SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )
FRANKLIN ADVANTAGE REAL ESTATE INCOME FUND
(NAME OF ISSUER)
Series A Common Stock
(TITLE OF CLASS OF SECURITIES)
35242A101
(CUSIP Number)
Leslie M. Kratter
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(415) 312-4018
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 5, 1994
(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 which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [X]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of less than five percent of such class. See Rule 13d-7.)
SCHEDULE 13D
CUSIP No. 35242A101 Page 1 of 18 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
13-2670991
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
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
Delaware
............................................................
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. SOLE VOTING POWER
Franklin Resources, Inc. 1,404,500 Series A Common 46.6%
Franklin Properties, Inc. 124,240 Series B Common 100 %
(a wholly owned subsidiary of Franklin Resources, Inc.)
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
Franklin Resources, Inc. 1,404,500 Series A Common
Franklin Properties, Inc. 124,240 Series B Common
(a wholly owned subsidiary of Franklin Resources, Inc.)
10. SHARED DISPOSITIVE POWER
-0-
............................................................
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,528,740
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
48.7% (Including Series A Common and Series B Common)
14. TYPE OF REPORTING PERSON
Franklin Resources, Inc. HC; CO
This Schedule 13D is being filed with respect to the
acquisition by Franklin Resources, Inc. of 1,404,500 shares
of Series A Common Stock of Franklin Advantage Real Estate
Income Fund. Franklin Properties, Inc., a wholly owned
subsidiary of Franklin Resources, Inc., was, prior to the
filing of this Schedule 13D, the beneficial owner of 124,240
shares of Series B Common Stock of Franklin Advantage Real
Estate Income Fund. The shares of Series B Common Stock
have equal voting rights with the shares of Series A Common
Stock, but are not registered under Section 12 of the
Securities Exchange Act of 1934. Franklin Trust Company, a
wholly owned subsidiary of Franklin Resources, Inc., serves
as custodian for certain Individual Retirement Accounts
that, in the aggregate, hold approximately 148,389 shares of
Series A Common Stock. Franklin Trust Company has no right
to vote such shares, nor any right to receive or direct the
receipt of dividends from or to receive proceeds from the
sale of such shares,nor any right to direct the disposition
of such shares. Franklin Resources, inc. hereby disclaims
any beneficial interest in such shares.
Item 1. Security and Issuer
Title and Class of the Issuers Equity Securities:
Series A Common Stock
Name and Address of the Principal Executive Office
of the Issuer:
Franklin Advantage Real Estate Income Fund
P. O. Box 7777
San Mateo, California 94403-7777
Item 2. Identity and Background
(a) Name:
Franklin Resources, Inc.
(b) State of Organization:
Delaware
(c) Principal Business:
A diversified financial services organization whose
primary business is providing, through operating
subsidiaries, management, administrative, and
distribution services to the mutual funds comprising
the Franklin/Templeton Group of Funds, managed
accounts and other investment products
Franklin Properties, Inc. is the wholly owned subsidiary of
Franklin Resources, Inc. Franklin Properties, Inc. provides
real estate advisory services and management to Franklin
Advantage Real Estate Income Fund under an advisory
agreement which is renewable annually. In addition,
Continental Property Management, Inc., a California
corporation and indirect wholly owned subsidiary of Franklin
Resources, Inc., provides property management services to
the property owned by Franklin Advantage Real Estate Income
Fund, pursuant to a property management agreement.
Address of Principal Business/Principal Office:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94404
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Jennifer J. Bolt
(b) Residence or business address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Present principal occupation or employment:
Vice President,
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404,
Investment manager and administrator for
Franklin/Templeton Group of Funds, managed
accounts and other investment products
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Harmon E. Burns
(b) Residence or business address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Present principal occupation or employment:
Executive Vice President/Secretary/Director,
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404,
Investment manager and administrator to
Franklin/Templeton Group of Funds, managed
accounts and other investment products
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Kenneth V. Domingues
(b) Residence or business address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Present principal occupation or employment:
Senior Vice President,
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404,
Investment manager and administrator to
Franklin/Templeton Group of Funds, managed
accounts and other investment products
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Martin L. Flanagan
(b) Residence or business address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Present principal occupation or employment:
Senior Vice President/Treasurer/Chief
Financial Officer,
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404,
Investment manager and administrator to
Franklin/Templeton Group of Funds, managed
accounts and other investment products
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Loretta Fry
(b) Residence or business address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Present principal occupation or employment:
Vice President,
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404,
Investment manager and administrator to
Franklin/Templeton Group of Funds, managed
accounts and other investment products
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Deborah R. Gatzek
(b) Residence or business address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Present principal occupation or employment:
Senior Vice President/Assistant Secretary,
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404,
Investment manager and administrator to
Franklin/Templeton Group of Funds, managed
accounts and other investment products
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Judson R. Grosvenor
(b) Residence or business address:
230 E. Flamingo Rd., #434
Las Vegas, Nevada 89109
(c) Present principal occupation or employment:
Director of Franklin Resources, Inc.
Hotel-Motel developer, builder, and operator,
and restaurateur
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
F. Warren Hellman
(b) Residence or business address:
Hellman & Friedman
One Maritime Plaza, 12th Flr.
San Francisco, California 94111
(c) Present principal occupation or employment:
Director of Franklin Resources, Inc.
Partner,
Hellman & Friedman
One Maritime Plaza, 12th Flr.
San Francisco, California 94111,
Investment Management
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Donna S. Ikeda
(b) Residence or business address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Present principal occupation or employment:
Vice President,
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404,
Investment manager and administrator to
Franklin/Templeton Group of Funds, managed
accounts and other investment products
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Charles B. Johnson
(b) Residence or business address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Present principal occupation or employment:
President/Chief Executive Officer/Director,
and Principal Shareholder,
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404,
Investment manager and administrator to
Franklin/Templeton Group of Funds, managed
accounts and other investment products
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Charles E. Johnson
(b) Residence or business address:
Templeton Worldwide, Inc.
500 E. Broward, Suite 2100
Ft. Lauderdale, Florida 33394-3091
(c) Present principal occupation or employment:
Senior Vice President/Director,
Franklin Resources, Inc.
President,
Templeton Worldwide, Inc.
500 E. Broward, Suite 2100
Ft. Lauderdale, Florida 33394-3091,
Investment management
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Gregory E. Johnson
(b) Residence or business address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Present principal occupation or employment:
Vice President,
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404,
Investment manager and administrator to
Franklin/Templeton Group of Funds, managed
accounts and other investment products
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Rupert H. Johnson, Jr.
(b) Residence or business address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Present principal occupation or employment:
Executive Vice President/Director/Principal
Shareholder,
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404,
Investment manager and administrator to
Franklin/Templeton Group of Funds, managed
accounts and other investment products
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Harry O. Kline
(b) Residence or business address:
6501 Red Hook Plaza, #201
St. Thomas, VI 00802
(c) Present principal occupation or employment:
Director of Franklin Resources, Inc.
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Leslie M. Kratter
(b) Residence or business address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Present principal occupation or employment:
Vice President/Secretary,
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404,
Investment manager and administrator to
Franklin/Templeton Group of Funds, managed
accounts and other investment products
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
William J. Lippman
(b) Residence or business address:
Franklin Advisers, Inc.
One Parker Plaza, 16th Flr.
Fort Lee, New Jersey 07024
(c) Present principal occupation or employment:
Senior Vice President,
Franklin Resources, Inc.
Senior Vice President,
Franklin Advisers, Inc.
One Parker Plaza, 16th Flr.
Fort Lee, New Jersey 07024,
Investment adviser and manager to
Franklin/Templeton Group of Funds, managed
accounts and other investment products
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Peter M. Sacerdote
(b) Residence or business address:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(c) Present principal occupation or employment:
Director of Franklin Resources, Inc.
Limited Partner/Chair of Investment Committee,
Goldman, Sachs Group, L.P.
85 Broad Street
New York, New York 10004,
Investment banking
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 2. Identity and Background
(a) Name:
Louis E. Woodworth
(b) Residence or business address:
1505 7th Ave. West
Seattle, Washington 98119
(c) Present principal occupation or employment:
Director,
Franklin Resources, Inc.
Private Investor/President, Alpine Corp.,
1505 7th Ave. West
Seattle, Washington 98119
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
Item 3. Source and Amount of Funds or Other Consideration
Franklin Resources, Inc. utilized its working capital to
purchase the securities which are the subject of this
filing.
Item 4. Purpose of Transaction
Franklin Resources, Inc. initially acquired 124,240
shares of Series B Common Stock of the Issuer at a price of
$10.00 per share in connection with the Issuer's initial
public offering of securities described in the Issuer's
Prospectus, dated November 5, 1990. As of the quarter ended
March 31, 1993, Franklin Resources, Inc. sold the 124,240
shares of Series B Common Stock of the Issuer to Franklin
Properties, Inc., the current beneficial owner of such
shares. On August 5, 1994, Franklin Resources, Inc.
acquired, in the ordinary course of business, 1,404,500
shares of Series A Common Stock of the Issuer in a private
transaction from the Massachusetts State Teachers' and
Employees' Retirement Systems Trust at a price of $9.60 per
share. Franklin Resources, Inc. holds these securities
(including the Series B Common Stock referred to above, to
the extent Franklin Resources, Inc. is deemed to have a
beneficial interest or voting power in such securities owned
by its wholly owned subsidiary, Franklin Properties, Inc.)
solely for investment purposes and not with a view to effect
any changes in, or otherwise direct the action of, the
Issuer. Franklin Resources, Inc. does not have any plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition of securities
of the Issuer;
(b) An extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board;
(e) Any material change in the present
capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's
business or corporate structure including, but not limited
to, if the Issuer is a registered closed-end investment
company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13
of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any
person;
(h) Causing a class of securities of the Issuer to
be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A class of equity securities of the Issuer
becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated
above.
Notwithstanding the foregoing, Franklin Resources, Inc.'s
subsidiary, Franklin Properties, Inc., may, from time to
time, in the course of performing advisory services to the
Issuer, make recommendations to the Issuer dealing with one
or more of the items enumerated above.
Item 5. Interest in Securities of the Issuer
a) The aggregate number of shares of Series A Common
Stock of the Issuer beneficially owned by Franklin
Resources, Inc. is 1,404,500 representing 46.6 percent of
the outstanding Series A Common Stock of the Issuer and 44.8
percent of the combined Series A and Series B Common Stock.
These percentages are based upon information contained in
the Issuer's Form 10-K for the year ended December 31, 1993.
Franklin Resources, Inc. may also be deemed to have a
beneficial interest in the 124,240 shares of Series B Common
Stock beneficially owned by its wholly owned subsidiary,
Franklin Properties, Inc. Based on information in the
Issuer's Form 10-K for the year ended December 31, 1993, the
aggregate number of shares of Series A and Series B Common
Stock in which Franklin Resources, Inc. has, or may be
deemed to have, a beneficial interest is 1,528,740, which
represents 48.7 percent of the total outstanding voting
stock of the Issuer (including Series A and Series B).
b) Franklin Resources, Inc. possesses sole voting and
dispositive power with respect to all of the 1,404,500
shares of the Issuer's Series A Common Stock beneficially
owned by it and may be deemed to possess voting and
dispositive power over the 124,240 shares of the Issuer's
Series B Common Stock beneficially owned by Franklin
Properties, Inc. Charles B. Johnson and Rupert H. Johnson,
Jr. are each officers, directors, and in excess of ten
percent beneficial shareholders of Franklin Resources, Inc.
c) Franklin Resources, Inc. has effected no
transactions in the Issuer's Common Stock during the past
sixty 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 1,404,500 shares of the
Issuer's Series A Common Stock owned by Franklin Resources,
Inc. Franklin Properties, Inc., as the beneficial owner of
the 124,240 shares of the Issuer's Series B Common Stock,
has the right to receive or the power to direct the receipt
of dividends from or the proceeds from the sale of such
shares.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the
Issuer
Franklin Properties, Inc., a wholly owned subsidiary of
Franklin Resources, Inc., provides real estate advisory
services and management to the Issuer under an advisory
agreement which is renewable annually. Continental Property
Management, Inc., an indirect wholly owned subsidiary of
Franklin Resources, Inc., provides property management
services to the real property owned by the Issuer pursuant
to a property management agreement.
There are no contracts, arrangements, understandings, or
relationships (legal or otherwise) between Franklin
Resources, Inc. and any 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, lease or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
Item 7. Materials 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.
August 12, 1994 FRANKLIN RESOURCES, INC.
By: /s/LESLIE M. KRATTER
Leslie M. Kratter
Its Vice President
