SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
December 31, 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 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 320272107 Page 2 of 7 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:
PF
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:
7. SOLE VOTING POWER: 95,958
8. SHARED VOTING POWER: 18,600
9. SOLE DISPOSITIVE POWER: 95,958
10. SHARED DISPOSITIVE POWER: 77,997
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
162,977
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
13.9%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 320272107 Page 3 of 7 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON:
Franklin Savings and Loan Company Employee Stock Ownership Plan
31-1230691
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:
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: -
8. SHARED VOTING POWER: -
9. SOLE DISPOSITIVE POWER: -
10. SHARED DISPOSITIVE POWER: 59,397
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
59,397
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.1%
14. TYPE OF REPORTING PERSON:
EP
<PAGE>
Page 4 of 7 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 persons filing this amendment are (1)
Thomas H. Siemers, First Franklin Corporation, 4750 Ashwood Drive, Cincinnati,
Ohio 45241 and (2) Franklin Savings and Loan Company Employee Stock Ownership
Plan (the "ESOP"), 4750 Ashwood Drive, Cincinnati, Ohio 45241. Mr. Siemers is
President and Chief Executive Officer of First Franklin and Franklin Savings.
The ESOP provides Common Stock of First Franklin to Franklin Savings' employees.
During the last five years, neither Mr. Siemers or the ESOP have been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither Mr. Siemers or the ESOP have 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. The ESOP was organized in Ohio.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 23, 1996, Mr. Siemers exercised options for 10,000 shares at $5.00
per share, and such shares were purchased with available personal funds. During
December 1996, he transferred 800 shares as a gift.
The ESOP regularly purchases Common Stock of First Franklin with funds received
from Franklin Savings and such shares are periodically allocated to Franklin
Savings' employees including Mr. Siemers, who also serves as trustee of the
ESOP. At December 31, 1996, the ESOP's beneficial ownership exceeded 5%.
Therefore, it is required to file a Schedule 13G by February 14, 1997 reflecting
such ownership. Because the Common Stock beneficially owned by the ESOP is also
owned by Mr. Siemers, the ESOP's ownership is being reported in this amendment
to Mr. Siemers' Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Shares beneficially owned by Mr. Siemers, excluding the ESOP shares, 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.
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
<PAGE>
Page 5 of 7 Pages
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 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 independent from such activities as President, 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Siemers beneficially owns 162,977 or 13.9% shares of Common Stock of First
Franklin, of which 48,419 shares are beneficially owned as a result of his
serving as trustee of the ESOP.
<PAGE>
Page 6 of 7 Pages
Mr. Siemers owns 59,580 shares individually over which he has sole voting and
investment power. He owns options to purchase 13,972 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.
Neither Mr. Siemers or the ESOP have voting power over shares allocated to
others or over unallocated shares. He and the ESOP have shared investment power
over 59,397 shares in the ESOP, which are either unallocated or are allocated to
the ESOP accounts of Mr. Siemers or others and which are those shares in excess
of 51% of the shares in such accounts or unallocated.
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 and the ESOP 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 the ESOP's level of beneficial
ownership has increased to 5.1% as of December 31, 1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Other than the provisions in the ESOP 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 ESOP (filed as an exhibit to Mr. Siemers' Schedule 13D dated February
18, 1988, which is hereby incorporated by reference).
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Page 7 of 7 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: January 24, 1997
By: THOMAS H. SIEMERS
__________________________________________
Thomas H. Siemers
Franklin Savings and Loan Company Employee
Stock Option Plan
By: THOMAS H. SIEMERS
__________________________________________
Thomas H. Siemers
Trustee
