Franklin Capital Corporation Will Seek Stockholder Approval to Withdraw Election to Be Regulated as a Business Development Company.SANTA MONICA Santa Monica (săn`tə mŏn`ĭkə), city (1990 pop. 86,905), Los Angeles co., S Calif., on Santa Monica Bay; inc. 1886. Tourism and retailing are important, and the city has motion-picture, biotechnology, and software industries. , Calif. -- Franklin Capital Corporation (AMEX AMEX See: American Stock Exchange : FKL FKL Franklin, PA, USA - Chess Lamberton (Airport Code) ) announced today that its Board of Directors has unanimously determined to seek stockholder approval at its 2004 annual meeting of stockholders to withdraw its election to be regulated as a business development company under the Investment Company Act of 1940. "This is yet another significant step towards the realization of the strategic restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). plan that we previously announced in June 2004 for Franklin Capital," said Milton "Todd" Ault, III, the Chairman and Chief Executive Officer of Franklin Capital. "The restructuring plan contemplated that Franklin Capital would change its business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets to concentrate on buying controlling equity stakes in medical products/health care solutions and financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. companies. Because Franklin Capital now believes such business operations are incompatible with being regulated as a business development company under the Investment Company Act of 1940, Franklin Capital's board of directors concluded that it is in the best interest of Franklin Capital and its stockholders to withdraw its election to be regulated as a business development company." ADDITIONAL INFORMATION Franklin Capital will file a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. in connection with its 2004 annual meeting of stockholders. Franklin Capital's stockholders are advised to read the proxy statement relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the annual meeting of stockholders of Franklin Capital when it becomes available, as it will contain important information. Stockholders will be able to obtain this proxy statement, any amendments or supplements thereto there·to adv. 1. To that, this, or it. 2. Archaic In addition to that; furthermore. thereto Adverb Formal 1. to that or it 2. , and any other documents filed by Franklin Capital with the Securities and Exchange Commission for free at the Internet website maintained by the Securities and Exchange Commission at www.sec.gov. In addition, Franklin Capital will mail the proxy statement to each stockholder of record on the record date to be established for 2004 annual meeting of stockholders of Franklin Capital. Copies of the proxy statement and any amendments and supplements thereto will also be available for free by writing to Corporate Secretary, Franklin Capital Corporation, 100 Wilshire Boulevard Wilshire Boulevard is one of the principal east-west arterial roads in Los Angeles, California, United States. It was named for H. Gaylord Wilshire (1861-1927), an Ohio native who made and lost fortunes in real estate, farming, and gold mining. , Suite 1500, Santa Monica, CA 90401. Franklin Capital, its directors and its executive officers may be deemed to be participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of proxies in connection with the 2004 annual meeting of stockholders. These persons may have interests in the solicitation by reason of their beneficial ownership of shares of common stock of Franklin Capital and by virtue of agreements and arrangements with Franklin Capital. The names of the directors and executive officers of Franklin Capital who may be deemed to be participants in the solicitation are listed below, together with their respective positions with Franklin Capital and the number of shares of Franklin Capital's common stock and preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. that each such person beneficially owned as of December 31, 2004.
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Name Positions Common Preferred
Stock Stock
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Brig. Gen. (Ret.) Director 3,000 --
Lytle Brown, III
Herbert Langsam Director 7000 --
Alice Campbell Director 5,850(1) --
Milton "Todd" Ault Chairman and Chief 506,784(2) 10,750(2)
Executive Officer
Louis Glazer, M.D., Director and Chief 506,784(2) 10,750(2)
Ph.D. Health and Science
Officer
Lynne Silverstein President and Secretary 3,810(1) --
Melanie Glazer Manager - Franklin 506,784(2) 10,750(2)
Capital Properties, LLC
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(1) Includes 1,100 shares that Ms. Campbell beneficially owns by
virtue of her minority interest in Zeal Aggressive Partners, L.P.,
a private investment fund managed by Ault Glazer & Company
Investment Management LLC. Includes 340 shares that Ms.
Silverstein beneficially owns by virtue of her minority interest
in Zeal Aggressive Partners, L.P., a private investment fund
managed by Ault Glazer & Company Investment Management LLC.
Includes 2,170 shares that Ms. Silverstein beneficially owns by
virtue of her minority interest in Zodiac Investment Partners
private investment fund managed by Ault Glazer & Company
Investment Management LLC.
(2) Pursuant to a Schedule 13D filed jointly by Ault Glazer & Company
Investment Management LLC, Mr. Ault and the Glazers on September
30, 2004, each member of the group may be deemed to beneficially
own the aggregate number of shares held by all of the members of
the group as a whole.
FORWARD-LOOKING STATEMENTS forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This press release contains certain forward-looking statements. These forward-looking statements can generally be identified as such because the context of the statement will include words such as Franklin Capital "expects," "should," "believes," "anticipates" or words of similar import. Stockholders, potential investors and other readers are cautioned that these forward-looking statements are predictions based only on current information and expectations that are inherently subject to risks and uncertainties that could cause future events or results to differ materially from those set forth or implied by the forward-looking statements. Certain of those risks and uncertainties are discussed in the Franklin Capital's filings with the Securities and Exchange Commission, including Franklin Capital's annual report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and quarterly reports on Form 10-Q Form 10-Q See 10-Q. . These forward-looking statements are only made as of the date of this press release and Franklin Capital does not undertake any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. |
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