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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)(1)
Franklin Electronic Publishers, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
353515-10-9
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(CUSIP Number)
Christopher M. Wells, Esq., Coudert Brothers
1114 Avenue of the Americas, New York, New York 10036
(212) 626-4400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 16, 1998
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(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 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).
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(1) Amendment No. 11 for James H. Simons. Amendment No. 8 for Bermuda Trust
Company Limited and The Bank of Bermuda.
Page 1 of 11 Pages
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CUSIP No. 353515-10-9
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bermuda Trust Company Limited, as Trustee
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
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3 SEC Use Only
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4 Source of Funds
00
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
Bermuda
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7 Sole Voting Power
Number of 1,549,640
Shares -------------------------
Beneficially 8 Shared Voting Power
Owned By
Each -------------------------
Reporting 9 Sole Dispositive Power
Person 1,549,640
With -------------------------
10 Shared Dispositive Power
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,549,640
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
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Page 2 of 11 Pages
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13 Percent of Class Represented By Amount in Row (11)
19.1%
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14 Type of Reporting Person
CO
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Page 3 of 11 Pages
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CUSIP No. 353515-10-9
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Bank of Bermuda Limited
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
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3 SEC Use Only
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4 Source of Funds
00
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
Bermuda
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7 Sole Voting Power
Number of 1,549,640
Shares -------------------------
Beneficially 8 Shared Voting Power
Owned By
Each -------------------------
Reporting 9 Sole Dispositive Power
Person 1,549,640
With -------------------------
10 Shared Dispositive Power
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,549,640
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
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Page 4 of 11 Pages
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13 Percent of Class Represented By Amount in Row (11)
19.1%
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14 Type of Reporting Person
BK; CO
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Page 5 of 11 Pages
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CUSIP No. 353515-10-9
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James H. Simons
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
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3 SEC Use Only
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4 Source of Funds
N/A
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
U.S.A.
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7 Sole Voting Power
Number of 58,164
Shares -------------------------
Beneficially 8 Shared Voting Power
Owned By
Each -------------------------
Reporting 9 Sole Dispositive Power
Person 58,164
With -------------------------
10 Shared Dispositive Power
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
58,164
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
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Page 6 of 11 Pages
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13 Percent of Class Represented By Amount in Row (11)
.7%
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14 Type of Reporting Person
IN
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Page 7 of 11 Pages
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This Amendment to Schedule 13D relating to shares of Common Stock
("Franklin Shares") of Franklin Electronic Publishers, Inc. (the "Issuer") is
being filed as Amendment No. 11 by Dr. James H. Simons and as Amendment No. 8 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 Island of Bermuda (the
"Trust") and The Bank of Bermuda Limited (the "Bank"; referred to herein
collectively with Dr. Simons as the "Reporting Persons") in order to report
certain recent changes in their beneficial ownership of Franklin Shares, and is
being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
Reference is made to the statement on Schedule 13D (the "Schedule 13D")
dated December 31, 1986 as amended, for certain information concerning certain
capitalized terms not otherwise defined herein.
The Schedule 13D is hereby further amended and supplemented as follows:
Item 3. Source and Amount of Funds or Other Consideration
The Trust expended $744,123.34 to acquire 97,300 Franklin Shares in a
series of open-market purchases between August 20, 1998 and September 16, 1998,
all of which was provided out of the Trust's general investment funds. On August
20, 1998, The Trust purchased (i) 5,500 Franklin Shares for $44,057.75 on August
20, (ii) 4,300 Franklin Shares for $34,284.33 on August 21; (iii) 1,300 Franklin
Shares for $10,595.78 on August 25, (iv) 2,000 Franklin Shares for $16,205 on
August 26; (v) 3,000 Franklin Shares for $24,495 on August 27; (vi) 19,100
Franklin Shares for $144,014 on September 4; (v) 2,500 Franklin Shares for
$18,225 on September 9; (vi) 4,600 Franklin Shares for $34,109 on September 10;
and (vii) 55,000 Franklin Shares for $418,137.50 on September 16, 1998.
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 Franklin Shares of which Dr. Simons may be considered the beneficial owner,
for purposes of Section 13D of the Exchange Act is 58,164 (approximately .7% of
the total amount which would be outstanding if all of the options 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 the beneficial owner of an aggregate of 9,457
Franklin Shares, consisting of 9,402 Franklin Shares Dr. Simons holds as
custodian under the Uniform Gifts to Minor Acts in two separate accounts of
4,701 Franklin Shares and 4,701 Franklin Shares 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. Dr. Simons
is also considered the beneficial owner of 9,198 Franklin Shares representing
the portion attributable to Dr. Simons and the Trust of 40,000 Franklin Shares
owned by a fund of which Renaissance Ventures Corp. is general partner. Dr.
Simons is the Chairman of the Board of Directors of Renaissance Ventures Corp.
In addition, Dr. Simons is considered a beneficial owner of 31,959
Franklin Shares issuable upon exercise of options to purchase 31,959 Franklin
Shares held directly by Dr. Simons. An option to
Page 8 of 11 Pages
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purchase 10,000 Franklin Shares, granted on July 30, 1991 under the Issuer's
Stock Option Plan, became exercisable in 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 on January 3, 1994, became
exercisable on July 4, 1994 and expires on January 3, 2004. A fifth option to
purchase 1,600 Franklin Shares was granted on January 3, 1995, became
exercisable on July 4, 1995 and expires on January 3, 2005. A sixth option to
purchase 1,400 shares was granted on July 25, 1997, became exercisable on
January 29, 1996 and expires on July 27, 2005. An seventh option to purchase
3,000 Franklin Shares was granted on January 2, 1996, became exercisable on July
3, 1997 and expires on January 2, 2006. An eighth option to purchase 3,000
Franklin Shares was granted on January 2, 1997, became exercisable on July 3,
1997 and expires on January 2, 2007. A ninth option to purchase 3,000 Franklin
Shares was granted on January 2, 1998, became exercisable on July 3, 1998 and
expires on January 2, 2008.
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. Two adult children of
Dr. Simons are the direct owners, respectively of 4,701 and 2,001 Franklin
Shares, with each such child holding sole voting and dispositive powers with
respect thereto. The inclusion in this statement of the foregoing information
regarding Franklin Shares 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 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 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 except as expressly acknowledged under
this caption.
Trustee and Bank
The Trust is considered the beneficial owner of an aggregate of
1,549,640 Franklin Shares held for the Trust (approximately 19.1% of the total
number of shares outstanding based on information provided by the Issuer). 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. 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 other than those expressly acknowledged under this
caption to be beneficially owned by the Trustee and the Bank shall not be
construed as an 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
except as expressly acknowledged under this caption.
(c) Other than as set forth on this amendment to the Schedule 13D,
there have been no transactions involving Franklin Shares effected by the
Reporting Persons during the sixty-day period immediately prior to the date
hereof. The transaction reported herein was effected by the Trustee for the
account of the Trust, and was executed in a private placement transaction with
the Issuer.
Page 9 of 11 Pages
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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.
Page 10 of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best of their respective knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: September 18, 1998
BERMUDA TRUST COMPANY LIMITED
By: /s/ Susan Gibbons
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Name: Susan Gibbons
Title: Senior Trust Officer
THE BANK OF BERMUDA LIMITED
By: /s/ F. Inglefield
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Name: Fern Inglefield
Title: Trust Manager
/s/ James H. Simons
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James H. Simons
Page 11 of 11 Pages
