-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LRizkGyMbIDg0obWDCA0iuAasgTdj0yhcv5hqjDWlTMsXKKcCPvmvvvUriOWSxwS ZMm2IwFgzY/Pqs9tZ491Pw== 0001046211-98-000004.txt : 19980115 0001046211-98-000004.hdr.sgml : 19980115 ACCESSION NUMBER: 0001046211-98-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980114 SROS: AMEX GROUP MEMBERS: AND CHARLES REINWALD GROUP MEMBERS: DRESNER MILTON H GROUP MEMBERS: MILTON H. DRESNER, JOSEPH DRESNER, JAY B. LANGNER, SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN HOLDING CORP CENTRAL INDEX KEY: 0000812301 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133419202 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38889 FILM NUMBER: 98506573 BUSINESS ADDRESS: STREET 1: 450 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124862323 MAIL ADDRESS: STREET 1: 450 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DRESNER MILTON H CENTRAL INDEX KEY: 0000941982 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 28777 NORTHWESTERN HIGHWAY STREET 2: SUITE 100 CITY: SOUTHFIELD STATE: MI ZIP: 48034 MAIL ADDRESS: STREET 1: 28777 NORTHWESTERN HIGHWAY STREET 2: SUITE 100 CITY: SOUTHFIELD STATE: MI ZIP: 48034 SC 13D/A 1 SC 13D/A W/ RESPECT TO THE FRANKLIN HOLDING CORP. 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 - -------------------------------------------------------------------------------- (Title of Class of Securities) 35353910 - -------------------------------------------------------------------------------- (CUSIP Number) Richard W. Cohen Robinson Brog Leinwand Greene Genovese and Gluck P.C. 1345 Avenue of the Americas, 31st floor (212)586-4050 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29, 1995 - -------------------------------------------------------------------------------- (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)) CUSIP No. 13D 35353910 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Milton H. 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 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 - -------------------------------------------------------------------------------- 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% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 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 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 13D 35353910 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jay B. Langner - -------------------------------------------------------------------------------- 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 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 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,105 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 13D 35353910 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles Reinwald - -------------------------------------------------------------------------------- 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 -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! 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." 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. 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 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 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 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." 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. 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: 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
SCHEDULE I 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: 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
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 EX-99 2 NON-INTERFERENCE AGREEMENT 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----