0000904793-05-000002.txt : 20120629 0000904793-05-000002.hdr.sgml : 20120629 20050309124004 ACCESSION NUMBER: 0000904793-05-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050309 DATE AS OF CHANGE: 20050309 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN CREDIT MANAGEMENT CORP/DE/ CENTRAL INDEX KEY: 0000831246 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 752243266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40354 FILM NUMBER: 05668669 BUSINESS ADDRESS: STREET 1: SIX HARRISON ST CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2129258745 MAIL ADDRESS: STREET 1: SIX HARRISON ST CITY: NEW YORK STATE: NY ZIP: 10013 FORMER COMPANY: FORMER CONFORMED NAME: MIRAMAR RESOURCES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANTA MONICA PARTNERS LP CENTRAL INDEX KEY: 0000904793 IRS NUMBER: 133100474 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 BUSINESS PHONE: 9148330875 MAIL ADDRESS: STREET 1: 1865 PALMER AVENUE CITY: LARCHMONT STATE: NY ZIP: 10538 SC 13D 1 fcsc_13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (SCHEDULE 13D) Under the Securities Exchange Act of 1934 FRANKLIN CREDIT MANAGEMENT CORPORATION ----------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE ----------------------------------------------------------------------- (Title of Class of Securities) 353487101 ----------------------------------------------------------------------- (CUSIP Number) LAWRENCE J. GOLDSTEIN 1865 PALMER AVENUE LARCHMONT, NEW YORK 10538 (914) 833-0875 ----------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 4, 2005 ----------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d- 1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 12 Pages) CUSIP No. 353487101 13D Page 2 of 12 Pages _______________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANTA MONICA PARTNERS, L.P., SMP ASSET MANAGEMENT, LLC, SANTA MONICA PARTNERS II, L.P., SANTA MONICA PARTNERS ASSET MANAGEMENT LLC AND LAWRENCE J. GOLDSTEIN GROUP _______________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] _______________________________________________________________________ 3 SEC USE ONLY _______________________________________________________________________ 4 SOURCE OF FUNDS WC _______________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] _______________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK _______________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF SEE BELOW SHARES _______________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY SEE BELOW OWNED BY _______________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING SEE BELOW CUSIP No. 353487101 13D Page 3 of 12 Pages PERSON _______________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH SEE BELOW _______________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 317,619 _______________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] _______________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.24% _______________________________________________________________________ 14 TYPE OF REPORTING PERSON IA _______________________________________________________________________ ______________________________________________________________________ _______________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANTA MONICA PARTNERS, L.P. 13-3100474 SMP ASSET MANAGEMENT, LLC 42-1582561 _______________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] _______________________________________________________________________ 3 SEC USE ONLY _______________________________________________________________________ 4 SOURCE OF FUNDS WC CUSIP No. 353487101 13D Page 4 of 12 Pages _______________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] _______________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK _______________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 295,319 SHARES _______________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY _______________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 295,319 PERSON _______________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH None _______________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 295,319 _______________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] _______________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.87% _______________________________________________________________________ CUSIP No. 353487101 13D Page 5 of 12 Pages 14 TYPE OF REPORTING PERSON PN OO (LLC) _______________________________________________________________________ ______________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SANTA MONICA PARTNERS II, L.P. 48-1289758 SANTA MONICA PARTNERS ASSET MANAGEMENT LLC 42-1582565 _______________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] _______________________________________________________________________ 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 DELAWARE _______________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 7,800 SHARES _______________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY CUSIP No. 353487101 13D Page 6 of 12 Pages _______________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,800 PERSON _______________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH None _______________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,800 _______________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] _______________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.129% _______________________________________________________________________ 14 TYPE OF REPORTING PERSON PN OO (LLC) _______________________________________________________________________ The inclusion of SMP Asset Management LLC in this Statement shall not be construed as an admission that such party is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Statement. _______________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LAWRENCE J. GOLDSTEIN _______________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] CUSIP No. 353487101 13D Page 7 of 12 Pages _______________________________________________________________________ 3 SEC USE ONLY _______________________________________________________________________ 4 SOURCE OF FUNDS PF, 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 UNITED STATES _______________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 14,500 SHARES _______________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY _______________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 14,500 PERSON _______________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH None _______________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,500 _______________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES CUSIP No. 353487101 13D Page 8 of 12 Pages [_] _______________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.239% _______________________________________________________________________ 14 TYPE OF REPORTING PERSON IA _______________________________________________________________________ _______________________________________________________________________ FRANKLIN CREDIT MANAGEMENT CORP SCHEDULE 13D Item 1. Security and Issuer. This statement on Schedule 13D (this "Statement") relates to the common stock with $1.00 par value (the "Shares") of Franklin Credit Management Corporation (the "Issuer"). The principal offices of the Issuer are located at Six Harrison Street, New York, New York 10013. Item 2. Identity and Background. (a) Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Statement is being filed by Santa Monica Partners, L.P., and Santa Monica Partners II, L.P. which are both New York limited partnerships. This Statement is also being filed on behalf of Santa Monica Partners Asset Management LLC and SMP Asset Management LLC, both Delaware limited liability companies that act as the general partner for Santa Monica Partners Opportunity Fund, L.P., and Santa Monica Partners L.P., respectively and Lawrence J. Goldstein, the president and sole owner of the general partners. Their principal business address is 1865 Palmer Avenue, Larchmont, New York 10538. (b)-(c) The principal business of Santa Monica Partners and Santa Monica Partners II is to invest in securities with the objective of preserving principal, building net worth, and achieving long-term capital growth for its investors. The principal business of SMP Asset Management and Santa Monica Partners Asset Management is to provide investment advice to and to manage the business and affairs of Santa Monica Partners and Santa Monica Partners II. Mr. Goldstein's principal occupation is providing investment advice to and supervising the business and affairs of SMP Asset Management, Santa Monica Partners CUSIP No. 353487101 13D Page 9 of 12 Pages Asset Management, and indirectly, Santa Monica Partners and Santa Monica Partners II. The principal business address of Santa Monica Partners, Santa Monica Partners II, SMP Asset Management, Santa Monica Partners Asset Management, and Mr. Goldstein (collectively, the "Reporting Persons") is 1865 Palmer Avenue, Larchmont, New York 10538. (d) To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) To the best knowledge of the Reporting Persons, during the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. (f) Mr. Goldstein is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. The source of all funds for purchases of the Shares by Santa Monica Partners was the working capital of Santa Monica Partners. The source of all funds for purchases by SMP Asset Management was the working capital of Santa Monica Partners, which is managed by SMP Asset Management. The source of all funds for purchases of the Shares by Santa Monica Partners II was the working capital of Santa Monica Partners II. The source of all funds for purchases by Santa Monica Partners Asset Management was the working capital of Santa Monica Partners II, which is managed by Santa Monica Partners Asset Management. In addition, Mr. Goldstein may be deemed to be the beneficial owner of shares purchased by Santa Monica Partners and Santa Monica Partners II, which were made with the working capital of Santa Monica Partners and Santa Monica Partners II, respectively. Mr. Lawrence J. Goldstein has accumulated shares of the Issuer on behalf of accounts that are managed by him. All funds that have been utilized to purchase such shares are from such accounts or from margin loans from broker dealers where these accounts are held. The personal funds and working capital may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. Item 4. Purpose of Transaction. The Reporting Persons have acquired the Shares for investment purposes and intend to review on a continuing basis their investments in the Issuer and may, depending upon their evaluation of the Issuer's business and prospects and upon future developments, determine to increase or decrease, or continue to hold as an investment, or dispose of, the shares in the Issuer. CUSIP No. 353487101 13D Page 10 of 12 Pages Item 5. Interest in Securities of the Issuer. (a) As of the date of this Schedule 13D, Santa Monica Partners beneficially owns in the aggregate 295,319 Shares, based on 6,062,295 outstanding shares constituting 4.87% of the outstanding Shares. SMP Asset Management, as the sole general partner of Santa Monica Partners, may be deemed indirectly to own beneficially (as that term is defined in Rule 13d-3 under the Exchange Act) the Shares in which Santa Monica Partners may be deemed to possess direct beneficial ownership. Santa Monica Partners II beneficially owns in the aggregate 7,800 Shares, constituting 0.129% of the outstanding Shares. Santa Monica Partners Asset Management, as the sole general partner of Santa Monica Partners, may be deemed indirectly to own beneficially (as that term is defined in Rule 13d-3 under the Exchange Act) the Shares in which Santa Monica Partners II may be deemed to possess direct beneficial ownership. Mr. Goldstein, as president and sole owner of both SMP Asset Management and Santa Monica Partners Asset Management, may be deemed to have indirect beneficial ownership of the Shares, which SMP Asset Management and Santa Monica Partners Asset Management may beneficially own. Mr. Goldstein disclaims beneficial ownership of such Shares for all other purposes. Mr. Goldstein beneficially owns 14,500 Shares, constituting 0.239% of the outstanding Shares. Mr. Goldstein may also be deemed to have indirect beneficial ownership of the Shares which he beneficially owns. (b) Santa Monica Partners has the sole power to vote or direct the vote of 295,319 Shares and the sole power to dispose or direct the disposition of such Shares. SMP Asset Management, as sole general partner of Santa Monica Partners, may be deemed to have the sole power to vote or direct the vote of the Shares held by Santa Monica Partners, and the sole power to dispose or direct the disposition of such Shares. Santa Monica Partners II has the sole power to vote or direct the vote of 7,800 Shares and the sole power to dispose or direct the disposition of such Shares. Santa Monica Partners Asset Management, as sole general partner of Santa Monica Partners II, may be deemed to have the sole power to vote or direct the vote of the Shares held by Santa Monica Partners II, and the sole power to dispose or direct the disposition of such Shares. Mr. Goldstein, as president and sole owner of SMP Asset Management and Santa Monica Partners Asset Management, may be deemed to have the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares. (c) Santa Monica Partners engaged in the following transactions in Shares of the Issuer during the past 60 days. Date Number of Shares Price per Share 02/01/2005 1,700 9.50 02/03/2005 8,390 10.06 03/02/2005 16,800 12.43 03/04/2005 2,055 13.00 CUSIP No. 353487101 13D Page 11 of 12 Pages Santa Monica Partners II engaged in the following transactions in Shares of the Issuer during the past 60 days. Date Number of Shares Price per Share 02/01/2005 7,800 9.50 Lawrence Goldstein engaged in the following transactions in Shares of the Issuer during the past 60 days. Date Number of Shares Price per Share 03/02/2005 1500 12.43 All transactions involved purchases of Shares on the over-the-counter Nasdaq market. No other Reporting Person effected transactions in Shares of the Issuer during the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. To the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except as follows: (i) the partnership agreement of Santa Monica Partners contains provisions whereby SMP Asset Management may, after certain adjustments, receive a percentage of profits, if any, derived from Santa Monica Partner's investments, and (ii) the partnership agreement of Santa Monica Partners II contains provisions whereby Santa Monica Partners Asset Management may, after certain adjustments, receive a percentage of profits, if any, derived from Santa Monica Partner's II investments. Item 7. Material to be filed as Exhibits. None. 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: March 9, 2005 CUSIP No. 353487101 13D Page 11 of 12 Pages SANTA MONICA PARTNERS, L.P. By: SMP ASSET MANAGEMENT LLC By: /s/LAWRENCE J. GOLDSTEIN --------------------------------- Lawrence J. Goldstein, President SMP ASSET MANAGEMENT LLC By: /s/LAWRENCE J. GOLDSTEIN --------------------------------- Lawrence J. Goldstein, President SANTA MONICA PARTNERS II, L.P. By: SMP ASSET MANAGEMENT LLC By: /s/LAWRENCE J. GOLDSTEIN --------------------------------- Lawrence J. Goldstein, President SANTA MONICA PARTNERS ASSET MANAGEMENT LLC By: /s/LAWRENCE J. GOLDSTEIN --------------------------------- Lawrence J. Goldstein, President /s/LAWRENCE J. GOLDSTEIN --------------------------------- Lawrence J. Goldstein Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).