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): August 210, 2012

FRANKLIN CREDIT HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-17771	26-3104776
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

101 Hudson Street

Jersey City, New Jersey

(Address of Principal Executive Offices)

07302

(Zip Code)

Registrant’s telephone number, including area code: (201) 604-1800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.03 Bankruptcy or Receivership.

AsOn ~~previously~~August ~~reported~~10, in2012, ~~a Current Report on Form 8-K of~~ Franklin Credit Holding Corporation (“Franklin Holding” or the “Registrant”) ~~filed~~satisfied onall ~~July,~~remaining ~~19,~~conditions ~~2012,~~precedent to the effectiveness of its First Amended Prepackaged Plan of Reorganization ~~of Franklin Credit Holding Corporation~~, dated July 3, 2012, ~~was~~as amended and confirmed by the Confirmation Order entered on July 18, 2012 (in Case No. 12-24411 (DHS), pending in the United Stated Bankruptcy Court for the District of New Jersey) in its Chapter 11 voluntary bankruptcy proceeding (and as amended and confirmed, the “Prepackaged Plan”). On inthe ~~Case~~Effective ~~No.~~Date, ~~12-24411~~the ~~(DHS),~~Prepackaged ~~which~~Plan isbecame ~~the~~effective ~~voluntary~~and ~~case~~a ~~commenced~~Notice byof ~~the~~(i) ~~Registrant,~~Occurrence ~~under~~of ~~Chapter~~Effective 11Date of the ~~Bankruptcy~~First ~~Code,~~Amended inPrepackaged ~~the~~Plan ~~United~~of ~~States~~Reorganization ~~Bankruptcy~~of ~~Court~~Franklin ~~for~~Holding ~~the~~and ~~District~~(ii) ofAdministrative ~~New~~Claims ~~Jersey~~Bar Date (the “~~Bankruptcy~~Notice ~~Court~~of Effective Date”) was filed with the Bankruptcy Court. ~~Defined~~A ~~terms~~copy ~~used~~of ~~herein,~~the ~~but~~Notice ~~not~~of ~~defined~~Effective ~~herein,~~Date ~~shall~~is ~~have~~attached ~~the~~hereto ~~meanings~~as ~~ascribed~~Exhibit to2.1 ~~them~~and inis ~~the~~incorporated ~~Prepackaged~~herein ~~Plan~~by reference. The ~~Registrant’s~~Effective ~~Current~~Date ~~Report~~of onthe ~~Form~~Prepackaged ~~8-K~~Plan ~~filed~~is ~~with~~August ~~Commission~~10, on2012. Defined ~~July~~terms 19used herein, ~~2012~~but ~~contains~~not adefined ~~summary~~herein, ofshall have the meanings ascribed to them in the Prepackaged Plan.

~~Upon the expiration of the time to file an appeal of the Confirmation Order under the Federal Rules of Bankruptcy Procedure~~Specifically, ~~the Confirmation Order became a final order of the Bankruptcy Court~~ on August 210, 2012, ~~and, pursuant to the Prepackaged Plan, August 2, 2012 was established as the record date~~ (~~the “Record Date”~~i)~~. Pursuant~~ to the ~~Prepackaged~~Registrant ~~Plan,~~distributed ~~shareholders~~all of the common ~~stock of the Registrant as of the Record Date are entitled to receive their respective pro rata~~ shares of ~~the Registrant’s 80% interest in~~ Franklin Credit Management Corporation (“FCMC”), a ~~national~~nationwide mortgage servicer (which did not and is not ~~proposing~~planning to file ~~a petition~~ for bankruptcy)~~. The Effective Date of the Prepackaged Plan is anticipated to be on or about August 9~~, ~~2012~~held ~~(which~~by ~~date~~it ~~is subject~~ to athe ~~number~~holders of ~~external~~the ~~factors~~common ~~and~~stock isof ~~subject to change). On~~ the ~~Effective Date, the~~ Registrant’s ~~common~~as ~~shares~~ of ~~FCMC~~close ~~are~~of ~~expected~~business toon bethe ~~distributed~~August to2, ~~the~~2012 record ~~holders~~date ofand ~~the~~(ii) ~~common~~FCMC ~~stock~~made ofa ~~the~~cash ~~Registrant~~payment as of ~~the Record Date~~$250,000 ~~and all conditions precedent~~ to the ~~effectiveness~~bankruptcy estate of the ~~Prepackaged~~Registrant, ~~Plan~~which, ~~are~~along ~~expected~~with tothe ~~have~~promissory ~~been~~note ~~satisfied~~executed orby ~~waived. The~~ FCMC ~~common~~on ~~stock~~August so2, ~~distributed~~2012 ~~shall be~~ in the ~~form~~amount of ~~legended~~$1,109,000 ~~securities~~payable ~~that~~to ~~may not be offered or sold in~~ the ~~public~~bankruptcy ~~marketplace~~estate ~~until~~of the ~~effectiveness~~Registrant ofover a ~~Form~~period 10of ~~Registration~~five ~~Statement~~years toat bean ~~filed~~interest byrate ~~FCMC,~~of ~~which~~3.25% ~~FCMC~~per ~~anticipates filing in the next several days~~annum, ~~with~~shall ~~the~~be ~~Commission~~used ~~pursuant~~ to pay the ~~Securities~~expenses ~~Exchange Act~~ of ~~1934,~~the asLiquidation ~~amended~~Manager, orAllowed ~~under~~Administrative anClaims ~~applicable~~to ~~exemption~~the ~~from~~extent ~~registration~~not ~~requirements. The~~otherwise ~~Registrant~~paid, ~~anticipates~~ the ~~Form~~Distributions ~~10 Registration Statement~~ to beHolders ~~filed~~of byAllowed ~~FCMC will be effective~~Claims, ~~subject~~and to the ~~approval,~~additional ~~review~~costs ~~and~~of ~~comments~~winding ofdown the ~~Commission,~~Debtor ~~within~~and ~~sixty~~the toEstate ~~ninety~~under ~~days~~the ofPrepackaged ~~filing~~Plan.

On It ~~August~~is 2,not ~~2012,~~possible to ~~further~~determine ~~implement~~the extent of recoveries of creditors of the ~~Prepackaged~~Registrant ~~Plan:~~as this will continue to be dependent on the completion of the determination of the total claims pool, which has not been completed at this time. Recovery of any claims by creditors against the Estate is highly speculative.

· FCMC, ~~executed~~as aof ~~promissory~~August ~~note~~10, ~~in the amount of $1~~2012,~~109,000~~ ~~payable~~is ~~over~~ a ~~period~~company ofseparate ~~five~~and ~~years~~independent ~~at an interest rate~~ of ~~3.25% per annum (~~the ~~“Note”)~~Registrant. The ~~For~~common ~~the~~stock ~~term~~ of ~~the~~FCMC ~~Note,~~distributed onby the ~~first~~Registrant ~~day of each month beginning with the month following the effective date (which start date~~ is ~~expected~~in ~~to be September 1, 2012), FCMC shall pay to~~ the ~~bankruptcy~~form ~~estate~~ of ~~Franklin~~legended ~~Holding~~securities ~~$18,483.33~~that ~~per~~may ~~month,~~not ~~plus~~be ~~interest~~offered ofor ~~3.25%~~sold ~~calculated~~in on the ~~outstanding~~public ~~Note~~marketplace ~~balance~~until at the ~~close~~effectiveness of the ~~prior~~Form ~~month,~~10 ~~based~~Registration aStatement, ~~360~~which ~~day year multiplied by the actual number of days elapsed each month.~~ FCMC ~~may~~filed ~~prepay~~with the ~~principal due on the Note without penalty~~U. ~~If payments are not made on time, there would be a late charge of five cents ($0~~S.~~05)~~ ~~for~~Securities ~~each~~and ~~dollar~~Exchange ~~($1.00)~~Commission ~~of the delinquent payment. The default interest rate for the Note should there be an event of default~~ (~~as defined in~~ the ~~Note~~“Commission”) ~~would be 8.25%. Separate and apart from the Note,~~ on ~~or about~~ August 910, 2012, ~~FCMC~~pursuant ~~anticipates making a payment of $250,000~~ to the ~~bankruptcy~~Securities ~~estate~~Exchange Act of ~~the~~1934, ~~Registrant~~as ~~(the~~amended, ~~“Cash~~or ~~Payment”).~~pursuant ~~The~~to ~~proceeds~~an ~~received~~exemption ~~by the Registrant~~ from ~~the~~registration ~~Cash~~requirements ~~Payment and Note shall be used to pay the expenses~~ of the ~~Liquidation~~Securities ~~Manager,~~Act ~~Allowed~~of ~~Administrative Claims to the extent not otherwise paid~~1933, ~~the~~as ~~Distributions~~amended. FCMC toanticipates ~~Holders of Allowed Claims and~~ the ~~additional~~Form ~~costs~~10 ofRegistration ~~winding~~Statement ~~down~~will ~~the~~become ~~Debtor~~effective, ~~and~~subject ~~the~~to ~~Estate under~~ the ~~Prepackaged Plan. The representations~~approval, ~~warranties~~review and ~~covenants~~comments of ~~FCMC, which are contained in~~ the ~~Note~~Commission, ~~are~~within ~~typical~~sixty ~~for~~to ~~agreements~~ninety days of ~~this type~~filing.

	·	Thomas J. Axon, the Chairman, President and a shareholder of the Registrant and FCMC, entered into a continuing and unconditional guaranty of payment agreement (the “Guaranty”) in favor of the Registrant to guarantee (i) the payment of all sums due under the Note; and (ii) the performance of all terms, conditions and covenants set forth in the Note. The guaranty of payment includes interest on all obligations of FCMC under the Note without regard to whether FCMC is relieved of the obligation to pay such interest under the Bankruptcy Code or other similar statute.
	·	Following notice to parties in interest and approval by the Bankruptcy Court, the Registrant entered into an agreement (the “Liquidation Manager Agreement”) with the undersigned, Kevin P. Gildea, EVP, Chief Legal Officer and Secretary of the Registrant and FCMC, who, without compensation and without any personal liability for any of the obligations of the Registrant, shall succeed to the rights and obligations of the Registrant and shall, pursuant to the Prepackaged Plan, serve as Liquidation Manager (in addition to his duties for FCMC) until the liquidation and distribution of the assets of the Registrant’s bankruptcy estate and books, records and files required to be retained under applicable law are stored. The Liquidation Manager shall perform those activities identified for the Liquidation Manager in the Current Report of the Registrant on Form 8-K filed on July, 19, 2012. Upon the request of a party in interest, the Bankruptcy Court may remove the Liquidation Manager for (i) an act of fraud, embezzlement or theft in connection with the Liquidation Manager’s duties or in the course of his engagement in such capacity, (ii) the intentional wrongful damage of property of the Debtor or the Estate, or (iii) gross neglect by the Liquidation Manager of his duties under this Agreement. The Liquidation Manager may resign at any time upon thirty (30) days’ prior written notice to the Bankruptcy Court. The Registrant, under the control of the Liquidation Manager, will not engage in, at any time, the conduct of any trade or business other than the distribution and liquidation of the assets of the Registrant’s bankruptcy estate.

Item 3.03 Material Modification to Rights of Security Holders

As of August 10, 2012, under the Prepackaged Plan and in accordance with the Bankruptcy Code, all outstanding and issued shares of the Registrant’s common stock and any options, warrants, or rights, contractual or otherwise to acquire any share of common stock of the Registrant are extinguished, cancelled and are no longer of any force or effect. Therefore, all existing equity interests, including the common stock of the Registrant, are worthless. On or about August 10, 2012, the Registrant will file a Form 15 with the Commission to terminate the registration of its common stock and suspend its reporting obligations under the Securities and Exchange Act of 1934, as amended.

~~FORWARD–LOOKING~~Item ~~STATEMENTS~~5.01 Changes in Control of Registrant

~~This~~As ~~Current~~of ~~Report~~the onEffective ~~Form 8-K~~Date, ~~including~~under the ~~Exhibits~~Prepackaged ~~hereto~~Plan, ~~as well as other statements made by Franklin Holding may contain forward-looking statements that reflect, when made, Franklin Holding’s current views with respect to~~ the ~~current~~Liquidation ~~events~~Manager ~~and valuation of its assets and liabilities. In some cases, you can identify~~ (the ~~forward-looking words such as “may~~undersigned,” ~~“might,”~~Kevin “will,” “should,” “expects,” “plans,” “anticipates, ” “believes,” “intend,” “estimates,” “project,” “predicts,” “potential” or “continue,” the negative of these terms and comparable terminologyP. ~~These~~Gildea) ~~forward-looking statements are based on management’s belief as well as assumptions made by and information available to management at the time the disclosed information~~ was ~~prepared.~~appointed ~~Such statements contain certain risks, uncertainties,~~ and ~~assumptions.~~succeeded Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. Important factors that could cause actual results to ~~differ from those in Franklin Holding’s specific forward-looking statements include, but are not limited to,~~ the ~~following: the terms of the Prepackaged Plan; Franklin Holding~~Registrant’s ~~ability~~authority to obtain the Bankruptcy Court’s approval with respect to motions in the Chapter 11 case prosecuted from time to time; the ability of Franklin Holding to consummate the Prepackaged Plan in the Chapter 11 case; the risk that the Effective Date may not occur; and ~~the risks associated with litigation and other claims that involve Franklin Holding~~power. ~~Additional factors that could affect future results are described in Franklin Holding’s filings with the Commission~~ Accordingly, ~~including, but not limited to, those factors discussed~~ under the ~~captions~~Prepackaged ~~“Risk Factors~~Plan,” ~~“Interest~~the ~~Rate~~Liquidation ~~Risk”~~Manager ~~and~~is ~~“Real Estate Risk”~~ in ~~Franklin~~control ~~Holding’s~~of ~~Annual Report on Form 10-K for~~ the ~~year ended December 31, 2011, filed with the SEC on March 23, 2012, and Quarterly Reports on Form 10-Q~~Registrant. ~~Franklin Holding disclaims any intention or obligation to update or revise any forward-looking~~

~~statements,~~Item ~~whether as a result of new information, future events and/or otherwise~~5.02 Departure ~~Similarly, these and other factors, including the terms~~ of ~~any~~Directors ~~reorganization plan ultimately confirmed, can affect the value of Franklin Holding’s various prepetition liabilities~~ and common stock. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Franklin Holding 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.Officers

As of the Effective Date, under the Prepackaged Plan, Thomas J. Axon, Michael Bertash, Frank B. Evans, Jr., Steven W. Lefkowitz, and Allan R. Lyons ceased to be directors of the Registrant. As of the Effective Date, under the Prepackaged Plan, Thomas J. Axon, Paul D. Colasono, Kevin P. Gildea (the undersigned), and Stephen Hague ceased to be officers of the Registrant.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description	~~Description~~
2.1	Notice of Effective Date of the First Amended Prepackaged Plan of Reorganization of the Registrant, as amended, filed on August 10, 2012 with the United States Bankruptcy Court for the District of New Jersey	~~Liquidation Manager Agreement.~~
2.2		Promissory Note of Franklin Credit Management Corporation made payable to the Registrant.
2.3		Guaranty of Thomas J. Axon.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Franklin Credit Holding Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 310, 2012

FRANKLIN CREDIT HOLDING CORPORATION By: /s/ Kevin P. Gildea Name: Kevin P. Gildea Title: ~~Chief~~Liquidation ~~Legal Officer and Secretary~~Manager

Filing Compare · FRANKLIN CREDIT HOLDING CORP/DE/