-----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, A1z1nZ18RfXAORtK/dRLOpYzGwaNUxdrynsRmyzCZ0kaJg+POhM71l/2K3MM7P94 5055LMO0v/LwpZOIBk8yUA== 0000892251-10-000134.txt : 20100623 0000892251-10-000134.hdr.sgml : 20100623 20100623165604 ACCESSION NUMBER: 0000892251-10-000134 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100623 DATE AS OF CHANGE: 20100623 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: 10913102 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 sc13damendno20.htm AMENDMENT NO. 20 sc13damendno20.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 20)
 
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)
 
June 23, 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 5
 
 

 

 
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)         o                                  
 
 
 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 5
 
 

 


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 5
 
 

 

This Amendment No. 20 (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, 14,15, 16, 17, 18 and 19 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, May 11, 2010, May 14, 2010, June 7, 2010, June 11, 2010 and June 18, 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 “Issuer̶ 1;), previously filed by Lenox Wealth Management, Inc. (“Lenox”) and John C. Lame.  Lenox and Mr. Lame 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 nineteenth paragraph thereof:
 
On June 23, 2010, the Reporting Persons sent to Jack Kuntz, President and Chief Executive Officer of the Issuer, a letter regarding its offer, 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 Jack Kuntz on June 23, 2010.
 

Page 4 of 5
 
 

 


 
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: June 23, 2010  
 
 
 
John C. Lame
 
 
       
 
By:
/s/ F. Mark Reuter  
    Attorney-in-Fact for John C. Lame  
    Date: June 23, 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 5 of 5

EX-99.1 2 ex991062310.htm EXHIBIT 99.1 ex991062310.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

 
June 23, 2010

 
First Franklin Corporation Board of Directors
Attn: Mr. John J. Kuntz, Chairman
4750 Ashwood Drive
Cincinnati, Ohio 45241

Dear Jack:

Thank you for extending an invitation to us to make a presentation to members of your Board, management and financial advisory firm regarding the proposed acquisition of First Franklin Corporation by Lenox Wealth Management.   Unfortunately, scheduling conflicts will prevent us from presenting on the June 28th date that you propose.  If you could please propose alternative dates and times, so that we can schedule a mutually convenient time for our presentation, we would appreciate that courtesy.   We also would be grateful for your identification of the advisory firm that you have engaged, as well as a list of the names of everyone who you anticipate will attend the meeting .

In order for Lenox to deliver a presentation responsive to the subject matters you request we address, including the provision of a detailed pro forma financial analysis, we would like your help in continuing to respond to our requests for information related to First Franklin Corporation.   As you know, on March 25th we attempted to execute a books and records request at Franklin’s office.  As you are also aware from our correspondence dated April 5th and April 13th, the information provided was so limited in scope, and so hea vily redacted, that it was of limited value.  We believe that the information we requested months ago is now relevant to our presentation to the Franklin Board regarding our offer.  Attached to this letter as Exhibit A is a list of items we are requesting or re-requesting, as the case may be, in this regard.

Additionally, since we provided our initial offer letter we have come to suspect that Franklin may be drastically understating its loan loss reserves.   This belief is supported by Franklin’s most recent Call Report data, indicating a $1.1 million increase in past due and non-accrual loans from prior quarter to $11.2 million.  Accordingly, we fear that Franklin’s $2.7 million loss allowance may be seriously underfunded.  We expect to address this matter in our presentation, including an offer by Lenox to hire a third party consultant to review the loan portfolio.

We concede that we were surprised, and a bit skeptical, to receive what we would consider the first indication from you that our offer would be given any meaningful consideration.    If you are truly interested in pursuing a potential transaction with Lenox, as your letter suggests, we expect that you will promptly provide the information we request.

I also want to take this opportunity to apologize for the delay in responding to your letter.  We listened to the shareholder comments during the annual meeting that were critical of our all-stock offer.  We have been evaluating this past week whether we were in a position to revise the offer based on that feedback.   Our conclusion was that we would like to review the information listed in Exhibit A before possibly proposing new terms which would address the shareholder concerns raised during the annual meeting.

We look forward to hearing from you with available dates and times and receiving the requested information.


Sincerely,


Jason D. Long
Vice President / Finance

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