SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
The Franklin Holding Corporation (Delaware)
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
353539109
(CUSIP Number)
Stephen L. Brown, Chairman
450 Park Avenue, New York, NY 10022 (212) 486-2323
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 1997
(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. [ ]
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. 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 this Act (however, see
the Notes).
[Page 1 of 10]
<PAGE>
13D
CUSIP No. 353539109
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Stephen L. Brown
###-##-####
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
PF, 00
_____________________________________________________________________________
(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 (7) SOLE VOTING POWER
224,233
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
25,000
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
224,233
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
25,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
249,233
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 31.1%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 2 of 10]
<PAGE>
13D
CUSIP No. 353539109
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
S. L. Brown & Company, Inc.
23-2317691
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC
_____________________________________________________________________________
(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 (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
25,000
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
25,000
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
249,233
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 31.1%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 3 of 10]
<PAGE>
Item 1.
The Schedule 13D filed Mar 22, 1986, as amended by Amendments 1 through
14 (the "Schedule 13D"), relating to the common stock, par value $1.00 per
share (the "Common Stock"), of The Franklin Holding Corporation (Delaware)
("Franklin") originally filed on behalf of ETL Services, Inc., Stephen L.
Brown, SLB II, L.P., Carl D. Glickman and the 1965 Michael Trust is hereby
amended by this Amendment No. 15 to Schedule 13D as follows:
Item 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
(a) This statement is filed by : (i) Stephen L. Brown, with respect
to the shares of Common Stock directly owned by Mr. Brown and the shares of
Common Stock beneficially owned by him as Chairman of S.L. Brown & Company,
Inc. ("S.L. Brown & Company"), in accordance with the Plan of Complete
Liquidation and Dissolution of S.L. Brown & Company (the "Plan of
Liquidation") and the Agreement and Irrevocable Proxy, dated as of July 1,
1997, and (ii) S.L. Brown & Company with respect to the shares of Common Stock
directly owned by it.
(b) The business address of Mr. Brown and S.L. Brown & Company is 450
Park Avenue, New York, New York 10022.
(c) Mr. Brown is the Chairman of the Board of Directors of S.L. Brown
& Company. S.L. Brown & Company has implemented the Plan of Liquidation, the
event which prompts this filing.
(d) None of the persons referred to in paragraph (a) has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was, or is 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 finding any violation with respect to such
laws.
(f) Mr. Brown is a United States citizen. S.L. Brown & Company is a
corporation organized under the laws of the State of Delaware.
[page 4 of 10]
<PAGE>
Item 4. Purpose of the Transaction.
Item 4 is hereby amended and restates in its entirety as follows:
Pursuant to the Plan of Liquidation, S.L. Brown & Company initially
distributed 225,000 of its 250,000 shares of Common Stock of Franklin on a pro
rata basis to the shareholders of S.L. Brown & Company. The remaining 25,000
shares of Common Stock of Franklin will be distributed by S.L. Brown & Company
to its shareholders as a final liquidation distribution on the date on which
all remaining assets of S.L. Brown & Company are disposed of pursuant to the
Plan of Liquidation.
As of the date hereof, Stephen L. Brown will directly own 106,297 of the
801,198 outstanding shares of Franklin Common Stock. As Chairman of S.L.
Brown & Company, Stephen L. Brown will beneficially own the 25,000 remaining
shares yet to be distributed among the shareholders of S.L. Brown & Company.
In addition, Stephen L. Brown was granted a proxy over 117,936 shares of
Common Stock of Franklin distributed to the shareholders of S.L. Brown &
Company pursuant to the Plan of Liquidation. The Form of Agreement and
Irrevocable Proxy is attached hereto as Exhibit 2.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to read in its entirety as follows:
A. Stephen L. Brown
(a) Aggregate number of shares beneficially owned: 249,233
Percentage: 31.1% The percentages used herein are calculated based upon the
801,198 shares of Common Stock issued and outstanding as reflected in the
Franklin's Proxy Statement dated May 10, 1996.
(b) 1. Sole power to vote or direct vote: 224,233
2. Shared power to vote or direct vote: 25,000
3. Sole power to dispose or direct the disposition: 224,233
4. Shared power to dispose or direct the disposition: 25,000
(c) Mr. Brown did not enter into any transactions in the Common
Stock of the Company within the last sixty days.
(d) Not applicable.
(e) Not applicable.
B. S.L. Brown & Company, Inc.
(a) Aggregate number of shares beneficially owned: 25,000
Percentage: 3.1%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 25,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 25,000
(c) S.L. Brown & Company did not enter into any transactions in
the Common Stock of the Company within the last sixty days.
(d) Not applicable.
(e) Not applicable.
[page 5 of 10]
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached as Exhibit 1 and the
Agreement and Irrevocable Proxy attached as Exhibit 2 hereto, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 hereof and between such persons and any
person with respect to any securities of the Company, including but not limited
to transfer or voting of any other securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(f)(1) under
the Securities Exchange Act of 1934, as amended. There is filed herewith as
Exhibit 2 an Agreement and Irrevocable Proxy.
[Page 6 of 10]
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(f)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D, as amended, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, as amended, shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or its
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent that he
or its knows or has reason to believe that such information is inaccurate.
July 21, 1997
/s/ STEPHEN L. BROWN
Stephen L. Brown, individually,
and as Chairman of the Board of
S.L. Brown & Company, Inc.
[Page 7 of 10]
<PAGE>
EXHIBIT 2
FORM OF AGREEMENT AND IRREVOCABLE PROXY
AGREEMENT AND IRREVOCABLE PROXY, dated as of July 1, 1997, among the
undersigned holder of the number of shares of common stock (the "Common
Stock") of THE FRANKLIN HOLDING CORPORATION (Delaware), a Delaware corporation
(the "Corporation"), set forth opposite such holder's name on the signature
page hereto (the "Stockholder"), and STEPHEN L. BROWN.
This Agreement is being entered into as consideration for, and as an
inducement to, Mr. Brown providing the Stockholder with the opportunity to
acquire direct ownership of the Shares (as defined below). Accordingly, in
consideration for the premises and the agreements set forth herein and for
other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereby agree as follows:
1. Irrevocable Proxy. (a) The Stockholder hereby grants STEPHEN L.
BROWN an irrevocable proxy with respect to (i) the shares of Common Stock now
owned beneficially or of record by the Stockholder, or standing in the
Stockholder's name, the number of which shares are set forth opposite such
Stockholder's name on the signature page hereto and (ii) the shares of Common
Stock hereafter acquired or standing in the Stockholder's name (the shares
referred to in clauses (i) and (ii) collectively being referred to herein as
the "Shares"), and hereby authorizes and empowers Mr. Brown to vote, and to
execute consents with respect to, all Shares, for any purpose, whether
ordinary or extraordinary, including all matters as to which a vote or consent
of stockholders may be required by the Delaware General Corporation Law or
otherwise. The term "Proxy Holder" as used herein shall mean Mr. Brown.
Without limiting the generality of the foregoing, the Proxy Holder may vote
such Shares for or in ratification of, or against, any amendment of the
Certificate of Incorporation or the By-laws, a recapitalization,
reorganization, increase or reduction of capital or shares, merger,
consolidation, partial or total liquidation, dissolution or any sale or
mortgage of assets, in whole or in part, of the Corporation. The Stockholder
shall be bound by any such vote as if made by him directly and shall have no
right to demand an appraisal of his stock in any circumstance or to object to
any such transaction, all of which rights are hereby waived. The Stockholder
hereby revokes all prior proxies appointed by the undersigned at any time with
respect to the Shares. The proxy granted herein shall become effective upon
the receipt of the Shares by the Stockholder.
[Page 8 of 10]
<PAGE>
(b) THIS PROXY IS AN IRREVOCABLE PROXY COUPLED WITH AN INTEREST.
This proxy is coupled with an interest in the Shares and is irrevocable, shall
not be terminated by any act of the Stockholder or by operation of law, by
death, disability or incompetence of the Stockholder, by lack of appropriate
power or authority, or by the occurrence of any other event or events and
shall be binding on all beneficiaries, heirs at law, legatees, distributees,
successors, assigns and legal representatives of the Stockholder. If after
granting this irrevocable proxy the Stockholder shall die or become
incapacitated, cease to have appropriate power or authority, or if any other
such event or events shall occur, the Proxy Holder is nevertheless authorized
to vote the Shares as if such death, incapacity, lack of appropriate power or
authority or other event or events had not occurred and regardless of notice
thereof.
(c) Any sale, disposition, assignment, pledge, hypothecation,
encumbrance or other transfer of any interest in the Shares shall in all
events be subject to this irrevocable proxy.
(d) The irrevocable proxy granted herein shall expire on the earlier
to occur of (i) June 30, 1998, (ii) the death of Mr. Brown or (iii) the
termination of the proxy by the Proxy Holder.
(e) The failure to realize profits or the incurrence of losses during
the term of the irrevocable proxy granted herein shall not give rise to any
liability on the part of the Proxy Holder.
2. Legend. Each certificate evidencing the Shares shall be stamped
or otherwise imprinted with a legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO AN AGREEMENT
AND IRREVOCABLE PROXY."
The legend set forth above shall be removed from the certificates upon
termination of this Agreement pursuant to Section l(d) above.
3. Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the laws of the State of
Delaware applicable to agreements made and to be performed entirely within
such State.
4. Counterparts. This Agreement may be executed by the parties
hereto in one or more counterparts which together shall constitute a single
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
STEPHEN L. BROWN
STOCKHOLDER
(_______ shares)
[Page 9 of 10]
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information as set forth in this statement is true, complete
and correct.
DATED: July 21, 1997 /s/ STEPHEN L. BROWN
Stephen L. Brown, individually,
and as Chairman of the Board of
S.L. Brown & Company, Inc.
[Page 10 of 10]
