SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Franklin Credit Management Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
353487101
(CUSIP Number)
Talia Hochman, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-7552
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 5, 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: |X|
Page 1 of 6 pages
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SCHEDULE 13D
CUSIP No.353487101 Page 3 of 19 Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THOMAS J. AXON ###-##-####
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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
UNITED STATES OF AMERICA
7) SOLE VOTING POWER
3,041,454 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 3,041,454 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,041,454
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |X|
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.1% (See Item 5)
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14) TYPE OF REPORTING PERSON
IN
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Schedule 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, $.01 par value (the "Common Stock"), of Franklin Credit Management
Corporation, a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at Six Harrison Street, New York, New York
10013.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Statement is being filed by Thomas J. Axon (the
"Reporting Person").
Thomas J. Axon is the President, Chief Executive Officer and Chairman
of the Board of Directors of the Company.
The Company's business involves the acquisition of consumer-oriented,
real estate secured loan portfolios from mortgage lending and financial
institutions and the Federal Deposit Insurance Corporation. The business address
of Thomas J. Axon and the address of the principal executive office of the
Company is Six Harrison Street, New York, New York 10013.
(d) - (e) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction or 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) The natural person identified in this Item 2 is a citizen of the
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Prior to the merger of Franklin Credit Management Corporation with
Miramar Resources, Inc. ("Miramar"), the surviving corporation, in December
1994, the Reporting Person acquired 2,437,500 shares of common stock of Miramar
in exchange for nominal consideration.
On March 15, 1995, the Reporting Person received 275,360 shares of
Common Stock of the Company pursuant to a distribution of such shares by Axon
Associates, Inc., of which the Reporting Person is the sole stockholder.
On March 5, 1996, the Reporting Person received 218,906 shares of
Common Stock of the Company from a former director and
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officer of the Company, in consideration for the cancellation of a promissory
note for the principal amount of $33,750 previously issued by such former
director and officer to the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired beneficial ownership of the shares of
Common Stock to which this statement relates for investment.
The Reporting Person may acquire additional shares of Common Stock or
other securities of the Company or sell or otherwise dispose of any or all of
the shares of Common Stock or other securities of the Company beneficially owned
by him. The Reporting Person may take any other action with respect to the
Company or any of its debt or equity securities in any manner permitted by law.
The Reporting Person is eligible to receive options to purchase
additional shares of Common Stock of the Company pursuant to the Company's 1996
Stock Incentive Plan adopted on June 26, 1996.
Except as disclosed in this Item 4, the Reporting Person has no current
plans or proposals which relate to or would result in any of the events
described in Items (a) through (j) of the instructions to Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons beneficially owns an aggregate of 3,041,454
shares of Common Stock/1/, representing approximately 55.1% of the Common Stock
outstanding./2/
(b) The Reporting Person has the sole power to vote and dispose of the
3,041,454 shares of Common Stock owned by him.
(c) The person identified in Item 2 has not effected any transactions
in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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/1/ Does not include 11,611 shares beneficially owned by Mr. Axon's mother, Ann
Axon, with respect to which shares Mr. Axon disclaims beneficial ownership.
/2/ Percentages are based upon 5,520,121 shares of Common Stock reported
outstanding as of July 12, 1996.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: September 9, 1996
/s/ Thomas J. Axon
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Name: Thomas J. Axon
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