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).