UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 17)
First Franklin Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
320272107
(CUSIP Number)
John C. Lame
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 8, 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).
| 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* | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS* WC, OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT | |
| 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 | |
| 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* |
| 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.
This Amendment No. 17 (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 and 16 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 and May 14, 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 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 sixteenth paragraph thereof:
On June 8, 2010, the Reporting Persons sent to the shareholders of Issuer a letter regarding RiskMetrics Group's voting recommendation for John C. Lame and the termination of the solicitation of proxies and withdrawing the nomination in connection with the election of Jason D. Long, 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 Issuer's Shareholders on June 8, 2010.
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 8, 2010 | |
| | John C. Lame | |
| | | | |
| | By: | /s/ F. Mark Reuter | |
| | | Attorney-in-Fact for John C. Lame | |
| | | Date: June 8, 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
| 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 7, 2010
Dear Fellow Shareholders,
Jack Kuntz, in his latest letter to shareholders on June 2, 2010, tells us that he is tiring of this proxy contest being waged by Lenox Wealth Management. Mr. Kuntz and the Siemers family would love very much for Lenox to go away and stop putting the spotlight on the excessive wages for senior management, waste and mismanagement that has occurred at our company over the years. He would love for shareholders to just accept their thin argument that the economy and Lenox are to blame for all of Franklin’s troubles, and obediently vote for them once again. Well, they say the definition of insanity is to keep doing the same thing and expecting a different outcome. A vote for Mr. Kuntz and Mr. Siemers is a vote to continue with the sam e policies and leadership that have given us the bottom performing institution we own today. Recently, Institutional Shareholder Services (“ISS”), a subsidiary of RiskMetrics Group, has come to a similar conclusion. RiskMetrics recommends that Franklin shareholders vote for John C. Lame, not for Kuntz or Siemers.
As you may know, RiskMetrics provides comprehensive analyses of proxy issues and provides vote recommendations for more than 40,000 shareholder meetings worldwide. RiskMetrics has interviewed both sides in this contest, looked at both sides’ plans for the future, and recommended that you do not vote management’s blue proxy card. They do recommend that you vote for John C. Lame using the WHITE CARD. While noting that Jason D. Long has relevant experience that could prove beneficial to the Board, it has withheld its recommendation in this case given that Mssrs. Lame and Long work for the same company. Accordingly, Lenox is advising the staff of the Securities and Exchange Commission that it is terminating the solicitation of proxies and withdrawing the nomination in connection with the election of Mr. Long. We have and continue to want what is in the best interests of Franklin’s shareholders.
Mr. Kuntz tells us in his letter that he and Mr. Siemers informed the Office of Thrift Supervision of their “concerns” regarding whether Lenox has followed its change in control regulations and suggests that your vote for John C. Lame will not count. This desperate misrepresentation may be his most despicable and absurd allegation yet. Lenox has filed with OTS the appropriate notice of change of control and continues to intend to comply with all federal laws. Lenox and Mr. Lame have worked successfully with the OTS before and are working with them again. Your vote for him is critical for change at Franklin.
Don’t be misled. Mr. Kuntz’s Board has attempted to put every hurdle possible in the way of any opportunity to see constructive change in the governance of Franklin. Instead of coming to an agreement with a significant shareholder to allow you to have a minority voice in the accountability of the Board to shareholders, they have instructed their lawyers – at your significant expense – to do everything possible to impede our efforts.
More than anything, this election is about registering your disapproval of the entrenched leadership at Franklin. We have already stated that win or lose, Lenox is not going away.
When you vote your proxy this year, please vote for John C. Lame by signing, dating and mailing the WHITE CARD. Win or lose, we will continue to be an activist shareholder, and we will continue to demand that the Franklin board deliver a return to shareholders…something at which the Board continues to fail miserably.
If you have any questions or need further information, please do not hesitate to contact us at 513-618-7080 or the professionals at The Altman Group who are assisting Lenox in this proxy contest. They can be reached by calling toll free at 1.877.297.1741.
Sincerely,
Lenox Wealth Management
FIRST FRANKLIN CORPORATION
COMMON STOCK REVOCABLE PROXY
2010 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF
LENOX WEALTH MANAGEMENT, INC.
JOHN C. LAME
IN OPPOSITION TO THE BOARD OF DIRECTORS
OF
FIRST FRANKLIN CORPORATION
The undersigned hereby appoints John C. Lame and Peter Casey (of The Altman Group) and each or either of them, as proxy and attorney-in-fact for the undersigned, with full power to each of substitution and resubstitution, to vote all shares of common stock of First Franklin Corporation (the "Company") which the undersigned is entitled to vote at the Company’s 2010 Annual Meeting of Stockholders scheduled to be held on June 14, 2010, at 3:00 p.m. local time, and any postponements or adjournments thereof (the "Meeting"), hereby revoking all prior proxies, on the matters set forth below as follows:
| 1. | Election of Directors. | Nominees: | John C. Lame |
| | | | |
| | FOR all the nominees listed above | | WITHHOLD AUTHORITY to vote for all the nominees listed above |
| | o | | o |
| | | | |
| | INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE OR NOMINEES, WRITE THAT NOMINEE’S NAME(S) IN THE SPACE PROVIDED BELOW. |
| | | | |
| | | | |
| 2. | Ratification of the selection of Clark, Schaefer, Hackett & Co. as the Company’s independent registered public accounting firm for the year ending December 31, 2010. |
| | FOR | AGAINST | ABSTAIN |
| | o | o | o |
| | | | |
| 3. | Stockholder proposal to declassify the Company’s Board of Directors. |
| | FOR | AGAINST | ABSTAIN |
| | o | o | o |
| | | | |
| 4. | In the discretion of the proxy holders, on any other matters that may properly come before the Meeting. |
| | | | |
THIS PROXY WILL BE VOTED AS SPECIFIED.
IF A CHOICE IS NOT SPECIFIED, THE PROXY WILL BE VOTED "FOR" THE NOMINEE LISTED ABOVE, “FOR” THE
SELECTION OF CLARK, SCHAEFER, HACKETT & CO. AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM “FOR” THE
STOCKHOLDER PROPOSAL TO DECLASSIFY THE BOARD AND IN THE DISCRETION OF THE PROXY HOLDERS, ON ANY OTHER MATTERS
UNKNOWN A REASONABLE TIME BEFORE THIS SOLICITATION THAT MAY
PROPERLY COME BEFORE THE MEETING.
Please sign exactly as your name appears hereon. When shares are held by two or more persons, all of them should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by an authorized officer. If a partnership, please sign in partnership name by the authorized person.
| | | |
| | | | |
| Date | | | | |
| | | (SIGNATURE) | |
| | | | |
| | | (SIGNATURE IF HELD JOINTLY) | |
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD USING THE ENCLOSED ENVELOPE.
SUPPORT LENOX!
VOTE THE WHITE CARD!!
Vote by Telephone or the Internet:
It’s quick, easy and free
To vote your shares please locate the Control Number on the enclosed WHITE proxy card.
Then either:
| · | Call the following Toll-Free number: ____________________________ |
-or-
| · | Log on to: www.proxyvote.com to vote your shares |
Your vote is important to us. Vote the WHITE proxy card today.
Thank you for voting.
Telephone or Internet voting authorizes the names proxies to vote your securities in the same manner as if you marked, signed and returned the WHITE proxy card.
