Franklin Capital Subsidiary Acquires Dial Communications

Business Editors  
NEW YORK, N.Y.--(BUSINESS WIRE)--April 3, 2002--  
Excelsior Radio Networks Acquires Dial Communications and Combines 
 With its Global Media Division to Form Leading National Radio Sales  
Representation Company  
Franklin Capital Corporation (AMEX:FKL), today announced that its 
Excelsior Radio Networks ("Excelsior") subsidiary has acquired 
substantially all of the assets of Dial Communications LLC ("Dial"), 
an industry leading national radio sales representation company.  
The Dial assets will be combined with Excelsior's Global Media 
division to create an industry leading national radio sales 
representation company with 2001 advertising sales revenues of almost 
$50 million and a client roster of over forty independent radio 
production companies. The combined businesses will operate under the 
name Dial Communications-Global Media ("Dial-Global") and will be led 
by the former Dial Communications principals Jeffrey Gasman, David 
Landau and Ken Williams, who will serve as the company's 
co-presidents. Mr. Landau will also serve as a member of Dial-Global's 
board of directors.  
The initial acquisition price consisted of cash and notes and the 
acquisition agreement provides for additional consideration based upon 
the attainment of certain revenue and earnings objectives in 2002 and 
2003. The additional consideration will also be comprised of both cash 
and notes, the latter convertible into shares of Franklin Capital 
common stock at a premium of 115% to 120% of the average closing 
prices of Franklin common stock during a specified pre and post 
closing measurement period. Excelsior financed the initial cash 
purchase price with loans that mature in one year from Change 
Technology Partners and Sunshine II, LLC, both existing investors in 
Excelsior.  
Mr. Stephen L. Brown, Franklin's Chairman and CEO noted, "[t]he 
Dial acquisition represents yet another step in our continuing 
strategy to build a profitable operating company in the radio 
syndication business and to create value for our shareholders. The 
2001 pro-forma operating ebitda for Excelsior, with Dial, was 
approximately $4.0 million in a depressed economic environment. We 
intend to continue working with Excelsior's senior managers to improve 
operating cash flows." Mr. Brown further noted that Franklin intends 
to file its registration statement to begin the process of getting the 
merger with Change Technology Partners (OTC BB:CTPI) approved thereby 
completing Franklin's transition from a business development company 
to an operating company.  
Messrs. Gasman, Landau and Williams, stated, "we are very excited 
about the opportunity to build a larger and more profitable company in 
the network radio industry. Working with Franklin's management, we 
believe we can grow Excelsior and create value for Franklin's 
shareholders. In fact, we structured the deal in a manner that allows 
us to share in Franklin's increased value that we anticipate will 
result if we are successful."  
Spencer L. Brown, Excelsior's Vice President and Franklin's Senior 
Vice President noted, "When Franklin and its partners formed Excelsior 
we stated our intent to create shareholder value in Excelsior through 
acquisitions, joint ventures and internally generated efforts. The 
Dial Communications acquisition represents a significant though not 
final step in making good on that promise. We intend to remain 
opportunistically aggressive and look forward to working with Messrs. 
Gasman, Landau and Williams to create value for Franklin's 
shareholders."  
Certain statements contained in this press release 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 Company results to differ materially from 
expectations. Such factors include the following: (1) technological, 
engineering, manufacturing, quality control or other circumstances 
which could delay the sale or shipment of the Company's products; (2) 
economic, business, market and competitive industry conditions which 
could affect the Company's business; and (3) the 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 the Company. 
 
 
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