SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A-2
(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)
(Amendment No. 2)
Franklin Credit Management Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
353487101
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(CUSIP Number)
Kimberley Shaw
Franklin Credit Management Corporation
Six Harrison Street
New York, New York 10013
(212) 925-8745
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 14, 2002
(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 [ ].
(Page 1 of 4 pages)
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13D Page 2 of 4 pages
CUSIP No. 353487101
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Thomas J. Axon S.S.# 040-48-9274
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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*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 3,232,394 (See Item 5)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH Not applicable.
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 3,232,394 (See Item 5)
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10 SHARED DISPOSITIVE POWER
Not applicable.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,232,394
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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)
54.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13D
(Amendment No. 2)
The following amends the Schedule 13 D dated September 9, 1996, as
amended by Amendment No.1 thereto dated September 28, 1998 (the "Schedule 13D"),
filed with the Securities and Exchange Commission 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"). Notwithstanding this Amendment No. 2, the Schedule 13D speaks as of
its date.
Item 3 of Schedule 13-D, "Source and Amount of Funds or Other Consideration," is
amended as follows:
On June 14, 2002, the Reporting Person purchased 48,904 shares of
Common Stock of the Company pursuant to a Stock Purchase Agreement between the
Reporting Person and Elayne Danels, dated as of June 14, 2002 for $61,130. The
Reporting Person's total ownership of the Company's Common Stock is currently
3,232,394 shares which amount represents beneficial ownership of 54.0% of the
Company's Common Stock.
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 3,232,394 shares of
Common Stock(1), representing approximately 54.0% of the Common Stock
outstanding(2).
(b) The Reporting Person has the sole power to vote and dispose of the 3,232,394
shares of Common Stock owned by him.
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(1) Does not include 11,610 shares beneficially owned by Mr. Axon's mother, Ann
Axon, with respect to which shares Mr. Axon disclaims beneficial ownership.
Includes 65,000 shares issuable upon exercise of options exercisable within
sixty days.
(2) Percentages are based upon 5,917,295 shares of Common Stock outstanding as
of June 14, 2002.
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SIGNATURES
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: July 30, 2002 /s/ Thomas J. Axon
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Thomas J. Axon
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