UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
-----
Franklin Electronic Publishers, Inc.
(formerly Franklin Computer Corporation)
----------------------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
----------------------------------------------------------------
(Title of Class of Securities)
353515-10-9
-----------------------
(CUSIP Number)
Christopher M. Wells, Esq., Coudert Brothers
1114 Avenue of the Americas, New York, New York 10036
(212) 626-4925
---------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 6, 1995
--------------------------------------------
(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 the 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: 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 disclosure 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 9 Pages
--------------------
* This 13D is restated for EDGAR purposes. It was filed
in hard copy on February 17, 1995 as Amendment No. 8
for James H. Simons and Amendment No. 5 for Bermuda
Trust Company Limited and The Bank of Bermuda Limited.
<PAGE>
SCHEDULE 13D
CUSIP No. 353515-10-9 Page 2 of 9 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BERMUDA TRUST COMPANY LIMITED, As Trustee
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Bermuda
7 Sole Voting Power
Number of
Shares 1,400,000
Beneficially 8 Shared Voting Power
Owned By
Each 0
Reporting 9 Sole Dispositive Power
Person
With 1,400,000
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
18.5%
14 Type of Reporting Person*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 353515-10-9 Page 3 of 9 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
THE BANK OF BERMUDA LIMITED
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Bermuda
7 Sole Voting Power
Number of
Shares 1,400,000
Beneficially 8 Shared Voting Power
Owned By
Each 0
Reporting 9 Sole Dispositive Power
Person
With 1,400,000
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
18.5%
14 Type of Reporting Person*
BK, CO
<PAGE>
SCHEDULE 13D
CUSIP No. 353515-10-9 Page 4 of 9 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JAMES H. SIMONS
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
USA
7 Sole Voting Power
Number of
Shares 31,704
Beneficially 8 Shared Voting Power
Owned By
Each 0
Reporting 9 Sole Dispositive Power
Person
With 31,704
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
31,704
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
.4%
14 Type of Reporting Person*
IN
<PAGE>
This Schedule 13D relating to shares of Common Stock
("Franklin Shares") of Franklin Electronic Publishers, Inc.
(formerly Franklin Computer Corporation) (the "Issuer" or
"Franklin") is being filed by Dr. James H. Simons and by Bermuda
Trust Company Limited (the "Trustee"), in its capacity as trustee
of the Lord Jim Trust, a trust created under the laws of the
Islands of Bermuda (the "Trust") and The Bank of Bermuda Limited
(the "Bank"; referred to herein collectively with Dr. Simons and
the Trust as the "Reporting Persons") in order to report certain
recent changes in their beneficial ownership of Franklin Shares.
Item 1. Security and Issuer.
The title of the class of equity securities to which this
statement relates is:
Franklin Electronic Publishers, Inc. Common Stock
No par value.
The name and address of the principal executive office
of the issuer of such securities are:
Franklin Electronic Publishers, Inc.
122 Burrs Road
Mt. Holly, New Jersey 08060
Franklin is a corporation incorporated under the laws of the
State of Pennsylvania and the common stock, no par value, of the
Issuer is hereinafter referred to as the "Franklin common stock."
Item 2. Identity and Background.
Dr. James H. Simons is an individual who resides at 1060
Fifth Avenue, New York, New York 10028. He is Chairman of
Renaissance Technologies Corp., a Delaware corporation which
maintains its business address at 800 Third Avenue, New York, New
York and is engaged primarily in the business of rendering
investment advice. Dr. Simoons is a citizen of the United
States. Bermuda Trust Company Limited (the "Trustee") is a
Bermuda corporation which is principally engaged in the business
of providing trustee and trust administration services within
Bermuda. It is a direct, wholly-owned subsidiary of The Bank of
Bermuda Limited (the "Bank"), a Bermuda corporation which is
engaged directly and through its subsidiaries in a full range of
international commercial banking, finance and trust operations
and ancillary businesses. The address of the principal executive
offices of the Trustee and the Bank is Bank of Bermuda Building,
Front Street, Hamilton, Bermuda HM11. During the past five
years, neither Dr. Simons, the Trustee nor the Bank has been (a)
convicted in a criminal proceeding, or (b) a party to any civil
proceeding as a result of which either of them was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, United
States federal or state securities laws or finding any violation
with respect to such laws. Information concerning the executive
officers and directors of the Trustee and the Bank is set forth
in Annex I hereto, which is incorporated by reference in response
to this Item 2.
Item 3. Source and Amount of Funds or Other Consideration.
Members of the Simons family acquired their shares of
Franklin common stock from available cash balances.
<PAGE>
The Simons Trust expended $284,228 to purchase 20,302
Franklin Shares on December 21, 1988, all of which was provided
out of the trust's general investment funds. The Simons Trust
received 5,571 of the Franklin Shares and 1,826 of the options to
acquire Franklin Shares acquired on December 21, 1988 from Dr.
Simons as a partial payment on a loan then due to the Simons
Trust from Dr. Simons.
On July 22, 1989 the Simons Trust exercised options to
acquire 162,488 Franklin Shares and warrants to acquire 80,000
Franklin Shares at an exercise price of $3.60 per share. The
Simons Trust expended $472,956.80 of its own general investment
funds and paid $400,000 with a note of the Issuer. The
acquisition on June 22, 1989 of 80,414 Franklin Shares by Dr.
Simons involved a partnership distribution without the payment of
any consideration.
In consideration of the transfer by Dr. Simons to the Trust
on December 28, 1989 of 100,000 Franklin Shares, the Trust
reduced by $600,000 the amount owed by Dr. Simons to the Trust in
connection with a loan previously made to Dr. Simons by the
Trust.
In order to purchase Warrants to acquire 92,305 Franklin
Shares on August 20, 1991, the Trust expended $60,000 of its
working capital. In order to purchase the Warrants reported
herein as having been purchased for their accounts, two of Dr.
Simons' minor children, Audrey Simons and Nicholas Simons, each
expended $2,500 of their respective personal funds. No amounts
were borrowed for this purpose by the Trust, Audrey Simons or
Nicholas Simons.
Item 4. Purpose of Transaction.
The Franklin Shares beneficially owned by Dr. Simons and the
Franklin Shares owned by the Trust are held for investment
purposes. Neither Dr. Simons, the Trustee nor the Bank has any
present plans or proposals which relate to or would result in any
change in the business, assets, management policies, structure or
capitalization of Franklin. Dr. Simons and the Trustee reserve
the right to acquire additional securities of Franklin, to
dispose of any Franklin securities which they own, or to
formulate other purposes, plans or proposals relating to Franklin
or its securities to the extent deemed advisable by Dr. Simons or
by the Trustee in the course of discharging its responsibilities
as trustee of the Trust.
Item 5. Interest in Securities of the Issuer.
(a)/(b) The interests of the Reporting Persons in
Franklin Shares are as follows:
James H. Simons
---------------
Dr. Simons does not directly own any Franklin Shares. The
total number of shares of which Dr. Simons may be considered the
beneficial owner, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, is 31,704 (approximately .4
percent of the total amount which would be outstanding if all of
the Warrants beneficially owned by Dr. Simons were exercised).
Renaissance Ventures Corp. is the direct owner of 53
Franklin Shares, of which Dr. Simons is considered a beneficial
owner. Dr. Simons exercises sole voting and dispositive powers
over such Franklin Shares in his capacity as Chairman of the
Board of Directors of Renaissance Ventures Corp.
Dr. Simons is considered a beneficial owner of an aggregate
of 11,692 Franklin Shares, consisting of (i) 4,000 Franklin
Shares, and (ii) 7,692 Franklin Shares issuable upon exercise of
<PAGE>
7,692 Warrants, which Franklin shares and warrants Dr. Simons
holds as custodian under the Uniform Gifts to Minors Act in two
separate accounts of 2,000 Franklin Shares and 3,846 Warrants
each for the benefit of two of his minor children, Audrey Simons
and Nicholas Simons. Dr. Simons holds sole voting and
dispositive powers with respect to such Franklin Shares.
In addition, Dr. Simons is considered a beneficial owner of
19,959 Franklin Shares issuable upon exercise of options to
purchase 19,959 Franklin Shares held directly by Dr. Simons. An
option to purchase 10,000 Franklin Shares, granted on February 1,
1991 under the Issuer's Stock Option Plan, became exercisable on
February 1, 1992 and expires on July 30, 2001. A second option
to purchase 5,259 Franklin Shares, granted on January 2, 1992
under the Issuer's Stock Option Plan, became exercisable on July
3, 1992 and expires on January 2, 2002. A third option to
purchase 2,100 Franklin Shares, granted on January 4, 1993 under
the Issuer's Stock Option Plan, became exercisable on July 5,
1993 and expires on January 4, 2003. A fourth option to purchase
2,600 Franklin Shares was granted in January 1994, became
exercisable in 1994 and expires in 2004.
See paragraph (d) of this Item 5 for information concerning
the beneficial interest of Dr. Simons in the Trust.
Dr. Simon's wife is the direct owner of 850 Franklin Shares,
holding sole voting and dispositive powers with respect thereto.
Three adult children of Dr. Simons are the direct owners,
respectively, of 3,000; 2,001; and 2,000 Franklin Shares, with
each such child holding sole voting and dispositive powers with
respect thereto. Two of such adult children also own directly
3,846 Warrants each, and each such child holds the sole
dispositive power with respect to the Warrants owned by such
child. The inclusion in this statement of the foregoing
information regarding Franklin Shares and Warrants owned by Dr.
Simons' wife and adult children shall not be construed as an
admission that Dr. Simons is a beneficial owner of any such
Franklin Shares or Warrants for purposes of Section 13(d) of the
Securities Exchange Act of 1934.
The inclusion of information elsewhere in this joint
statement regarding Franklin Shares and Warrants other than those
expressly acknowledged under this caption to be beneficially
owned by Dr. Simons shall not be construed as an admission that
Dr. Simons is a member of any group which includes any of the
other Reporting Persons identified herein or that Dr. Simons is
otherwise a beneficial owner of any Franklin Shares or Warrants
except as expressly acknowledged under this caption.
Trustee and Bank
----------------
The Trust is considered the beneficial owner of an aggregate
of 1,400,000 Franklin Shares held for the Trust (approximately
18.5 percent of the total amount which would be outstanding if
all of the Warrants beneficially owned by the Trust were
exercised). This number consists of (i) 1,307,695 Franklin
Shares, and (ii) 92,305 Franklin Shares issuable upon exercise of
92,305 Warrants held for the Trust. The Trustee, in its
fiduciary capacity as trustee of the Trust, holds the power to
vote and dispose of the Franklin Shares held for the Trust, and
to dispose of the Warrants held for the Trust. The Bank has the
power to direct the voting and disposition of such Franklin
Shares, by reason of its control over the Trustee through its
direct ownership of all of the Trustee's voting securities. See
Item 6.
The inclusion of information elsewhere in this joint
statement regarding Franklin Shares and Warrants other than those
expressly acknowledged under this caption to be beneficially
owned by the Trustee and the Bank shall not be construed as an
<PAGE>
admission that the Trustee and the Bank are members of any group
which includes any of the other Reporting Persons identified
herein or that the Trustee and the Bank are otherwise beneficial
owners of any Franklin Shares or Warrants except as expressly
acknowledged under this caption.
(c) A Schedule identifying all transactions involving
Franklin Shares and Warrants effected by the Reporting Persons
since December 11, 1994 (sixty days before the date hereof) is
included as Annex II hereto, which is incorporated by reference
in response to this item 5(c). All of such transactions were
sales effected by the Trustee for the account of the Trust, which
were executed in routine brokerage transactions in the over-the-
counter market.
Item 6. Contracts, Arrangements, Understandings and Relationships
with respect to Securities of the Issuer.
The Trustee intends to consult with Dr. Simons regarding the
acquisition, disposition and voting of any securities of Franklin
for the account of the Trust.
In addition to the options held by Dr. Simons referred to in
Item 5 above, Dr. Simons is the holder of options to purchase
1,600 Franklin Shares. These options may be exercised beginning
July 4, 1995 through January 3, 2005 at an exercise price of
$20.75 per Franklin Share. These options were granted as of
January 3, 1995 under the Issuer's Stock Option Plan.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, each of the undersigned certifies that
the information set forth in this statement, insofar as it
relates to or was provided by the undersigned, is true, complete
and correct.
Date: February 16, 1995
BERMUDA TRUST COMPANY LIMITED
By: /s/ E. Neil Halliday
-------------------------
E. Neil Halliday
Trust Officer
THE BANK OF BERMUDA LIMITED
By: /s/ Suzanne J. Dionne
-------------------------
Suzanne J. Dionne
Deputy Manager
/s/ James H. Simons
------------------------------
JAMES H. SIMONS
<PAGE>
<TABLE><CAPTION>
ANNEX I
-------
BERMUDA TRUST COMPANY LIMITED
-----------------------------
NAME & TITLE ADDRESS CITIZENSHIP OCCUPATION
------------ ------- ----------- ----------
<S> <C> <C> <C>
Eldon H. Trimingham "Fish Pond Cottage" Bermudian President & Chief Executive
Director & Chairman St. George's Parish Officer, Trimingham Brothers
Bermuda Ltd., Font Street, Hamilton
Bermuda
The Hon. David E. Wilkinson "Tankfield" Paget Parish Bermudian President, Sofia Ltd.,
Director & Deputy Chairman Bermuda Hamilton, Bermuda
Cummings V. Zuill "The Cocoon" Bermudian President, Bermuda Trust
Director & President Warwick, Company Limited
Bermuda
John H. Matthews "La Lucha", 16 Camden Canadian Vice President & General
Director & Vice President & North Road, Paget, Manager,
General Manager Bermuda Bermuda Trust Company Limited
Charles P.T. Vaughan-Johnson Cloverdale Apts. British President & Chief Executive
Director South Shore Road The Bank of Bermuda Limited
Devonshire,
Bermuda
William F. Maycock "Old Chimneys" Bermudian Manager, Bermuda Trust Company
Director & Manager Rocky Bay Lane Limited
South Shore Road
Devonshire, Bermuda
J. Frank Peniston 9 Between the Walls Bermudian Manager,
Manager Pitt's Bay Road Bermuda Trust Company Limited
Pembroke, Bermuda
Judith P. Doidge "Glenmore" Bermudian Corporate Secretary,
Secretary 18 Tatems Hill, The Bank of Bermuda Limited
Pembroke,
Bermuda
David A. Sussman 45 Manor House Canadian Corporate Legal Counsel,
Assistant Secretary Manor House Drive, The Bank of Bermuda Limited
Smiths,
Bermuda
Michele W.Y. Ho 38, Olivebank Malaysian Assistant Corporate Legal
Assistant Secretary Warwick, Counsel,
Bermuda The Bank of Bermuda Limited
Alastair Macdonald "Wyndcliff" Bermudian Manager,
Manager 8 Overock Hill Bermuda Trust Company
Pembroke, HM 05 Limited
Bermuda
Karen Malcolm 6 Inwood Mews Scottish Corporate Trust Legal Counsel,
Manager Lovers Lane The Bank of Bermuda Limited
Paget, Bermuda
The address of the Bank of Bermuda Limited and Bermuda Trust Company Limited is: 6 Front Street, Hamilton HM 11,
Bermuda
</TABLE>
<PAGE>
<TABLE><CAPTION>
THE BANK OF BERMUDA LIMITED
---------------------------
BOARD OF DIRECTORS
------------------
NAME & TITLE ADDRESS CITIZENSHIP OCCUPATION
------------ ------- ----------- ----------
<S> <C> <C> <C>
Eldon H. Trimingham "Fish Pond Cottage" Bermudian President & Chief Executive
Chairman & Director St. George's Parish Officer,
Bermuda Trimingham Brothers Ltd.
Front Street, Hamilton,
Bermuda
The Hon. "Green Hill" Bermudian Senior Partner,
Charles T.M. Collis, OBE Devonshire Parish Conyers, Dill & Pearman
QC JP Bermuda Church Street, Clarendon
Deputy Chairman & Director House, Hamilton,
Bermuda
Joseph C. H. Johnson, JP "Kirriemuir" Bermudian President & Chief
Second Deputy Chairman & Pembroke Parish Bermuda Executive Officer,
Director American International Company
Limited
29 Richmond Road,
Hamilton, Bermuda
Warren A. Brown "Knapton House" Bermudian Chairman,
Director Smiths Parish Archie Brown & Son Ltd.
Bermuda Front Street, Hamilton,
Bermuda
John D. Campbell, QC "Greenbower" Bermudian Senior Partner, Appleby
Director Paget Parish Spurling & Kempe
Bermuda Cedar House, 41 Cedar
Avenue, Hamilton,
Bermuda
Peter N. Cooper "Houston" Bermudian Managing Director,
Director Warwick Parish A.S. Cooper & Sons Ltd.
Bermuda Front Street, Hamilton
Bermuda
Henry C.D. Cox "Sunnylands" Bermudian President,
Director Devonshire Parish Pearman Watlington & Co. Ltd.
Bermuda Pitts Bay Road, Pembroke,
Bermuda
The Hon. "Grape Dunes" Bermudian Ann Frith Cartwright -
Ann F. Cartwright DeCouto, JP Paget Parish Barristers & Attorneys
MP Bermuda Front Street, Hamilton,
Director Bermuda
-2-
</TABLE>
<PAGE>
<TABLE><CAPTION>
NAME & TITLE ADDRESS CITIZENSHIP OCCUPATION
------------ ------- ----------- ----------
<S> <C> <C> <C>
The Hon. "Southern Slope" Bermudian Minister of Health, Social
Quinton L. Edness, CBE JP MP Warwick Parish Services & Housing
Director Bermuda P.O. Box HM 380,
Hamilton HM BX,
Bermuda
William De V. Frith, JP "Lizard's Leap" Bermudian President Frith Liquors Ltd.,
Director Warwick Parish Front Street, Hamilton,
Bermuda Bermuda
Eloise L. Furbert, JP "Ocean View" Bermudian Director, Adult Education
Director Hamilton Parish Centre,
Bermuda Hamilton, Bermuda
Dr. The Hon. E. Grant "Beach Cove" Bermudian Managing Director,
Gibbons, JP MP Hamilton Parish Gibbons Company Ltd.,
Director Bermuda 21 Reid Street, Hamilton,
Bermuda
David P. Gutteridge "Bluenose" Bermudian Executive Vice President,
Director Devonshire Parish Bermuda Home Ltd.
Bermuda 34 Bermudiana Road,
Hamilton, Bermuda
Brian R. Hall "Top Hill" Bermudian Chairman, Johnson & Higgins
Director Smith's Parish (Bermuda) Ltd.
Bermuda Victoria Hall, One Victoria
Street, Hamilton
Bermuda
David W. Hamshere, JP "Roxby" Bermudian President, TESS LTD.
Director Pembroke Parish Hamilton, Bermuda
Bermuda
C.H. Ford Hutchings "Roughill" Bermudian Retired
Director Hamilton Parish
Bermuda
Dr. The Hon. Clarence E. "Three Fountains" Bermudian Consultant Surgeon,
James, CBE JP Smith's Parish James Building, Court Street,
Director Bermuda Hamilton, Bermuda
Paul A. Leseur, MBE "Peppers" Bermudian Vice President & Managing
Director Somerset Parish Director,
Bermuda Lantana Colony Club Ltd.
P.O. Box SB90, Somerset
Bridge SB BC, Bermuda
Donald P. Lines, OBE FCA JP "Mill Point" Bermudian President,
Director Pembroke Parish Millpoint Limited
Bermuda Front Street, Hamilton,
Bermuda
-3-
</TABLE>
<PAGE>
<TABLE><CAPTION>
NAME & TITLE ADDRESS CITIZENSHIP OCCUPATION
------------ ------- ----------- ----------
<S> <C> <C> <C>
Richard S.L. Pearman "Callithea" Bermudian Partner, Conyers, Dill &
Director Paget Parish Pearman
Bermuda Chuch Street, Clarendon House,
Bermuda
E. Llewellyn Petty "Kestim House" Bermudian Chairman & Chief Executive
Director Smith's Parish Officer,
Bermuda Winter-Cookson, Petty, Ltd.,
25 Serpentine Road,
Pembroke, Bermuda
The Hon. David E. Wilkinson "Tankfield" Bermudian President,
Director Paget Parish Sofia Ltd.
Bermuda Hamilton, Bermuda
G. Ward Young, MBE "Ground Swell" Bermudian President & Chief Executive
Director Paget Parish Officer, BDC Ltd.,
Bermuda 1 Mill Creek Road
Hamilton, Bermuda
-4-
</TABLE>
<PAGE>
<TABLE><CAPTION>
EXECUTIVE OFFICERS OF THE BANK OF BERMUDA LIMITED
-------------------------------------------------
EXECUTIVE OFFICER PRINCIPAL RESIDENCE CITIZENSHIP TITLE
----------------- ------------------- ----------- -----
<S> <C> <C> <C>
Charles P.T. Vaughan-Johnson, 30 Cloverdale Apts. British President & Chief Executive
F.C.I.B. (Philip Talbot) South Shore Road Officer
Devonshire FL05
Bermuda
Louis K. Mowbray (Kempe) "Timberly" Bermuda Executive Vice President,
44 North Shore Road (British Subject) Administration
Smith's Parish FL03
Bermuda
Luis A. Douglas "Las Palmas" Bermudian Executive Vice President,
(Andrew) 4 The Lane Paget PG05, (British Subject) Corporate Trust, Systems and
Bermuda Operations
John A. Hawkins, F.C.A. House No. 6 British Executive Vice President,
(Anthony) La Hacienda Asia Pacific
29 Mt. Kellett Road
Hong Kong
James H.P. Masters, J.P. "The Pepper Mill" Bermudian Executive Vice President,
(Henry Peniston) Smiths Parish, FL08, (British Subject) Bank Asset Management
Bermuda
Barry L. Shailer (Lawrence) "Moongate" Bermudian Executive Vice President,
14 Garthowen Road (British Subject) Banking
Devonshire Parish
Bermuda
Peter W. Le Noury "Waterwitch" British Senior Vice President,
(Walter) 14 St. Annes Road, Information Systems &
Southampton SN01 Operations
Bermuda
Peter Mellor "Lolly's Well" British Senior Vice President
3 Lolly's Well Road Investments
Smith's Parish, FL 07
Bermuda
Alan F. Richardson, C.A. J.P. 43 St. Mary's Road Bermudian Senior Vice President, Retail
(Frederick) Warwick WK 06 (British Subject) Banking
Bermuda
Henry B. Smith 24 Napier Avenue Bermudian Senior Vice President, Europe
(Blackburn) London SW6 3PT (British Subject)
England
-5-
</TABLE>
<PAGE>
<TABLE><CAPTION>
EXECUTIVE OFFICER PRINCIPAL RESIDENCE CITIZENSHIP TITLE
----------------- ------------------- ----------- -----
<S> <C> <C> <C>
and
"Ardsheal Cottage"
15 Adrsheal Drive
Paget PG06
Bermuda
Cummings V. Zuill (Vail) "The Cocoon" Bermudian President - Bermuda Trust Co.
9 Kirkdale Drive (British Subject) Ltd. and Head of Bermda Trust
Warwick WK06 International
Bermuda
-6-
</TABLE>
<PAGE>
ANNEX II
RECENT DISPOSITIONS OF COMMON STOCK OF
FRANKLIN ELECTRONIC PUBLISHERS, INC. BY THE LORD JIM TRUST
Number of Price Per
Date Shares Share
-------- -------------- --------------
02/01/95 58,579 $27.00
02/06/95 20,000 $27.00
