1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended Commission file number December 31, 1996 0-16759 FIRST FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) INDIANA 35-1546989 (State of Incorporation) (I.R.S. Employer Identification No.) One First Financial Plaza 47807 Terre Haute, IN (Address of principal executive offices) (Zip Code) Registrant's telephone number: (812) 238-6000 Securities registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- Common Stock, no par value Nasdaq Securities registered pursuant to Section 12(g) of the Act: None Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of regulation 8-K is not contained herein, and will not be contained, to the of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to the form 10-K. X --- As of January 31, 1997 the aggregate market value of the voting stock held by nonaffiliates of the registrant based on the average bid and ask prices of such stock was $168,659,784. (For purposes of this calculation, the Corporation excluded the stock owned by certain beneficial owners and management and the Corporation's ESOP.) Shares of Common Stock outstanding as of January 31, 1997--6,681,876 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the 1996 Annual Report to Shareholders are incorporated by reference. Portions of the Definitive Proxy Statement for the First Financial Corporation Annual Meeting to be held April 16, 1997 are incorporated by reference into Part III.
2 FORM 10-K CROSS-REFERENCE INDEX <TABLE> <CAPTION> PAGE <S> <C> PART I Item 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Item 2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Item 3 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Item 4 Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . 2 PART II Item 5 Market for Registrant's Common Stock and Related Stockholder Matters . . . . . . . . . . . . . . . 3 Item 6 Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Item 7 Management's Discussion and Analysis of Financial Conditions and Results of Operations . . . . . . 3 Item 8 Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Item 9 Changes in and Disagreement with Accountants on Accounting and Financial Disclosures . . . . . . . 3 PART III Item 10 Directors and Executive Officers of Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Item 12 Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . 3 Item 13 Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 3 PART IV Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K . . . . . . . . . . . . . . . . . 4 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4, 5 </TABLE> 1
3 PART I ITEM 1. BUSINESS First Financial Corporation became a multi-bank holding company in 1984. For more information on the Bank's business, please refer to the following sections of the 1996 Annual Report to Shareholders: 1. Description of bank services, affiliations, number of employees, and competition, on page 34. 2. Information regarding supervision of the Bank, on page 21. 3. Details regarding competition, on page 34. ITEM 2. PROPERTIES First Financial Corporation (the Corporation) is located in a four story office building in downtown Terre Haute that was occupied in June 1988. It is leased to Terre Haute First National Bank. This bank also owns two other facilities in downtown Terre Haute. One is leased to another party and the other 50,000 square foot building housed operations and administrative staff and equipment. In addition, the Bank holds in fee four other branch buildings and one of branch buildings is a single story 44,000 square foot which is located in a Terre Haute suburban area. Five other branch bank buildings are leased by the Bank. The expiration dates on the leases are February 14, 2011, May 31, 2011, September 1, 2001, June 30, 1999, and June 30, 1997. Facilities of the Corporation's subsidiary, First State Bank, include branches in Clay City and Poland, Indiana and two branch facilities in Brazil, Indiana including the main office. The buildings are held in fee by First State. Facilities of the Corporation's subsidiary, First Citizens State Bank of Newport, include its main office in Newport, Indiana and two branch facilities in Cayuga and Clinton, Indiana. All three buildings are held in fee by First Citizens. Facilities of the Corporation's subsidiary, First Farmers State Bank, include its main office in Sullivan, Indiana and five branch facilities in Carlisle, Dugger, Farmersburg, Hymera, and Worthington, Indiana. All six buildings are held in fee by First Farmers. The facility of the Corporation's subsidiary, First Ridge Farm State Bank, includes an office facility in Ridge Farm, Illinois. The building is held in fee by First Ridge Farm State. The facility of the Corporation's subsidiary, First Parke State Bank, include its main office in Rockville, Indiana and three branch facilities in Marshall, Montezuma and Rosedale, Indiana. All four buildings are held in fee by First Parke. The facility of the Corporation's subsidiary, First National Bank of Marshall, is an office facility in Marshall, Illinois. The building is held in fee by First National Bank of Marshall. Facilities of the Corporation's subsidiary, First Crawford State Bank, include its main office in Robinson, Illinois and two branch facilities in Oblong and Sumner, Illinois. All three buildings are held in fee by First Crawford. ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings which involve the Corporation or its subsidiaries that are expected to materially affect the Corporation's future financial statements. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None 2
4 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS See "Market and Dividend information" on page 44 of the 1996 Annual Report. ITEM 6. SELECTED FINANCIAL DATA See "Five Year Comparison of Selected Financial Data" on page 16 of the 1996 Annual Report to Shareholders. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION See "Management's Discussion and Analysis" on pages 34 through 42 of the 1996 Annual Report to Shareholders. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See "Consolidated Balance Sheets" on page 17, "Consolidated Statements of Income" on page 18, "Consolidated Statements of Shareholders Equity" on page 19, "Consolidated Statements of Cash Flows" on page 20, and "Notes to Consolidated Financial Statement" on pages 21-31. "Responsibility for Financial Statements" and "Report of Independent Accountants" can be found on page 33. Statistical disclosure by Bank Holding Company include the following information: 1. "Volume/Rate Analysis," on page 35. 2. "Loan Portfolio," on page 37. 3. "Allowance for Possible Loan Losses," on page 38. 4. "Under-Performing Loans," on page 39. 5. "Deposits," on page 40. 6. "Short-Term Borrowings," on page 40. 7. "Consolidated Balance Sheet-Average Balances and Interest Rates," on page 43. ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT See pages 5 through 6 of the Annual Proxy Statement of First Financial Corporation. ITEM 11. EXECUTIVE COMPENSATION See pages 7 through 10 of the Annual Proxy Statement of First Financial Corporation. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT See pages 23 through 24 of the Annual Proxy Statement of First Financial Corporation. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS See "Certain Relationships" on page 5, and "Transactions with Management" on page 10 of the Annual Proxy Statement of First Financial Corporation. 3
5 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Donald E. Smith, signed February 18, 1996 - --------------------------------- Donald E. Smith, President & Director (Principal Executive Officer) John W. Perry, signed February 18, 1996 - --------------------------------- John W. Perry, Secretary Walter A. Bledsoe, signed February 18, 1996 - --------------------------------- Walter A. Bledsoe, Director B. Guille Cox, Jr, signed February 18, 1996 - --------------------------------- B. Guille Cox, Jr., Director Thomas T. Dinkel, signed February 18, 1996 - --------------------------------- Thomas T. Dinkel, Director Welby M. Frantz, signed February 18, 1996 - --------------------------------- Welby M. Frantz, Director Anton H. George, signed February 18, 1996 - --------------------------------- Anton H. George, Director - --------------------------------- Mari H. George, Director Max Gibson, signed February 18, 1996 - --------------------------------- Max Gibson, Director Norman L. Lowery, signed February 18, 1996 - --------------------------------- Norman L. Lowery, Director - --------------------------------- William A. Niemeyer, Director Patrick O'Leary, signed February 18, 1996 - --------------------------------- Patrick O'Leary, Director February 18, 1996 - --------------------------------- John W. Ragle, Director Chapman J. Root II, signed February 18, 1996 - --------------------------------- Chapman J. Root II, Director Virginia L. Smith, signed February 18, 1996 - --------------------------------- Virginia L. Smith, Director 4