UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 27, 2005
0-17771
(Commission File Number)
______________________________
FRANKLIN CREDIT MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
75-2243266
(IRS Employer Identification Number)
Six Harrison Street, New York, NY 10013
(Address of registrant's principal executive office)
(212) 925-8745
(Registrant's telephone number)
______________________________
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On January 27, 2005, the Board of Directors of Franklin Credit Management
Corporation (the "Company") appointed each of Dennis Geer and Alexander Gordon
Jardin as a director of the Company. Mr. Geer was named to the Compensation
Committee and the Nominating and Corporate Governance Committee, of which he was
named Chairman. Mr. Jardin was named to the Audit Committee and the Compensation
Committee. The new directors were appointed to fill vacancies created by the
resignations on January 27, 2005 of Joseph Caiazzo and Alan Joseph, who will
continue to serve as the Company's Secretary and Chief Financial Officer,
respectively.
On February 1, 2005, the Company will be issuing a press release announcing
the appointment of Mr. Geer and Mr. Jardin to the Board of Directors. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
ITEM 9. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
99.1 Press Release dated February 1, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FRANKLIN CREDIT MANAGEMENT CORPORATION
By: /s/ Jeffrey R Johnson
Name: Jeffrey R.Johnson
Title: Chief Executive Officer
Date: January 31, 2005
Exhibit 99.1
For Immediate Release
Contact: Alan Joseph, CFO
Franklin Credit Management Corp.
(212) 925-8745 ext. 169
ajoseph@franklincredit.com
FRANKLIN CREDIT MANAGEMENT CORP. WELCOMES
TWO NEW BOARD MEMBERS
NEW YORK, New York (February 1, 2005) - Franklin Credit Management Corp.
(OTC BB: FCSC), a specialty financial services company that acquires,
originates, manages and sells residential mortgage assets, today announced that
Mssrs. Dennis F. Geer and A. Gordon Jardin have been appointed to the Company's
Board of Directors.
Dennis Geer currently provides consulting services to several corporations
and government agencies. From 2000 to 2004, Mr. Geer was an Executive Vice
President and Chief Administrative Officer of GMAC Residential Holdings, Inc., a
wholly owned subsidiary of the General Motors Corporation, where he was
responsible for Information Technology, Risk Management, Strategic Sourcing and
Human Resources. From 1994 until 1999, Mr. Geer served as Deputy to the Chairman
and Chief Operating Officer of the Federal Deposit Insurance Corporation (FDIC)
in Washington, DC, where he was responsible for the operational oversight of the
16 divisions and offices of the 8,000 person corporation. Prior to joining the
FDIC, he was Vice President for Administration and Corporate Relations at the
Resolution Trust Corporation (1991-1994). From 1986 until 1991, Mr. Geer served
as Director, Office of Administration, at the National Oceanic and Atmospheric
Administration in Washington, DC. He held management positions with the
Department of Housing and Urban Development (HUD) and the Departments of
Treasury and Labor during the 1970s and 1980s.
Gordon Jardin currently serves as President and Chief Operating Officer of
Fenimore Reinsurance Corporation, a company in formation that will operate as a
life and health reinsurer. From 2000 until 2004, Mr. Jardin held executive
management positions, including President and Chief Operating Officer, with
Generali USA Life Reinsurance Company ("Generali"), a wholly-owned subsidiary of
Assicurazioni Generali S.p.A., a leading international insurer. Generali USA is
recognized as one of the industry's top professional life reinsurers and is
licensed or accredited in all 50 states. From 1993 to 2000, he was President and
Chief Executive Officer of PartnerRe Life Insurance Company of the U.S.
(previously known as Winterthur Life Re Insurance Company), the US life
reinsurance subsidiary of Partner Re and a leading provider of multi-line
reinsurance on a global scale with principal offices in Bermuda, Greenwich,
Paris and Zurich. Before joining Winterthur Life Re, Mr. Jardin was Vice
President and General Manager, Reinsurance, at Sun Life of Canada from 1986 to
1993.
"The addition of Dennis Geer and Gordon Jardin as Directors strengthens the
independence of our Board, and I am confident that their extensive executive
management experience will prove invaluable as our Company seeks to realize the
full potential of its unique specialty finance capabilities," stated Tom Axon,
Chairman of Franklin Credit Management Corp. "I would also like to express our
sincere appreciation for the contributions that two of our senior executives - -
Alan Joseph and Joe Caiazzo - - have made to our Board of Directors over the
years. Alan and Joe are resigning from the Board in order to make room for
additional independent Directors, in keeping with 'best practice' trends in the
area of corporate governance."
About Franklin Credit Management Corp.
Franklin Credit Management Corporation ("FCMC", and together with its
wholly-owned subsidiaries, the "Company") is a specialty consumer finance and
asset management company primarily engaged in the acquisition, origination,
servicing and resolution of performing, sub-performing and non-performing
residential mortgage loans and residential real estate. The Company acquires
these mortgages from a variety of mortgage bankers, banks, and other specialty
finance companies. These loans are generally purchased in pools at discounts
from their aggregate contractual balances, from sellers in the financial
services industry. Real estate is acquired in foreclosure or otherwise and is
also generally acquired at a discount relative to the appraised value of the
asset. The Company conducts its business from its executive and operational
headquarters in New York City and through its website www.franklincredit.com.
Its common stock trades on the OTC Bulletin Board under the symbol "FCSC".
Statements contained herein that are not historical fact may be forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
that are subject to a variety of risks and uncertainties. There are a number of
important factors that could cause actual results to differ materially from
those projected or suggested in forward-looking statements made by the Company.
These factors include, but are not limited to: (i) unanticipated changes in the
U.S. economy, including changes in business conditions such as interest rates,
and changes in the level of growth in the finance and housing markets; (ii) the
status of relations between the Company and its sole Senior Debt Lender and the
Senior Debt Lender's willingness to extend additional credit to the Company;
(iii) the availability for purchases of additional loans; (iv) the status of
relations between the Company and its sources for loan purchases; (v)
unanticipated difficulties in collections under loans in the Company's
portfolio; and (vi)other risks detailed from time to time in the Company's SEC
reports. Additional factors that would cause actual results to differ materially
from those projected or suggested or suggested in any forward-looking statements
are contained in the Company's filings with the Securities and Exchange
Commission, including, but not limited to, those factors discussed under the
caption "Real Estate Risk" in the Company's Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q, which the Company urges investors to consider.
The Company undertakes no obligation to publicly release the revisions to such
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrences of unanticipated events,
except as other wise required by securities and other applicable laws. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The Company undertakes no obligation to
release publicly the results on any events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
For further information, please contact:
Alan Joseph, CFO of Franklin Credit Management Corp. at 212-925-8745 (Ext.169)