-----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, WMvddrCgx7ikxoJr8XR36pHk4dolRu3z5In/Sh7dTlNttg9ivGFTdJjsJcG6SPuv sGOcsji2KBYphpVVsH+hCQ== 0000892251-10-000107.txt : 20100511 0000892251-10-000107.hdr.sgml : 20100511 20100511121627 ACCESSION NUMBER: 0000892251-10-000107 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100511 DATE AS OF CHANGE: 20100511 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: 10819824 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 sc13damendno15.htm AMENDMENT NO. 15 sc13damendno15.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 15)
 
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 11, 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*
 
 
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)
 
 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*
 
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)
 
 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*
 
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. 15 (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, 12, 13 and 14 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, April 23, 2010, May 7, 2010 and May 7, 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 J ason 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 fourteenth paragraph thereof:
 
On May 11, 2010, the Reporting Persons sent to the Thomas Siemers, Trustee of the ESOP, a letter regarding First Bankers Trust Company, special trustee of the ESOP (the “Special Trustee”), which letter is filed as Exhibit 99.1 hereto and incorporated herein by reference.  The second sentence of the first paragraph of the May 7, 2010 letter filed as Exhibit 99.1 to Amendment No. 14 referring to golden parachutes  was not included in the copy of the letter sent to the Board of Directors of the Issuer and is hereby removed and redacted.
 
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 Trustee of the ESOP on May 11, 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 11, 2010  
 
 
 
John C. Lame
 
 
       
 
By:
/s/ F. Mark Reuter  
    Attorney-in-Fact for John C. Lame  
    Date: May 11, 2010  
 
 
 
Jason D. Long
 
 
       
 
By:
/s/ F. Mark Reuter  
    Attorney-in-Fact for Jason D. Long  
    Date: May 11, 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 ex991051110.htm EXHIBIT 99.1 ex991051110.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 11, 2010

The Franklin Savings and Loan Company
Employee Stock Ownership Plan
Attn:           Thomas H Siemers, Trustee
4750 Ashwood Drive
Cincinnati, Ohio 45241-2453
 
 
Re:
First Bankers Trust: Special Trustee

Dear Tom:

In your letter dated May 6, 2010 you again refused to accept our offer to purchase all of the voting shares held by the Franklin Savings and Loan Company Employee Stock Ownership Plan (the “ESOP”) at a substantial premium.

This time your excuse for failing to put the ESOP’s interests above your own is that you hired a special trustee for the ESOP.

Your letter stated that your special trustee, First Bankers Trust Company, was prepared to discuss our offer.  Though not stated, we assumed that in delegating your fiduciary duties to First Bankers Trust Company, you would have given them all the power and authority necessary to accept our offer.

When we called your special trustee, we learned that none of this is true.  Here is what we learned when we called that representative of the special trustee you indentified in your letter:

 
·
This “special trustee” does not feel competent on its own to consider our offer and intends to hire a third party valuation firm/advisor (it would appear that you are now recycling your excuses as this is the same thing you said in your April 9, 2010 letter) and special counsel.

 
·
You have not in fact given the special trustee the responsibility of overseeing the pass-through voting at the shareholders meeting, to ensure the confidentiality of participant voting (which was a condition of our offer).

 
·
The special trustee will not have the authority to delay the shareholders meeting.

 
·
The special trustee has advised us not to expect a response to our offer before the end of June.

 
 

 

Casting our offer aside to a special trustee with limited authority and the inability to decide until the end of June is a further breach of your fiduciary duty to the ESOP.  We imagine that your neglect to take your fiduciary duties seriously will be received with great disappointment by plan participants.
 
     
    Sincerely,  
       
 
 
/s/ Jason D. Long  
    Jason D. Long  
   
Vice President
 
       
 
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