Filed by Franklin Capital Corporation
Subject Company - Franklin Capital Corporation
Filed pursuant to Rule 425 under the Securities Act of 1933 and
deemed Filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Exchange Act File No. : 1-9727
The following is a joint press release disseminated by Franklin Capital
Corporation and Change Technology Partners, Inc. dated as of December 5, 2001.
FRANKLIN CAPITAL CORPORATION AND CHANGE TECHNOLOGY
PARTNERS, INC. ENTER INTO DEFINITIVE MERGER AGREEMENT
NEW YORK, N.Y.--(BUSINESS WIRE)--December 5, 2001
Franklin Capital Corporation (AMEX:FKL-NEWS), and Change Technology Partners,
Inc. (OTC BB:CTPI-NEWS) today announced that they have executed a definitive
merger agreement which contemplates a merger of the two companies.
The proposed merger, upon other things, is conditioned upon the approval of the
shareholders of both Franklin Capital Corporation ("Franklin") and Change
Technology Partners, Inc. ("Change"). The definitive merger agreement (the
"Merger Agreement") was approved by the boards of both companies. Under the
terms of the Merger Agreement, Change shareholders will receive one share of
Franklin common stock for each 40.985 shares of Change common stock held by them
prior to the merger, and as a result of the merger Franklin stockholders will
own approximately 20% and Change stockholders will hold approximately 80% of the
equity of the combined company. Franklin and Change hope to complete the merger
prior to the end of March 2002.
Bill Avery, Change's CEO commented that "The combined company plans to create
value by growing Franklin's majority owned subsidiary Excelsior Radio Networks
through acquisitions, joint ventures and internally generated efforts. Franklin
is currently pursuing this objective and through the merger we believe the
Corporation will be able to accelerate its efforts". Franklin Chairman Stephen
L. Brown noted that "Franklin will seek shareholder approval to withdraw its
election as a Business Development Company and anticipates changing its name to
Excelsior Communications Corporation. These changes reflect the Corporation's
business strategy going forward".
In connection with the proposed transaction, Franklin and Change intend to file
relevant materials with the Securities and Exchange Commission (the "SEC"),
including a Registration Statement under the Securities Act of 1933, as amended
(the "Securities Act"), that contains a prospectus and proxy solicitation
statement. Because those documents will contain important information, Franklin
and Change shareholders are urged to read them, if and when they become
available. When filed with the SEC, they will be available for free at the SEC's
website, WWW.SEC.GOV, and Franklin and Change shareholders will receive
information at an appropriate time on how to obtain transaction-related
documents for free from Franklin and Change. Such documents are not currently
available.
Franklin and certain of its officers and directors and Change and certain of its
officers and directors may be deemed to be participants in Franklin's and
Change's solicitation of proxies from the holders of their common stock in
connection with the proposed transaction. Information regarding the participants
and their interests in the solicitation or proxies from the holders of Franklin
or Change common stock in connection with the proposed transaction was filed
pursuant to Rule 425 with the Securities and Exchange Commission on December 5,
2001.
Investors may obtain additional information regarding the interests of the
participants by reading the prospectus and proxy solicitation statement if and
when it becomes available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
Certain statements contained in this communication including without limitation,
statements containing the words "believes", "anticipates", "hopes", "intends",
"expects", "will", "plans" and other words of similar import, constitute forward
looking statements within the meaning of the Private Litigation Act of 1995.
Such statements involve known and unknown risks, uncertainties and other
factors, which may cause actual results of Franklin, Change or a combined
Franklin and Change to differ materially from expectations. The factors that
could cause actual results to differ materially, many of which are beyond the
control of Franklin or Change include, but are not limited to, the following:
(1) technological, engineering, manufacturing, quality control or other
circumstances which could delay the sale or shipment of Franklin's or Change's,
or the combined company's products; (2) economic, business, market and
competitive industry conditions which could affect Franklin's or Change's, or
the combined company's business; and (3) Franklin's or Change's, or the combined
company's inability to protect its proprietary rights, operate without
infringing upon the proprietary rights of others and prevent others from
infringing on the proprietary rights of Franklin or Change or the combined
company.
CONTACT:
Franklin Capital Corporation
Spencer L. Brown, 212/486-2323
or
Change Technology Partners, Inc.
William Avery, 203/661-4556
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Franklin and certain of its officers and directors may be deemed to be
participants in Franklin's solicitation of proxies from the holders of their
common stock in connection with the proposed transaction. Information regarding
the participants and their interests in the solicitation was filed pursuant to
Rule 425 with the SEC by Franklin on November 15, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the prospectus and proxy/consent solicitation statement if and when it becomes
available.
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