-----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, D8/mu7naTzDSLH5ufcvXzIxEDgYG5mTAmiyQ0UT/lgJbymB1FA1WHMLv17B7UGNo uckwQvakRs1RlFMw52yysg== 0000892251-11-000003.txt : 20110106 0000892251-11-000003.hdr.sgml : 20110106 20110106104522 ACCESSION NUMBER: 0000892251-11-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110106 DATE AS OF CHANGE: 20110106 GROUP MEMBERS: JOHN C. LAME GROUP MEMBERS: LENOX MANAGEMENT CARITABLE FUND 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: 11513121 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 amendno24010411.htm SCHEDULE 13D/AMENDMENT NO. 24 amendno24010411.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. 24)
 
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)
 
December 22, 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 7
 
 

 
 
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
 
83,945
 
 8
SHARED VOTING POWER
 
0
 
 9
SOLE DISPOSITIVE POWER
 
83,945
 
10
SHARED DISPOSITIVE POWER
 
0
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
83,945
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.980%
 
 
14
TYPE OF REPORTING PERSON*
 
CO
 

Page 2 of 7
 
 

 


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
 
83,945*
 8
SHARED VOTING POWER
 
0
 9
SOLE DISPOSITIVE POWER
 
83,945*
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
83,945*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*   o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.980%
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 7
 
 

 


 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Lenox Management Charitable Fund
 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
 
14,160
 8
SHARED VOTING POWER
 
0
 9
SOLE DISPOSITIVE POWER
 
14,160
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
14,160
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*   o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.840%
14
TYPE OF REPORTING PERSON*
 
IN

 

Page 4 of 7
 
 

 

This Amendment No. 24 (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, 19, 20, 21, 22 and 23 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, June 18, 2010, June 23, 2010, July 2, 2010, July 9, 2010 and November 17, 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 locat ed at 4750 Ashwood Drive, Cincinnati, Ohio 45241 (the “Issuer”), previously filed by Lenox Wealth Management, Inc. (“Lenox”) and John C. Lame.  Lenox, Mr. Lame and the Lenox Wealth Management Charitable Fund 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 5.
Interest in Securities of the Issuer
 
(a)           See Item 11 and Item 13 on pages 2 through 4 of this Schedule 13D/A.
 
(b)           See Items 7 through 10 of pages 2 through 4 of this Schedule 13D/A.
 
(c)           During the past sixty days, the Reporting Persons effected the following transactions in the Common Stock, all of which were effected in the open market, except for the gift transactions listed in the table below, which were effected as a private transaction:
 
Date
Transaction
Shares
Purchase Price
 Per Share
12/22/2010
Sale
8,000
$14.30
12/22/2010
Sale
6,800
$14.30
12/22/2010
Sale
6,648
$14.35
12/22/2010
Sale
2,000
$14.30
12/22/2010
Sale
1,975
$14.30
12/22/2010
Sale
100
$14.32
12/22/2010
Sale
100
$14.35
12/23/2010
Sale
100
$14.25
12/23/2010
Sale
100
$14.29
12/23/2010
Sale
100
$14.30
12/23/2010
Sale
100
$14.32
12/23/2010
Sale
100
$14.34
12/27/2010
Sale
200
$14.25
12/27/2010
Sale
9,677
$14.25
12/27/2010
Gift
7,127
$14.30
1/4/2011
Sale
200
$14.34
1/4/2011
Gift
7,033
$14.25
1/5/2011
Sale
38,620
$14.20
1/5/2011
Sale
100
$14.26
1/5/2011
Sale
100
$14.26
1/5/2011
Sale
100
$14.26
1/5/2011
Sale
100
$14.26
1/5/2011
Sale
500
$14.21
1/5/2011
Sale
500
$14.20
1/5/2011
Sale
100
$14.20
1/5/2011
Sale
3,100
$14.20
1/5/2011
Sale
3,900
$14.20
 

Page 5 of 7
 
 

 

 
(d)           NA
 
(e)           As of January 5, 2011, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock.
 
Item 7.
Material to Be Filed as Exhibits
 
Item 7 is hereby amended and restated as follows:
 
99.1           Power of Attorney
 

Page 6 of 7
 
 

 


 
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:  January 6, 2011  
 
 
 
John C. Lame
 
 
       
 
By:
/s/ F. Mark Reuter  
    Attorney-in-Fact for John C. Lame,  
     Date:  January 6, 2011  
 
 
 
Lenox Wealth Management Charitable Fund
 
 
       
 
By:
/s/ F. Mark Reuter  
    Attorney-in-Fact for John C. Lame,  
    on behalf of the Lenox Wealth Management Charitable Fund  
     Date:  January 6, 2011  
 
 
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 7 of 7
EX-99.1 2 ex991poa0111.htm POWER OF ATTORNEY ex991poa0111.htm
Exhibit 99.1
 


 
POWER OF ATTORNEY
 
Know by all these presents, that the undersigned, Jason Long, as an authorized representative of Lenox Wealth Management Charitable Fund (the “Fund”), hereby makes, constitutes and appoints each of F. Mark Reuter and Bryan A. Jacobs the attorneys-in-fact (the “Attorneys-In-Fact”) of the Fund, with full power and authority, including without limitation the power of substitution and resubstitution, acting together or separately, in the name of and for and on behalf of the Fund:
 
(a)    For the purpose of complying with the requirements of the Securities Act of 1933, as amended, and the rules of the Securities and Exchange Commission (the “Commission”) promulgated thereunder (collectively, the “Securities Act”), and the Securities Exchange Act of 1934, as amended, and the rules of the Commission promulgated thereunder (collectively, the “Exchange Act”), to prepare or cause to be prepared, execute, sign and file with the Commission and all applicable securities exchanges on behalf of the undersigned all statements, reports and other filings (including without limitation any amendments thereto) required to be filed by the undersigned under the Securities Act or the Exchange Act, including without limitation all Schedules 13D, Schedules 13G, Schedules 13E-3, and Schedules 14D-1 with respect to the securities of First Franklin Corporation (the “Issuer”); and
 
(b)    To make, execute, acknowledge, and deliver such other documents, letters, and other writings, including communications to the Commission, and in general to do all things and to take all actions, which the Attorneys-In-Fact in his or her sole discretion may consider necessary or proper in connection with or to carry out the objective of complying with the Securities Act and the Exchange Act, as fully as could the undersigned if personally present and acting.  The Attorneys-In-Fact are hereby empowered to determine in his/her sole discretion the time or times when, purpose for and manner in which any power therein conferred upon him or her shall be exercised, and the conditions, provisions, or other contents or any report, instrument or other documen t which may be executed by him or her pursuant hereto.
 
The undersigned hereby ratifies all that the Attorneys-In-Fact or his or her substitute or substitutes shall do under the authority of this Power of Attorney.
 
The Attorneys-In-Fact shall have full power to make and substitute any other Attorneys-In-Fact in his or her place and stead.  The term “Attorneys-In-Fact” shall include the respective substitutes of any Attorneys-In-Fact.
 
The undersigned acknowledges that the foregoing Attorneys-In-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the Fund’s responsibilities to comply with the Securities Act or the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the Fund is no longer required to make filings with the Securities and Exchange Commission with respect to the Fund’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-In-Fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of January, 2011.
 
 
  LENOX WEALTH MANAGEMENT CHARITABLE FUND
 
 
       
 
By:
/s/ Jason D. Long  
   
Signature
 
 
     Jason D. Long, Vice President  
     Name and Title  
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