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As filed with the Securities and Exchange Commission on May 18, 1994
Registration No. 33-53147
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
Amendment No. 1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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FRANKLIN RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-2670991
(State or Other Jurisdiction (I.R.S. Employer Identification
of Incorporation or No.)
Organization)
777 Mariners Island Blvd.
San Mateo, California 94404
(415) 312-3000
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
Leslie M. Kratter
Vice President and
Assistant Secretary
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(415) 312-3000
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Jeffrey E. Tabak, Esq. Norman D. Slonaker, Esq.
Weil, Gotshal & Manges Brown & Wood
767 Fifth Avenue One World Trade Center
New York, New York 10153 New York, New York 10048
(212) 310-8000 (212) 839-5300
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after this Registration Statement becomes
effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION, DATED May 18, 1994
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
FRANKLIN RESOURCES, INC.
DEBT SECURITIES
Franklin Resources, Inc. (the "Company") may, from time to time,
offer or solicit offers to purchase its unsecured debt securities (the
"Debt Securities") in an aggregate principal amount (or net proceeds
in the case of securities issued at an original issue discount) not to
exceed $300,000,000 or, if applicable, the equivalent thereof in one
or more foreign or composite currencies. The Debt Securities may be
offered in one or more series with the same or various maturities on
terms to be determined at the time of sale.
The specific designation, aggregate principal amount, authorized
denominations, purchase price, maturity, rate or rates (which may be
fixed or variable), and time of payment of any interest, any terms for
mandatory or optional redemption (including any sinking fund), any
listing on a securities exchange and any other specific terms of the
Debt Securities in respect of which this Prospectus is being
delivered, together with the terms of offering of such Debt
Securities, will be set forth in one or more supplements to this
Prospectus (each, a "Prospectus Supplement") and one or more pricing
supplements (each, a "Pricing Supplement") accompanying this
Prospectus. The Prospectus Supplement will also contain information,
where applicable, about certain U.S. federal income tax, accounting
and other considerations relating to the Debt Securities covered by
it. As used herein, Debt Securities shall include debt securities
denominated in United States dollars or, if so specified in an
applicable Prospectus Supplement, in any other currency or in
composite currencies or in amounts determined by reference to an
index. See "Description of Debt Securities."
____________________
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 Debt Securities may be offered through underwriters, agents
or dealers, or directly to purchasers by the Company or subsidiaries
of the Company. Such underwriters, agents or dealers may include, and
may include a group of underwriters managed by one or both of, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Goldman, Sachs & Co. If an underwriter, agent or dealer is involved
in the offering of any Debt Securities, the underwriter's discount,
agent's commission or dealer's purchase price will be described in an
applicable Prospectus Supplement, and the net proceeds to the Company
from such offering will be the public offering price of the offered
Debt Securities less such discount in the case of an underwriter, the
purchase price of the offered Debt Securities less such commission in
the case of an agent or the purchase price of the offered Debt
Securities in the case of a dealer, and less, in each case, the other
expenses of the Company associated with the issuance and distribution
of such Debt Securities. See "Plan of Distribution."
____________________
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF
DEBT SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT
____________________
The date of this Prospectus is _____ __, 1994. <PAGE>
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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
filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus omits
certain of the information contained in the Registration Statement in
accordance with the rules and regulations of the Commission.
Reference is hereby made to the Registration Statement and related
exhibits for further information with respect to the Company and the
Debt Securities. Statements contained herein concerning the
provisions of any document are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission and are incorporated herein by reference: (i) the Company's
Annual Report on Form 10-K for the fiscal year ended September 30,
1993, (ii) the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1993, (iii) the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1994, (iv) a Current Report on
Form 8-K filed April 14, 1994 and (v) a Current Report on Form 8-K
filed April 28, 1994.
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 Debt
Securities, 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; telephone number (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.
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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.
USE OF PROCEEDS
Unless otherwise specified in the applicable Prospectus
Supplement, the Company intends to use the net proceeds from the sale
of the Debt Securities to repay certain long-term indebtedness,
bearing interest at an effective rate of 4.04% per annum as of April
30, 1994, and maturing on
June 28, 1998, and for general corporate purposes, which may include
additions to working capital, the repayment of short-term indebtedness
and investments in, or extensions of credit to, subsidiaries.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges was (i) 10.7, 43.0, 64.3,
66.3 and 61.6 for the fiscal years ended September 30, 1993, 1992,
1991, 1990 and 1989, respectively, and (ii) 12.2 for the six months
ended March 31, 1994. These ratios were calculated by dividing the
sum of fixed charges into the sum of earnings before taxes and fixed
charges. Fixed charges for these purposes consist of all interest
expense, the portion of rentals representative of the interest factor
and certain other immaterial expenses.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture (the
"Indenture") to be entered into between the Company and Chemical Bank,
as Trustee (the "Trustee"), a copy of which is filed as an exhibit to
the Registration Statement. The following summaries of certain
provisions of the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all
provisions of the Indenture, including the definitions therein of
certain terms. Wherever particular Sections or defined terms of the
Indenture are referred to, it is intended that such Sections or
defined terms (including, unless otherwise indicated herein,
definitions of terms capitalized in these summaries) shall be
incorporated herein by reference. The following sets forth certain
general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt
Securities offered by any Prospectus Supplement and the extent, if
any, to which such general provisions may apply to the Debt Securities
so offered, will be described in the Prospectus Supplement relating to
such Debt Securities.
The Company's assets consist principally of the stock in its
subsidiaries. Therefore, its rights and the rights of its creditors,
including the holders of Debt Securities, to participate in the assets
of any subsidiary upon the latter's liquidation or recapitalization or
otherwise will be subject to the prior claims of the subsidiary's
creditors, except to the extent that claims of the Company itself as a
creditor of the subsidiary may be recognized. In addition, dividends,
loans and advances from certain subsidiaries to the Company may be
restricted by net capital requirements under the Exchange Act and
under rules of certain regulatory bodies.
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GENERAL
The Indenture does not limit the aggregate principal amount of
Debt Securities which may be issued thereunder and provides that Debt
Securities may be issued from time to time in one or more series. The
Debt Securities will be unsecured obligations of the Company. Neither
the Indenture nor the Debt Securities will limit or otherwise restrict
the amount of other indebtedness which may be incurred or other
securities which may be issued by the Company or any of its
subsidiaries. The Debt Securities will rank on a parity with all
other unsecured unsubordinated indebtedness of the Company.
Reference is made to the Prospectus Supplement relating to the
particular series of Debt Securities offered thereby for the following
terms: (1) the title of such Debt Securities; (2) any limit on the
aggregate principal amount of such Debt Securities; (3) the price or
prices (expressed as a percentage of the aggregate principal amount
thereof) at which such Debt Securities will be issued; (4) the date or
dates, or the method or methods, if any, by which such date or dates
shall be determined, on which such Debt Securities will mature; (5)
the rate or rates (which may be fixed or variable) per annum at which
such Debt Securities will bear interest, if any, or the method or
methods, if any, by which such rate or rates are to be determined; (6)
the date or dates from which such interest, if any, on such Debt
Securities will accrue or the method or methods, if any, by which such
date or dates are to be determined, the dates on which such interest,
if any, will be payable, the date on which payment of such interest,
if any, will commence and the Regular Record Dates for such Interest
Payment Dates, if any; (7) the dates, if any, on which and the price
or prices at which the Debt Securities will, pursuant to any mandatory
sinking fund provisions, or may, pursuant to any optional sinking fund
or to any purchase fund provisions, be redeemed by the Company, and
the other detailed terms and provisions of such sinking and/or
purchase funds; (8) the date, if any, after which and the price or
prices at which the Debt Securities may, pursuant to any optional
redemption provisions, be redeemed at the option of the Company or of
the holder thereof and the other detailed terms and provisions of such
optional redemption; (9) the extent to which any of the Debt
Securities will be issuable in temporary or permanent global form and,
if so, the identity of the depositary for such global Debt Security,
or the manner in which any interest payable on a temporary or
permanent global Debt Security will be paid; (10) the denomination or
denominations in which such Debt Securities are authorized to be
issued; (11) whether such Debt Securities will be issued in registered
or bearer form or both and, if in bearer form, the terms and
conditions relating thereto and any limitations on issuance of such
bearer Debt Securities (including exchange for registered Debt
Securities of the same series); (12) information with respect to book-
entry procedures; (13) whether any of the Debt Securities will be
issued as Original Issue Discount Securities; (14) each office or
agency where, subject to the terms of the Indenture, such Debt
Securities may be presented for registration of transfer or exchange;
(15) the currencies or currency units in which such Debt Securities
are issued and in which the principal of, interest on and additional
amounts, if any, in respect of such Debt Securities will be payable;
(16) whether the amount of payments of principal of, and interest and
additional amounts, if any, on such Debt Securities may be determined
with reference to an index, formula or other method or methods (which
index, formula or method or methods may, but need not be, based on one
or more currencies, currency units or composite currencies,
commodities, equity indices or other indices) and the manner in which
such amounts shall be determined; (17) whether the Company or a holder
may elect payment of the principal of or interest on such Debt
Securities in a currency, currencies, currency unit or units or
composite currency or
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currencies other than that in which such Debt Securities are
denominated or stated to be payable, the period or periods within
which, and the terms and conditions upon which, such election may be
made, and the time and manner of determining the exchange rate between
the currency, currencies, currency unit or units or composite currency
or currencies in which such Debt Securities are denominated or stated
to be payable and the currency, currencies, currency unit or units or
composite currency or currencies in which such Debt Securities are to
be so payable; (18) if other than the Trustee, the identity of each
Security Registrar, Paying Agent and Authenticating Agent; (19) if
applicable, the defeasance of certain obligations by the Company
pertaining to Debt Securities of the series; (20) the person to whom
any interest on any registered Debt Security of the series shall be
payable, if other than the person in whose name that Debt Security (or
one or more predecessor Debt Securities) is registered at the close of
business on the Regular Record Date for such interest, the manner in
which, or the person to whom, any interest on any bearer Debt Security
of the series shall be payable, if otherwise than upon presentation
and surrender of the coupons appertaining thereto as they severally
mature, and the extent to which, or the manner in which, any interest
payable on a temporary global Debt Security on an Interest Payment
Date will be paid if other than in the manner provided in the
Indenture; (21) whether and under what circumstances the Company will
pay additional amounts as contemplated by Section 1004 of the
Indenture (the term "interest," as used in this Prospectus, shall
include such additional amounts) on such Debt Securities to any holder
who is not a United States person (including any modification to the
definition of such term as contained in the Indenture as originally
executed) in respect of any tax, assessment or governmental charge
and, if so, whether the Company will have the option to redeem such
Debt Securities rather than pay such additional amounts (and the terms
of any such option); (22) any deletions from, modifications of or
additions to the Events of Default or covenants of the Company with
respect to any of such Debt Securities; and (23) any other terms of
the series (which will not be inconsistent with the provisions of the
Indenture).
Debt Securities may be issued as Original Issue Discount
Securities to be sold at a substantial discount below their principal
amount. In the event of an acceleration of the maturity of any
Original Issue Discount Security, the amount payable to the holder of
such Original Issue Discount Security, upon such acceleration will be
determined in accordance with the applicable Prospectus Supplement,
the terms of such Debt Security and the Indenture, but will be an
amount less than the amount payable at the maturity of the principal
of such Original Issue Discount Security. Special federal income tax
and other considerations applicable thereto will be described in the
Prospectus Supplement relating thereto.
The Indenture does not contain any provisions that would limit
the ability of the Company to incur indebtedness or that would afford
holders of Debt Securities protection in the event of a highly
leveraged or similar transaction involving the Company. Reference is
made to the Prospectus Supplement relating to the particular series of
Debt Securities offered thereby for information with respect to any
deletions from, modifications of or additions to the Events of Default
described below or covenants of the Company contained in the
Indenture, including any addition of a covenant or other provision
providing event risk or similar protection.
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REGISTRATION, TRANSFER, PAYMENT AND PAYING AGENT
Unless otherwise indicated in the Prospectus Supplement, each
series of Debt Securities will be issued in registered form only,
without coupons. The Indenture, however, provides that the Company
may also issue Debt Securities in bearer form only, or in both
registered and bearer form. Debt Securities in bearer form shall not
be offered, sold, resold or delivered in connection with their
original issuance in the United States or to any United States person
(as defined below) other than offices located outside the United
States of certain United States financial institutions. As used
herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States, or any estate or
trust, the income of which is subject to United States federal income
taxation regardless of its source, and "United States" means the
United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to
its jurisdiction. Purchasers of Debt Securities in bearer form will
be subject to certification procedures and may be affected by certain
limitations under United States tax laws. Such procedures and
limitations will be described in the Prospectus Supplement relating to
the offering of the Debt Securities in bearer form.
Unless otherwise indicated in the applicable Prospectus
Supplement, registered Debt Securities will be issued in denominations
of $1,000 or any integral multiple thereof and bearer Debt Securities
will be issued in denominations of $5,000. No service charge will be
made for any transfer or exchange of the Debt Securities, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Unless otherwise described in the Prospectus Supplement relating
thereto, the principal, premium, if any, and interest, if any, of or
on the Debt Securities will be payable, and transfer of the Debt
Securities will be registrable, at the corporate trust office of
Chemical Bank, as Paying Agent and Security Registrar under the
Indenture, in The City of New York, New York, provided that payments
of interest may be made at the option of the Company by check mailed
to the address appearing in the Security Register of the person in
whose name such registered Debt Security is registered at the close of
business on the Regular Record Date (Sections 305, 307 and 1002).
Unless otherwise indicated in the applicable Prospectus
Supplement, payment of principal of, premium, if any, and interest, if
any, on Debt Securities in bearer form will be made payable, subject
to any applicable laws and regulations, at such office outside the
United States as specified in the Prospectus Supplement and as the
Company may designate from time to time, at the option of the holder,
by check or by transfer to an account maintained by the payee with a
bank located outside the United States. Unless otherwise indicated in
the applicable Prospectus Supplement, payment of interest and certain
additional amounts on Debt Securities in bearer form will be made only
against surrender of the coupon relating to such Interest Payment
Date. No payment with respect to any Debt Security in bearer form
will be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United
States.
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GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part
in the form of one or more global securities ("Global Debt
Securities") that will be deposited with, or on behalf of, a
depositary (the "Depositary") identified in the Prospectus Supplement
relating to such series. Global Debt Securities may be issued in
either registered or bearer form and in either temporary or permanent
form. Unless and until it is exchanged in whole or in part for
individual certificates evidencing Debt Securities in definitive form
represented thereby, a Global Debt Security may not be transferred
except as a whole by the Depositary for such Global Debt Security to a
nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary
or any such nominee to a successor of such Depositary or a nominee of
such successor.
The specific terms of the depositary arrangement with respect to
a series of Global Debt Securities and certain limitations and
restrictions relating to a series of bearer Global Debt Securities,
will be described in the Prospectus Supplement relating to such
series.
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with
respect to Debt Securities of any series: (a) failure to pay principal
of or any premium on any Debt Security of that series when due; (b)
failure to pay any interest on any Debt Security of that series when
due, continued for 30 days; (c) failure to deposit any sinking fund
payment, when due, in respect of any Debt Security of that series; (d)
breach of any other covenant or warranty of the Company in the
Indenture (other than a covenant or warranty included in the Indenture
solely for the benefit of series of Debt Securities other than that
series), continued for 60 days after written notice as provided in the
Indenture; (e) certain events in bankruptcy, insolvency or
reorganization involving the Company or any Material Subsidiary (as
hereinafter defined); (f) acceleration of indebtedness in a principal
amount in excess of $10,000,000 for money borrowed by the Company or
any Material Subsidiary under the terms of the instrument under which
such indebtedness was issued or secured, if such acceleration is not
annulled within 30 days after written notice as provided in the
Indenture; and (g) any other Event of Default provided with respect to
Debt Securities of that series (Section 501). If an Event of Default
with respect to Debt Securities of any series at the time Outstanding
occurs and is continuing, either the Trustee or the holders of at
least 25% in aggregate principal amount of the Outstanding Debt
Securities of that series may declare the principal amount of all the
Debt Securities of that series to be due and payable immediately. At
any time after a declaration of acceleration with respect to Debt
Securities of any series has been made, but before a judgment or
decree based on acceleration has been obtained, the holders of a
majority in aggregate principal amount of Outstanding Debt Securities
of that series may rescind and annul such acceleration, provided that,
among other things, all Events of Default with respect to such series,
other than payment defaults caused by such acceleration, have been
cured or waived as provided in the Indenture (Section 502).
"Material Subsidiary" means (a) Franklin Advisers, Inc., a
California corporation, (b) Franklin/Templeton Distributors, Inc., a
New York corporation, (c) Franklin/Templeton Investor Services, Inc.,
a California corporation, (d) Templeton, Galbraith & Hansberger, Ltd.,
a Bahamas corporation, (e) Templeton Investment Counsel, Inc., a
Florida corporation, (f) any other Subsidiary
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which owns, directly or indirectly, any of the capital stock of any
corporation listed in (a) through (e) above or any successor entity
and (g) any other Subsidiary with which any corporation listed in (a)
through (e) above or any successor entity is merged or consolidated or
which acquires or succeeds to a significant portion of the business,
properties or assets of any corporation listed in (a) through (e)
above or any successor entity.
ADDITIONAL PROVISIONS
The Indenture provides that, subject to the duty of the Trustee
during default to act with the required standard of care, the Trustee
will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the holders,
unless such holders shall have offered to the Trustee reasonable
indemnity (Section 601). Subject to such provisions for the
indemnification of the Trustee and certain other conditions, the
holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Debt Securities of that series (Section
512).
No holder of any Debt Security of any series will have any right
to institute any proceeding with respect to the Indenture or for any
remedy thereunder, unless: (i) such holder shall have previously
given to the Trustee written notice of a continuing Event of Default
with respect to Debt Securities of that series; (ii) the holders of
not less than 25% in aggregate principal amount of the Outstanding
Debt Securities of that series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee; (iii) the Trustee shall have failed to
institute such proceeding within 60 days after receipt of such written
request; and (iv) the Trustee shall not have received from the holders
of a majority in principal amount of the Outstanding Debt Securities
of that series a direction inconsistent with such request (Section
507). However, the holder of any Debt Security will have an absolute
right to receive payment of the principal of (and premium, if any) and
interest on such Debt Security on or after the due dates expressed in
such Debt Security and to institute suit for the enforcement of any
such payment (Section 508).
The Company is required to furnish to the Trustee annually a
statement as to performance by the Company of certain of its
obligations under the Indenture and as to any default in such
performance. The Company is also required to deliver to the Trustee,
within five days after the occurrence thereof, written notice of any
event which after notice or lapse of time or both would constitute an
Event or Default (Section 1009).
OUTSTANDING DEBT SECURITIES
In determining whether the holders of the requisite principal
amount of Outstanding Debt Securities have given any request, demand,
authorization, direction, notice, consent or waiver under the
Indenture, (i) the portion of the principal amount of an Original
Issue Discount Security that shall be deemed to be Outstanding for
such purposes shall be that portion of the principal amount thereof
that could be declared to be due and payable pursuant to the terms of
such Original Issue Discount Security as of the date of such
determination, (ii) the principal amount of any Indexed Security shall
be the principal face amount of such Indexed Security determined on
the date of its original issuance
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and (iii) any Debt Security owned by the Company or any obligor on
such Debt Security or any Affiliate of the Company or such other
obligor, shall be deemed not to be Outstanding (Section 101).
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the
Company and the Trustee with the consent of the holders of 66 2/3% in
aggregate principal amount of the Outstanding Debt Securities of each
series affected by such modification or amendment: provided, however,
-------- -------
that no such modification or amendment may, without the consent of
the holder of each Outstanding Debt Security affected thereby: (a)
change the stated maturity date of the principal of, or any
installment of principal or interest on, any Debt Security; (b) reduce
the principal amount of, or any premium or interest on, any Debt
Security; (c) reduce the amount of principal of an Original Issue
Discount Security payable upon acceleration of the maturity thereof or
the amount thereof provable in bankruptcy; (d) adversely affect the
right of repayment at the option of any holder; (e) change the place
of payment of, currency of payment of principal of, or any premium or
interest on, any Debt Security; (f) impair the right to institute suit
for the enforcement of any payment on or with respect to any Debt
Security; or (g) reduce the percentage in principal amount of
Outstanding Debt Securities of any series the consent of whose holders
is required for modification or amendment of the Indenture or for
waiver of compliance with certain provisions of the Indenture or for
waiver of certain defaults (Section 902).
The holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of each series may, on behalf of all
holders of Debt Securities of that series, waive, insofar as that
series is concerned, compliance by the Company with certain
restrictive provisions of the Indenture (Section 1008). The holders
of a majority in aggregate principal amount of the Outstanding Debt
Securities of each series may, on behalf of all holders of Debt
Securities of that series, waive any past default under the Indenture
with respect to Debt Securities of that series, except a default in
the payment of principal or any premium or interest, or a default in
respect of a provision which under the Indenture cannot be modified or
amended without the consent of the holder of each affected Outstanding
Debt Security of that series (Section 513).
Modification and amendment of the Indenture may be made by the
Company and the Trustee without the consent of any holder for any of
the following purposes: (i) to evidence the succession of another
corporation to the Company; (ii) to add to the covenants of the
Company for the benefit of the holders of all or any series of Debt
Securities; (iii) to add Events of Default; (iv) to add or change any
provisions of the Indenture to facilitate the issuance of bearer Debt
Securities; (v) to add to, delete from or revise the conditions,
limitations and restrictions on the authorized amount, terms or
purposes of issue, authentication and delivery of Debt Securities;
(vi) to establish the form or terms of Debt Securities of any series
and any related coupons; (vii) to provide for the acceptance of
appointment by a successor Trustee; (viii) to cure any ambiguity,
defect or inconsistency in the Indenture, provided such action does
not adversely affect the interests of holders of Debt Securities of
any series or any related coupons in any material respect; (ix) to
supplement any of the provisions of the Indenture to such extent as
shall be necessary to permit or facilitate the defeasance and
discharge of any series of Debt Securities, provided such action does
not adversely affect the interests of holders of Debt Securities of
such series or any related coupons in any material respect; (x) to
secure the Debt Securities; and (xi) to amend or supplement any
provision contained in the Indenture or in any
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supplemental indenture, provided that such amendment or supplement
does not materially adversely affect the interests of the holders of
any Debt Securities then Outstanding (Section 901).
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may consolidate or merge with or into, or transfer
its assets substantially as an entirety to, any corporation organized
under the laws of any domestic jurisdiction, provided that the
successor corporation assumes the Company's obligations on the Debt
Securities and under the Indenture, that after giving effect to the
transaction no Event of Default, and no event which, after notice or
lapse of time, would become an Event of Default, shall have occurred
and be continuing, and that certain other conditions are met (Section
801).
CONCERNING THE TRUSTEE
The Company and certain of its subsidiaries maintain banking
relationships with the Trustee in the ordinary course of their
businesses.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby:
(i) directly to purchasers; (ii) through agents; (iii) through
underwriters; (iv) through dealers; or (v) through a combination of
any such methods of sale. Such underwriters, agents or dealers may
include, and may include a group of underwriters managed by one or
both of, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Goldman, Sachs & Co. Only underwriters named in the
Prospectus Supplement are deemed to be underwriters in connection with
the Debt Securities offered hereby.
The distribution of the Debt Securities may be effected from time
to time in one or more transactions: (i) at a fixed price or prices,
which may be changed; (ii) at market prices prevailing at the time of
sale; (iii) at prices related to such prevailing market prices; or
(iv) at negotiated prices.
Offers to purchase Debt Securities may be solicited directly by
the Company or by agents designated by the Company from time to time.
Any such agent, which may be deemed to be an underwriter as that term
is defined in the Securities Act, involved in the offer or sale of the
Debt Securities in respect of which this Prospectus is delivered will
be named, and any commissions payable by the Company to such agent
will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting
on a reasonable efforts basis.
If an underwriter or underwriters are utilized in the sale, the
Company will execute an underwriting agreement with such underwriters
at the time of sale to them and the names of the underwriters and the
terms of the transaction will be set forth in the Prospectus
Supplement, which will be used by the underwriters to make resales of
the Debt Securities in respect of which this Prospectus is delivered
to the public.
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<PAGE>
If a dealer is utilized in the sale of the Debt Securities in
respect of which this Prospectus is delivered, the Company will sell
such Debt Securities to the dealer, as principal. The dealer may then
resell such Debt Securities to the public at varying prices to be
determined by such dealer at the time of resale.
Certain of the underwriters, dealers or agents may be customers
of, engage in transactions with, and perform services for, the Company
or one or more of its affiliates in the ordinary course of business.
Underwriters, dealers, agents and other persons may be entitled, under
agreements which may be entered into with the Company, to
indemnification against certain civil liabilities, including
liabilities under the Securities Act.
If so indicated in the Prospectus Supplement, the Company will
authorize agents and underwriters to solicit offers by certain
institutions to purchase Debt Securities from the Company at the
public offering price set forth in the Prospectus Supplement pursuant
to Delayed Delivery Contracts ("Contracts") providing for payment and
delivery on the date stated in the Prospectus Supplement. Each
Contract will be for an amount not less than, and, unless the Company
otherwise agrees, the aggregate principal amount of Debt Securities
sold pursuant to Contracts shall be not less nor more than, the
respective amounts stated in the Prospectus Supplement. Institutions
with whom Contracts, when authorized, may be made include commercial
and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other
institutions, but shall in all cases be subject to the approval of the
Company. Contracts will not be subject to any conditions except that
the purchase by an institution of the Debt Securities covered by its
Contract shall not at the time of delivery be prohibited under the
laws of any jurisdiction in the United States to which such
institution is subject. A commission indicated in the Prospectus
Supplement will be paid to underwriters and agents soliciting
purchases of Debt Securities pursuant to Contracts accepted by the
Company.
LEGAL OPINIONS
The legality of the Debt Securities offered hereby will be passed
upon for the Company by Weil, Gotshal & Manges (a partnership
including professional corporations), New York, New York and for the
underwriters or agents by Brown & Wood, New York, New York.
EXPERTS
The audited consolidated financial statements and schedules of
the Company as of September 30, 1992 and 1993 and for each of the
three years in the period ended September 30, 1993, have been
incorporated herein by reference in reliance on the report of Coopers
& Lybrand, independent accountants, given the authority of that firm
as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
-------------------------------------------
The following table sets forth the expenses in connection with
this Registration Statement. All such expenses are estimates, other
than the filing fee payable to the Securities and Exchange Commission.
Item Amount
---- ------
SEC registration fee $103,449
Trustee's fees and expenses $ 10,000
Printing and engraving expenses $ 25,000
Legal fees and expenses $100,000
Accounting fees and expenses $ 5,000
Rating agencies' fees $120,000
Blue Sky fees and expenses $ 15,000
Miscellaneous $ 21,551
--------
Total $400,000
========
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 145 of the Delaware General Corporation Law (the "DGCL")
is applicable to the officers, directors, employees and agents of the
Company ("Covered Persons") and provides certain specific statutory
rights and limitations on indemnification to persons involved as
plaintiff or defendant in actual or threatened litigation or an
investigation by reason of the status of such person as an officer,
director, employee or agent of a corporation. Indemnification of
Covered Persons for judgments or amounts paid in settlement in civil
cases, including attorneys' fees and other expenses is permitted,
provided such action or civil case is not brought by or in the right
of the corporation. In such instance, a Covered Person seeking
indemnification must have acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of
the corporation in respect of the claim; or, in addition, in the case
where a Covered Person is seeking indemnification for fines and costs
in a criminal action, such Covered Person did not have reasonable
cause to believe his conduct was unlawful.
Indemnification of a Covered Person for expenses, including
attorneys' fees, in connection with actions brought by or in the right
of the corporation is also permitted but only where such Covered
Person shall not have been adjudged to be liable to the Company unless
a court determines that despite such finding of liability,
indemnification for such expenses is proper in view of all the
circumstances of the matter.
The DGCL requires that a corporation indemnify a Covered Person
to the extent such Covered Person has been successful on the merits in
connection with any action described therein,
II-
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provides procedures for determining the merits of indemnification by
the corporation and permits an unsecured advance of expenses prior to
such determination upon a repayment undertaking by the Covered Person
if such person is not entitled to be so indemnified.
The above provisions are non-exclusive and indemnification is
also permitted by law, agreement, vote of stockholders or
disinterested directors or otherwise. In addition, the DGCL permits
the procurement of officers and directors liability insurance by a
corporation to insure against various liabilities even if
indemnification of such liability may not otherwise be permitted.
In addition to the above described provisions, the Company's
certificate of incorporation eliminates liability for breach of
fiduciary duty, except: (i) for a breach of the duty of loyalty, (ii)
for failure to act in good faith, (iii) for intentional misconduct or
knowing violation of law, (iv) for violations of Section 174 of the
DGCL or (v) for any transaction from which the director derived an
improper personal benefit. Section 174 of the DGCL provides that
directors shall, under certain circumstances, be jointly and severally
liable for willful or negligent violations of Sections 160 and 173 of
the DGCL. Section 160 of the DGCL imposes certain requirements with
respect to stock repurchases and redemptions, and Section 174 imposes
certain requirements with respect to dividends.
The Company's by-laws also provide that directors and certain
other personnel of the Company shall be indemnified against expenses
and certain other liabilities arising out of legal actions brought or
threatened against them for their conduct on behalf of the Company
provided that each such person acted in good faith and in a manner he
reasonably believed was in the Company's best interests.
Indemnification by the Company under the by-laws is available in a
criminal action only if such person had no reasonable cause to believe
that his conduct was unlawful. Detailed procedures are set forth in
the by-laws for the implementation of any such indemnification.
The Company has also entered into indemnification agreements (the
"Indemnification Agreements") with its directors, some of whom are
also executive officers (the "Indemnified Persons") which provide for
the prompt indemnification "to the fullest extent permitted by law,"
and the prompt advancing, of attorneys' fees and all other costs,
expenses and obligations (collectively, "Expenses") paid or incurred
by the Indemnified Person in connection with the investigation,
defending, being a witness or otherwise participating in any
threatened, pending or completed action, suit or proceeding, or any
inquiry or investigation that the Indemnified Person in good faith
believes might lead to the institution of any such action, suit or
proceeding (any of the foregoing, a "Claim") related to the fact that
the Indemnified Person is or was a director, officer, employee, agent
or fiduciary of the Company or is or was serving at the request of the
Company as a director, officer, employee, trustee, agent or fiduciary
of another corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise, or by reason of anything done or not
done by a director in any such capacity. However, the Indemnification
Agreements prohibit such indemnification (i) in connection with any
Claim initiated by the Indemnified Person against the Company or any
director or officer of the Company when the Company has joined in or
consented to such Claim, or (ii) if the Board of Directors or other
person or body appointed by the Board of Directors (the "Reviewing
Party") determines that such indemnification is not permitted under
applicable law (and, in the event of such determination, requires the
Indemnified Person to reimburse the Company for all amounts
theretofore paid in respect of such indemnification).
II-
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The Indemnification Agreements also provide: (i) that the
Indemnified Person is entitled to indemnification for Expenses to the
extent he is successful in defending any Claim, whether on the merits
or otherwise, and to partial indemnification if he is entitled to
indemnification for some, but not all, of such Expenses, (ii) a
mechanism through which the Indemnified Person may seek court relief
if the Reviewing Party determines that the Indemnified Person would
not be permitted to be indemnified under applicable law (and therefore
is not entitled to indemnification under the Indemnification
Agreements), (iii) that the Indemnified Person is entitled to
indemnification against all Expenses incurred in seeking to collect an
indemnity claim from the Company or in seeking to recover under a
directors' and officers' liability insurance policy and (iv) that the
Company has the burden of proving that the Indemnified Person is not
entitled to indemnification in any particular case and that the
termination of any Claim by judgment, order, settlement or conviction
shall not create a presumption that the indemnification is not
permitted by applicable law.
The Indemnification Agreements provide that in the event of a
change in control of the Company, the Company will seek legal advice
from special, independent counsel selected by the Indemnified Person
and approved by the Company with respect to matters thereafter arising
concerning rights of the Indemnified Person under the Indemnification
Agreements. Additionally, such agreements provide that in the event
of a potential change in control, the Company will, upon written
request of the Indemnified Person, create and fund a trust to satisfy
expenses incurred in connection with a claim relating to an
indemnifiable event. The Company is not currently, nor does it expect
to be, subject to a change in control.
The rights of the Indemnified Persons under the Indemnification
Agreements will not be exclusive of any rights they may have under the
DGCL, directors' and officers' liability insurance, the Company's by-
laws, or otherwise; however, the Indemnification Agreements will not
permit double payment. The Indemnification Agreements, while not
requiring that the Company maintain directors' and officers' liability
insurance, do require that the Indemnified Person be provided with
full coverage under any policy or policies actually obtained.
Additionally, the Indemnification Agreements provide that if the
Company pays an Indemnified Person pursuant to the Indemnification
Agreements, the Company will be subrogated to the Indemnified Person's
rights to recover from their parties.
To the extent that the Board of Directors or the stockholders of
the Company may in the future wish to limit or repeal the ability of
the Company to indemnify directors or other persons, such repeal or
limitation will not affect the indemnification of the Indemnified
Persons under the Indemnification Agreements referred to above, since
their rights to full protection are contractually assured by the
Indemnification Agreements.
The Company has purchased an insurance policy indemnifying its
officers and directors and the officers and directors of its
subsidiaries against claims and liabilities (with stated exceptions)
to which they may become subject by reason of their positions with the
Company as directors and officers.
The Company has been advised that the Commission has taken the
position that, insofar as indemnification by a registrant for
liabilities arising under the Securities Act may be provided for
directors, officers and controlling persons of the Company pursuant to
the foregoing agreements or
II-
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provisions, such indemnification is against public policy as expressed
in the Securities Act and, therefore, is unenforceable. If a claim
for indemnification for any liability arising under the Securities Act
is asserted against the Company by a director, officer or controlling
person, the Company, unless in the opinion of counsel for the Company
the question has theretofore been decided by controlling precedent
will, before making such indemnification, submit to a court of
competent jurisdiction the question whether such indemnification by it
is unenforceable as being against public policy as expressed in the
Securities Act, and will be governed by the final adjudication of such
issue.
Item 16. EXHIBITS
--------
1 Form of Distribution Agreement*
4 Form of Indenture between the Company and Chemical Bank*
4.1 Form of Fixed Rate Note
4.2 Form of Floating Rate Note
5 Opinion of Weil, Gotshal & Manges*
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Coopers & Lybrand
23.2 Consent of Weil, Gotshal & Manges (included in Exhibit 5)*
24 Power of Attorney (included as part of the signature page hereof)*
25 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of Chemical Bank (separately bound)*
________________________
* Previously filed.
Item 17. UNDERTAKINGS
------------
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act");
(ii) to reflect in the Prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in this
Registration Statement;
II-
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<PAGE>
(iii) to include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs
-------- -------
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") that are incorporated by
reference in this Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the Securities offered therein, and the offering of such
Securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the Securities being registered hereby
which remain unsold at the termination of the offering.
(d) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934,
as amended, that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions referred to in Item 15 of this Registration Statement,
or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered hereby, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final
adjudication of such issue.
(f) That, for purposes of determining any liability under
the Securities Act, the information omitted from the form of
prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared
effective.
II-
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<PAGE>
(g) That, for the purpose of determining any liability
under the Securities Act, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Mateo,
State of California, on the 17th day of May, 1994.
FRANKLIN RESOURCES, INC.
By: /s/ Leslie M. Kratter
----------------------------
Leslie M. Kratter
Vice President and Assistant
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the
17th day of May, 1994 in the capacities indicated.
Signature Title
--------- -----
* Chairman, President and Chief
--------------------------- Executive Officer,
Charles B. Johnson Principal Executive Officer and
Director
* Executive Vice President, Legal and
--------------------------- Administrative, Secretary and
Harmon E. Burns Director
* Senior Vice President, Principal
--------------------------- Financial
Martin L. Flanagan Officer and Principal Accounting
Officer
* Director
---------------------------
Rupert H. Johnson, Jr.
* Director
---------------------------
Judson R. Grosvenor
Director
---------------------------
Charles E. Johnson
* Director
---------------------------
Harry O. Kline
II-
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<PAGE>
Signature Title
--------- -----
* Director
---------------------------
Louis E. Woodworth
* Director
---------------------------
F. Warren Hellman
* Director
---------------------------
Peter M. Sacerdote
* By: /s/ Leslie M. Kratter
----------------------------------
Leslie M. Kratter
Attorney-in-Fact
II-
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INDEX TO EXHIBITS
Exhibit No. Page
----------- ----
1 Form of Distribution Agreement*
4 Form of Indenture between the Company and Chemical Bank*
4.1 Form of Fixed Rate Note
4.2 Form of Floating Rate Note
5 Opinion of Weil, Gotshal & Manges*
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Coopers & Lybrand
23.2 Consent of Weil, Gotshal & Manges (included in Exhibit 5)*
24 Power of Attorney (included as part of the signature page hereof)*
25 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of Chemical Bank (separately bound)*
________________________
* Previously filed.
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[FORM OF FIXED RATE GLOBAL MEDIUM-TERM NOTE]
If the registered owner of this Note (as indicated below) is
The Depository Trust Company (the "Depositary") or a nominee of
the Depositary, this Note is a Global Security and the following
legends apply:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Issuer or its agent for registration
of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
------------------- -----------------
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE
--------------------------
METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF
APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES.
REGISTERED PRINCIPAL AMOUNT
No. FX CUSIP No. $
--------- --------------- ---------------
FRANKLIN RESOURCES, INC.
MEDIUM-TERM NOTE
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED
MATURITY:
INTEREST PAYMENT DATES
<PAGE>
<PAGE>
(IF OTHER THAN APRIL 15
AND OCTOBER 15):
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE
REDUCTION:
OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION
[ ] 30/360 FOR THE PERIOD FROM
TO .
[ ] ACTUAL/360 FOR THE PERIOD FROM
TO .
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM
TO .
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT:
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
2
<PAGE>
<PAGE>
FRANKLIN RESOURCES, INC., a Delaware corporation ("Issuer"
or the "Company," which terms include any successor corporation
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to ,
or registered assigns, the principal sum of
DOLLARS at the Stated Maturity specified above (except to the
extent redeemed or repaid prior to Stated Maturity), and to pay
interest thereon at the Interest Rate per annum specified above,
until the principal hereof is paid or duly made available for
payment. Reference herein to "this Note", "hereof", "herein" and
comparable terms shall include an Addendum hereto if an Addendum
is specified above.
The Company will pay interest on each Interest Payment Date
specified above, commencing on the first Interest Payment Date
next succeeding the Original Issue Date specified above, and at
Stated Maturity or on any Redemption Date or Optional Repayment
Date (as defined below) (the date of each such Stated Maturity,
Redemption Date and Optional Repayment Date and the date on which
principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture, being
referred to hereinafter as a "Maturity" with respect to principal
payable on such date); provided, however, that if the Original
-------- --------
Issue Date falls between a Regular Record Date (as defined below)
and the next succeeding Interest Payment Date, interest payments
will commence on the Interest Payment Date immediately following
the next succeeding Regular Record Date to the registered Holder
on such next succeeding Regular Record Date. Except as provided
above, interest payments will be made on the Interest Payment
Dates shown above. Unless otherwise specified above, the
"Regular Record Date" with respect to any Interest Payment Date
shall be the date 15 calendar days (whether or not a Business
Day) immediately preceding such Interest Payment Date. Interest
on this Note will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided
for, from and including the Original Issue Date specified above,
to but excluding such Interest Payment Date or Maturity, as the
case may be. If the Maturity or an Interest Payment Date for
this Note falls on a day which is not a Business Day, the related
payment of principal, premium, if any, or interest will be made
on the next succeeding Business Day with the same force and
effect as if made on such Maturity or Interest Payment Date, as
the case may be, and no interest shall accrue on the amount so
3
<PAGE>
<PAGE>
payable for the period from and after such Maturity or Interest
Payment Date, as the case may be. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date
for such Interest Payment Date. Any such interest which is
payable, but not punctually paid or duly provided for on any
Interest Payment Date (herein called "Defaulted Interest"), shall
forthwith cease to be payable to the registered Holder on such
Regular Record Date, and may either be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Note
not less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner, all as more fully
provided in the Indenture. Interest payable at Maturity will be
payable to the Person to whom the principal hereof shall be
payable.
Notwithstanding anything else contained herein, if this Note
is a Global Security as specified on the face hereof and is held
in book-entry form through the facilities of the Depositary,
payments on this Note will be made to the Depositary or its
nominee in accordance with the arrangements then in effect
between the Trustee and the Depositary.
Payment of the principal of, premium, if any, and interest
on this Note at Maturity will be made in immediately available
funds upon presentation of this Note at the Office or Agency of
the Company maintained by the Company for such purpose, in such
coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private
debts. Payment of interest on this Note (other than at Maturity)
will be made at the Office or Agency of the Company maintained by
the Company for such purpose or, at the option of the Company,
may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register at
the close of business on the Regular Record Date immediately
preceding the applicable Interest Payment Date. Notwithstanding
the foregoing, a Holder of $10,000,000 or more in aggregate
principal amount of the Notes (whether having identical or
different terms and provisions) will be entitled to receive
interest payments by wire transfer of immediately available funds
if appropriate wire transfer instructions have been received in
writing by the Trustee at least 16 days prior to the applicable
Interest Payment Date. Such wire instructions, upon receipt by
the Trustee, shall remain in effect until revoked by such Holder.
4
<PAGE>
<PAGE>
Unless the certificate of authentication hereon has been
executed by or on behalf of Chemical Bank, the Trustee for this
Note under the Indenture, or its successor thereunder, by the
manual signature of one of its authorized officers, this Note
shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
This Note is one of a duly authorized series of Securities
(hereinafter called the "Securities") of the Company, which
series of the Securities is limited to an aggregate principal
amount of not more than $300,000,000 (or the equivalent thereof,
determined as of the respective dates of issuance, in any other
currency or currencies), designated as its Medium-Term Notes (the
"Notes"). The Notes are issued and to be issued under an
Indenture dated as of May, __, 1994 (herein called the
"Indenture") between the Company and Chemical Bank to which
Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the
Trustee (as defined below) and the Holders of the Notes and the
terms upon which the Notes are to be authenticated and delivered.
Chemical Bank shall act as Trustee with respect to the Notes
(herein called the "Trustee", which term includes any successor
Trustee with respect to the Notes, under the Indenture). The
terms of individual Notes may vary with respect to interest rates
or interest rate formulas, issue dates, maturity, redemption,
repayment, currency of payment and otherwise.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples of
$1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes
denominated as authorized, as requested by the Holder
surrendering the same.
Except as otherwise provided in the Indenture and as set
forth below, the Notes will be issued in global form only,
registered in the name of the Depositary or its nominee and
ownership of the Notes shall be maintained in book-entry form by
the Depositary for the accounts of participating organizations of
the Depositary. If this Note is a Global Security, this Note is
exchangeable only if (a) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for this
Global Security and a successor depositary is not appointed by
the Company within 60 days or if at any time the Depositary
ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (b) the Company in its sole
discretion determines that this Global Security shall be
exchangeable for definitive Securities of this series in
5
<PAGE>
<PAGE>
registered from or (c) an Event of Default with respect to the
Notes represented hereby has occurred and is continuing.
This Note is not subject to any sinking fund and, unless
otherwise provided above in accordance with the provisions of the
following paragraphs, is not redeemable or repayable prior to
Stated Maturity.
If so provided above, this Note may be redeemed by the
Company on any date on and after the Initial Redemption Date, if
any, specified above. If no Initial Redemption Date is set forth
above, this Note may not be redeemed prior to Stated Maturity.
On and after the Initial Redemption Date, if any, this Note may
be redeemed at any time in whole or from time to time in part in
increments of $1,000 (provided that any remaining principal
hereof shall be at least $1,000 at the option of the Company at
the applicable Redemption Price (as defined below), together with
accrued interest, if any, hereon at the applicable rate payable
to the date of redemption (each such date, a "Redemption Date"),
on written notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the
surrender hereof.
Unless otherwise specified above, the "Redemption Price"
shall initially be the Initial Redemption Percentage, specified
above, of the principal amount of this Note to be redeemed and,
if greater than 100%, shall decline at each anniversary of the
Initial Redemption Date, shown above, by the Annual Redemption
Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such
principal amount.
This Note may be subject to repayment in whole or in part at
the option of the Holder on the Optional Repayment Date(s), if
any, indicated above. If no Optional Repayment Date(s) are set
forth above, this Note is not subject to repayment at the option
of the Holder hereof prior to Stated Maturity. On any Optional
Repayment Date, this Note shall be repayable in whole or in part
in increments of $1,000 (provided that any remaining principal
hereof shall be at least $1,000) at the option of the Holder
hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with accrued interest, if any, hereon at
the applicable rate payable to the relevant Optional Repayment
Date. For this Note to be repaid in whole or in part at the
option of the Holder hereof, this Note must be received, with the
form entitled "Option to Elect Repayment" below duly completed,
by the Trustee at its Corporate Trust Office, or such address
6
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<PAGE>
which the Company shall from time to time notify the Holders of
the Notes, not more than 60 nor less than 30 days prior to the
relevant Optional Repayment Date. Exercise of such repayment
option by the Holder hereof shall be irrevocable. In the event
of repayment of this Note in part only, a new Note for the
unrepaid portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
Interest payments on this Note shall include interest
accrued from and including the Original Issue Date indicated
above, or the most recent date to which interest has been paid or
duly provided for, to but excluding the related Interest Payment
Date or Maturity, as the case may be. Interest payments for this
Note shall be computed and paid on the basis of a 360-day year of
twelve 30-day months if the Day Count Convention specified above
is "30/360" for the period specified thereunder, on the basis of
the actual number of days in the related month and a 360-day year
if the Day Count Convention specified above is "Actual/360" for
the period specified thereunder or on the basis of the actual
number of days in the related year and month if the Day Count
Convention specified above is "Actual/Actual" for the period
specified thereunder.
As used herein, "Business Day" means, unless otherwise
specified above, any day other than a Saturday or a Sunday, that
is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or executive order
to close in The City of New York.
Any provision contained herein with respect to the
calculation of the rate of interest applicable to this Note, its
Interest Payment Dates or any other matter relating hereto may be
modified as specified in an Addendum relating hereto if so
specified above.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Note upon compliance with
certain conditions set forth in the Indenture.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected thereby
at any time by the Company and the Trustee with the consent of
the Holders of 66 2/3% in aggregate principal amount of the
7
<PAGE>
<PAGE>
Outstanding Securities of each series affected thereby. The
Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of
the Holders of all the Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made
upon this Note.
As provided in and subject to the provisions of the
Indenture, the Holder of this Note shall not have the right to
institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy
thereunder, unless: (i) such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with
respect to the Notes; (ii) the Holders of not less than 25% in
principal amount of the Notes at the time Outstanding shall have
made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity; (iii) the Trustee shall not have
received from the Holders of a majority in principal amount of
the Notes at the time Outstanding a direction inconsistent with
such request; and (iv) the Trustee shall have failed to institute
any such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Note
at the time, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office
or agency of the Company in The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or by its attorney duly authorized
8
<PAGE>
<PAGE>
in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
No recourse for the payment of the principal of or interest
on this Note, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any
indenture supplemental thereto, or in any Note, or because of the
creation of any indebtedness represented thereby, shall be had
against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
9
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed, manually or in facsimile, and an imprint or
facsimile of its corporate seal to be imprinted hereon.
[SEAL] FRANKLIN RESOURCES, INC.
By:
---------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of
the series designated herein
referred to in the within-mentioned
Indenture.
Chemical Bank
as Trustee
By: Dated:
------------------------ --------------
Authorized Officer
10
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<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below)
pursuant to its terms at a price equal to the principal amount
hereof together with interest to the repayment date, to the
undersigned, at
-----------------------------------
----------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which
the Company shall from time to time notify the Holder of this
Note, not more than 60 nor less than 30 days prior to an Optional
Repayment Date, if any, shown above, this Note with this "Option
to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be increments
of $1,000 provided that any remaining principal hereof shall be
at least $1,000 which the Holder elects to have repaid and
specify the denomination or denominations (which shall be at
least $1,000 or an integral multiple of $1,000 in excess thereof)
of the Notes to be issued to the Holder for the portion of this
Note not being repaid (in the absence of any such specification,
one such Note will be issued for the portion not being repaid).
$
--------------------------- ------------------------------
NOTICE: The signature on this
Date Option to Elect Repayment must
----------------------
correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
11
<PAGE>
<PAGE>
ASSIGNMENT/TRANSFER FORM
-------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
----------------------------
-----------------------------------------------------------------
----------------------------------------------------------------
(Please print or typewrite name and address including postal zip
code of assignee)
-----------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
------------------------------------
attorney to transfer said Note
---------------------------------
on the books of the Company with full power of substitution in
the premises.
Dated:
---------- ------------------------------------------
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written upon the
face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.
12
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations.
TEN COM--as tenants in common
UNIFGIFT MIN ACT--...........Custodian...........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
13
<PAGE>
[FORM OF FLOATING RATE GLOBAL MEDIUM-TERM NOTE]
If the registered owner of this Note (as indicated below) is
The Depository Trust Company (the "Depositary") or a nominee of
the Depositary, this Security is a Global Note and the following
legends apply:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Issuer or its agent for registration
of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" and
------------------- -----------------
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE
--------------------------
METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF
APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES.
REGISTERED CUSIP No. PRINCIPAL AMOUNT
--------------
No. FLR $
--- ---------------
FRANKLIN RESOURCES, INC.
MEDIUM-TERM NOTE
(Floating Rate)
INTEREST RATE BASIS ORIGINAL ISSUE
DATE: STATED MATURITY:
OR BASES:
IF LIBOR:
[ ] LIBOR Reuters
[ ] LIBOR Telerate
INDEX CURRENCY:
<PAGE>
<PAGE>
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT
PERIOD:
SPREAD (PLUS OR INITIAL INTEREST RESET DATE: INTEREST PAYMENT
DATES:
MINUS):
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET
DATES:
MAXIMUM INTEREST MINIMUM INTEREST RATE: INITIAL REDEMPTION
DATE:
RATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
CALCULATION AGENT:
INTEREST CALCULATION: DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate from to
.
Fixed Rate Commencement Date: [ ] Actual/360 for the period
Fixed Interest Rate: from to
.
<PAGE>
<PAGE>
[ ] Inverse Floating Rate Note [ ] Actual/Actual for the
period
Fixed Interest Rate: from to
.
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
3
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FRANKLIN RESOURCES, INC., a Delaware corporation ("Issuer"
or the "Company," which terms include any successor corporation
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to ,
or registered assigns, the principal sum of
DOLLARS at the Stated Maturity specified above (except to the
extent redeemed or repaid prior to Stated Maturity), and to pay
interest thereon, at a rate per annum equal to the Initial
Interest Rate specified above until the Initial Interest Reset
Date specified above and thereafter at a rate per annum
determined in accordance with the provisions hereof and any
Addendum relating hereto depending upon the Interest Rate Basis
or Bases, if any, and such other terms specified above, until the
principal hereof is paid or duly made available for payment.
Reference herein to "this Note", "hereof", "herein" and
comparable terms shall include an Addendum hereto if an Addendum
is specified above.
The Company will pay interest monthly, quarterly,
semi-annually, annually or such other period as specified above
under "Interest Payment Period", on each Interest Payment Date
specified above, commencing on the first Interest Payment Date
specified above next succeeding the Original Issue Date specified
above, and at Stated Maturity or on any Redemption Date or
Optional Repayment Date (as defined below) (the date of each such
Stated Maturity, Redemption Date and Optional Repayment Date and
the date on which principal or an installment of principal is due
and payable by declaration of acceleration pursuant to the
Indenture, being referred to hereinafter as a "Maturity" with
respect to principal payable on such date); provided, however,
-------- -------
that if the Original Issue Date falls between a Regular Record
Date (as defined below) and the next succeeding Interest Payment
Date, interest payments will commence on the Interest Payment
Date immediately following the next succeeding Regular Record
Date to the registered Holder on such next succeeding Regular
Record Date; and provided further, that if an Interest Payment
-------- -------
Date (other than an Interest Payment Date at Maturity) would
otherwise fall on a day that is not a Business Day (as defined
below), such Interest Payment Date shall be postponed to the next
succeeding day that is a Business Day, except that if an
Interest Rate Basis is LIBOR, as indicated above, and such next
Business Day falls in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding day that
is a Business Day. Except as provided above, interest payments
will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" with respect
to any Interest Payment Date shall be the date 15 calendar days
(whether or not a Business Day) immediately preceding such
Interest Payment Date. If the Maturity of this Note falls on a
day which is not a Business Day, the payment of principal,
4
<PAGE>
<PAGE>
premium, if any, and interest due at Maturity will be made on the
next succeeding Business Day with the same force and effect as if
made on such Maturity and no interest shall accrue on the amount
so payable for the period from and after such Maturity. The
interest so payable and punctually paid or duly provided for on
any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such Interest Payment Date. Any such
interest which is payable, but not punctually paid or duly
provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may either be
paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to the
Holder of this Note not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful
manner, all as more fully provided in the Indenture. Interest
payable at Maturity will be payable to the Person to whom the
principal hereof shall be payable.
Notwithstanding anything else contained herein, if this Note
is a Global Security as specified on the face hereof and is held
in book-entry form through the facilities of the Depositary,
payments on this Note will be made to the Depositary or its
nominee in accordance with the arrangements then in effect
between the Trustee and the Depositary.
Payment of the principal of, premium, if any, and interest
on this Note at Maturity will be made in immediately available
funds upon presentation of this Note at the Office or Agency of
the Company maintained by the Company for such purpose, in such
coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private
debts. Payment of interest on this Note (other than at Maturity)
will be made at the Office or Agency of the Company maintained by
the Company for such purpose or, at the option of the Company,
may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register at
the close of business on the Regular Record Date immediately
preceding the applicable Interest Payment Date. Notwithstanding
the foregoing, a Holder of $10,000,000 or more in aggregate
principal amount of the Notes (whether having identical or
different terms and provisions) will be entitled to receive
interest payments by wire transfer of immediately available funds
if appropriate wire transfer instructions have been received in
writing by the Trustee at least 16 days prior to the applicable
Interest Payment Date. Such wire instructions, upon receipt by
the Trustee, shall remain in effect until revoked by such Holder.
5
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<PAGE>
Unless the certificate of authentication hereon has been
executed by or on behalf of Chemical Bank, the Trustee with
respect to the Notes under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized
officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of Securities
(hereinafter called the "Securities") of the Company, which
series of the Securities is limited to an aggregate principal
amount of not more than $300,000,000, (or the equivalent thereof,
determined as of the respective dates of issuance, in any other
currency or currencies), designated as its Medium-Term Notes (the
"Notes"). The Notes are issued and to be issued under an
Indenture dated as of May, __, 1994 (herein called the
"Indenture") between the Company and Chemical Bank, to which
Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the
Trustee (as defined below) and the Holders of the Notes and the
terms upon which the Notes are to be authenticated and delivered.
Chemical Bank shall act as Trustee with respect to the Notes
(herein called the "Trustee", which term includes any successor
Trustee with respect to the Notes under the Indenture). The
terms of individual Notes may vary with respect to interest rates
or interest rate formulas, issue dates, maturity, redemption,
repayment, currency of payment and otherwise.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples of
$1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes
denominated as authorized, as requested by the Holder
surrendering the same.
Except as otherwise provided in the Indenture and as set
forth below, the Notes will be issued in global form only,
registered in the name of the Depositary or its nominee and
ownership of the Notes shall be maintained in book-entry form by
the Depositary for the accounts of participating organizations of
the Depositary. If this Note is a Global Security, this Note is
exchangeable only if (a) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for this
Global Security and a successor depositary is not appointed by
the Company within 60 days or if at any time the Depositary
ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (b) the Company in its sole
discretion determines that this Global Security shall be
exchangeable for definitive Securities of this series in
registered from or (c) an Event of Default with respect to the
Notes represented hereby has occurred and is continuing.
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This Note is not subject to any sinking fund and, unless
otherwise provided above in accordance with the provisions of the
following paragraphs, is not redeemable or repayable prior to
Stated Maturity.
If so provided above, this Note may be redeemed by the
Company on any date on and after the Initial Redemption Date, if
any, specified above. If no Initial Redemption Date is set forth
above, this Note may not be redeemed prior to Stated Maturity.
On and after the Initial Redemption Date, if any, this Note may
be redeemed at any time in whole or from time to time in part in
increments of $1,000 (provided that any remaining principal
hereof shall be at least $1,000 at the option of the Company at
the applicable Redemption Price (as defined below) together with
accrued interest, if any, hereon at the applicable rate payable
to the date of redemption (each such date, a "Redemption Date"),
on written notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of
this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.
Unless otherwise specified above, the "Redemption Price"
shall initially be the Initial Redemption Percentage, specified
above, of the principal amount of this Note to be redeemed and,
if greater than 100%, shall decline at each anniversary of the
Initial Redemption Date, shown above, by the Annual Redemption
Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such
principal amount.
This Note may be subject to repayment at the option of the
Holder on the Optional Repayment Date(s), if any, indicated
above. If no Optional Repayment Date(s) are set forth above,
this Note is not subject to repayment at the option of the Holder
hereof prior to the Stated Maturity Date. On any Optional
Repayment Date, this Note shall be repayable in whole or in part
in increments of $1,000 (provided that any remaining principal
hereof shall be at least $1,000) at the option of the Holder
hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with accrued interest, if any, hereon at
the applicable rate payable to the relevant Optional Repayment
Date. For this Note to be repaid in whole or in part at the
option of the Holder hereof, this Note must be received, with the
form entitled "Option to Elect Repayment" below duly completed,
by the Trustee at its Corporate Trust Office, or such address
which the Company shall from time to time notify the Holders of
the Notes, not more than 60 nor less than 30 days prior to the
relevant Optional Repayment Date. Exercise of such repayment
option by the Holder hereof shall be irrevocable. In the event
of repayment of this Note in part only, a new Note for the
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<PAGE>
unrepaid portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
The interest rate borne by this Note shall be determined as
follows:
1. If this Note is designated as a Regular Floating
Rate Note above or if no designation is made for Interest
Calculation above, then, except as described below or in an
Addendum hereto, this Note shall bear interest at the rate
determined by reference to the applicable Interest Rate
Basis or Bases shown above (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the
manner described above. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note is
payable shall be reset as of each Interest Reset Date
specified above; provided, however, that (i) the interest
-------- -------
rate in effect for the period from the Original Issue Date
to the Initial Interest Reset Date will be the Initial
Interest Rate, and (ii) unless otherwise specified above,
the interest rate in effect hereon for the 10 calendar days
immediately prior to Maturity shall be that in effect on the
tenth calendar day preceding such Maturity.
2. If this Note is designated as a Floating
Rate/Fixed Rate Note above, then, except as described below
or in an Addendum hereto, this Note shall bear interest at
the rate determined by reference to the applicable Interest
Rate Basis or Bases shown above (i) plus or minus the
applicable Spread, if any, and/or (ii) multiplied by the
applicable Spread Multiplier, if any, specified and applied
in the manner described above. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note
is payable shall be reset as of each Interest Reset Date
specified above; provided, however, that (i) the interest
-------- -------
rate in effect for the period from the Original Issue Date
to the Initial Interest Reset Date shall be the Initial
Interest Rate; (ii) unless otherwise specified above, the
interest rate in effect hereon for the 10 calendar days
immediately prior to the Fixed Rate Commencement Date shall
be that in effect on the tenth calendar day preceding the
Fixed Rate Commencement Date; and (iii) the interest rate in
effect commencing on, and including, the Fixed Rate
Commencement Date to the Maturity shall be the Fixed
Interest Rate, if such a rate is specified above, or if no
such Fixed Interest Rate is so specified, the interest rate
in effect hereon on the Business Day immediately preceding
the Fixed Rate Commencement Date.
3. If this Note is designated as an Inverse Floating
Rate Note above, then, except as described below or in an
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Addendum hereto, this Note shall bear interest equal to the
Fixed Interest Rate indicated above minus the rate
determined by reference to the applicable Interest Rate
Basis or Bases shown above (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the
manner described above; provided, however, that, unless
-------- -------
otherwise specified above, the interest rate hereon will not
be less than zero percent. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note
is payable shall be reset as of each Interest Rate Reset
Date specified above; provided, however, that (i) the
-------- -------
interest rate in effect for the period from the Original
Issue Date to the Initial Interest Reset Date shall be the
Initial Interest Rate, and (ii) unless otherwise specified
above, the interest rate in effect hereon for the 10
calendar days immediately prior to Maturity shall be that in
effect on the tenth calendar day preceding such Maturity.
Notwithstanding the foregoing, if this Note is designated
above as having an Addendum attached, this Note shall bear
interest in accordance with the terms described in such Addendum.
Except as provided above, the interest rate in effect on
each day shall be (a) if such day is an Interest Reset Date, the
interest rate determined as of the Interest Determination Date
(as defined below) immediately preceding such Interest Reset Date
or (b) if such day is not an Interest Reset Date, the interest
rate determined as of the Interest Determination Date immediately
preceding the next preceding Interest Reset Date. Each Interest
Rate Basis shall be the rate determined in accordance with the
applicable provision below. If any Interest Reset Date (which
term includes the term Initial Interest Reset Date unless the
context otherwise requires) would otherwise be a day that is not
a Business Day, such Interest Reset Date shall be postponed to
the next succeeding day that is a Business Day, except that if an
Interest Rate Basis specified above is LIBOR and such next
Business Day falls in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business
Day.
Unless otherwise specified above, interest payable on this
Note on any Interest Payment Date shall be the amount of interest
accrued from and including the next preceding Interest Payment
Date in respect of which interest has been paid (or from and
including the Original Issue Date specified above, if no interest
has been paid), to but excluding the related Interest Payment
Date or Maturity, as the case may be; provided, however, that if
-------- -------
the Interest Rate Reset Period with respect to this Note is daily
or weekly, unless otherwise specified above, interest payable on
any Interest Payment Date will include interest accrued from and
including the Original Issue Date, if no interest has been paid,
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<PAGE>
or from but excluding the last Regular Record Date to which
interest has been paid, as the case may be, to and including the
Regular Record Date next preceding such Interest Payment Date;
and provided further that the interest payments on Maturity will
-------- -------
include interest accrued to but excluding such Maturity.
Unless otherwise specified above, accrued interest hereon
shall be an amount calculated by multiplying the face amount
hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated
for each day in the period for which accrued interest is being
calculated. Unless otherwise specified above, the interest
factor for each such day shall be computed and paid on the basis
of a 360-day year of twelve 30-day months if the Day Count
Convention specified above is "30/360" for the period specified
thereunder, or by dividing the interest rate applicable to such
day by 360 if the Day Count Convention specified above is
"Actual/360" for the period specified thereunder or by the actual
number of days in the year if the Day Count Convention specified
above is "Actual/Actual" for the period specified thereunder. If
interest on this Note is to be calculated with reference to two
or more Interest Rate Bases as specified above, the interest
factor will be calculated in each period in the same manner as if
only one of the applicable Interest Rate Bases applied.
Unless otherwise specified above, the "Interest
Determination Date" with respect to the CD Rate, the CMT Rate,
the Commercial Paper Rate, the Federal Funds Rate and the Prime
Rate will be the second Business Day preceding each Interest
Reset Date; the "Interest Determination Date" with respect to the
Eleventh District Cost of Funds Rate will be the last working day
of the month immediately preceding each Interest Reset Date on
which the Federal Home Loan Bank of San Francisco (the "FHLB of
San Francisco") publishes the Index (as defined below); the
"Interest Determination Date" with respect to LIBOR shall be the
second London Business Day (as defined below) preceding each
Interest Reset Date; the "Interest Determination Date" with
respect to the Treasury Rate will be the day in the week in which
the related Interest Reset Date falls on which day Treasury bills
(as defined below) are normally auctioned (Treasury bills are
normally sold at auction on Monday of each week, unless that day
is a legal holiday, in which case the auction is normally held on
the following Tuesday, except that such auction may be held on
the preceding Friday); provided, however, that if an auction is
-------- -------
held on the Friday of the week preceding the related Interest
Reset Date, the related Interest Determination Date shall be such
preceding Friday; and provided, further, that if an auction shall
-------- -------
fall on any Interest Reset Date, then the Interest Reset Date
shall instead be the first Business Day following such auction.
If the interest rate of this Note is determined with reference to
two or more Interest Rate Bases as specified above, the Interest
Determination Date pertaining to this Note will be the latest
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<PAGE>
Business Day which is at least two Business Days prior to such
Interest Reset Date on which each Interest Rate Basis is
determinable. Each Interest Rate Basis shall be determined on
such date, and the applicable interest rate shall take effect on
the related Interest Reset Date.
Unless otherwise specified above, the "Calculation Date"
pertaining to any Interest Determination Date will be the earlier
of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding
Business Day and (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity, as the case may be.
All calculations on this Note shall be made by the Calculation
Agent specified above or such successor thereto as is duly
appointed by the Company.
All percentages resulting from any calculation on this Note
will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-
millionths of a percentage point rounded upward (e.g., 9.876545%
(or 0.09876545) would be rounded to 9.87655% (or 0.0987655) and
9.876544% (or 0.09876544) would be rounded to 9.87654% (or
0.0987654)), and all dollar amounts used in or resulting from
such calculation will be rounded to the nearest cent (with
one-half cent being rounded upward).
As used herein, "Business Day" means, unless otherwise
specified above, any day other than a Saturday or a Sunday, that
is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or executive order
to close and, if an Interest Rate Basis shown above is LIBOR, is
also a London Business Day.
As used herein, unless otherwise specified above, "London
Business Day" means any day (a) if the Index Currency is other
than the European Currency Unit ("ECU"), on which dealings in
deposits in such Index Currency are transacted in the London
interbank market or (b) if the Index Currency is the ECU, that is
not designated as an ECU Non-Settlement Day by the ECU Banking
Association in Paris or otherwise generally regarded in the ECU
interbank market as a day on which payments on ECUs shall not be
made.
Determination of CD Rate. If an Interest Rate Basis for
------------------------
this Note is the CD Rate, as indicated above, the CD Rate shall
be determined as of the applicable Interest Determination Date (a
"CD Rate Interest Determination Date"), as the rate on such date
for negotiable certificates of deposit having the Index Maturity
specified above as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication
("H.15(519)"), under the heading "Cds (Secondary Market)", or, if
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<PAGE>
such rate is not so published by 3:00 P.M., New York City time,
on the related Calculation Date, the rate on such CD Rate
Interest Determination Date for negotiable certificates of
deposit of the Index Maturity specified above as published by the
Federal Reserve Bank of New York in its daily statistical release
"Composite 3:30 P.M. Quotations for U.S. Government Securities"
or any successor publication ("Composite Quotations") under the
heading "Certificates of Deposit". If such rate is not yet
published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the related Calculation Date, then
the CD Rate on such CD Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be the arithmetic
mean of the secondary market offered rates as of 10:00 A.M., New
York City time, on such CD Rate Interest Determination Date, of
three leading non-bank dealers in negotiable United States dollar
certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major
United States money market banks in the market for negotiable
certificates of deposit with a remaining maturity closest to the
Index Maturity designated above in an amount that is
representative for a single transaction in that market at that
time; provided, however, that if any of the dealers selected as
-------- -------
aforesaid by the Calculation Agent are not quoting mentioned in
this sentence, the CD Rate determined as of such CD Rate Interest
Determination Date shall be the CD Rate in effect on such CD Rate
Interest Determination Date.
Determination of CMT Rate. If an Interest Rate Basis for
-------------------------
this Note is the CMT Rate, as indicated above, the CMT Rate shall
be determined as of the applicable Interest Determination Date (a
"CMT Rate Interest Determination Date"), as the rate displayed on
the Designated CMT Telerate Page under the caption "...Treasury
Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.," under the column for the
Designated CMT Maturity Index for (i) if the Designated CMT
Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page
is 7052, the week, or the month, as applicable, ended immediately
preceding the week in which the related CMT Rate Interest
Determination Date occurs. If such rate is no longer displayed
on the relevant page, or if not displayed by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for
such CMT Rate Interest Determination Date shall be such treasury
constant maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519). If such rate is no longer
published, or if not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date shall be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other
United Sates Treasury rate for the Designated CMT Maturity Index)
for the CMT Rate Interest Determination Date with respect to such
interest Reset Date as may then be published by either the Board
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<PAGE>
of Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated
CMT Telerate Page and published in the relevant H.15(519). If
such information is not provided by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for the
CMT Rate Interest Determination Date shall be calculated by the
Calculation Agent and shall be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side prices
as of approximately 3:30 P.M. (New York City time) on the CMT
Rate Interest Determination Date reported, according to their
written records, by three leading primary United States
government securities dealers (each, a "Reference Dealer") in The
City of New York selected by the Calculation Agent (from five
such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of
not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such CMT Rate Interest Determination
Date shall be calculated by the Calculation Agent and shall be a
yield to maturity based on the arithmetic mean of the secondary
market offer side prices as of approximately 3:30 P.M. (New York
City time) on the CMT Rate Interest Determination Date of three
Reference Dealers in The City of New York (from five such
Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest
to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an
amount of at least $100 million. If three or four (and not five)
of such Reference Dealers are quoting as described above, then
the CMT Rate shall be based on the arithmetic mean of the offer
prices obtained and neither the highest nor the lowest of such
quotes shall be eliminated; provided, however, that if fewer than
three Reference Dealers selected by the Calculation Agent are
quoting as described herein, the CMT Rate shall be the CMT Rate
in effect on such CMT Rate Interest Determination Date. If two
Treasury Notes with an original maturity as described in the
third preceding sentence have remaining terms to maturity equally
close to the Designated CMT Maturity Index, the quotes for the
CMT Rate Note with the shorter remaining term to maturity shall
be used.
"Designated CMT Telerate Page" shall mean the display on the
Dow Jones Telerate Service on the page designated in the
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applicable Pricing Supplement (or any other page as may replace
such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519).
If no such page is specified in the applicable Pricing
Supplement, the Designated CMT Telerate Page shall be 7052, for
the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
10, 20, or 30 years) specified in the applicable Pricing
Supplement with respect to which the CMT Rate shall be
calculated. If no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index shall be 2
years.
Determination of Commercial Paper Rate. If an Interest Rate
--------------------------------------
Basis for this Note is the Commercial Paper Rate, as indicated
above, the Commercial Paper Rate shall be determined as of the
applicable Interest Determination Date (a "Commercial Paper Rate
Interest Determination Date"), as the Money Market Yield (as
defined below) on such date of the rate for commercial paper
having the Index Maturity specified above as published in
H.15(519) under the heading "Commercial Paper". In the event
that such rate is not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the Commercial Paper Rate
shall be the Money Market Yield on such Commercial Paper Rate
Interest Determination Date of the rate for commercial paper
having the Index Maturity shown above as published in Composite
Quotations under the heading "Commercial Paper" (with an Index
Maturity of one month or three months being deemed to be
equivalent to an Index Maturity of 30 days or 90 days,
respectively). If by 3:00 P.M., New York City time, on the
related Calculation Date such rate is not yet published in either
H.15(519) or Composite Quotations, then the Commercial Paper Rate
on such Commercial Paper Rate Interest Determination Date shall
be calculated by the Calculation Agent and shall be the Money
Market Yield of the arithmetic mean of the offered rates at
approximately 11:00 A.M., New York City time, on such Commercial
Paper Rate Interest Determination Date of three leading dealers
of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the Index Maturity
specified above placed for an industrial issuer whose bond rating
is "AA," or the equivalent, from a nationally recognized
securities rating agency; provided, however, that if any of the
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dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Commercial Paper Rate
determined as of such Commercial Paper Rate Interest
Determination Date shall be the rate in effect on such Commercial
Paper Rate Interest Determination Date.
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"Money Market Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
------------
360-(D x M)
where "D" refers to the applicable per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal
and "M" refers to the actual number of days in the interest
period for which interest is being calculated.
Determination of Eleventh District Cost of Funds Rate. If
-----------------------------------------------------
an Interest Rate Basis for this Note is the Eleventh District
Cost of Funds Rate, as indicated above, the Eleventh District
Cost of Funds Rate shall be determined as of the applicable
Interest Determination Date (an "Eleventh District Cost of Funds
Rate Interest Determination Date"), as the rate equal to the
monthly weighted average cost of funds for the calendar month
immediately preceding the month in which such Eleventh District
Cost of Funds Rate Interest Determination Date falls, as set
forth under the caption "11th District" on Telerate Page 7058 as
of 11:00 A.M., San Francisco time, on such Eleventh District Cost
of Funds Rate Interest Determination Date. If such rate does not
appear on Telerate Page 7058 on any related Eleventh District
Cost of Funds Rate Interest Determination Date, the Eleventh
District Cost of Funds Rate for such Eleventh District Cost of
Funds Rate Interest Determination Date shall be the monthly
weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently
announced (the "Index") by the FHLB of San Francisco as such cost
of funds for the calendar month immediately preceding the date of
such announcement. If the FHLB of San Francisco fails to
announce such rate for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination
Date, then the Eleventh District Cost of Funds Rate determined as
of such Eleventh District Cost of Funds Rate Interest
Determination Date shall be the Eleventh District Cost of Funds
Rate in effect on such Eleventh District Cost of Funds Rate
Interest Determination Date.
Determination of Federal Funds Rate. If an Interest Rate
-----------------------------------
Basis for this Note is the Federal Funds Rate, as indicated
above, the Federal Funds Rate shall be determined as of the
applicable Interest Determination Date (a "Federal Funds Rate
Interest Determination Date"), as the rate on such date for
federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not so published by 3:00 P.M.,
New York City time, on the related Calculation Date, the rate on
such Federal Funds Rate Interest Determination Date, as published
in Composite Quotations under the heading "Federal
Funds/Effective Rate." If by 3:00 P.M., New York City time, on
the related Calculation Date such rate is not published in either
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H.15(519) or Composite Quotations, then the Federal Funds Rate on
such Federal Funds Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be the arithmetic
mean of the rates for the last transaction in overnight United
States dollar federal funds arranged by three leading brokers of
federal funds transactions in The City of New York selected by
the Calculation Agent prior to 9:00 A.M., New York City time on
such Federal Funds Rate Interest Determination Date; provided,
--------
however, that if any of the brokers selected as aforesaid by the
-------
Calculation Agent are not quoting as mentioned in this sentence,
the Federal Funds Rate determined as of such Federal Funds Rate
Interest Determination Date shall be the Federal Funds Rate in
effect on such Federal Funds Rate Interest Determination Date.
Determination of LIBOR. If an Interest Rate Basis for this
----------------------
Note is LIBOR, as indicated above, LIBOR will be determined as of
the applicable Interest Determination Date (a "LIBOR Interest
Determination Date") in accordance with the following provisions
under LIBOR Reuters or LIBOR Telerate as specified above:
(i) If LIBOR Reuters is specified above as the method
for determining LIBOR, with respect to an Interest
Determination Date relating to this Note (a "LIBOR Interest
Determination Date"), LIBOR will be determined on the basis
of the arithmetic mean of the offered rates (unless the
specified Designated LIBOR Page by its terms provides for
only a single rate, in which case such single rate shall be
used) for deposits in the Index Currency having the Index
Maturity designated above, commencing on the second London
Business Day immediately following such LIBOR Interest
Determination Date, that appear on the Designated LIBOR Page
specified above as of 11:00 A.M., London time, on such LIBOR
Interest Determination Date, if at least two such offered
rates appear (unless, as aforesaid, only a single rate is
required) on such Designated LIBOR Page, or if LIBOR
Telerate is specified above as the method for determining
LIBOR, or if no other method is specified above as the
method for determining LIBOR, with respect to a LIBOR
Interest Determination Date for this Note, LIBOR will be the
rate for deposits in the Index Currency having the Index
Maturity designated above, commencing on the second London
Business Day immediately following such LIBOR Interest
Determination Date, that appears on the Designated LIBOR
Page specified above as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date. If no such rate appears,
LIBOR in respect of the related LIBOR Interest Determination
Date will be determined in accordance with the provisions
described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination
Date on which fewer than two offered rates appear, or no
rate appears, as the case may be, on the applicable
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Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent will request the principal London offices
of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for
deposits in the Index Currency for the period of the Index
Maturity specified above, commencing on the second London
Business Day immediately following such LIBOR Interest
Determination Date, to prime banks in the London interbank
market at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date and in a principal amount
that is representative for a single transaction in such
Index Currency in such market at such time. If at least two
such quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal
Financial Center, on such LIBOR Interest Determination Date
by three major banks in such Principal Financial Center,
selected by the Calculation Agent for loans in the Index
Currency to leading European banks, having the Index
maturity specified above and in a principal amount that is
representative for a single transaction in such Index
Currency in such market at such time; provided, however,
that if the banks so selected by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR determined
as of such LIBOR Interest Determination Date shall be LIBOR
in effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency (including composite
currencies) specified above as the currency for which LIBOR shall
be calculated. If no such currency is specified above, the Index
Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters"
is specified above, the display on the Reuters Monitor Money
Rates Service for the purpose of displaying the London interbank
offered rates of major banks for the applicable Index Currency,
or (b) if "LIBOR Telerate" is specified above, the display on the
Dow Jones Telerate Service for the purpose of displaying the
London interbank offered rates of major banks for the applicable
Index Currency.
"Principal Financial Center" will generally be the capital
city of the country for the specified Index Currency, except that
with respect to United States dollars and, Deutsche Marks, Dutch
Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.
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<PAGE>
Determination of Prime Rate. If an Interest Rate Basis for
---------------------------
this Note is the Prime Rate, as indicated above, the Prime Rate
shall be determined as of the applicable Interest Determination
Date (a "Prime Rate Interest Determination Date") as the rate on
such date as such rate is published in H.15(519) under the
heading "Bank Prime Loan". If such rate is not published prior
to 3:00 P.M., New York City time, on the related Calculation
Date, then the Prime Rate shall be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on
the Reuters Screen NYMF Page (as defined below) as such bank's
prime rate or base lending rate as in effect for such Prime Rate
Interest Determination Date. If fewer than four such rates but
more than one such rate appear on the Reuters Screen NYMF Page
for such Prime Rate Interest Determination Date, the Prime Rate
shall be the arithmetic mean of the prime rates quoted on the
basis of the actual number of days in the year divided by a 360-
day year as of the close of business on such Prime Rate Interest
Determination Date by three, or two if only two such rates are
quoted, major money center banks in The City of New York selected
by the Calculation Agent. If fewer than two such rates appear on
the Reuters Screen NYMF Page, the Prime Rate will be determined
by the Calculation Agent on the basis of the rates furnished in
The City of New York by three, or two if only two such rates are
quoted, substitute banks or trust companies organized and doing
business under the laws of the United States, or any state
thereof, having total equity capital of at least U.S.$500 million
and being subject to supervision or examination by a Federal or
state authority, selected by the Calculation Agent to provide
such rate or rates; provided, however, that if fewer than two
such substitute banks or trust companies selected as aforesaid
are quoting as mentioned in this sentence, the Prime Rate
determined as of such Prime Rate Interest Determination Date
shall be the Prime Rate in effect on such Prime Rate Interest
Determination Date.
"Reuters Screen NYMF Page" means the display designated as
page "NYMF" on the Reuters Monitor Money Rates Service (or such
other page as may replace the NYMF page on that service for the
purpose of displaying prime rates or base lending rates of major
United States banks).
Determination of Treasury Rate. If an Interest Rate Basis
------------------------------
for this Note is the Treasury Rate, as specified above, the
Treasury Rate shall be determined as of the applicable Interest
Determination Date (a "Treasury Rate Interest Determination
Date") as the rate applicable to the most recent auction of
direct obligations of the United States ("Treasury Bills") having
the Index Maturity specified above, as such rate is published in
H.15(519) under the heading "Treasury Bills -- auction average
(investment)" or, if not published by 3:00 P.M., New York City
time, on the related Calculation Date, the auction average rate
(expressed as a bond equivalent on the basis of a year of 365 or
18
<PAGE>
<PAGE>
366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of
Treasury Bills having the Index Maturity specified above are not
reported as provided by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held in a particular
week, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as
a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean
of the secondary market bid rates, as of approximately 3:30 P.M.,
New York City time, on such Treasury Rate Interest Determination
Date, of three leading primary United States government
securities dealers selected by the Calculation Agent, for the
issue of Treasury Bills with a remaining maturity closest to the
Index Maturity specified above; provided, however, that if any of
-------- -------
the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Treasury Rate
determined as of such Treasury Rate Interest Determination Date
shall be the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.
Any provision contained herein, including the determination
of an Interest Rate Basis, the specification of an Interest Rate
Basis, calculation of the interest rate applicable to this Note,
its Interest Payment Dates or any other matter relating hereto
may be modified as specified in an Addendum relating hereto if so
specified above.
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, specified above. In
addition to any Maximum Interest Rate applicable hereto pursuant
to the above provisions, the interest rate on this Note will in
no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general
application. The Calculation Agent shall calculate the interest
rate hereon in accordance with the foregoing on or before each
Calculation Date. Unless otherwise specified above, The Chase
Manhattan Bank (National Association) will be the Calculation
Agent.
At the request of the Holder hereof, the Calculation Agent
shall provide to the Holder hereof the interest rate hereon then
in effect and, if determined, the interest rate which shall
become effective as of the next Interest Reset Date.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Note upon compliance with
certain conditions set forth in the Indenture.
19
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<PAGE>
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected thereby
at any time by the Company and the Trustee with the consent of
the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Securities of each series affected thereby. The
Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of
the Holders of all the Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made
upon this Note.
As provided in and subject to the provisions of the
Indenture, the Holder of this Note shall not have the right to
institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy
thereunder, unless: (i) such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with
respect to the Notes; (ii) the Holders of not less than 25% in
principal amount of the Notes at the time Outstanding shall have
made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity; (iii) the Trustee shall not have
received from the Holders of a majority in principal amount of
Notes at the time Outstanding a direction inconsistent with such
request; and (iv) the Trustee shall have failed to institute any
such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Note
at the time, place and rate, and in the coin or currency, herein
prescribed.
20
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<PAGE>
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office
or agency of the Company in The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or by its attorney duly authorized
in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
No recourse for the payment of the principal of or interest
on this Note, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any
indenture supplemental thereto, or in any Note, or because of the
creation of any indebtedness represented thereby, shall be had
against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
21
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed, manually or in facsimile, and an imprint or
facsimile of its corporate seal to be imprinted hereon.
[SEAL] FRANKLIN RESOURCES, INC.
By:
---------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of
the series designated herein
referred to in the within-
mentioned Indenture.
CHEMICAL BANK,
as Trustee
By: Dated:
--------------------------- ----------------
Authorized Officer
22
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<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at
-----------------------------------
----------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which
the Company shall from time to time notify the Holder of this
Note, not more than 60 nor less than 30 days prior to an Optional
Repayment Date, if any, shown above, this Note with this "Option
to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be increments
of $1,000 provided that any remaining principal hereof shall be
at least $1,000 which the Holder elects to have repaid and
specify the denomination or denominations (which shall be at
least $1,000 or an integral multiple of $1,000 in excess thereof)
of the Notes to be issued to the Holder for the portion of this
Note not being repaid (in the absence of any such specification,
one such Note will be issued for the portion not being repaid).
$
--------------------------- ------------------------------
NOTICE: The signature on this
Date Option to Elect Repayment must
----------------------
correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
23
<PAGE>
<PAGE>
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
----------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
(Please print or typewrite name and address including postal zip
code of assignee)
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Note
---------------------------------
on the books of the Company with full power of substitution in
the premises.
Dated:
---------- ------------------------------------------
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written upon the
face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.
24
<PAGE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--................Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
25
<PAGE>
FRANKLIN RESOURCES, INC.
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in thousands, except for ratio)
<TABLE>
<CAPTION>
Six Months Ended Fiscal Year Ended
-------------------------- -----------------------------------------------------------------------------
Mar. 31, 1994 Mar. 31, 1993 Sept 30, 1993 Sept 30, 1992 Sept 30, 1991 Sept 30, 1990 Sept 30, 1989
------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings before $191,224 $119,173 $274,398 $204,748 $162,719 $144,423 $129,733
provision for ------------- ------------- ------------- ------------- ------------- ------------- -------------
income taxes
Add Fixed 14,513 12,947 25,221 2,137 94 73 192
Charges: ------------- ------------- ------------- ------------- ------------- ------------- -------------
Interest
Interest 2,547 1,467 3,083 2,735 2,475 2,139 1,949
factor ------------- ------------- ------------- ------------- ------------- ------------- -------------
on rent
Total Fixed 17,060 14,414 28,304 4,872 2,569 2,212 2,141
Charges ------------- ------------- ------------- ------------- ------------- ------------- -------------
Earnings before
fixed charges
and provision $208,284 $133,587 $302,702 $209,620 $165,288 $146,635 $ 131,874
for income ------------- ------------- ------------- ------------- ------------- ------------- -------------
taxes
Ratio of 12.2 9.3 10.7 43.0 64.3 66.3 61.6
Earnings to ------------- ------------- ------------- ------------- ------------- ------------- -------------
Fixed Charges
</TABLE>
<PAGE>
Coopers
& Lybrand
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Franklin Resources, Inc. on Form S-3 for the issuance of
debt securities of our report dated December 3, 1993, on our audits of
the consolidated financial statements and financial statement
schedules of Franklin Resources, Inc. We also consent to the
reference to our firm under the caption "Experts".
COOPERS & LYBRAND
San Francisco, California
May 18, 1994
