4//SEC Filing
FIRST FINANCIAL CORP /TX/ 4
Accession 0001181431-05-066977
CIK 0000036315operating
Filed
Dec 14, 7:00 PM ET
Accepted
Dec 15, 3:06 PM ET
Size
14.5 KB
Accession
0001181431-05-066977
Insider Transaction Report
Form 4
MANN DAVID W
DirectorPresident10% Owner
Transactions
- Other
Common Stock
2005-12-13+421→ 102,898 total(indirect: Through interests in FFHL) - Purchase
Convertible Promissory Note
2005-12-13(indirect: Through interest in JRPM)Exercise: $2.50From: 2005-12-13Exp: 2006-12-29→ Common Stock (140,000 underlying) - Purchase
Option (right to buy)
2005-12-13+1→ 1 total(indirect: Through Interest in JRPM)Exercise: $5.00From: 2005-12-13Exp: 2006-12-31→ Common Stock (70,000 underlying)
Footnotes (9)
- [F1]First Financial Holdings, Ltd. ("FFHL"), a limited partnership of which the Reporting Person is a 0.5% general partner and a limited partner, received 421 shares of the Issuer's common stock from MCRLT Group, Ltd. ("MCRLT"), one of its limited partners, as an additional capital contribution for no increase in its limited partner percentage. The Reporting Person, who is also a general and limited partner of MCRLT, previously included these 421 shares of common stock in his Forms 4 as indirectly held through MCRLT.
- [F2]The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- [F3]The Reporting Person's indirect interest in these shares includes (i) a 30.7% direct limited partner interest in FFHL, (ii) a 68.02% interest in MCRLT, the other limited partner in FFHL holding a 68.3% limited partner interest in FFHL, (iii) a 0.5% general partner interest in FFHL, and (iv) an interest (through the David W. Mann 1990 Trust) in FFC Holdings, Inc., the other 0.5% general partner of FFHL.
- [F4]The price at which each share of common stock shall be delivered upon coversion of the note shall be the greater of $2.50 per share or the book value per share at the time of conversion, subject to customary anti-dilution provisions.
- [F5]Based on a conversion price of $2.50.
- [F6]The option is exercisable at the greater of $5.00 per share or the book value per share as of the date of exercise, subject to customary anti-dilution provisions.
- [F7]Based on an exercise price of $5.00. The Reporting Person has the right to acquire that number of shares equal to $350,000 divided by the greater of $5.00 or the book value per share at the time of exercise.
- [F8]On December 13, 2005, JRPM Investments, Ltd., of which the Reporting Person is a general partner and a limited partner, entered into that certain Note Purchase Agreement with the Issuer pursuant to which it purchased two convertible promissory notes from the Issuer for an aggregate $850,000, and received an option to acquire up to 70,000 shares of common stock as set forth herein.
- [F9]The price at which each share of common stock shall be delivered upon coversion of the note is equal to $500,000 divided by 326,472, or $1.5315249 per share, subject to customary anti-dilution provisions.
Documents
Issuer
FIRST FINANCIAL CORP /TX/
CIK 0000036315
Entity typeoperating
IncorporatedTX
Related Parties
1- filerCIK 0000036315
Filing Metadata
- Form type
- 4
- Filed
- Dec 14, 7:00 PM ET
- Accepted
- Dec 15, 3:06 PM ET
- Size
- 14.5 KB