-----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, FQdxc8FHDSPIKIvGuDa7ZWGx1Z7sMb9Asf2qsKd7aet1aTAsJ9ps/bSUzjKCugF0 xnx8ar98T0ve6Dy6OpToVg== 0000892251-10-000112.txt : 20100514 0000892251-10-000112.hdr.sgml : 20100514 20100514144612 ACCESSION NUMBER: 0000892251-10-000112 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100514 DATE AS OF CHANGE: 20100514 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: 10832579 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 sc13daamendno16.htm SCHEDULE 13D AMENDMENT NO. 16 sc13daamendno16.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 16)
 
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 14, 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. 16 (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, 14 and 15 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, May 7, 2010 and May 11, 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 fifteenth paragraph thereof:
 
On May 14, 2010, the Reporting Persons sent to the Trustee a letter regarding Lenox’s standing offer to acquire the ESOP shares, which letter is filed as Exhibit 99.1 hereto 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 Trustee of the ESOP on May 14, 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 14, 2010  
 
 
 
John C. Lame
 
 
       
 
By:
/s/ F. Mark Reuter  
    Attorney-in-Fact for John C. Lame  
    Date: May 14, 2010  
 
 
 
Jason D. Long
 
 
       
 
By:
/s/ F. Mark Reuter  
    Attorney-in-Fact for Jason D. Long  
    Date: May 14, 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 ex991amendno16.htm EXHIBIT 99.1 ex991amendno16.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 14, 2010


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

Re:           Your Continuing Breach of Fiduciary Duty to Your ESOP

Dear Tom:

Given your continuing protection of your self-interest at the expense of the Franklin Savings and Loan Company Employee Stock Ownership Plan (the “ESOP”), we completely understand that you wish to wash your hands of this matter as suggested in your May 13, 2010 letter.
 
You seek clarification as to whether our offer to acquire all ESOP shares for $15.00 per share, which offer has now been outstanding for over a month and a half, remains outstanding.  You seem desperate to find a way to avoid fulfilling your fiduciary duty to the ESOP.
 
While it seems clear from your various excuses and delays that you have no intention whatsoever of fulfilling your fiduciary duty to the ESOP and accepting our offer, this confirms that our offer (as most recently restated in our April 23, 2010 letter) remains outstanding at the present time.
 
We hope you will now step up and remedy your past breaches of fiduciary duty to the ESOP by accepting this offer now without further delay.
 
Pushing the decision making authority off to an independent trustee who is unwilling or unable to consider our offer until the end of June, constitutes another breach of your fiduciary duty in connection with our offer.
 
Also, please recall that our offer is subject to various pre-conditions (as stated in our April 23, 2010 letter) including the appointment of an independent ESOP fiduciary with the responsibility and commensurate authority to oversee and conduct the ESOP pass-through voting in connection with the 2010 Annual Meeting, in a manner that is completely confidential so that no Franklin officers, directors or employees will ever know how any ESOP participant voted (and the confidentiality protections must be explained in advance to the ESOP participants so they may vote their conscience without fear of reprisal).
 
This protection of the pass-through vote is particularly important given your past history of threats and intimidation to your plan participants.
 
Consistent with your past delays and deceptions, your special trustee told us that you did not give it the authority to accept this condition, more or less locking in your breach of fiduciary duty.
 
In your May 13, 2010 letter, you refer to American Election Services, LLC and state that voting will remain confidential.  Will you please confirm that American Election Services, LLC has signed an agreement agreeing to act as an ESOP fiduciary and to conduct the pass-through voting as a fiduciary in strict compliance with the conditions of our April 23, 2010 letter.  If you can do so, this would be a good step in the right direction.  The next step would be to accept our offer or to advise your special trustee that they cannot wait until the end of June to accept our offer.
 
To summarize, our offer as most recently restated in our April 23, 2010 letter, remains outstanding.  However, given your continuing delays, excuses, and breaches of fiduciary duty, we reserve the right to withdraw this offer as circumstances dictate.
 
   
 Very truly yours,
 
 
 
 
 
/s/ John C. Lame  
    John C. Lame  
    President and Chief Executive Officer  
       
 
c:  First Bankers Trust Company (Attn:  Linda Shultz)
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