(2) D
Common Stock 08/19/2003 P 58 A $7.5 139 D
Common Stock 08/19/2003 J(3) 30,743.86 A (3) 30,743.86 I Through MCRLT
Common Stock 08/19/2003 J(4) 282 A (4) 31,025.86 I Through MCRLT
Common Stock 08/19/2003 J(5) 30,607.86 A (5) 30,607.86(6) I Through 1990 Trust's indirect interest in CTBC
Common Stock 08/19/2003 J(7) 31,081.86 A (7) 31,081.86(6) I Through 1990 Trust's indirect interest in MGIC
Common Stock 08/19/2003 J(8) 61,689.72 A (8) 70,944.72(6)(9) I Through 1990 Trust's indirect interest in BIL
Common Stock 08/19/2003 J(10) 9,735 A (10) 102,477(6)(11) I Through interests in FFHL
Common Stock 08/19/2003 J(12) 30,025.76 A (12) 102,477(6)(13) I Through interests in FFHL
Common Stock 08/19/2003(14) P(15) 24,799.4 A $20.49 102,477(6)(16) I Through interests in FFHL
Common Stock 421 I Through interest in MCRLT
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Distribution to Reporting Person from trust of which he is a beneficiary. The transactions reported in this report are part of a reorganization and consolidation of the assets owned and controlled by the Reporting Person, certain of his family members and entities owned or controlled by them.
2. Includes 78 shares acquired by the Reporting Person as a distribution from Barclay, Inc., a corporation wholly-owned by the Reporting Person. The 78 shares were previously reported as indirectly held by the Reporting Person through Barclay, Inc.
3. Change in nature of beneficial ownership. The Reporting Person contributed the following to MCRLT Group, L.P. ("MCRLT"), a limited partnership of which he is the sole general partner and sole limited partner: (i) his 139 directly owned shares and (ii) his 33% limited partner interest in First Financial Holdings, Ltd. ("FFHL"), which represents an interest in 30,604.86 shares, previously reported as indirectly owned. The Reporting Person also maintains a .5% general partner interest in FFHL directly and an indirect interest in a .5% general partner interest in FFHL held by FFC Holdings, Inc., a corporation wholly-owned by the David W. Mann 1990 Trust (the "1990 Trust"), of which the Reporting Person is a beneficiary.
4. Contribution to MCRLT of shares held by trusts for the benefit of the Reporting Person's children. These 282 shares were previously reported as indirectly held by the Reporting Person through the trusts.
5. Contribution by a limited partner of 3 shares of the Issuer and a 33% limited partner interest in FFHL to Central Texas Broadcasting Co.("CTBC"), a limited partnership, of which a wholly-owned subsidiary of the 1990 Trust is the .5% general partner.
6. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
7. Contribution by a limited partner of 477 shares of the Issuer and a 33% limited partner interest in FFHL to Mann Group Investment Co. ("MGIC"), a limited partnership, of which a wholly-owned subsidiary of the 1990 Trust is the .01% general partner.
8. Contribution by CTBC and MGIC to Bluebonnet Investments, Ltd. ("BIL"), of which a wholly-owned subsidiary of the 1990 Trust is the .5% general partner, of an aggregate of 480 shares of the Issuer and a 66% limited partnership interests in FFHL (representing 61209.72 shares of the Issuer).
9. Represents contributions by CTBC and MGIC and 9,255 shares of the Issuer previously owned by BIL.
10. Contribution by BIL, as a limited partner, to FFHL of shares of the Issuer.
11. Represents shares of the Issuer contributed by BIL and 92,742 shares of the Issuer previously owned by FFHL.
12. Distribution from BIL to MCRLT, a limited partner, of a 29.3% limited partner interest in FFHL. MCRLT, which previously held a 33% limited partner interest in FFHL, now owns a 62.3% limited partner interest in FFHL.
13. The Reporting Person's indirect interest in these shares includes a 62.3% limited partner interest in FFHL, a .5% general partner interest in FFHL, and an interest (through the 1990 Trust) in FFC Holdings, Inc., the other .5% general partner of FFHL.
14. Date of agreement to purchase.
15. Purchase of a 24.2% limited partnership interest in FFHL.
16. The Reporting Person's indirect interest in these shares includes an 86.5% limited partnership interest in FFHL, a .5% general partner interest in FFHL, and an interest (through the 1990 Trust) in FFC Holdings, Inc., the other .5% general partner of FFHL.
Remarks:
David W. Mann 08/19/2003
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.