SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Franklin Credit Management Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
353487101
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(CUSIP Number)
Debra Jacob Nachlis, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, NY 10022
(212) 715-9467
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
September 17, 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: / /
Page 1 of 5 pages
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SCHEDULE 13D
CUSIP No. 353487101 Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas J. Axon S.S.# ###-##-####
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
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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 of America
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7) SOLE VOTING POWER
3,102,998(See Item 5)
NUMBER ------------------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY ------------------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 3,102,998 (See Item 5)
REPORTING ------------------------------------------------------------
PERSON 10)SHARED DISPOSITIVE POWER
WITH Not Applicable
------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,102,998
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|X|
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4% (See Item 5)
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Schedule 13D
(Amendment No. 1)
The following amends, and as to Item 3, amends and restates, the
Schedule 13D dated March 5, 1996 (the "Schedule 13D"), filed by Thomas Axon (the
"Reporting Person") with respect to the Common Stock, $.01 par value (the
"Common Stock") of Franklin Credit Management Corporation, a Delaware
corporation (the "Company").
THE FIRST SENTENCE OF THE THIRD PARAGRAPH OF ITEM 2 OF SCHEDULE 13-D, "IDENTITY
AND BACKGROUND," IS AMENDED AS FOLLOWS:
The Company's business involves the origination, acquisition, and
collection of real estate secured loan portfolios.
ITEM 3 OF SCHEDULE 13-D, "SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION," IS
AMENDED AND RESTATED AS FOLLOWS:
Prior to the merger of Franklin Credit Management Corporation with
Miramar Resources, Inc. ("Miramar"), the surviving corporation, in December
1994, the Reporting Person acquired 2,548,222 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 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.
On September 1, 1997, the Reporting Person gave 72,970 shares of Common
Stock of the Company to a director of the Company for legal services rendered.
On September 17, 1998, the Reporting Person purchased 133,480 shares of
the Common Stock of the Company, for a total purchase price of $166,850.00, in a
private placement of the Company's securities. The Reporting Person's total
ownership of the Company's Common Stock is currently 3,130,350 shares which
amount represents 52.4% of the Company's total outstanding amount of Common
Stock.
Page 3 of 5 pages
<PAGE>
ITEM 5 OF SCHEDULE 13-D, "INTEREST IN SECURITIES OF THE ISSUER," IS AMENDED AS
FOLLOWS:
(a) The Reporting Person beneficially owns an aggregate of 3,102,998 shares of
Common Stock/1/, representing approximately 52.4% of the Common Stock
outstanding./2/
(b) The Reporting Person has the sole power to vote and dispose of the 3,102,998
shares of Common Stock owned by him.
- ----------------
/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 5,917,295 shares of Common Stock reported
outstanding as of August 31,1998.
Page 4 of 5 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this is true, complete and correct.
Dated: September 28, 1998
/s/ Thomas Axon
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Name: Thomas Axon
Page 5 of 5 pages
