As filed with the Securities and Exchange Commission on October 28, 1994
Registration No. 33-55721
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
AMENDMENT NO. 1
TO
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]
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
5 Opinion of Weil, Gotshal & Manges
23.1 Consent of Coopers & Lybrand
23.2 Consent of Weil, Gotshal & Manges (included in Exhibit 5)
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 Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Mateo, State of California, on October 28, 1994.
FRANKLIN RESOURCES, INC.
By: /s/ Leslie M. Kratter
_____________________
Leslie M. Kratter
Vice President and
Assistant Secretary
Signature Title
* Chairman, President, and Chief
______________________________________ Executive Officer, Principal
Charles B. Johnson Executive Officer and Director
* Senior Vice President, Principal
______________________________________ Financial Officer and Principal
Martin L. Flanagan Accounting Officer
* Executive Vice President, Legal
______________________________________ and Administrative, Secretary
Harmon E. Burns and Director
______________________________________ Director
Judson R. Grosvenor
* Director
______________________________________
F. Warren Hellman
______________________________________ Senior Vice President and
Charles E. Johnson Director
______________________________________ Executive Vice President and
Rupert H. Johnson, Jr. Director
* Director
______________________________________
Harry O. Kline
______________________________________ Director
Peter M. Sacerdote
* Director
______________________________________
Louis E. Woodworth
*By: /s/ Leslie M. Kratter
----------------------------------
LESLIE M. KRATTER,
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Page
5 Opinion of Weil, Gotshal & Manges
23.1 Consent of Coopers & Lybrand
23.2 Consent of Weil, Gotshal & Manges (included in Exhibit 5)
EXHIBIT 5
WEIL, GOTSHAL AND MANGES
767 Fifth Avenue
New York, NY 10153-0109
October 28, 1994
Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, CA 94404
Gentlemen:
We have acted as counsel to Franklin Resources, Inc. (the
"Company") in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement (No. 33-
55721) on Form S-3 filed by the Company on September 30, 1994, and amended
by the Company on October 28, 1994 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to an aggregate of 1,411,736
shares of Common Stock, par value $.10 per share, of the Company (the
"Common Stock") issued to Goodness, Ltd. and Faithfulness, Ltd.
Capitalized terms defined in the Registration Statement and used but not
otherwise defined herein are used herein as so defined.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement and
such corporate records, agreements, documents and other instruments, and
such certificates or comparable documents of public officials and of
officers and representatives of the Company, and have made such inquiries
of such officers and representatives as we have deemed relevant and
necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As
to all questions of fact material to this opinion that have not been
independently established, we have relied upon certificates or comparable
documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the shares of Common Stock to be sold by
the Selling Stockholders pursuant to the Registrations Statement were
validly issued and are fully paid and non assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. We further consent to any and all references to
our firm in the Prospectus which is a part of the Registration Statement.
The opinion expressed herein is limited to the corporate laws of
the State of Delaware and the federal laws of the United States, and we
express no opinion as to the effect on the matters covered by this letter
of the laws of any other jurisdiction.
The opinion expressed herein is rendered solely for your benefit
in connection with the transaction described herein. Except as noted
above, such opinion may not be used or relied upon by any other person, nor
may this letter or any copies thereof be furnished to a third party, filed
with a governmental agency, quoted, cited or otherwise referred to without
our prior written consent.
Very truly yours,
/s/ WEIL, GOTSHAL AND MANGES
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
October 28, 1994
Coopers & Lybrand L.L.P., a registered limited liability partnership, is a
member firm of Coopers & Lybrand (International).
