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Holtzman Seymour – ‘PREC14A’ on 8/28/96 re: First Financial Corp of Western Maryland

As of:  Wednesday, 8/28/96   ·   Accession #:  950137-96-1570   ·   File #:  0-19837

Previous ‘PREC14A’:  None   ·   Next & Latest:  ‘PREC14A’ on 11/5/96

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/28/96  Holtzman Seymour                  PREC14A                1:35K  First Fin’l Corp of Wes… Maryland Bowne Boc/FA

Preliminary Proxy Solicitation Material — Contested Solicitation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Notice and Proxy Statement                            12     54K 


Document Table of Contents

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11st Page   -   Filing Submission
7Common Stock
8The Solicitation
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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: /x/ Preliminary proxy statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / 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): /x/ $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: -------------------------------------------------------------------------------- / / 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: --------------------------------------------------------------------------------
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PRELIMINARY COPY 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 __, 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.
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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 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-
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Should the Board of Directors increase the number of directors to be elected to greater than four on or before the date of the Meeting, such proxies will vote in favor of the Opposing Slate of nominees (or substitute nominees as provided above) and will abstain as to any remaining positions. Since the proxies named on the enclosed WHITE proxy cannot vote for more than four nominees, in such event, Mr. Holtzman reserves the right to nominate additional nominees and distribute new proxy cards in compliance with the rules of the Commission. 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. [Enlarge/Download Table] Name Age Present Principal Occupation ------------------------ --------- ---------------------------------------------------------------------- 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 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 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. -3-
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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. 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-
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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. 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. -5-
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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. [Enlarge/Download Table] COMMON STOCK BENEFICIAL OWNED AS THE DATE HEREOF(1) ------------------------------------- PERCENTAGE OF NUMBER OF SHARES CLASS(4) ------------------ --------------- 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 ------------------ (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-
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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-
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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-
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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: [Download Table] No. of Shares Trade Date Bought/(Sold) ---------- ------------- 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) The following transactions in the Company's Common Stock were made by Jewelcor Management & Consulting during the last two years: [Download Table] No. of Shares Trade Date Bought/(Sold) ---------- ------------- 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 The following transactions in the Company's Common Stock were made by David L. Tressler during the last two years: [Download Table] No. of Shares Trade Date Bought/(Sold) ---------- ------------- October 24, 1995 100 ---------------------------------- (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
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The following transactions in the Company's Common Stock were made by John D. Schartiger and Shirley L. Schartiger during the last two years: [Download Table] No. of Shares Trade Date Bought/(Sold) ---------- ------------- August 14, 1995 1,000 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
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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. [Enlarge/Download Table] 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 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.

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