-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, J7FHjNAlbqq39C0DCjTCYqP6JTZwLiRhqV7BDBbFSgiOkeNUFXQHVQalo9p/qo7o GTSk3hY8mLJhji1YAXZ2TQ== 0000950112-95-000708.txt : 19950616 0000950112-95-000708.hdr.sgml : 19950616 ACCESSION NUMBER: 0000950112-95-000708 CONFORMED SUBMISSION TYPE: SC 13D/A CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950321 SROS: NONE GROUP MEMBERS: BANK OF BERMUDA LTD GROUP MEMBERS: BERMUDA TRUST CO LTD GROUP MEMBERS: SIMONS JAMES H SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN ELECTRONIC PUBLISHERS INC CENTRAL INDEX KEY: 0000356841 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 222476703 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37836 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 122 BURRS RD CITY: MT HOLLY STATE: NJ ZIP: 08060 BUSINESS PHONE: 6092614800 MAIL ADDRESS: STREET 1: 122 BURRS RD STREET 2: 122 BURRS RD CITY: MT HOLLY STATE: NJ ZIP: 08060 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN COMPUTER CORP DATE OF NAME CHANGE: 19900510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIMONS JAMES H CENTRAL INDEX KEY: 0000941976 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O RENAISSANCE TECHNOLOGIES CORP STREET 2: 800 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126264733 MAIL ADDRESS: STREET 1: C/O RENAISSANCE TECHNOLOGIES CORP STREET 2: 800 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 COUDERT BROTHERS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8 )* ----- Franklin Electronic Publishers, Inc. (formerly Franklin Computer Corporation) ---------------------------------------------------------------- (Name of Issuer) Common Stock, No Par Value ---------------------------------------------------------------- (Title of Class of Securities) 353515-10-9 ----------------------- (CUSIP Number) Christopher M. Wells, Esq., Coudert Brothers 1114 Avenue of the Americas, New York, New York 10036 (212) 626-4925 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 6, 1995 -------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 disclosure 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 9 Pages -------------------- * This 13D is restated for EDGAR purposes. It was filed in hard copy on February 17, 1995 as Amendment No. 8 for James H. Simons and Amendment No. 5 for Bermuda Trust Company Limited and The Bank of Bermuda Limited. SCHEDULE 13D CUSIP No. 353515-10-9 Page 2 of 9 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person BERMUDA TRUST COMPANY LIMITED, As Trustee 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Source of Funds* N/A 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Bermuda 7 Sole Voting Power Number of Shares 1,400,000 Beneficially 8 Shared Voting Power Owned By Each 0 Reporting 9 Sole Dispositive Power Person With 1,400,000 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,400,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 18.5% 14 Type of Reporting Person* CO SCHEDULE 13D CUSIP No. 353515-10-9 Page 3 of 9 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person THE BANK OF BERMUDA LIMITED 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Source of Funds* N/A 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Bermuda 7 Sole Voting Power Number of Shares 1,400,000 Beneficially 8 Shared Voting Power Owned By Each 0 Reporting 9 Sole Dispositive Power Person With 1,400,000 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,400,000 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) 18.5% 14 Type of Reporting Person* BK, CO SCHEDULE 13D CUSIP No. 353515-10-9 Page 4 of 9 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person JAMES H. SIMONS 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [ ] 3 SEC Use Only 4 Source of Funds* N/A 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization USA 7 Sole Voting Power Number of Shares 31,704 Beneficially 8 Shared Voting Power Owned By Each 0 Reporting 9 Sole Dispositive Power Person With 31,704 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 31,704 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount in Row (11) .4% 14 Type of Reporting Person* IN This Schedule 13D relating to shares of Common Stock ("Franklin Shares") of Franklin Electronic Publishers, Inc. (formerly Franklin Computer Corporation) (the "Issuer" or "Franklin") is being filed by Dr. James H. Simons and by Bermuda Trust Company Limited (the "Trustee"), in its capacity as trustee of the Lord Jim Trust, a trust created under the laws of the Islands of Bermuda (the "Trust") and The Bank of Bermuda Limited (the "Bank"; referred to herein collectively with Dr. Simons and the Trust as the "Reporting Persons") in order to report certain recent changes in their beneficial ownership of Franklin Shares. Item 1. Security and Issuer. The title of the class of equity securities to which this statement relates is: Franklin Electronic Publishers, Inc. Common Stock No par value. The name and address of the principal executive office of the issuer of such securities are: Franklin Electronic Publishers, Inc. 122 Burrs Road Mt. Holly, New Jersey 08060 Franklin is a corporation incorporated under the laws of the State of Pennsylvania and the common stock, no par value, of the Issuer is hereinafter referred to as the "Franklin common stock." Item 2. Identity and Background. Dr. James H. Simons is an individual who resides at 1060 Fifth Avenue, New York, New York 10028. He is Chairman of Renaissance Technologies Corp., a Delaware corporation which maintains its business address at 800 Third Avenue, New York, New York and is engaged primarily in the business of rendering investment advice. Dr. Simoons is a citizen of the United States. Bermuda Trust Company Limited (the "Trustee") is a Bermuda corporation which is principally engaged in the business of providing trustee and trust administration services within Bermuda. It is a direct, wholly-owned subsidiary of The Bank of Bermuda Limited (the "Bank"), a Bermuda corporation which is engaged directly and through its subsidiaries in a full range of international commercial banking, finance and trust operations and ancillary businesses. The address of the principal executive offices of the Trustee and the Bank is Bank of Bermuda Building, Front Street, Hamilton, Bermuda HM11. During the past five years, neither Dr. Simons, the Trustee nor the Bank has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which either of them was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. Information concerning the executive officers and directors of the Trustee and the Bank is set forth in Annex I hereto, which is incorporated by reference in response to this Item 2. Item 3. Source and Amount of Funds or Other Consideration. Members of the Simons family acquired their shares of Franklin common stock from available cash balances. The Simons Trust expended $284,228 to purchase 20,302 Franklin Shares on December 21, 1988, all of which was provided out of the trust's general investment funds. The Simons Trust received 5,571 of the Franklin Shares and 1,826 of the options to acquire Franklin Shares acquired on December 21, 1988 from Dr. Simons as a partial payment on a loan then due to the Simons Trust from Dr. Simons. On July 22, 1989 the Simons Trust exercised options to acquire 162,488 Franklin Shares and warrants to acquire 80,000 Franklin Shares at an exercise price of $3.60 per share. The Simons Trust expended $472,956.80 of its own general investment funds and paid $400,000 with a note of the Issuer. The acquisition on June 22, 1989 of 80,414 Franklin Shares by Dr. Simons involved a partnership distribution without the payment of any consideration. In consideration of the transfer by Dr. Simons to the Trust on December 28, 1989 of 100,000 Franklin Shares, the Trust reduced by $600,000 the amount owed by Dr. Simons to the Trust in connection with a loan previously made to Dr. Simons by the Trust. In order to purchase Warrants to acquire 92,305 Franklin Shares on August 20, 1991, the Trust expended $60,000 of its working capital. In order to purchase the Warrants reported herein as having been purchased for their accounts, two of Dr. Simons' minor children, Audrey Simons and Nicholas Simons, each expended $2,500 of their respective personal funds. No amounts were borrowed for this purpose by the Trust, Audrey Simons or Nicholas Simons. Item 4. Purpose of Transaction. The Franklin Shares beneficially owned by Dr. Simons and the Franklin Shares owned by the Trust are held for investment purposes. Neither Dr. Simons, the Trustee nor the Bank has any present plans or proposals which relate to or would result in any change in the business, assets, management policies, structure or capitalization of Franklin. Dr. Simons and the Trustee reserve the right to acquire additional securities of Franklin, to dispose of any Franklin securities which they own, or to formulate other purposes, plans or proposals relating to Franklin or its securities to the extent deemed advisable by Dr. Simons or by the Trustee in the course of discharging its responsibilities as trustee of the Trust. Item 5. Interest in Securities of the Issuer. (a)/(b) The interests of the Reporting Persons in Franklin Shares are as follows: James H. Simons --------------- Dr. Simons does not directly own any Franklin Shares. The total number of shares of which Dr. Simons may be considered the beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, is 31,704 (approximately .4 percent of the total amount which would be outstanding if all of the Warrants beneficially owned by Dr. Simons were exercised). Renaissance Ventures Corp. is the direct owner of 53 Franklin Shares, of which Dr. Simons is considered a beneficial owner. Dr. Simons exercises sole voting and dispositive powers over such Franklin Shares in his capacity as Chairman of the Board of Directors of Renaissance Ventures Corp. Dr. Simons is considered a beneficial owner of an aggregate of 11,692 Franklin Shares, consisting of (i) 4,000 Franklin Shares, and (ii) 7,692 Franklin Shares issuable upon exercise of 7,692 Warrants, which Franklin shares and warrants Dr. Simons holds as custodian under the Uniform Gifts to Minors Act in two separate accounts of 2,000 Franklin Shares and 3,846 Warrants each for the benefit of two of his minor children, Audrey Simons and Nicholas Simons. Dr. Simons holds sole voting and dispositive powers with respect to such Franklin Shares. In addition, Dr. Simons is considered a beneficial owner of 19,959 Franklin Shares issuable upon exercise of options to purchase 19,959 Franklin Shares held directly by Dr. Simons. An option to purchase 10,000 Franklin Shares, granted on February 1, 1991 under the Issuer's Stock Option Plan, became exercisable on February 1, 1992 and expires on July 30, 2001. A second option to purchase 5,259 Franklin Shares, granted on January 2, 1992 under the Issuer's Stock Option Plan, became exercisable on July 3, 1992 and expires on January 2, 2002. A third option to purchase 2,100 Franklin Shares, granted on January 4, 1993 under the Issuer's Stock Option Plan, became exercisable on July 5, 1993 and expires on January 4, 2003. A fourth option to purchase 2,600 Franklin Shares was granted in January 1994, became exercisable in 1994 and expires in 2004. See paragraph (d) of this Item 5 for information concerning the beneficial interest of Dr. Simons in the Trust. Dr. Simon's wife is the direct owner of 850 Franklin Shares, holding sole voting and dispositive powers with respect thereto. Three adult children of Dr. Simons are the direct owners, respectively, of 3,000; 2,001; and 2,000 Franklin Shares, with each such child holding sole voting and dispositive powers with respect thereto. Two of such adult children also own directly 3,846 Warrants each, and each such child holds the sole dispositive power with respect to the Warrants owned by such child. The inclusion in this statement of the foregoing information regarding Franklin Shares and Warrants owned by Dr. Simons' wife and adult children shall not be construed as an admission that Dr. Simons is a beneficial owner of any such Franklin Shares or Warrants for purposes of Section 13(d) of the Securities Exchange Act of 1934. The inclusion of information elsewhere in this joint statement regarding Franklin Shares and Warrants other than those expressly acknowledged under this caption to be beneficially owned by Dr. Simons shall not be construed as an admission that Dr. Simons is a member of any group which includes any of the other Reporting Persons identified herein or that Dr. Simons is otherwise a beneficial owner of any Franklin Shares or Warrants except as expressly acknowledged under this caption. Trustee and Bank ---------------- The Trust is considered the beneficial owner of an aggregate of 1,400,000 Franklin Shares held for the Trust (approximately 18.5 percent of the total amount which would be outstanding if all of the Warrants beneficially owned by the Trust were exercised). This number consists of (i) 1,307,695 Franklin Shares, and (ii) 92,305 Franklin Shares issuable upon exercise of 92,305 Warrants held for the Trust. The Trustee, in its fiduciary capacity as trustee of the Trust, holds the power to vote and dispose of the Franklin Shares held for the Trust, and to dispose of the Warrants held for the Trust. The Bank has the power to direct the voting and disposition of such Franklin Shares, by reason of its control over the Trustee through its direct ownership of all of the Trustee's voting securities. See Item 6. The inclusion of information elsewhere in this joint statement regarding Franklin Shares and Warrants other than those expressly acknowledged under this caption to be beneficially owned by the Trustee and the Bank shall not be construed as an admission that the Trustee and the Bank are members of any group which includes any of the other Reporting Persons identified herein or that the Trustee and the Bank are otherwise beneficial owners of any Franklin Shares or Warrants except as expressly acknowledged under this caption. (c) A Schedule identifying all transactions involving Franklin Shares and Warrants effected by the Reporting Persons since December 11, 1994 (sixty days before the date hereof) is included as Annex II hereto, which is incorporated by reference in response to this item 5(c). All of such transactions were sales effected by the Trustee for the account of the Trust, which were executed in routine brokerage transactions in the over-the- counter market. Item 6. Contracts, Arrangements, Understandings and Relationships with respect to Securities of the Issuer. The Trustee intends to consult with Dr. Simons regarding the acquisition, disposition and voting of any securities of Franklin for the account of the Trust. In addition to the options held by Dr. Simons referred to in Item 5 above, Dr. Simons is the holder of options to purchase 1,600 Franklin Shares. These options may be exercised beginning July 4, 1995 through January 3, 2005 at an exercise price of $20.75 per Franklin Share. These options were granted as of January 3, 1995 under the Issuer's Stock Option Plan. SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement, insofar as it relates to or was provided by the undersigned, is true, complete and correct. Date: February 16, 1995 BERMUDA TRUST COMPANY LIMITED By: /s/ E. Neil Halliday ------------------------- E. Neil Halliday Trust Officer THE BANK OF BERMUDA LIMITED By: /s/ Suzanne J. Dionne ------------------------- Suzanne J. Dionne Deputy Manager /s/ James H. Simons ------------------------------ JAMES H. SIMONS
ANNEX I ------- BERMUDA TRUST COMPANY LIMITED ----------------------------- NAME & TITLE ADDRESS CITIZENSHIP OCCUPATION ------------ ------- ----------- ---------- Eldon H. Trimingham "Fish Pond Cottage" Bermudian President & Chief Executive Director & Chairman St. George's Parish Officer, Trimingham Brothers Bermuda Ltd., Font Street, Hamilton Bermuda The Hon. David E. Wilkinson "Tankfield" Paget Parish Bermudian President, Sofia Ltd., Director & Deputy Chairman Bermuda Hamilton, Bermuda Cummings V. Zuill "The Cocoon" Bermudian President, Bermuda Trust Director & President Warwick, Company Limited Bermuda John H. Matthews "La Lucha", 16 Camden Canadian Vice President & General Director & Vice President & North Road, Paget, Manager, General Manager Bermuda Bermuda Trust Company Limited Charles P.T. Vaughan-Johnson Cloverdale Apts. British President & Chief Executive Director South Shore Road The Bank of Bermuda Limited Devonshire, Bermuda William F. Maycock "Old Chimneys" Bermudian Manager, Bermuda Trust Company Director & Manager Rocky Bay Lane Limited South Shore Road Devonshire, Bermuda J. Frank Peniston 9 Between the Walls Bermudian Manager, Manager Pitt's Bay Road Bermuda Trust Company Limited Pembroke, Bermuda Judith P. Doidge "Glenmore" Bermudian Corporate Secretary, Secretary 18 Tatems Hill, The Bank of Bermuda Limited Pembroke, Bermuda David A. Sussman 45 Manor House Canadian Corporate Legal Counsel, Assistant Secretary Manor House Drive, The Bank of Bermuda Limited Smiths, Bermuda Michele W.Y. Ho 38, Olivebank Malaysian Assistant Corporate Legal Assistant Secretary Warwick, Counsel, Bermuda The Bank of Bermuda Limited Alastair Macdonald "Wyndcliff" Bermudian Manager, Manager 8 Overock Hill Bermuda Trust Company Pembroke, HM 05 Limited Bermuda Karen Malcolm 6 Inwood Mews Scottish Corporate Trust Legal Counsel, Manager Lovers Lane The Bank of Bermuda Limited Paget, Bermuda The address of the Bank of Bermuda Limited and Bermuda Trust Company Limited is: 6 Front Street, Hamilton HM 11, Bermuda
THE BANK OF BERMUDA LIMITED --------------------------- BOARD OF DIRECTORS ------------------ NAME & TITLE ADDRESS CITIZENSHIP OCCUPATION ------------ ------- ----------- ---------- Eldon H. Trimingham "Fish Pond Cottage" Bermudian President & Chief Executive Chairman & Director St. George's Parish Officer, Bermuda Trimingham Brothers Ltd. Front Street, Hamilton, Bermuda The Hon. "Green Hill" Bermudian Senior Partner, Charles T.M. Collis, OBE Devonshire Parish Conyers, Dill & Pearman QC JP Bermuda Church Street, Clarendon Deputy Chairman & Director House, Hamilton, Bermuda Joseph C. H. Johnson, JP "Kirriemuir" Bermudian President & Chief Second Deputy Chairman & Pembroke Parish Bermuda Executive Officer, Director American International Company Limited 29 Richmond Road, Hamilton, Bermuda Warren A. Brown "Knapton House" Bermudian Chairman, Director Smiths Parish Archie Brown & Son Ltd. Bermuda Front Street, Hamilton, Bermuda John D. Campbell, QC "Greenbower" Bermudian Senior Partner, Appleby Director Paget Parish Spurling & Kempe Bermuda Cedar House, 41 Cedar Avenue, Hamilton, Bermuda Peter N. Cooper "Houston" Bermudian Managing Director, Director Warwick Parish A.S. Cooper & Sons Ltd. Bermuda Front Street, Hamilton Bermuda Henry C.D. Cox "Sunnylands" Bermudian President, Director Devonshire Parish Pearman Watlington & Co. Ltd. Bermuda Pitts Bay Road, Pembroke, Bermuda The Hon. "Grape Dunes" Bermudian Ann Frith Cartwright - Ann F. Cartwright DeCouto, JP Paget Parish Barristers & Attorneys MP Bermuda Front Street, Hamilton, Director Bermuda -2-
NAME & TITLE ADDRESS CITIZENSHIP OCCUPATION ------------ ------- ----------- ---------- The Hon. "Southern Slope" Bermudian Minister of Health, Social Quinton L. Edness, CBE JP MP Warwick Parish Services & Housing Director Bermuda P.O. Box HM 380, Hamilton HM BX, Bermuda William De V. Frith, JP "Lizard's Leap" Bermudian President Frith Liquors Ltd., Director Warwick Parish Front Street, Hamilton, Bermuda Bermuda Eloise L. Furbert, JP "Ocean View" Bermudian Director, Adult Education Director Hamilton Parish Centre, Bermuda Hamilton, Bermuda Dr. The Hon. E. Grant "Beach Cove" Bermudian Managing Director, Gibbons, JP MP Hamilton Parish Gibbons Company Ltd., Director Bermuda 21 Reid Street, Hamilton, Bermuda David P. Gutteridge "Bluenose" Bermudian Executive Vice President, Director Devonshire Parish Bermuda Home Ltd. Bermuda 34 Bermudiana Road, Hamilton, Bermuda Brian R. Hall "Top Hill" Bermudian Chairman, Johnson & Higgins Director Smith's Parish (Bermuda) Ltd. Bermuda Victoria Hall, One Victoria Street, Hamilton Bermuda David W. Hamshere, JP "Roxby" Bermudian President, TESS LTD. Director Pembroke Parish Hamilton, Bermuda Bermuda C.H. Ford Hutchings "Roughill" Bermudian Retired Director Hamilton Parish Bermuda Dr. The Hon. Clarence E. "Three Fountains" Bermudian Consultant Surgeon, James, CBE JP Smith's Parish James Building, Court Street, Director Bermuda Hamilton, Bermuda Paul A. Leseur, MBE "Peppers" Bermudian Vice President & Managing Director Somerset Parish Director, Bermuda Lantana Colony Club Ltd. P.O. Box SB90, Somerset Bridge SB BC, Bermuda Donald P. Lines, OBE FCA JP "Mill Point" Bermudian President, Director Pembroke Parish Millpoint Limited Bermuda Front Street, Hamilton, Bermuda -3-
NAME & TITLE ADDRESS CITIZENSHIP OCCUPATION ------------ ------- ----------- ---------- Richard S.L. Pearman "Callithea" Bermudian Partner, Conyers, Dill & Director Paget Parish Pearman Bermuda Chuch Street, Clarendon House, Bermuda E. Llewellyn Petty "Kestim House" Bermudian Chairman & Chief Executive Director Smith's Parish Officer, Bermuda Winter-Cookson, Petty, Ltd., 25 Serpentine Road, Pembroke, Bermuda The Hon. David E. Wilkinson "Tankfield" Bermudian President, Director Paget Parish Sofia Ltd. Bermuda Hamilton, Bermuda G. Ward Young, MBE "Ground Swell" Bermudian President & Chief Executive Director Paget Parish Officer, BDC Ltd., Bermuda 1 Mill Creek Road Hamilton, Bermuda -4-
EXECUTIVE OFFICERS OF THE BANK OF BERMUDA LIMITED ------------------------------------------------- EXECUTIVE OFFICER PRINCIPAL RESIDENCE CITIZENSHIP TITLE ----------------- ------------------- ----------- ----- Charles P.T. Vaughan-Johnson, 30 Cloverdale Apts. British President & Chief Executive F.C.I.B. (Philip Talbot) South Shore Road Officer Devonshire FL05 Bermuda Louis K. Mowbray (Kempe) "Timberly" Bermuda Executive Vice President, 44 North Shore Road (British Subject) Administration Smith's Parish FL03 Bermuda Luis A. Douglas "Las Palmas" Bermudian Executive Vice President, (Andrew) 4 The Lane Paget PG05, (British Subject) Corporate Trust, Systems and Bermuda Operations John A. Hawkins, F.C.A. House No. 6 British Executive Vice President, (Anthony) La Hacienda Asia Pacific 29 Mt. Kellett Road Hong Kong James H.P. Masters, J.P. "The Pepper Mill" Bermudian Executive Vice President, (Henry Peniston) Smiths Parish, FL08, (British Subject) Bank Asset Management Bermuda Barry L. Shailer (Lawrence) "Moongate" Bermudian Executive Vice President, 14 Garthowen Road (British Subject) Banking Devonshire Parish Bermuda Peter W. Le Noury "Waterwitch" British Senior Vice President, (Walter) 14 St. Annes Road, Information Systems & Southampton SN01 Operations Bermuda Peter Mellor "Lolly's Well" British Senior Vice President 3 Lolly's Well Road Investments Smith's Parish, FL 07 Bermuda Alan F. Richardson, C.A. J.P. 43 St. Mary's Road Bermudian Senior Vice President, Retail (Frederick) Warwick WK 06 (British Subject) Banking Bermuda Henry B. Smith 24 Napier Avenue Bermudian Senior Vice President, Europe (Blackburn) London SW6 3PT (British Subject) England -5-
EXECUTIVE OFFICER PRINCIPAL RESIDENCE CITIZENSHIP TITLE ----------------- ------------------- ----------- ----- and "Ardsheal Cottage" 15 Adrsheal Drive Paget PG06 Bermuda Cummings V. Zuill (Vail) "The Cocoon" Bermudian President - Bermuda Trust Co. 9 Kirkdale Drive (British Subject) Ltd. and Head of Bermda Trust Warwick WK06 International Bermuda -6-
ANNEX II RECENT DISPOSITIONS OF COMMON STOCK OF FRANKLIN ELECTRONIC PUBLISHERS, INC. BY THE LORD JIM TRUST Number of Price Per Date Shares Share -------- -------------- -------------- 02/01/95 58,579 $27.00 02/06/95 20,000 $27.00 -----END PRIVACY-ENHANCED MESSAGE-----