sc13damendno13.htm

0000892251-10-000100.txt : 20100507 0000892251-10-000100.hdr.sgml : 20100507 20100507154331 ACCESSION NUMBER: 0000892251-10-000100 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100507 DATE AS OF CHANGE: 20100507 GROUP MEMBERS: JASON D. LONG GROUP MEMBERS: JOHN C. LAME SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FRANKLIN CORP CENTRAL INDEX KEY: 0000742161 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 311221029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39273 FILM NUMBER: 10812305 BUSINESS ADDRESS: STREET 1: 4750 ASHWOOD DR STREET 2: FRANKLIN SAVINGS CITY: CINCINNATI STATE: OH ZIP: 45241 BUSINESS PHONE: 5134695325 MAIL ADDRESS: STREET 1: 4750 ASHWOOD DR CITY: CINCINNATI STATE: OH ZIP: 45241 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lenox Wealth Management, Inc. CENTRAL INDEX KEY: 0001464332 IRS NUMBER: 311445959 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8044 MONTGOMERY ROAD STREET 2: SUITE 480 CITY: CINCINNATI STATE: OH ZIP: 45236 BUSINESS PHONE: 513-618-7080 MAIL ADDRESS: STREET 1: 8044 MONTGOMERY ROAD STREET 2: SUITE 480 CITY: CINCINNATI STATE: OH ZIP: 45236 SC 13D/A 1 sc13damendno13.htm AMENDMENT NO. 13 sc13damendno13.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 13)

First Franklin Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

320272107

(CUSIP Number)

Jason D. Long

Lenox Wealth Management, Inc.

8044 Montgomery Road, Ste 480

Cincinnati OH 45236

(513) 618-7080

Copy to:

F. Mark Reuter, Esq.

Keating Muething & Klekamp PLL

One East Fourth Street, Suite 1400

Cincinnati, Ohio 45202

(513) 579-6469

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 7, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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).

Page 1 of 6

CUSIP No. 320272107
1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lenox Wealth Management, Inc. IRS Identification Number: 31-1445959
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 167,265
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 167,265
		10	SHARED DISPOSITIVE POWER 0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,265
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.952%
14		TYPE OF REPORTING PERSON* CO

Page 2 of 6

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John C. Lame
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 167,265*
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 167,265*
			10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,265*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.952%
14		TYPE OF REPORTING PERSON* IN

*. Mr. Lame may be deemed to have voting and dispositive power over these shares as a result of his position as Chief Executive Officer and Chairman of Lenox Wealth Management, Inc.; however, Mr. Lame disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Page 3 of 6

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jason D. Long
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 167,265*
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 167,265*
		10	SHARED DISPOSITIVE POWER 0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,265*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.952%
14		TYPE OF REPORTING PERSON* IN

*. Mr. Long may be deemed to have voting and dispositive power over these shares as a result of his position as Vice President - Finance of Lenox Wealth Management, Inc.; however, Mr. Long disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Page 4 of 6

This Amendment No. 13 (this “Amendment”) amends and supplements the Statement on Schedule 13D (as amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9 10, 11 and 12 filed on or about June 26, 2009, October 7, 2009, November 9, 2009, December 9, 2009, February 16, 2010, February 24, 2010, March 26 2010, April 5, 2010, April 13, 2010, April 15, 2010, April 19, 2010 and April 23, 2010, respectively, the “Schedule 13D”) relating to the shares of the common stock, par value, $0.01 per share (the “Common Stock”) of First Franklin Corporation, a Delaware corporation whose principal executive offices are located at 4750 Ashwood Drive, Cincinnati, Ohio 45241 (the “Issuer”), previously filed by Lenox Wealth Management, Inc. (“Lenox”), John C. Lame and Jason D. Long. Lenox and Messrs. Lame and Long are hereinafter collectively referred to as the “Reporting Persons.”

Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 4.

Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following paragraph after the thirteenth paragraph thereof:

On May 7, 2010, the Reporting Persons sent to the Board of Directors of the Issuer an offer letter outlining terms under which the Reporting Person would acquire shares of the Common Stock. A copy of the letter is filed as Exhibit 99.1 and incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits

Item 7 is hereby amended and restated as follows:

99.1 Letter sent by the Reporting Persons to the Board of Directors of the Issuer on May 7, 2010.

Page 5 of 6

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.

	Lenox Wealth Management, Inc.

	By:	/s/ F. Mark Reuter
		Attorney-in-Fact for John C. Lame
		Chief Executive Officer
		Date: May 7, 2010

	John C. Lame

	By:	/s/ F. Mark Reuter
		Attorney-in-Fact for John C. Lame
		Date: May 7, 2010

	Jason D. Long

	By:	/s/ F. Mark Reuter
		Attorney-in-Fact for Jason D. Long
		Date: May 7, 2010

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Page 6 of 6

EX-99.1 2 ex991amendno13.htm EXHIBIT 99.1 ex991amendno13.htm

EXHIBIT 99.1

LENOX	Wealth Management		8044 Montgomery Road Suite 480 Cincinnati, Ohio 45236
Office (513) 618-7080 – (800) 472-5734 – Fax (513) 618-7079			financial solutions since 1887

May 7, 2010

First Franklin Corporation Board of Directors

Attn: Mr. John J. Kuntz, Chairman

4750 Ashwood Drive

Cincinnati, Ohio 45241

Dear Jack:

Lenox continues to believe that the trading price of First Franklin Corporation shares does not reflect the shares’ potential value after giving full consideration to the economic value of the business and the value of the bank owned life insurance. The extraordinary golden parachute provisions in the recently extended employment agreements of your management indicate that you share our belief.

To unlock that potential value, Lenox hereby offers to purchase all outstanding FFHS shares pursuant to a merger to be approved by your Board. The consideration per FFHS share offered is $18.00, payable in shares of Lenox common stock. As Lenox’s shares trade on the over-the-counter bulletin board and now pay dividends at $.21 per share, we believe Franklin shareholders would welcome this offer. This price represents a premium of 83% over Franklin’s share price at the close of trading yesterday and a premium of 35% over book value of $13.21 per share. We would also point out that this price is beyond any price at which Franklin’s shares have traded since April, 2007. Lenox attaches no conditions to this offer other than the approvals (regulatory or otherwise) that would ap ply generally to any other similarly situated purchaser.

If you do not respond by noon on Friday, May 14, 2010 with a proposal for a time to schedule a meeting with your Board, we will consider this offer expired.

Sincerely,

/s/ John C. Lame

President and Chief Executive Officer