UNITED STAES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Franklin Holding Corporation (Delaware)
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
35353910
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(CUSIP Number)
Richard W. Cohen
Robinson Brog Leinwand Greene Genovese and Gluck P.C.
1345 Avenue of the Americas, 31st floor
(212)586-4050
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 1995
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the 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: 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 filed 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 the
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).
(Continued on following page(s))
<PAGE>
CUSIP No. 13D
35353910
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Milton H. Dresner
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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*
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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 37,719
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 37,719
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,719
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 13D
35353910
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph Dresner
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
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 34,869
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 34,869
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,869
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 13D
35353910
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jay B. Langner
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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*
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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 1,805
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER 13,300
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER 1,805
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 13,300
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,105
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 13D
35353910
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Reinwald
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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*
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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 --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER -0-
WITH
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement constitutes: (i) Amendment No. 2 (the "Second Amendment") to the
Schedule 13D filing made by the Group (as defined below) in April 1995 (the
"Original Filing"), as amended by Amendment No. 1 (the "First Amendment") filed
with the Securities and Exchange on or about June 29, 1995; and (ii) Amendment
No. 3 to the information on Schedule 13G filed on January 24, 1994 by Milton
Dresner with respect to shares of common stock of the Company (as defined), as
amended by the First Amendment. Because this is the first electronic
amendment to these filings which were filed in paper format, in accordance
with Rule 13d-2(c) promulgated pursuant to the Securities Exchange Act of 1934,
as amended, this Second Amendment restates the text of the Original Filing and
the First Amendment (except that the cover pages, signature pages and the
exhibit filed with the Original Filing and the First Amendment are not restated
electronically). The disclosure previously made in the Original Filing and the
First Amendment is set forth within quotation marks and is introduced by
the phrases "The Original Filing provides" and "The First Amendment
provides" respectively. The disclosure made by this Second Amendment is set
forth hereinafter within quotation marks and is introduced by the phrase "The
Second Amendment provides".
The Original Filing provides:
"Preliminary Note
This statement constitutes an original filing on Schedule 13D
by each of Joseph Dresner, Milton Dresner, Jay Langner and Charles Reinwald.
This statement also constitutes Amendment No. 1 to the information on Schedule
13G filed on January 24, 1994 by Milton Dresner with respect to the Shares of
the Company (as defined herein)."
The First Amendment provides:
"Preliminary Note
There has been no change in the information set forth on the
remainder of the cover page or in Items 1, 3 and 5 of the Schedule 13D filed by
each of Joseph Dresner, Milton Dresner, Jay B. Langner and Charles Reinwald (the
"Group") dated March 23, 1995 ("Schedule 13D") with respect to the common stock,
par value $1.00 per share (the "Shares") of The Franklin Holding Corporation
(Delaware) a Delaware corporation (the "Company"). The responses on the cover
page and to Items 1, 3 and 5 of Schedules 13D are hereby incorporated herein by
reference.
This statement also constitutes Amendment No. 2 to the
information on Schedule 13G filed on January 24, 1994 by Milton Dresner with
respect to the Shares of the Company."
<PAGE>
Item 1. Security and Issuer
The Original Filing provides:
"This statement relates to the common stock, par value $1.00
per share (the "Shares") of The Franklin Holding Corporation (Delaware) a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 450 Park Avenue, New York, New York 10022."
Item 2. Identity and Background
The Original Filing provides:
"This statement is filed by Joseph Dresner, Milton Dresner,
Joseph Langner and Charles Reinwald (the "Group"). The Group is comprised of
four shareholders of the Company who have formed a group, within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"),
for the purpose of voting their Shares in order to acquire control of the
Company's board of directors and thereafter, if appropriate, authorize the
orderly liquidation of the Company and distribution of net assets to
stockholders.
The Group's principal business address is c/o Robinson Brog
Leinwand Reich Genovese & Gluck P.C., 1345 Avenue of the Americas, New York, New
York 10105, Attention:
Richard W. Cohen.
Attached hereto as Section I is a list of each member of the
Group, containing the following information with respect to each such person:
(i) name; (ii) business address; and (iii) present principal occupation and the
name, principal business and address of any corporation or other organization in
which such employment is conducted. All of the persons named in Schedule I are
citizens of the United States of America.
During the past five years, no person named in Schedule I has
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or has 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."
The First Amendment provides:
"There has been no change in the information set forth in
response to Item 2 of Schedule 13D except as set forth below and the response to
that Item is incorporated herein by reference.
<PAGE>
The Group is comprised of four stockholders of the Company who
have formed a group, within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Act"), for the purpose of voting their
Shares for the acquisition of control of the Company's board of directors and
thereafter, to authorize the orderly liquidation of the Company and distribution
of net assets to stockholders."
This Second Amendment provides that:
"The Original Filing, as amended by the First Amendment, is
hereby further amended to reflect that: (a) there is no longer a Group with
respect to matters involving the Company (the Group ceased to exist shortly
after the Annual Meeting (as defined)) and that there is no business address
for the Group; and (b) none of Joseph Dresner ("J. Dresner"), Milton
Dresner ("M. Dresner"), Jay B. Langner ("Langner") nor Charles Reinwald
("Reinwald") has any present intention of taking any action to acquire control
of the Company's board of directors."
Item 3. Source and Amount of Funds or Other Consideration
The Original Filing provides:
"All funds used by members of the Group to acquire securities
of the Company were the personal funds of the Group's respective members, and no
such funds were borrowed."
This Second Amendment provides that:
"The Original Filing, as amended by the First Amendment, is
hereby further amended to reflect that J. Dresner, M. Dresner, Langner and
Reinwald are not acting as a group with respect to matters involving the
Company."
Item 4. Purpose of Transaction
The Original Filing provides:
"On February 13, 1995, the Company filed with the Securities
and Exchange Commission a First Amended and Restated Application ("Application")
pursuant to Section 8(f) of the Investment Company Act of 1940 as amended, (the
"1940 Act") for an order declaring that the Company has ceased to be an
investment company under the Act and to deregister the Company as an investment
company under the 1940 Act.
At December 31, 1994, the Company reported its net asset value
to be approximately $15.40 per share. However, the market price per share of the
Shares on that date was $9.125. Rather than deregister the Company as an
investment company and pursue the
<PAGE>
change in business purpose set forth in the Application, the Group believes it
would be in the best interests of the Company's stockholders for the Company to
be liquidated and its net assets distributed to its stockholders. In furtherance
thereof, the members of the Group will jointly bear the costs associated with
the proxy solicitation and the litigation described below. In addition, the
Group may engage in further purchases and sales of the Company's Shares.
The Group was formed on March 23, 1995, pursuant to an oral
agreement, for the purpose of changing the control of the issuer. Specifically,
the Group intends to have its members vote their respective shares, and to
solicit proxies from other stockholders in order to elect a slate of directors
proposed by the Group at the 1995 Annual Meeting of the Company's stockholders
(the "1995 Annual Meeting"). If the Group is successful in gaining control of
the Company's board of directors, the Group's representatives on the board
intend to pursue the liquidation of the Company and the subsequent distribution
of the Company's net assets to the Company's stockholders.
On March 23, 1995, Jay R. Langner on behalf of himself and
other similarly situated, filed a complaint in the United States District Court
for the Southern District of New York against the Company, each of its directors
and S.L. Brown & Company, alleging, inter alia, continuing violations of the
1940 Act and requesting a mandatory injunction directing the liquidation of the
Company."
The First Amendment provides:
"There has been no change in the information set forth in
response to Item 4 of Schedule 13D except as set forth below and the response to
that Item is hereby incorporated herein by reference.
At a meeting held on June 22, 1995, the members of the Group
orally agreed to vote their respective shares, and to solicit proxies from other
stockholders, in order to elect a slate of directors to be nominated by the
Group for election at the 1995 Annual Meeting of the Company's stockholders (the
"1995 Annual Meeting"). The slate of directors proposed by the Group will
include some or all of the members of the Group. The Group's nominees will be
persons who, if elected to the board, intend to pursue the liquidation of the
Company and the subsequent distribution of the Company's net assets to the
Company's stockholders."
The Second Amendment provides:
"The Original Filing, as amended by the First Amendment, is
hereby further amended to provide that: (i) J. Dresner, M. Dresner, Langner and
Reinwald are not acting as a group with repsect to matters involving the Company
and that none of such persons has any plan or intention of taking any of the
actions enumerated in subparagraphs (a) through (j) of Item 4 to Schedule 13D;
(ii) that the Group did not gain control of the Company's board of directors
at the 1995 Annual Meeting (the "Annual Meeting") and that J. Dresner, M.
Dresner, Langner and Reinwald ceased acting as a group
<PAGE>
shortly following such meeting; (iii) in July 1995, the Company commenced an
action entitled The Franklin Holding Corporation (Delaware) v. Jay B. Langner et
al. ("Action No. 1"), alleging misrepresentations and omissions by members
of the Group and certain other persons in violation of federal securities laws
in their Schedule 13D filing and in proxy materials issued by them (Action No.2)
; and (iv) that a settlement of the action entitled Jay B. Langner v. Stephen L.
Brown et al, (95 Civ. 1981)(Action No.1) was approved in or about September 1997
by the United States District Court for the Southern District of New York. In
the settlement, the Company and the persons filing this Second Amendment agreed,
among other things, to release the claims which were or could have been asserted
in Action No. 1 and Action No. 2 and the reporting persons agreed not to seek
future relief from companies directly or indirectly controlled by Stephen
L. Brown.
Item 5. Interest in Securities of the Issuer
The Original Filing provides:
"Messrs. Dresner, Dresner, Langner and Reinwald have agreed to
act together for the purpose of voting the Shares in the Company at the 1995
Annual Meeting. As a "group" within the meaning of Section 13(d)(3) of the Act,
the Group is considered to hold beneficial ownership of all Shares beneficially
owned by each of its members (108,970 shares), which constitutes 12.5% of the
Company's issued and outstanding shares of common stock.
(a) The aggregate number and percentage of the Shares
beneficially owned by each member of the Group is set forth in Row 11 and Row
13, respectively, of the cover page for each member of the Group.
(b) Information with respect to sole voting power, shared
voting power, sole dispositive power and shared dispositive power is set forth
in Rows 7 through 10, respectively, of the cover page for each member of the
Group.
(c) Not applicable.
(d) No person other than each member of the Group will have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of Shares owned by, each member of the Group,
respectively.
(e) Not applicable."
This Second Amendment provides that:
"The Original Filing, as amended by the First Amendment, is
hereby further amended to reflect that, except for the purpose of filing this
Second Amendment, Messrs. J. Dresner, M. Dresner, Langner and Reinwald are not
acting as a group with respect to
<PAGE>
shares of the Company's Common Stock or matters involving the Company. The
aggregate number and percentage of shares of Company Common Stock owned by each
of J. Dresner, M.Dresner, Langner and Reinwald is set forth in Rows 7 through
13 of the cover page for each such person. The percentages used
herein are calculated based upon the 801,198 shares of Common Stock issued and
outstanding as reflected in the Company's proxy statement dated August 18, 1997.
Each such person has the sole power to vote and direct the diposition of the
shares reported on the cover page as beneficially owned by such person except
that Langner, pursuant to a power of attorney, may be deemed to share voting and
investment control with respect to an aggregate 13,300 shares of Common Stock
owned by his adult children. Langner disclaims beneficial ownership of such
13,300 shares. None of such persons has engaged in transactions with respect
to the Company's Common Stock during the past 60 days, except that on November
20,1997, M. Dresner contributed 3,350 shares as a gift to a charitable
organization.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
The Original Filing provides:
"The Group was formed on March 23, 1995, pursuant to an oral
agreement, for the purpose of changing the control of the issuer. Specifically,
the Group intends to have its members vote their respective shares, and to
solicit proxies from other stockholders, in order to elect a slate of directors
proposed by the Group at the 1995 Annual Meeting. To that end, the Group's
members may give proxies to one or more members or agents of the Group to vote
their respective shares. If the Group is successful in gaining control of the
Company's board of directors, the Group's representatives on the board intend to
pursue the liquidation of the Company and the subsequent distribution of the
Company's net assets to the Company's stockholders.
Other than as set forth herein, the Group and the persons
listed on Schedule I have not entered into any contracts, arrangements,
understandings or relationships (legal or otherwise) with each other or with any
other person with respect to any securities of the Company."
The First Amendment provides:
"There has been no change in the information set forth in
response to Item 6 of Schedule 13D except as set forth below and the response to
that Item is hereby incorporated herein by reference.
The members of the Group have orally agreed to vote their
respective shares, and to solicit proxies from other stockholders, in order to
elect a slate of directors to be nominated by the Group for election at the 1995
Annual Meeting. The slate of directors proposed by the Group will include some
or all of the members of the Group. The Group's nominees will be persons who, if
elected to the board, intend to pursue the liquidation of the Company and the
subsequent distribution of the Company's net assets to the Company's
stockholders."
<PAGE>
This Second Amendment provides:
"The Original Filing, as amended by the First Amendment, is
hereby further amended to provide: (i) that M. Dresner, J. Dresner, Langner
and Reinwald disclaim membership in any group with respect to securities of the
Company; and (ii) that such persons are parties to (or it is anticipated
that they will be parties to) the Non-Interference Agreement (as defined).
Other than as set forth herein, the persons listed on
Schedule I have not entered into any contracts, arrangements,
understandings or relationships (legal or otherwise) with each other or with any
other person with respect to any securities of the Company."
Item 7. Material to be Filed as Exhibits
The Original Filing provides:
"(a) Verified Complaint styled Jay B. Langner v. Stephen
L. Brown et. al. filed March 23, 1995 in the United States District Court for
the Southern District of New York."*
The First Amendment provides:
"None"
This Second Amendment provides:
"Exhibit 99.1 Non-Interference Agreement (the
"Non- Interference Agreement")."
- --------
* Filed as an exhibit to the Original Filing. Omitted from this Second
Amendment pursuant to Rule 13d-2(c) of the Exchange Act.
<PAGE>
<TABLE>
<S>
SCHEDULE I
The Orginal Filing provides:
"The names, business addresses, principal occupation and business
addresses of organizations of employment of each member of the Group are as
follows:
<C> <C> <C> <C>
Principal Organization of
Name Business Address Occupation Employment
Milton Dresner 28777 Northwestern Hwy. Private Investor Highland Management
Suite 100
Southfield, MI 48034
Joseph Dresner 28777 Northwestern Hwy. Private Investor Highland Management
Suite 100
Southfield, MI 48034
Jay Langner P.O. Box 355 President of Hudson General
Great Neck, N.Y. 11022 transport Corporation
services corp.
Charles Reinwald 24 Lawrence Road Attorney/ Self-employed"
Scarsdale, N.Y. 10583 Private Investor
</TABLE>
<PAGE>
<TABLE>
SCHEDULE I
<S>
The Original Filing provides:
"The names, business addresses, principal occupation and
business addresses of organizations of employment of Mr. Langner's children are
as follows:
<C> <C> <C> <C>
Name Business Address Principal Occupation Organization of
Employment
David Langner 380 Lexington Avenue Attorney McLaughlin & Stern,
New York, N.Y. 10168 Alkalay, Handler,
Robbins and Herman
Virginia Luppescu 281 Canterbury Road N/A N/A "
Westfield, New Jersey
</TABLE>
<PAGE>
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.
Dated: December 20, 1997
/s/ Charles Reinwald
________________________
Charles Reinwald
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.
Dated: December 22, 1997
/s/ Jay Langner
________________________
Jay Langner
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.
Dated: December 22, 1997
/s/ Milton Dresner
__________________________
Milton Dresner
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.
Dated: December 22, 1997
/s/ Joseph Dresner
_____________________________
Joseph Dresner
Exhibit 99.1
Non-Interference Agreement
Pursuant to Paragraph 9.C. of the Stipulation and Agreement of
Compromise, Settlement and Release (the "Settlement") between the parties named
in the action entitled Jay B. Langner, Plaintiff v. Stephen L. Brown et al.,
Defendants ("Action No. 1") and the parties named in the action entitled The
Franklin Holding Corporation (Delaware), Plaintiff v. Jay B. Langner et al.,
Defendants ("Action No. 2"), it is the desire and intent of the parties to
Actions No. 1 and 2 to end all relationships and courses of conduct among
themselves such as have given rise to Action No. 1 and Action No. 2.
NOW, THEREFORE, in consideration of the Settlement terms and
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, I, [defendant in Action No. 2] on behalf of myself and on
behalf of the affiliated persons and family members listed on Exhibit 6 of the
Settlement (the "Affiliates") agree from the date hereof until such date, if
any, upon which approval of the Settlement shall be denied and the Settlement
terminated, to comply with [paragraph] 9.C of the Settlement and that I or any
Affiliates shall not, alone or in conjunction with others, directly or
derivatively, or in any representative or individual capacity, interfere with
or seek any relief against S.L. Brown & Company ("SLB. Co") or The Franklin
Holding Corporation (Delaware) or any affiliate thereof (including but no
limited to Excelsior Communications Corporation or Avery Communications, Inc.)
or any or all members of the Board of Directors or executives or employees
thereof, with respect to the business operations, finances or management o
SLB Co., Franklin or any affiliate thereof, or of any other company which now
is or in the future may be directly or indirectly controlled by, Stephen L.
Brown or any affiliate thereof or any entity of which Stephen L. Brown is the
chief
1
<PAGE>
executive officer or Chairman of the Board of Directors, or of which any other
defendant in Action No. 1 or Miles L. Berger is presently or as of the Effective
Date (as defined in the Settlement) a director, including, but without in any
way limiting the foregoing: engaging in proxy contests; commencing, instigating
or pursuing any lawsuit or other legal, administrative, regulatory or arbitral
proceeding, but excluding commercial transaction disputes against entities,
other than Franklin or its affiliates, not related to the Released Claims (as
defined in the Settlement), that may be brought by Hudson General Corporation or
Highland Management Corporation or any of their affiliates; acting in concert
with any other person in any manner that (but for the beneficial ownership level
provisions of Section 13(a) of the Securities and Exchange Act of 1934) would
require the filing of a Schedule 13D; soliciting any other person to act or
refrain from acting with respect to the business, finances or management of or
compensation or other benefits or consideration paid or provided by any of the
above-described companies or any of its or their affiliates or subsidiaries;
holding or purchasing shares in any such company other than in Franklin; and I
and my Affiliates hereto agree not to be publicly critical of Stephen L. Brown
or the other management, directors or business associates of Brown in any way
with respect thereto; and will not instigate, cause, request, or suggest that
anyone else shall do so.
I represent that as of the date of this Agreement, neither I
nor any of my Affiliates are aware of any commercial transaction dispute or
claim or facts giving rise to same not related to the Released Claims (as
defined in the Settlement), between myself or any of my Affiliates and any of
the defendants in Action No. 1 or any of their affiliates or any of the members
of the Board of Directors or executives or employees thereof, or Miles L.
Berger.
2
<PAGE>
I understand that if I or any of my Affiliates breach any of
the above provisions agreed to herein or any other provision of the Settlement,
the discontinuance of Action No. 2 and release of claims therein provided for by
the Settlement shall be deemed vacated, without prejudice, as against the
breaching party only, so as to permit reinstatement of claims set forth therein
or arising from the matters there asserted against myself and any Affiliate who
is a defendant in Action No. 2 and who is alleged to have breached the
provisions hereof, provided: (i) I and any other Affiliate who is alleged to
have breached this Agreement have been notified in writing of such breach by
certified mail, and unless (ii) I and my Affiliate who is alleged to have
breached this Agreement have failed to move within ten business days of the
mailing of such notification of such breach for, and use my or its best efforts
to obtain, an order of the District Court for the Southern District of New York
staying or otherwise precluding such a reinstatement of claims.
Date:
AGREED TO ON BEHALF OF MYSELF
AND MY AFFILIATES:
_________________________________
3
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