FILING UNDER RULE 424(b)(3)
REGISTRATION NO. 33-55721
PROSPECTUS DATED OCTOBER 31, 1994
PROSPECTUS
1,411,736 Shares
FRANKLIN RESOURCES, INC.
Common Stock
(par value $.10 per share)
_________________________
The 1,411,736 shares (the "Shares") of Common Stock (the "Common
Stock") of Franklin Resources, Inc., a Delaware corporation (the
"Company"), offered hereby are being sold by certain stockholders of the
Company (the "Selling Stockholders"). See "SELLING STOCKHOLDERS". The
Shares may be offered by the Selling Stockholders from time to time in open
market transactions (which may include block transactions) or otherwise on
the New York Stock Exchange ("NYSE"), the Pacific Stock Exchange ("PSE"),
the London Stock Exchange ("LSE") or in private transactions at prices
relating to prevailing market prices or at negotiated prices. See "PLAN OF
DISTRIBUTION". The Company will not receive any of the proceeds from the
sale of the Shares offered hereby.
The Shares are listed and traded on the NYSE and the PSE under the
symbol "BEN". On October 28, 1994, the last reported sale price of the
Company's Common Stock on the NYSE was $40.500 per share, the last reported
sale price of the Company's Common Stock on the PSE was $40.750 per share,
and the last reported sale price on the LSE was British Pounds 24.375.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is October 31, 1994.
NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES COVERED BY THIS PROSPECTUS TO ANY PERSON TO WHOM, OR IN ANY
JURISDICTION IN WHICH, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS SINCE THE DATE HEREOF.
_______________________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files annual and quarterly reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, and at the Commission's Regional Offices in New
York, Seven World Trade Center, 13th Floor, New York, New York, 10048, and
Chicago (500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511). Copies of these materials may be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. In addition, reports, proxy statements and other
information concerning the Company may be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005
and the Pacific Stock Exchange, Incorporated, 115 Sansome Street, Suite
1104, San Francisco, California 94104.
This Prospectus constitutes a part of a Registration Statement on
Form S-3 which the Company has filed with the Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
Shares (referred to herein, together with amendments and exhibits, as the
"Registration Statement"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
For further information with respect to the Company and the securities
offered hereby, reference is hereby made to the Registration Statement.
Statements made in this Prospectus as to the contents of any contract,
agreement, or other document referred to are not necessarily complete; with
respect to each such contract, agreement, or other document filed as an
exhibit to the Registration Statement, reference is made to such exhibit
for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.
Copies of the Registration Statement and the exhibits may be inspected,
without charge, at the offices of the Commission, or obtained at prescribed
rates from the Public Reference Section of the Commission at the address
set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993 (the "Annual Report").
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1993, March 31, 1994 and June 30, 1994 (the
"Quarterly Reports").
(c) The Company's Current Reports on Form 8-K filed on April 14,
1994, April 28, 1994, and July 28, 1994.
(d) The description of the Company's Common Stock, par value $.10
per share, contained in the Company's Registration Statements on Form 8-A
(File No. 1-9318), filed November 6, 1986 and January 9, 1987,
respectively, with the Commission pursuant to Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the termination of the offering of the Shares, shall be deemed
to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement.
Any statement or document so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any and all of the
documents described above other than exhibits to such documents which are
not specifically incorporated by reference in such documents. Written or
telephone requests should be directed to: Harmon E. Burns, Executive Vice
President, Legal and Administrative, Franklin Resources, Inc., 777 Mariners
Island Boulevard, San Mateo, California 94404, (415) 312-3000.
THE COMPANY
The Company is a diversified financial services holding company
which, primarily through its various domestic and international
subsidiaries, principally provides investment management, financial
advisory and related services to mutual funds, closed end investment
companies, private accounts, qualified retirement plans, and private
trusts. The Company also provides advisory services to and sponsors and
manages public and private real estate programs, offers consumer banking
services, insured deposits and credit cards and provides custodial,
trustee, and fiduciary services to IRA and Keogh plans and to qualified
retirement plans and private trusts.
The wide range of financial services offered by the Company gives
both domestic and international institutional and individual investors a
variety of investment alternatives designed to meet varying investment
objectives, affording customers the opportunity both to allocate and to
modify their investment resources among investment products as changing
economic and market conditions warrant.
The Company's principal office is located at 777 Mariners Island
Boulevard, San Mateo, California 94404 and its telephone number is (415)
312-3000. The Company was incorporated under the laws of the State of
Delaware in November 1969 and is the successor by merger to businesses
previously conducted since 1947.
On October 30, 1992, the Company acquired (the "Merger")
substantially all of the assets of Templeton, Galbraith & Hansberger Ltd.
("TGH"). The Selling Stockholders acquired the Shares in connection with
the Merger and agreed not to dispose of such Shares for a period of two
years after issuance (the "Lock-Up Period"). Pursuant to a Registration
Rights Agreement, dated July 30, 1992 (the "Registration Rights Agreement")
entered into in connection with the acquisition of the Shares, the Company
agreed to use its best efforts to register the Shares after the expiration
of the Lock-Up Period on October 30, 1994. The Selling Stockholders have
requested that the Company register the Shares and this Registration
Statement is being filed pursuant to such request.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Share offered hereby.
SELLING STOCKHOLDERS
The Selling Stockholders are Goodness, Ltd., a corporation organized
under the laws of the Cayman Islands ("Goodness"), and Faithfulness, Ltd.,
a corporation organized under the laws of the Cayman Islands
("Faithfulness"). The Selling Stockholders acquired the Shares in
connection with the Merger. See "THE COMPANY".
Number of Number of Shares
Shares Owned Owned after
Name of Prior to Number of Completion
Selling Stockholder Offering Shares Offered of Offering (1)
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Goodness, Ltd. (2) 1,305,190 1,305,190 -0-
Faithfulness, Ltd. (2) 106,546 106,546 -0-
(1) Assuming all shares offered hereby are sold, the Selling Stockholders
will own no shares of the outstanding Common Stock.
(2) John M. Templeton owns, indirectly through revocable trusts created by
Mr. Templeton, all of the issued and outstanding shares of common
stock of Goodness, Ltd. and Faithfulness, Ltd. Accordingly, Mr.
Templeton beneficially owns the shares of Common Stock owned by each
of Goodness, Ltd. and Faithfulness, Ltd. Mr. Templeton has entered
into an agreement with a subsidiary of the Company (the "Consulting
Agreement") pursuant to which he has been engaged to act as a
consultant. Under the Consulting Agreement, Mr. Templeton is
prohibited from engaging in certain activities which are competitive
with the Company for a period of fifteen (15) years from the date of
the Merger. Prior to the Merger, Mr. Templeton was Chairman of the
Board of TGH.
PLAN OF DISTRIBUTION
The Shares may be offered by the Selling Stockholders from time to
time in open market transactions (which may include block transactions) or
otherwise on the NYSE, PSE, or LSE or in private transactions at prices
relating to prevailing market prices or at negotiated prices. See "SELLING
STOCKHOLDERS". The Selling Stockholders may effect such transactions by
selling Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions, or commissions
from the Selling Stockholders and/or the purchasers of Shares for whom such
broker-dealers may act as agent or to whom they sell as principal or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The Selling Stockholders and any broker-dealer acting in connection
with the sale of the Shares offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act, in which event any
discounts, concessions, or commissions received by them, which are not
expected to exceed those customary in the types of transactions involved,
or any profit on resales of the Share by them, may be deemed to be
underwriting commissions or discounts, under the Securities Act. The
Company will not receive any proceeds from the sale of the Shares.
The costs, expenses, and fees incurred in connection with the
registration of the Shares, which are estimated to be $27,130 (excluding
fees and out-of-pocket expenses of counsel selected by the Selling
Stockholders, and discounts, fees, or commissions of underwriters, selling
brokers or dealers relating to the distribution of the Shares), will be
paid by the Company.
LEGAL MATTERS
The legality of the Shares offered hereby will be passed upon for the
Company by Weil, Gotshal & Manges.
