-----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, QNy4ILt8njwpwzo/jEmLXsISgmTOI/Ms5GFJZAYbMZpSH7Bvjh4eT2kmBvne+RSD BlqL5QbjAXUGhIubb9R20g== 0000896463-96-000184.txt : 19961118 0000896463-96-000184.hdr.sgml : 19961118 ACCESSION NUMBER: 0000896463-96-000184 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961114 SROS: NASD 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: 96663129 BUSINESS ADDRESS: STREET 1: 401 EAST COURT STREET SUITE 200 STREET 2: FRANKLIN SAVINGS CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137211031 MAIL ADDRESS: STREET 1: 401 EAST COURT STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIEMERS THOMAS H CENTRAL INDEX KEY: 0000905139 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 271329576 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6927 WHIPPOORWILL DRIVE CITY: CINCINNATI STATE: OH ZIP: 45230 BUSINESS PHONE: 513-721-0808 MAIL ADDRESS: STREET 1: 6927 WHIPPOORWILL DRIVE CITY: CINCINNATI STATE: OH ZIP: 45230 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* First Franklin Corporation ----------------------------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------------------- (Title of Class of Securities) 320272107 ---------------------------------- (CUSIP Number) Thomas H. Siemers c/o First Franklin Corporation 4750 Ashwood Drive Cincinnati, OH 45241 (513) 469-8000 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 6, 1996 ------------------------------------------------------- (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 this 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: 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 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 Pages SCHEDULE 13D CUSIP NO. 320272107 Page 2 of 6 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON: Thomas H. Siemers ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ___ (b) X 3. SEC USE ONLY: 4. SOURCE OF FUNDS: OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): _____ 6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (These numbers reflect a recent two-for-one stock split) 7. SOLE VOTING POWER: 96,758 8. SHARED VOTING POWER: 18,600 9. SOLE DISPOSITIVE POWER: 160,262 10. SHARED DISPOSITIVE POWER: 18,600 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 178,862 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: _____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 15.13% 14. TYPE OF REPORTING PERSON: IN Page 3 of 6 Pages ITEM 1. SECURITY AND ISSUER The class of equity securities to which this amendment relates to is the Common Stock, $.01 par value (the "Common Stock"), of First Franklin Corporation ("First Franklin"). First Franklin's main office is located at 4750 Ashwood Drive, Cincinnati, Ohio 45241. It owns 100% of the shares of common stock of The Franklin Savings and Loan Company, a savings and loan association in Cincinnati ("Franklin Savings"). ITEM 2. IDENTITY AND BACKGROUND The name and business address of the person filing this amendment is Thomas H. Siemers, First Franklin Corporation, 4750 Ashwood Drive, Cincinnati, Ohio 45241. Mr. Siemers is President and Chief Executive Officer of First Franklin and Franklin Savings. During the last five years, Mr. Siemers has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Mr. Siemers has not been a party to any court proceeding of a judicial or administrative body of competent jurisdiction, which resulted in him being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or in a finding of any violation of such laws. Mr. Siemers is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Since the filing of his last amendment in April 1995, Mr. Siemers has increased his beneficial ownership through the exercise of stock options, allocations from The Franklin Savings & Loan Company Employee Stock Ownership Plan (the "ESOP") and acquisitions of shares by the ESOP, of which Mr. Siemers serves as trustee. During 1996 to date, he has exercised options for 5,000 shares at an exercise price of $5.00 per share. The funds for this exercise of options, or $25,000, came from personal funds. In January 1996, the ESOP allocated 2,476 shares of Common Stock previously purchased with funds contributed by Franklin Savings to Mr. Siemers' account. During 1996, 11,616 shares of Common Stock were purchased by the ESOP for an aggregate of $173,550, with funds contributed by Franklin Savings. Page 4 of 6 Pages ITEM 4. PURPOSE OF TRANSACTION Shares beneficially owned by Mr. Siemers have been acquired for investment. Mr. Siemers may from time to time, depending upon market conditions and other investment considerations, purchase additional shares of First Franklin for investment through the exercise of options or in the open market or may dispose of shares of First Franklin. The ESOP, over which Mr. Siemers serves as trustee, may purchase or dispose of shares of First Franklin. Mr. Siemers is also trustee of The Franklin Savings and Loan Company Defined Benefit Pension Plan, a tax-qualified employee pension plan (the "Pension Plan"), which may purchase or dispose of shares of First Franklin. As President and Chief Executive Officer of First Franklin and Franklin Savings, Mr. Siemers is involved in material decision making by First Franklin. He, at times, explores potential actions and transactions that may be advantageous to First Franklin and Franklin Savings, including possible mergers, acquisitions, reorganizations or other material changes in the business, corporate structure, management policies, governing instruments, securities or the regulatory and reporting obligations of First Franklin and Franklin Savings. The control regulations of the Office of Thrift Supervision ("OTS") and First Franklin's Certificate of Incorporation establish limitations on acquisitions in excess of 10% of First Franklin's shares. In April 1992, the Board of First Franklin requested and received shareholder authorization for Mr. Siemers' to exceed the 10% stock ownership limitation contained in First Franklin's Certificate of Incorporation. In addition, Mr. Siemers submitted a Notice of Change in Control with the OTS under its control regulations to acquire shares in excess of 10%. The OTS did not object to the Notice. Mr. Siemers has recently submitted a modification of the Notice to reflect his current holdings under OTS regulations. Except as noted above with respect to Mr. Siemers' activities on behalf of First Franklin and Franklin Savings as their President, Mr. Siemers has no plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of First Franklin, or the disposition of securities by First Franklin; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving First Franklin or any of its subsidiaries; (c) a sale or transfer of material amount of assets of First Franklin or any of its subsidiaries; (d) any change in the present Board of Directors or management of First Franklin, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of First Franklin; (f) any other material change in First Franklin's business or corporate structure; (g) changes in First Franklin's articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of First Franklin by any persons; (h) a class of securities of First Franklin being delisted from a national securities exchange or to ceasing to be authorized to be quoted in an inter-quotation system of a registered national securities association; (i) a class of equity securities of First Franklin becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Page 5 of 6 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Mr. Siemers beneficially owns 178,862 or 15.13% shares of Common Stock of First Franklin, of which 63,504 shares are beneficially owned as a result of his serving as trustee of the ESOP and Pension Plan. Mr. Siemers owns 50,380 shares individually over which he has sole voting and investment power. He owns options to purchase 23,972 shares, which he might exercise at any time (subject to Section 16 limitations). He would have sole voting and investment power over such shares. There are 22,406 shares allocated to Mr. Siemers account in the ESOP, over which he exercises sole voting power. As trustee of the ESOP, he has no voting power over shares allocated to others or over unallocated shares. He has investment power over 48,504 shares in the ESOP, which are either unallocated or are allocated to the ESOP accounts of others as to those shares in excess of 51% of the shares in such accounts. As trustee of the Pension Plan, he has sole voting and investment power over 15,000 shares. He has joint voting and investment power over 18,600 shares owned jointly with his spouse, Susan Siemers, whose residential address is 6927 Whippoorwill Drive, Cincinnati, Ohio 45230 Mrs. Siemers, the ESOP and the Pension Plan disclaim beneficial ownership of any shares of First Franklin beneficially owned by Mr. Siemers that are not those reported above as being owned by each of them. Mr. Siemers expressly disclaims beneficial ownership of shares of First Franklin owned by his adult children who do not live with him. This amendment has been submitted because Mr. Siemers' level of beneficial ownership has increased by over 1% since April 1995, primarily as a result of stock repurchases by First Franklin or its ESOP. During 1996, the ESOP or First Franklin have purchased 41,316 shares. The purchase of 11,616 shares by the ESOP has increased the number of shares held by Mr. Siemers and the repurchases by First Franklin have reduced the number of outstanding shares. Mr. Siemers also acquired 5,000 shares in 1996 through the exercise of stock options. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than the provisions in the ESOP and Pension Plan governing Mr. Siemers' role as trustee thereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Siemers and any other person with respect to any securities of the issuer, including but not limited to, transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. None of the First Franklin Common Stock beneficially owned by Mr. Siemers is pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such shares (excluding standard default and similar provisions contained in loan agreements). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. A. The Pension Plan (filed as an exhibit to Mr. Siemers' Schedule 13D dated February 18, 1988, which is hereby incorporated by reference). B. The ESOP (filed as an exhibit to Mr. Siemers' Schedule 13D dated February 18, 1988, which is hereby incorporated by reference). Page 6 of 6 Pages SIGNATURE 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. Date: November 14, 1996 By: Thomas H. Siemers _______________________________ Thomas H. Siemers -----END PRIVACY-ENHANCED MESSAGE-----