As filed with the Securities and Exchange Commission on September 30, 1994
Registration No. 33-______
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
________
FRANKLIN RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-2670991
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or 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 Copies of Communications to:
Vice President and Jeffrey E. Tabak, Esq.
Assistant Secretary Weil, Gotshal & Manges
Franklin Resources, Inc. 767 Fifth Avenue
777 Mariners Island Blvd. New York, New York 10153
San Mateo, California 94404 (212) 310-8000
(415) 312-3000
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code,
of Registrant's Agent For Service)
Approximate date of commencement of proposed sale of the securities to the
public: At such time or times after the effective date of this
Registration Statement, as the Selling Stockholders shall determine.
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]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of each Amount Offering Aggregate Registration
Class of Securities Being Price Offering Fee
Being Registered Registered Per Share* Price*
___________________________________________________________________________
Common Stock,
par value
$.10 per share 1,411,736 $35.1875 $49,675,461 $17,130
___________________________________________________________________________
*Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c). The price indicated is based upon the average
high and low market prices as reported by the New York Stock Exchange, Inc.
on September 26, 1994.
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.
SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 1994
PROSPECTUS
1,411,736 Shares
FRANKLIN RESOURCES, INC.
Common Stock
(par value $.10 per share)
_________________________
The 1,411,736 shares (the "Shares") of Common Stock (the "Common
Stock") of Franklin Resources, Inc., a Delaware corporation (the
"Company"), offered hereby are being sold by certain stockholders of the
Company (the "Selling Stockholders"). See "SELLING STOCKHOLDERS". The
Shares may be offered by the Selling Stockholders from time to time in open
market transactions (which may include block transactions) or otherwise on
the New York Stock Exchange ("NYSE"), the Pacific Stock Exchange ("PSE"),
the London Stock Exchange ("LSE") or in private transactions at prices
relating to prevailing market prices or at negotiated prices. See "PLAN OF
DISTRIBUTION". The Company will not receive any of the proceeds from the
sale of the Shares offered hereby.
The Shares are listed and traded on the NYSE and the PSE under the
symbol "BEN". On October ___, 1994, the last reported sale price of the
Company's Common Stock on the NYSE was $_____ per share, the last reported
sale price of the Company's Common Stock on the PSE was $_____ per share,
and the last reported sale price on the LSE was British Pounds _____.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is October ___, 1994.
NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES COVERED BY THIS PROSPECTUS TO ANY PERSON TO WHOM, OR IN ANY
JURISDICTION IN WHICH, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS SINCE THE DATE HEREOF.
_______________________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files annual and quarterly reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, and at the Commission's Regional Offices in New
York, Seven World Trade Center, 13th Floor, New York, New York, 10048, and
Chicago (500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511). Copies of these materials may be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. In addition, reports, proxy statements and other
information concerning the Company may be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005
and the Pacific Stock Exchange, Incorporated, 115 Sansome Street, Suite
1104, San Francisco, California 94104.
This Prospectus constitutes a part of a Registration Statement on
Form S-3 which the Company has filed with the Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
Shares (referred to herein, together with amendments and exhibits, as the
"Registration Statement"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
For further information with respect to the Company and the securities
offered hereby, reference is hereby made to the Registration Statement.
Statements made in this Prospectus as to the contents of any contract,
agreement, or other document referred to are not necessarily complete; with
respect to each such contract, agreement, or other document filed as an
exhibit to the Registration Statement, reference is made to such exhibit
for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.
Copies of the Registration Statement and the exhibits may be inspected,
without charge, at the offices of the Commission, or obtained at prescribed
rates from the Public Reference Section of the Commission at the address
set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993 (the "Annual Report").
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1993, March 31, 1994 and June 30, 1994 (the
"Quarterly Reports").
(c) The Company's Current Reports on Form 8-K filed on April 14,
1994, April 28, 1994, and July 28, 1994.
(d) The description of the Company's Common Stock, par value $.10
per share, contained in the Company's Registration Statements on Form 8-A
(File No. 1-9318), filed November 6, 1986 and January 9, 1987,
respectively, with the Commission pursuant to Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the termination of the offering of the Shares, shall be deemed
to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement.
Any statement or document so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any and all of the
documents described above other than exhibits to such documents which are
not specifically incorporated by reference in such documents. Written or
telephone requests should be directed to: Harmon E. Burns, Executive Vice
President, Legal and Administrative, Franklin Resources, Inc., 777 Mariners
Island Boulevard, San Mateo, California 94404, (415) 312-3000.
THE COMPANY
The Company is a diversified financial services holding company
which, primarily through its various domestic and international
subsidiaries, principally provides investment management, financial
advisory and related services to mutual funds, closed end investment
companies, private accounts, qualified retirement plans, and private
trusts. The Company also provides advisory services to and sponsors and
manages public and private real estate programs, offers consumer banking
services, insured deposits and credit cards and provides custodial,
trustee, and fiduciary services to IRA and Keogh plans and to qualified
retirement plans and private trusts.
The wide range of financial services offered by the Company gives
both domestic and international institutional and individual investors a
variety of investment alternatives designed to meet varying investment
objectives, affording customers the opportunity both to allocate and to
modify their investment resources among investment products as changing
economic and market conditions warrant.
The Company's principal office is located at 777 Mariners Island
Boulevard, San Mateo, California 94404 and its telephone number is (415)
312-3000. The Company was incorporated under the laws of the State of
Delaware in November 1969 and is the successor by merger to businesses
previously conducted since 1947.
On October 30, 1992, the Company acquired (the "Merger")
substantially all of the assets of Templeton, Galbraith & Hansberger Ltd.
("TGH"). The Selling Stockholders acquired the Shares in connection with
the Merger and agreed not to dispose of such Shares for a period of two
years after issuance (the "Lock-Up Period"). Pursuant to a Registration
Rights Agreement, dated July 30, 1992 (the "Registration Rights Agreement")
entered into in connection with the acquisition of the Shares, the Company
agreed to use its best efforts to register the Shares after the expiration
of the Lock-Up Period on October 30, 1994. The Selling Stockholders have
requested that the Company register the Shares and this Registration
Statement is being filed pursuant to such request.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Share offered hereby.
SELLING STOCKHOLDERS
The Selling Stockholders are Goodness, Ltd., a corporation organized
under the laws of the Cayman Islands ("Goodness"), and Faithfulness, Ltd.,
a corporation organized under the laws of the Cayman Islands
("Faithfulness"). The Selling Stockholders acquired the Shares in
connection with the Merger. See "THE COMPANY".
Number of Number of Shares
Shares Owned Owned after
Name of Prior to Number of Completion
Selling Stockholder Offering Shares Offered of Offering (1)
___________________________________________________________________________
Goodness, Ltd. (2) 1,305,190 1,305,190 -0-
Faithfulness, Ltd. (2) 106,546 106,546 -0-
(1) Assuming all shares offered hereby are sold, the Selling Stockholders
will own no shares of the outstanding Common Stock.
(2) John M. Templeton owns, indirectly through revocable trusts created by
Mr. Templeton, all of the issued and outstanding shares of common
stock of Goodness, Ltd. and Faithfulness, Ltd. Accordingly, Mr.
Templeton beneficially owns the shares of Common Stock owned by each
of Goodness, Ltd. and Faithfulness, Ltd. Mr. Templeton has entered
into an agreement with a subsidiary of the Company (the "Consulting
Agreement") pursuant to which he has been engaged to act as a
consultant. Under the Consulting Agreement, Mr. Templeton is
prohibited from engaging in certain activities which are competitive
with the Company for a period of fifteen (15) years from the date of
the Merger. Prior to the Merger, Mr. Templeton was Chairman of the
Board of TGH.
PLAN OF DISTRIBUTION
The Shares may be offered by the Selling Stockholders from time to
time in open market transactions (which may include block transactions) or
otherwise on the NYSE, PSE, or LSE or in private transactions at prices
relating to prevailing market prices or at negotiated prices. See "SELLING
STOCKHOLDERS". The Selling Stockholders may effect such transactions by
selling Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions, or commissions
from the Selling Stockholders and/or the purchasers of Shares for whom such
broker-dealers may act as agent or to whom they sell as principal or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The Selling Stockholders and any broker-dealer acting in connection
with the sale of the Shares offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act, in which event any
discounts, concessions, or commissions received by them, which are not
expected to exceed those customary in the types of transactions involved,
or any profit on resales of the Share by them, may be deemed to be
underwriting commissions or discounts, under the Securities Act. The
Company will not receive any proceeds from the sale of the Shares.
The costs, expenses, and fees incurred in connection with the
registration of the Shares, which are estimated to be $27,130 (excluding
fees and out-of-pocket expenses of counsel selected by the Selling
Stockholders, and discounts, fees, or commissions of underwriters, selling
brokers or dealers relating to the distribution of the Shares), will be
paid by the Company.
LEGAL MATTERS
The legality of the Shares offered hereby will be passed upon for the
Company by Weil, Gotshal & Manges.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the expenses to be paid by the Company
in connection with this Registration Statement. None of such expenses are
being paid by the Selling Stockholders. All such expenses are estimates,
other than the filing fee payable to the Securities and Exchange
Commission.
Item Amount
SEC registration fee $17,130
Legal fees and expenses $ 7,500
Accounting Fees $ 1,500
Miscellaneous $ 1,000
Total $27,130
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, 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, required the Indemnification Person to reimburse the Company
for all amounts theretofore paid in respect of such indemnification).
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 third
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 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 of 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
4 Registration Rights Agreement dated July 30, 1992 among the Company,
each of the Selling Stockholders and others filed as Exhibit 4 to the
Company's Registration Statement on Form S-3 (33-53586) which became
effective on January 7, 1993 is hereby incorporated herein in its
entirety by this reference
5 Opinion of Weil, Gotshal & Manges*
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)
*To be filed by amendment
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;
(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 of 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, 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 of 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.
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 September 30, 1994.
FRANKLIN RESOURCES, INC.
By: /s/ Leslie M. Kratter
_____________________
Leslie M. Kratter
Vice President and
Assistant Secretary
POWER OF ATTORNEY
Each officer or director whose signature appears below hereby
appoints each of Leslie M. Kratter and Harmon E. Burns his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, to sign on his behalf, as an individual and in the capacity
stated below, any amendment or post-effective amendment to this
Registration Statement therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing which purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or any substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 30th
day of September, 1994 in the capacities indicated.
Signature Title
/s/ Charles B. Johnson Chairman, President, and Chief
______________________________________ Executive Officer, Principal
Charles B. Johnson Executive Officer and Director
/s/ Martin L. Flanagan Senior Vice President, Principal
______________________________________ Financial Officer and Principal
Martin L. Flanagan Accounting Officer
/s/ Harmon E. Burns Executive Vice President, Legal
______________________________________ and Administrative, Secretary
Harmon E. Burns and Director
______________________________________ Director
Judson R. Grosvenor
/s/ F. Warren Hellman Director
______________________________________
F. Warren Hellman
______________________________________ Senior Vice President and
Charles E. Johnson Director
______________________________________ Executive Vice President and
Rupert H. Johnson, Jr. Director
/s/ Harry O. Kline Director
______________________________________
Harry O. Kline
______________________________________ Director
Peter M. Sacerdote
/s/ Louis E. Woodworth Director
______________________________________
Louis E. Woodworth
INDEX TO EXHIBITS
Exhibit No. Page
4 Registration Rights Agreement dated July 30, 1992 among the Company,
each of the Selling Stockholders and others filed as Exhibit 4 to the
Company's Registration Statement on Form S-3 (33-53586) which became
effective on January 7, 1993 is hereby incorporated herein in its
entirety by this reference.
5 Opinion of Weil, Gotshal & Manges*
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)
*To be filed by amendment
EXHIBIT 23.1
COOPERS Coopers & Lybrand L.L.P.
&LYBRAND
a professional services firm
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
of Franklin Resources, Inc. on Form S-3 for the issuance of common stock of
our report dated December 3, 1993, on our audits of the consolidated
financial statements and financial statement schedules of Franklin
Resources, Inc.
/s/ Coopers & Lybrand L.L.P.
San Francisco, California
September 28, 1994
Coopers & Lybrand L.L.P., a registered limited liability partnership, is a
member firm of Coopers & Lybrand (International).
