-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qhcx7EyH4o6tUE3MhgMJU8EImRxJ62XucjDbC05AcbnAHwBu9QxbB22AZwKOKTZ1 GMp3QET4di6X53vMPtQ32Q== 0000919574-07-002154.txt : 20070427 0000919574-07-002154.hdr.sgml : 20070427 20070427134639 ACCESSION NUMBER: 0000919574-07-002154 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070427 DATE AS OF CHANGE: 20070427 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN BANK CORP CENTRAL INDEX KEY: 0001207070 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 113626383 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79229 FILM NUMBER: 07794781 BUSINESS ADDRESS: STREET 1: 9800 RICHMOND AVE STREET 2: SUITE 680 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 713-339-8900 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMBER MASTER FUND (CAYMAN) SPC CENTRAL INDEX KEY: 0001375872 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: P.O. BOX 309GT, UGLAND HOUSE STREET 2: SOUTH CHURCH STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 212-340-7300 MAIL ADDRESS: STREET 1: P.O. BOX 309GT, UGLAND HOUSE STREET 2: SOUTH CHURCH STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13G 1 d769133_13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Franklin Bank Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 352451108 - -------------------------------------------------------------------------------- (CUSIP Number) April 17, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [x] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 352451108 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amber Master Fund (Cayman) SPC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,356,657 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,356,657 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,356,657 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 352451108 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amber Capital LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,356,657 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,356,657 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,356,657 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN CUSIP No. 352451108 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amber Capital GP LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,356,657 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,356,657 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,356,657 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 352451108 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michel Brogard 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,356,657 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,356,657 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,356,657 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 352451108 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Joseph Oughourlian 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,356,657 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,356,657 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,356,657 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 352451108 --------------------- Item 1(a). Name of Issuer: Franklin Bank Corp. -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 9800 Richmond Avenue Suite 680 Houston, Texas 77042 -------------------------------------------------------------------- Item 2(a). Name, Principal Business Address, and Citizenship of Persons Filing: Amber Master Fund (Cayman) SPC - Cayman Islands P.O. Box 309 GT, Ugland House South Church Street George Town Grand Cayman Cayman Islands Amber Capital LP - Delaware Amber Capital GP LLC - Delaware Michel Brogard - France Joseph Oughourlian - France 600 Lexington Avenue 34th Floor New York, New York 10022 United States of America -------------------------------------------------------------------- (d). Title of Class of Securities: Common Stock, $.01 par value -------------------------------------------------------------------- (e). CUSIP Number: 352451108 -------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Amber Master Fund (Cayman) SPC - 1,356,657 Amber Capital LP - 1,356,657 Amber Capital GP LLC - 1,356,657 Michel Brogard - 1,356,657 Joseph Oughourlian - 1,356,657 ---------------------------------------------------------------------- (b) Percent of class: Amber Master Fund (Cayman) SPC - 5.8% Amber Capital LP - 5.8% Amber Capital GP LLC - 5.8% Michel Brogard - 5.8% Joseph Oughourlian - 5.8% ---------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: Amber Master Fund (Cayman) SPC - 0 Amber Capital LP - 0 Amber Capital GP LLC - 0 Michel Brogard - 0 Joseph Oughourlian - 0 (ii) Shared power to vote or to direct the vote: Amber Master Fund (Cayman) SPC - 1,356,657 Amber Capital LP - 1,356,657 Amber Capital GP LLC - 1,356,657 Michel Brogard - 1,356,657 Joseph Oughourlian - 1,356,657 (iii) Sole power to dispose or to direct the disposition of: Amber Master Fund (Cayman) SPC - 0 Amber Capital LP - 0 Amber Capital GP LLC - 0 Michel Brogard - 0 Joseph Oughourlian - 0 (iv) Shared power to dispose or to direct the disposition of: Amber Master Fund (Cayman) SPC - 1,356,657 Amber Capital LP - 1,356,657 Amber Capital GP LLC - 1,356,657 Michel Brogard - 1,356,657 Joseph Oughourlian - 1,356,657 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ---------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ---------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A ---------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ---------------------------------------------------------------------- Item 10. Certification. (b) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Amber Master Fund (Cayman) SPC By: Amber Capital LP By: Amber Capital GP LLC, General Partner By: /s/ Samuel Jed Rubin - ------------------------ Amber Capital LP* By: Amber Capital GP LLC, General Partner By: /s/ Samuel Jed Rubin - ------------------------ Amber Capital GP LLC* By: /s/ Samuel Jed Rubin - ------------------------ /s/ Michel Brogard* - ------------------------ Michel Brogard /s/ Joseph Oughourlian* - ------------------------ Joseph Oughourlian April 27, 2007 *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated April 27, 2007 relating to the Common Stock, $.01 par value of Franklin Bank Corp. shall be filed on behalf of the undersigned. Amber Master Fund (Cayman) SPC By: Amber Capital LP By: Amber Capital GP LLC, General Partner By: /s/ Samuel Jed Rubin - ------------------------ Amber Capital LP* By: Amber Capital GP LLC, General Partner By: /s/ Samuel Jed Rubin - ------------------------ Amber Capital GP LLC* By: /s/ Samuel Jed Rubin - ------------------------ /s/ Michel Brogard* - ------------------------ Michel Brogard /s/ Joseph Oughourlian* - ------------------------ Joseph Oughourlian *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. SK 25151 0001 769133 -----END PRIVACY-ENHANCED MESSAGE-----