SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sect. 240.14a-11(c) or Sect.
240.14a-12
FRANKLIN RESOURCES, INC.
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:.........................................................
2) Aggregate number of securities to which transaction
applies:.........................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):.....................................................
4) Proposed maximum aggregate value of transaction:
.............................................................
5) Total fee paid:...........................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:...................................
2) Form, Schedule or Registration Statement No.:.............
3) Filing Party:.............................................
4) Date Filed:...............................................
FRANKLIN RESOURCES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ON JANUARY 25, 1996
To the Stockholders of Franklin Resources, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of
FRANKLIN RESOURCES, INC. (the "Company") will be held at 10:00 a.m.,
Pacific Standard Time, on January 25, 1996 at the offices of the
Company, 777 Mariners Island Boulevard, San Mateo, California 94404.
At this meeting, the stockholders of the Company will consider and
vote on:
1. The election of nine (9) directors to hold office until the next
Annual Meeting of Stockholders or until their successors are elected
and shall qualify.
2. The ratification of the appointment by the Board of Directors of
Coopers & Lybrand L.L.P. as the Company's independent certified public
accountants for the current fiscal year ending September 30, 1996.
3. The transaction of such other business as properly may come
before the Meeting or any adjournments or postponements thereof.
Stockholders of record at the close of business on December 18,
1995 are entitled to notice of and to vote on all matters presented at
the meeting and at any adjournments or postponements thereof. Each
holder of shares of the Company's Common Stock is entitled to one (1)
vote for each share of Common Stock held on the record date.
By Order of the Board of Directors
Harmon E. Burns
Secretary
December 29, 1995
San Mateo, California
IF YOU DO NOT EXPECT TO BE PRESENT PERSONALLY AT THE MEETING, PLEASE
EXECUTE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
PROXY STATEMENT
FRANKLIN RESOURCES, INC.
777 Mariners Island Blvd.
San Mateo, California 94404
This Proxy Statement and the accompanying Notice of Annual Meeting
are furnished in connection with the solicitation by the Board of
Directors of Franklin Resources, Inc., a Delaware corporation (the
"Company"), of the accompanying proxy, to be voted at the Annual
Meeting of Stockholders to be held at the offices of the Company, 777
Mariners Island Boulevard, San Mateo, California, on January 25, 1996,
at 10:00 a.m. Pacific Standard Time and at any and all adjournments or
postponements thereof. A proxy may be revoked by a stockholder prior
to its exercise in any of three ways: by written notice to the
Secretary of the Company; by submission of another proxy bearing a
later date; or by voting in person at the Annual Meeting. Revocation
by notice to the Secretary of the Company or by submission of a later
proxy will not affect a vote on any matter which is taken prior to the
receipt of the notice or later proxy by the Company. The mere presence
at the Annual Meeting of the stockholder appointing the proxy will not
revoke the appointment. If not revoked, the proxy will be voted at the
Annual Meeting in accordance with the instructions indicated on the
proxy by the stockholder or, if no instructions are indicated, will be
voted FOR the slate of directors described herein and FOR ratification
of the appointment of Coopers & Lybrand L.L.P. as the Company's
independent certified public accountants. These proxy materials are
being mailed on or about December 26, 1995 to stockholders of record
of the Company's $0.10 par value Common Stock on December 18, 1995.
This solicitation is being made by the Company. All expenses of the
Company in connection with this solicitation will be borne by the
Company. In addition to solicitation by mail, proxies may also be
solicited personally by officers, directors and other employees of the
Company by telephone, electronic mail or fax without additional
compensation. The Company will also use a service agent to request
brokerage houses, custodians, nominees and fiduciaries to forward
proxy material to the beneficial owners of the shares held of record
by such persons and will reimburse such persons, the Company's
transfer agent, and the service agent for their reasonable out-of-
pocket expenses in forwarding such materials. The Company's transfer
agent and the service agent are paid for their services pursuant to a
standard fee schedule.
The Company's Annual Report for its fiscal year ended September 30,
1995, including financial statements, has been sent or is being sent
together with this Proxy Statement to all stockholders of record as of
the record date for the Annual Meeting. Such financial statements and
the Annual Report do not form any part of this proxy soliciting
material.
VOTING SECURITIES
Stockholders of record at the close of business on December 18,
1995 (the "Record Date") are entitled to notice of, and to vote at,
the Annual Meeting and at any adjournments or postponements thereof.
Each holder of shares of the Company's $0.10 par value Common Stock,
(the "Common Stock"), is entitled to one (1) vote for each share of
Common Stock held on the Record Date.
On December 15, 1995, 80,069,767 shares of Common Stock were
outstanding. The presence in person or by proxy at the Annual Meeting
of the holders of a majority of such shares shall constitute a quorum.
Assuming the presence of a quorum at the Annual Meeting, the
affirmative vote of a plurality of the votes cast by holders of shares
of Common Stock is required for the election of directors. The
affirmative vote of a majority of the shares of Common Stock
represented at the Annual Meeting and entitled to vote on each matter
is required for the approval of the ratification of the appointment of
Coopers & Lybrand L.L.P. An abstention with respect to the
ratification of the appointment of Coopers & Lybrand L.L.P. will be
counted as present for purposes of determining the existence of a
quorum and will have the practical effect of a negative vote as to
that proposal. The New York Stock Exchange (the "NYSE") determines
whether brokers that do not receive instructions will be entitled to
vote on the proposals contained in this Proxy Statement. In the event
of a broker non-vote with respect to any issue coming before the
meeting, such shares will be counted as present for the purpose of
determining the existence of a quorum, but will not be deemed as
present and entitled to vote as to that issue for the purpose of
determining the total number of shares of which a majority is required
for adoption.
The following persons are known by the Company as of December 15,
1995 to be beneficial owners of more than five percent (5%) of its
total outstanding Common Stock.
Name and Address of Amount and Nature of Percent of
Beneficial Owner(a) Beneficial Ownership Voting Securities(f)
Charles B. Johnson 16,087,186(b) 20.1%
Rupert H. Johnson, Jr. 12,811,837(c) 16.0%
R. Martin Wiskemann 7,951,273(d) 9.9%
Hellman-Friedman Group 4,721,435(e) 5.6%
(a) The address of Messrs. C. B. Johnson, R. H. Johnson, Jr. and R.
M. Wiskemann is: c/o Franklin Resources, Inc., 777 Mariners Island
Blvd., San Mateo, CA 94404. The address of the Hellman-Friedman Group
is One Maritime Plaza, 12th Fl., San Francisco, CA 94111.
(b) Includes 14,399,750 shares held directly and 1,506,225 shares
held in an IRA account for which Mr. C. B. Johnson holds sole voting
and investment power. Also includes 181,211 shares of which Mr. C. B.
Johnson disclaims beneficial ownership, held by a private foundation
of which Mr. C. B. Johnson is a trustee.
(c) Includes 11,947,449 shares held directly and 768,415 shares
held in an IRA account for which Mr. R. H. Johnson, Jr. holds sole
voting and investment power. Also includes 85,945 shares of which Mr.
R. H. Johnson, Jr. disclaims beneficial ownership, held by a private
foundation of which Mr. R. H. Johnson, Jr. is a trustee and 1,124
shares held by a member of Mr. R. H. Johnson, Jr.'s immediate family,
of which Mr. R. H. Johnson, Jr. disclaims beneficial ownership. Also
includes a total of 8,904 shares of unvested restricted stock granted
in 1993 and 1994 under the Company's Universal Stock Plan (the "Stock
Plan"). Does not include 6,006 restricted, but not yet issued, shares
granted under the Stock Plan as of October 1, 1995 and pursuant to the
Company's Annual Incentive Compensation Plan (the "Incentive Plan") as
described in the Summary Compensation Table elsewhere herein. Upon
issuance, Mr. R. H. Johnson, Jr. is entitled to receive dividends and
vote such 6,006 restricted shares; however, such shares are still
subject to vesting requirements.
(d) Includes 7,481,627 shares held directly and 468,560 shares held
in an IRA account for which Mr. Wiskemann holds sole voting and
investment power. Also includes 1,086 shares of unvested restricted
stock granted in 1994 under the Stock Plan and pursuant to the
Incentive Plan.
(e) Represents shares which may be acquired within sixty (60) days
through the exercise of an option held by a group consisting of
Hellman & Friedman Capital Partners II, L.P.; Hellman & Friedman
Investors L.P.; Hellman & Friedman Investors, Inc.; H & F Orchard
Partners, L.P.; H & F Orchard Investors, L.P.; H & F Orchard
Investors, Inc.; H & F International Partners, L.P.; H & F
International Investors L.P.; H & F International Investors, Inc.; F.
Warren Hellman; Tully M. Friedman; Magellan Pte. Ltd. and Government
of Singapore Investment Corporation (collectively, the "Hellman-
Friedman Group"). Percentages assume the exercise of options for
4,721,435 shares and a concomitant increase of outstanding shares to
84,791,202 for calculation of the Hellman-Friedman Group percentage
only. Mr. F. Warren Hellman, a director of the Company, disclaims
beneficial ownership of such shares.
(f) Except with respect to the Hellman-Friedman Group's percentage
ownership as described in footnote (e) above, percentages are
calculated based upon 80,069,767 shares issued and outstanding on
December 15, 1995 and do not include any restricted shares not yet
issued as of December 15, 1995 under incentive compensation
arrangements described in the Summary Compensation Table elsewhere
herein.
SECURITY OWNERSHIP OF MANAGEMENT
The following information with respect to the outstanding shares of
Common Stock beneficially owned by each director, each executive
officer named in the Summary Compensation Table, each nominee for
director and all directors, nominees and executive officers as a
group, is furnished as of December 15, 1995:
Amount and
Nature of
Beneficial Percent of
Name Ownership(a) Class(a)
Harmon E. Burns 1,126,600(b) 1.4%
Martin L. Flanagan 217,557(c) - %(j)
Judson R. Grosvenor 1,188,712(d) 1.5%
F. Warren Hellman 3,147,623(e) 3.8%(e)
Charles B. Johnson 16,087,186(f) 20.1%
Charles E. Johnson 244,004(g) - %(j)
Rupert H. Johnson, Jr. 12,811,837(h) 16.0%
Harry O. Kline -0- - %(j)
Peter M. Sacerdote -0- - %(j)
Louis E. Woodworth 669,976(i) - %(j)
Directors and Executive
Officers as a Group
(consisting of 19 persons) 35,966,182(e) 43.2%(e)
(a) Represents ownership as of December 15, 1995. Does not include
55,309 restricted, but not yet issued, shares granted as of October 1,
1995 to the executive officers under the Stock Plan and pursuant to
the Incentive Plan. Upon issuance, all restricted stockholders have
the right to vote and receive dividends on all restricted shares. Does
not include beneficial ownership of 7,951,273 shares by R. Martin
Wiskemann, a principal shareholder of the Company (but not an
executive officer) and a director and officer of certain subsidiaries
of the Company.
(b) Includes 830,548 shares held directly and 259,482 shares held
in an IRA account for which Mr. Burns holds sole voting and investment
power. Also includes 27,666 shares of which Mr. Burns disclaims
beneficial ownership, held by a private foundation of which Mr. Burns
is a trustee. Also includes a total of 8,904 shares of unvested
restricted stock granted in 1993 and 1994 under the Stock Plan. Does
not include 5,985 restricted, but not yet issued, shares granted under
the Stock Plan as of October 1, 1995 and pursuant to the Incentive
Plan as described in the Summary Compensation Table elsewhere herein.
(c) Includes 142,674 shares held directly for which Mr. Flanagan
holds sole voting and investment power and 60,047 restricted shares
granted in connection with the acquisition by the Company of the
assets of Templeton, Galbraith & Hansberger Ltd. (hereinafter referred
to as "Templeton" and the "Acquisition"). Also includes a total of
14,836 shares of restricted stock granted in 1993 and 1994 under the
Stock Plan. Does not include 10,630 restricted, but not yet issued,
shares granted under the Stock Plan as of October 1, 1995 and pursuant
to the Incentive Plan as described in the Summary Compensation Table
elsewhere herein.
(d) Includes 1,127,658 shares held directly and 6,054 shares held
in an IRA account for which Dr. Grosvenor holds sole voting and
investment power. Also includes 55,000 shares of which Dr. Grosvenor
disclaims beneficial ownership, held in a private foundation of which
Dr. Grosvenor is a trustee.
(e) Represents shares which may be acquired within sixty (60) days
through the exercise of options held by Hellman & Friedman Capital
Partners II, L.P.; Hellman & Friedman Investors, L.P.; Hellman &
Friedman Investors, Inc.; H & F Orchard Partners, L.P.; H & F Orchard
Investors, L.P.; H & F Orchard Investors, Inc.; H & F International
Partners, L.P.; H & F International Investors, L.P.; H & F
International Investors, Inc.; F. Warren Hellman; and Tully M.
Friedman. Does not include assumed exercise for options for 1,573,812
shares held by Magellan Pte. Ltd. and Government of Singapore
Investment Corporation. For purposes of Mr. Hellman's beneficial
ownership and that of executive officers and directors as a group (but
not that of other executive officers and directors individually),
percentages assume exercise of options for 3,147,623 shares and
concomitant increase of outstanding shares to 83,217,390. Mr. Hellman
disclaims beneficial ownership of such shares.
(f) Includes 14,399,750 shares held directly and 1,506,225 shares
held in an IRA account for which Mr. C. B. Johnson holds sole voting
and investment power. Also includes 181,211 shares of which Mr.
Johnson disclaims beneficial ownership, held by a private foundation
of which Mr. Johnson is a trustee.
(g) Includes 231,338 shares held directly for which Mr. C. E.
Johnson holds sole voting and investment power. Also includes a total
of 12,666 shares of restricted stock granted in 1993 and 1994 under
the Stock Plan. Does not include 10,630 restricted, but not yet
issued, shares granted under the Stock Plan as of October 1, 1995 and
pursuant to the Incentive Plan as described in the Summary
Compensation Table elsewhere herein.
(h) Includes 11,947,449 shares held directly and 768,415 shares
held in an IRA account for which Mr. R. H. Johnson, Jr. holds sole
voting and investment power. Also includes 85,945 shares of which Mr.
R. H. Johnson, Jr. disclaims beneficial ownership, held by a private
foundation of which Mr. R. H. Johnson, Jr. is a trustee and 1,124
shares held by a member of Mr. R. H. Johnson, Jr.'s immediate family,
of which Mr. R. H. Johnson, Jr. disclaims beneficial ownership. Also
includes a total of 8,904 shares of restricted stock granted in 1993
and 1994 under the Stock Plan. Does not include 6,006 restricted, but
not yet issued, shares granted under the Stock Plan as of October 1,
1995 and pursuant to the Incentive Plan as described in the Summary
Compensation Table elsewhere herein.
(i) Includes 372,280 shares held directly and 297,696 shares held
in an IRA account for which Mr. Woodworth holds sole voting and
investment power.
(j) Represents less than 1% of class.
PROPOSAL 1: ELECTION OF DIRECTORS
The following nine (9) persons have been nominated for election as
directors of the Company to serve until the next Annual Meeting of
Stockholders or until their successors are elected and shall qualify.
Unless authority to do so is withheld, the persons named as proxies
intend to vote in favor of the election of said nominees. The voting
requirements for approval of this proposal are more particularly
described under "Voting Securities" elsewhere herein.
Dir-
Principal Occupation During Last ector
Name Age Five Years Since
Charles B. Johnson 62 President, Chief Executive Officer 1969
and Director of the Company;
Chairman and Director, Franklin
Advisers, Inc. and
Franklin/Templeton Distributors,
Inc.; Director, Templeton
Worldwide, Inc., Franklin Bank,
and Franklin/Templeton Investor
Services, Inc.; officer and/or
director, as the case may be, of
most other principal domestic
subsidiaries of the Company;
director, trustee or managing
general partner, as the case may
be, of 34 of the investment
companies in the Franklin Group of
Funds and 24 of the investment
companies in the Templeton Family
of Funds, and officer of most of
such investment companies; and
Director, General Host
Corporation;.
Rupert H. Johnson, Jr. 55 Executive Vice President and 1969
Director of the Company; Director
and President, Franklin Advisers,
Inc.; Director and Executive Vice
President, Franklin/Templeton
Distributors, Inc.; Director,
Franklin/Templeton Investor
Services, Inc., Templeton
Worldwide, Inc., and Franklin
Bank; officer and/or director, as
the case may be, of most other
principal domestic subsidiaries of
the Company; director, trustee or
managing general partner, as the
case may be, of 34 of the
investment companies in the
Franklin Group of Funds and 6 of
the investment companies in the
Templeton Family of Funds, and
officer of all of the investment
companies in the Franklin Group of
Funds.
Judson R. Grosvenor, 74 Prior to 1979, a vice president of 1971
LHD the Company and regional sales
manager of Franklin/Templeton
Distributors, Inc.; also, formerly
a partner in a member firm of the
NYSE and an allied member of the
NYSE. Over 30 years experience in
the investment industry. Also
engaged in the hotel industry as a
developer, builder, and operator.
Louis E. Woodworth 62 Private investor. President, 1981
Alpine Corp.(private investments)
Harry O. Kline 68 Prior to 1988, a vice president 1990
and regional sales manager of
Franklin/Templeton Distributors,
Inc. Over 40 years experience in
the investment industry.
Harmon E. Burns 50 Executive Vice President, Director 1991
and Secretary of the Company;
Executive Vice President, Franklin
Advisers, Inc. and
Franklin/Templeton Distributors,
Inc.; Director, Templeton
Worldwide, Inc.,
Franklin/Templeton Investor
Services, Inc., and Franklin Bank;
officer and/or director, as the
case may be, of most other
principal domestic subsidiaries of
the Company; director, trustee or
managing general partner, as the
case may be, of 11 of the
investment companies in the
Franklin Group of Funds and 6 of
the investment companies in the
Templeton Family of Funds, and
officer of all of the investment
companies in the Franklin Group of
Funds.
F. Warren Hellman 61 Partner, Hellman & Friedman 1992
(private equity investments);
Director and General Partner,
Matrix Partners; Director,
American President Companies,
Ltd.; Levi Strauss Associates,
Inc.; and Williams-Sonoma, Inc.
Peter M. Sacerdote 58 Limited Partner and Chairman of 1993
the Investment Committee of the
Goldman Sachs Group, L.P.
(investment banking) and G.S.
Capital Partner, L.P. (merchant
banking fund). Formerly, General
Partner of Goldman Sachs Group,
L.P.; Director, Weis Markets,
Inc.; and Qualcomm, Inc.
Charles E. Johnson 38 Senior Vice President of the 1993
Company; President and Director,
Templeton Worldwide, Inc.;
President, Franklin Institutional
Services Corporation; Senior Vice
President, Franklin/Templeton
Distributors Inc.; Chairman,
Franklin Agency, Inc.; Vice
President, Franklin Advisers,
Inc.; officer and/or director, as
the case may be, of other domestic
and international subsidiaries of
the Company; director, trustee or
managing general partner, as the
case may be, of 8 of the
investment companies in the
Franklin Group of Funds and 5 of
the investment companies in the
Templeton Family of Funds, and
officer of some of such investment
companies; employed in various
capacities by the Company or its
subsidiaries since 1985.
Franklin Advisers, Inc., Franklin/Templeton Distributors, Inc.,
Franklin Bank, Franklin Agency, Inc., Franklin Institutional Services
Corporation, Franklin/Templeton Investor Services, Inc. and Templeton
Worldwide, Inc. are all wholly-owned subsidiaries of the Company.
Mr. Hellman is a principal in Hellman & Friedman, which is a part
of a group which purchased from the Company in connection with the
Acquisition, $150,000,000 of 6.25% subordinated debentures of
Templeton Worldwide, Inc., a wholly-owned subsidiary of the Company,
with options attached to purchase 4,721,435 shares of Common Stock at
$31.77 per share, subject to adjustments. In connection with that
transaction, Hellman & Friedman Capital Partners II, L.P., one of the
members of that investors group, received the right to nominate Mr.
Hellman for election as a member of the Board of Directors, and the
Company has agreed, to the extent permitted by law, to use its best
efforts to cause Mr. Hellman to become nominated and to vote all
shares for which the Company's management holds proxies or is
otherwise entitled to vote in favor of the election of Mr. Hellman.
Charles B. Johnson and Rupert H. Johnson, Jr. are brothers. Peter
M. Sacerdote is a brother-in-law of Charles B. Johnson and Rupert H.
Johnson, Jr. Charles E. Johnson is the son of Charles B. Johnson and
the nephew of Rupert H. Johnson, Jr. and Peter M. Sacerdote.
During the fiscal year ended September 30, 1995, directors who are
not officers of the Company received a standard fee of $6,000 per
quarter, plus $2,000 per meeting attended. No additional fees are paid
to directors who serve on committees of the Board. Directors of the
Company, who are retired from other employment and not otherwise
eligible for group health coverage under the group health plan of the
Company or any other corporation by whom they are or were employed,
are entitled to receive reimbursement by the Company of the cost of
health insurance coverage comparable to that provided to employees of
the Company. During the fiscal year ended September 30, 1995, Harry O.
Kline and Louis E. Woodworth were reimbursed $1,620 and $1,632,
respectively, for such expenses.
The Company has established a policy permitting the deferral of
payment of directors' fees and treatment of such deferral amounts as
hypothetical investments in the Common Stock of the Company on the
dates such fees would otherwise be payable to a director. Such
deferral can be terminated by either the Company or a director upon
ninety (90) days notice. Upon termination of such deferral, the
Company is obligated to pay a director an amount equal to such
hypothetical investment in the Company's Common Stock, including
reinvestment of dividends, based upon the closing price on the NYSE on
the date of such termination. During the fiscal year, Louis E.
Woodworth elected to defer directors' fees. As of September 30, 1995,
the amount accrued for Mr. Woodworth's benefit pursuant to such
deferral policy based upon the 1995 Price (as hereinafter defined) of
the Company's stock was $71,832.
The Board has also adopted a policy whereby, upon reaching the age
of 75, directors who are not also officers or employees of the Company
will retire and not stand for re-election and will become eligible to
serve as a Director Emeritus, without voting authority. Each Director
Emeritus will receive such compensation from the Company as is
established by the Board and will be available to provide such
services to the Board as may be mutually determined. In accordance
with the policy and in recognition of his services, Mr. Samuel Morse,
a director of the Company from its inception until 1990, currently
serves as a Director Emeritus and receives compensation equal to the
compensation paid to a director who attends each meeting of the Board.
During the fiscal year ended September 30, 1995, the following
persons inadvertently failed to file in a timely manner in accordance
with Section 16 of the Securities Exchange Act of 1934 the following
transactions: Gordon F. Jones, a Vice President, an initial Form 3
due upon becoming an officer in March 1995 and reporting an option for
15,000 shares of Company stock; and Judson R. Grosvenor, a director, a
Form 4 reporting the sale of 15,000 shares during May 1995. Both
Forms were transmitted for filing by express courier one (1) day late.
Board and Committee Meetings
The Board of Directors held five (5) meetings (exclusive of
committee meetings) during the preceding fiscal year. Each director
attended at least seventy-five percent (75%) of the aggregate of the
total number of Board meetings and the total number of committee
meetings of which each such director is a member held during such
period. The Board has established an Audit Committee and a
Compensation Committee. The Board does not have a nominating
committee.
The Audit Committee of the Board of Directors consists of Mr.
Woodworth (Chairman) and Messrs. Grosvenor and Kline. Each of the
foregoing is a director who is not employed by the Company. The Audit
Committee is responsible for reviewing and helping to ensure the
integrity of the Company's financial statements. The Audit Committee
reviews the Company's financial statements and internal accounting
controls. The Committee meets with the Company's independent
accountants and reviews the scope of their audit and their report and
recommendations. The Audit Committee also recommends to the Board the
selection of the Company's independent accountants. The Committee met
one (1) time during the preceding fiscal year.
The Compensation Committee of the Board of Directors consists of
Mr. Hellman (Chairman) and Messrs. Sacerdote and Woodworth. The
Compensation Committee was established to review and set the
compensation of the Chief Executive Officer, to determine the general
policies and guidelines pursuant to which the compensation of the
other executive officers is made and to perform other duties as
assigned from time to time by the Board. The Compensation Committee
also administers the Incentive Plan and the Stock Plan. The
Compensation Committee met four (4) times during the preceding fiscal
year.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
The Company's compensation program for executive officers
(including the Chief Executive Officer) consists primarily of salary
and annual incentive bonuses based upon individual and Company
performance. A portion of the bonuses may be paid in the form of
shares of restricted stock which are vested over a several year
period. For fiscal 1995, such shares were granted in equal
installments over a three (3) year vesting period.
Executive officers also participate in either a profit sharing, or
a combined profit sharing and 401(k) plan, and are entitled to receive
medical, life and disability insurance coverage and other corporate
benefits generally available to most employees of the Company.
Contributions to the Company's profit sharing plan are determined by
the Board, which takes into consideration the profitability of the
Company. Effective as of January 1, 1996, the Company's two different
profit sharing plans will be merged and all executive officers will
participate in a single plan.
In January 1995, the salary of the Chief Executive Officer, Mr.
Charles B. Johnson, was increased by five percent (5%). The Committee
has determined that Mr. C. B. Johnson will continue to participate in
the Incentive Plan. Bonuses paid to Mr. C. B. Johnson under this Plan
depend upon both Company performance and Mr. C. B. Johnson's
performance as determined annually by the Committee. The Committee has
also taken into account Mr. Johnson's position as a principal
shareholder of the Company in determining his compensation and in the
award of a bonus to him exclusively in cash.
The salaries of the two executive vice presidents, Rupert H.
Johnson, Jr., and Harmon E. Burns were determined by the Chief
Executive Officer in consultation with such individuals. Such salaries
were increased five percent (5%) in January 1995. Effective January 1,
1995, the salary of Charles E. Johnson was increased by twenty-three
percent (23%) and was determined by the Chief Executive Officer in
consultation with the Committee. This increase was due to the
increase in Mr. C. E. Johnson's responsibilities as the chief
executive of Templeton Worldwide, Inc., which contributed
significantly to the Company's profitability during the fiscal year.
Such officers are also participants in the Incentive Plan, pursuant to
which a substantial portion of their annual compensation will be
dependent upon the Company's performance. A substantial portion of Mr.
C. E. Johnson's compensation was in the form of an award of stock
under the Stock Plan relating to his activities in connection with the
Acquisition and the integration and development of Templeton since the
Acquisition. An additional portion was in the form of an award of
restricted stock under the Incentive Plan, such stock to vest over a
three-year period of time.
In October 1994, Mr. Flanagan's salary was increased five percent
(5%). The compensation of Mr. Flanagan for the fiscal year ended
September 30, 1995 was primarily determined in accordance with his
employment contract, which provided for salary, an incentive bonus
plan and participation in corporate benefit plans. A substantial
portion of Mr. Flanagan's incentive bonus was in the form of an award
of restricted stock vesting over a three-year period under the
Incentive Plan.
Bonus payments to executive officers, including the Chief Executive
Officer, are determined by the Committee under the Incentive Plan. As
a general matter, the size of the pool available for such bonus
payments is a percentage of pre-tax operating income of the Company,
which consists of net operating income, exclusive of passive income
and calculated before interest, taxes, and extraordinary items and
after accrual of awards under the Plan. In determining the percentage,
the Committee considers a variety of factors including the performance
of the Company's stock as compared to the indices set forth in the
performance graph included in this Proxy Statement; the increase in
book value of the Company's common stock; the more than 200% increase
of the Company's net income from the fiscal year ended September 30,
1990 to the fiscal year ended September 30, 1995; the approximate 340%
increase in the market capitalization of the Company from fiscal 1990
to fiscal 1995; and the general stability of the Company's profit
margin since the Acquisition. The Committee considered a number of
factors, but no specific weighting was given to any particular factor
in determining the percentage for the pool. The Committee also
considered the continuing changes in the Company's financial and
business structure as a result of the Acquisition and the successful
management of such changes.
In its review of compensation, and, in particular, in determining
the amount and form of actual awards under the Plan for the Chief
Executive Officer and the other executive officers, the Committee
considered amounts paid to executive officers in prior years as
salary, bonus and other compensation, the Company's overall
performance during the prior five (5) year period, and its future
objectives and challenges. Although the Committee considered a number
of different individual and Company performance factors, no specific
weighting was given to any such factor.
The Committee believes that the opportunity to earn awards under
the Incentive Plan motivates executive officers to achieve results.
Moreover, the payment of incentive compensation in the form of stock
of the Company aligns the interests of the management of the Company
with those of its shareholders and further encourages them to focus on
the long range growth and development of the Company.
Section 162(m) of the Internal Revenue Code, which limits the
deductibility by the Company of certain executive compensation for
federal income tax purposes, applied for the first time to the Company
in the fiscal year ended September 30, 1995. The Committee recognized
the potential effects of Section 162(m) on the Company in determining
incentive compensation awards for the year ended September 30, 1995,
but believed that the compensation awards granted for such fiscal year
were commensurate with the performance of the covered employees and
were necessary and appropriate to meet competitive requirements.
The Committee also considered the fact that significant portions of
the compensation paid to Mr. Flanagan arose out of various contractual
arrangements entered into in connection with the Templeton Acquisition
and that the deductibility thereof might not be limited by Section
162(m). In addition, the Committee considered the fact that certain
portions of restricted stock awards granted to Mr. C. E. Johnson
related to activities in connection with the Templeton Acquisition and
the subsequent integration of Templeton into the Company.
The Committee is currently studying the feasibility of
modifications to the Company's compensation structure to determine if
such modifications can meet the strict deductibility requirements of
Section 162(m) and still meet the long-term business needs of the
Company.
Respectfully Submitted:
Compensation Committee
F. Warren Hellman, Chairman
Peter M. Sacerdote
Louis E. Woodworth
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended September 30, 1995, Goldman Sachs &
Co., the parent company of which Mr. Sacerdote is a limited partner
("Goldman"), served as an agent for the sale of notes under the
Company's medium-term note and commercial paper programs and received
payments in connection with the sale of such commercial paper. In
addition, in connection with its cash management activities, the
Company entered into several swap transactions with Goldman exchanging
floating rate debt for fixed rate debt. Fees paid to such investment
banking firm did not exceed five percent (5%) of such firm's
consolidated gross revenues for such firm's last full completed fiscal
year.
Employment Contracts
Mr. Charles B. Johnson has an employment contract with the Company
pursuant to which the Company is obligated, in the event of Mr.
Johnson's death or permanent disability, to pay one year's salary.
Under the contract, Mr. Johnson is employed as the President and Chief
Executive Officer at a salary determined from time to time by the
Board of Directors, which has assigned the review of Mr. Johnson's
compensation arrangements to the Compensation Committee.
Mr. Flanagan was party to a three (3) year employment contract
entered into at the time of the Acquisition (the "Flanagan Agreement")
which ended on October 31, 1995 and which provided for the payment to
him of annual compensation of at least $450,000. During the fiscal
year ended September 30, 1995, in addition to the salary set forth in
the Summary Compensation Table elsewhere herein, pursuant to the
Flanagan Agreement, Mr. Flanagan was paid $192,000 in a special bonus
payment and, on October 30, 1994, he received 100,000 shares of
Franklin restricted stock of the Company previously issued pursuant to
such agreement and valued at $26.08 per share as of the date such
grant vested. The Company purchased 25,000 of such 100,000 shares from
Mr. Flanagan on October 31, 1994 at $40.875 per share, the closing
price of such shares on the NYSE on October 31, 1994. The Flanagan
Agreement also provided for participation in an operating bonus plan.
For the fiscal year ended September 30, 1995, Mr. Flanagan was paid
$600,000 in bonuses under the Incentive Plan and also received a
restricted stock award of 10,630 shares under the Stock Plan and such
Incentive Plan as detailed in the Summary Compensation Table elsewhere
herein.
<TABLE>
<CAPTION>
COMPENSATION TABLES AND OTHER INFORMATION
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
Restricted
Name and Principal Stock All Other
Position Year Salary Bonus Awards(l) Compensation
<S> <C> <C> <C> <C> <C>
Charles B. Johnson 1995 $518,750 $ 260,000 $ 19,714(a)
President, CEO 1994 $483,268 $ 259,842 $ 20,760(a)
1993 $425,572 $ 216,535 $ 21,006(a)
Rupert H. Johnson, Jr., 1995 $466,875 $ 226,000 $ 338,997(b) $ 19,714(a)
Executive Vice 1994 $431,500 $ 225,600 $ 338,394(c) $ 30,000(a)
President 1993 $368,500 $ 188,000 $ 187,991(d) $ 27,435(a)
Harmon E. Burns, 1995 $466,875 $ 225,200 $ 337,811(b) $ 19,714(a)
Executive Vice 1994 $431,500 $ 225,600 $ 338,394(c) $ 20,760(a)
President 1993 $368,500 $ 188,000 $ 187,991(d) $ 21,006(a)
Martin L. Flanagan, 1995 $682,500 $ 400,000 $ 599,989(b) $ 19,714(a)
Senior Vice President, 1994 $650,000 $ 400,000 $ 599,986(c) $122,753(k)
Chief Financial 1993 $442,500 $5,171,280(f) $6,651,302(g) $844,760(h)
Officer(e)
Charles E. Johnson, 1995 $549,375 $ 400,000 $2,499,989(b) $ 22,500(a)
Senior Vice President 1994 $351,164 $ 280,000 $ 419,983(c) $ 98,209(a),(i)
1993 $248,201 $ 290,731(i) $ 342,679(j) $ 21,006(a)
</TABLE>
(a) Represents Company contributions to the Company's combined
Profit Sharing/401(k) defined contribution plan (the "Main Plan") for
Messrs. C. B. Johnson, R. H. Johnson, Jr., H. E. Burns and for M. L.
Flanagan for 1995. For Mr. C. E. Johnson, represents contributions to
a profit sharing plan of a subsidiary (the "Subsidiary Plan") for
1995; a combination of a contribution to the Subsidiary Plan and the
Main Plan for 1994; and a contribution to the Main Plan for 1993.
(b) Represents shares of to-be-issued restricted stock of the
Company granted as of October 1, 1995 by the Compensation Committee of
the Board of Directors for the fiscal year ended September 30, 1995 in
the following amounts: Mr. R. H. Johnson, Jr., 6,006; Mr. H. E. Burns,
5,985; Mr. M. L. Flanagan, 10,630; and Mr. C. E. Johnson, 10,630. Such
shares vest in approximately equal one third (1/3) increments on
September 30, 1996, September 30, 1997 and September 30, 1998. Such
shares were granted at a grant price of $56.443, representing the
average of the closing price of the Company's Common Stock on the NYSE
on September 29, 1995 and the five (5) trading days before and after
such date. For Mr. C. E. Johnson, also includes a grant of 50,000
shares of Company stock on March 22, 1995 at $38.00 per share.
(c) Represents shares of restricted stock vested or vesting in
approximately equal installments on each of October 1, 1995, October
1, 1996, and October 1, 1997, granted by the Compensation Committee of
the Board of Directors of the Company as of September 30, 1994 in the
following amounts: Mr. R. H. Johnson, Jr., 9,191; Mr. H. Burns, 9,191;
Mr. M. Flanagan, 16,296; and Mr. C. E. Johnson, 11,407. Such shares
were granted at a grant price of $36.818, representing the average of
the closing price on the NYSE on September 30, 1994 and the five (5)
trading days before and after such date.
(d) Represents 4,166 shares of restricted stock granted to Messrs.
H. E. Burns and R. H. Johnson, Jr. vested or vesting in approximately
equal installments on each of October 1, 1995, October 1, 1996, and
October 1, 1997, granted on December 8, 1993 at a grant price of
$45.125 per share, which was equal to the closing price of the
Company's Common Stock on the NYSE on December 7, 1993 (the "1993
Price").
(e) Includes compensation for Mr. Flanagan only since commencement
of employment on November 1, 1992. Mr. Flanagan served as an officer
and director of various subsidiary companies of the Company until his
election as Senior Vice President of the Company on March 15, 1993.
(f) Includes $4,800,000 paid under the Flanagan Agreement, $179,280
in a fiscal 1993 bonus payment, and an additional $192,000 paid under
the Flanagan Agreement in November 1994.
(g) Includes 144,724 shares of the Company's Common Stock issued to
Mr. Flanagan in a transaction in which restricted shares of Templeton
were converted into restricted shares of the Company's Common Stock at
a value of $26.08 per share, which represented an agreed upon price
which was equal to the fair market value of the Company's Common Stock
at the time of such agreement. Original vesting dates for such shares
were retained resulting in vesting of some of such shares within three
(3) years of the new issue date but five (5) years from the original
grant date. At September 30, 1995, 84,677 of such shares had vested
and 60,047 of such shares had not vested. Such unvested restricted
shares had a then aggregate market value based upon the closing price
on the NYSE of the Company's Common Stock on September 29, 1995 (the
last trading day of the fiscal year) of $57.625 per share (the "1995
Price") (assuming no restrictions) of $4,879,512. The vesting schedule
for the remaining shares is as follows for the year ending September
30, 1996, 41,638 shares; and for the year ending September 30, 1997,
18,409. Also includes 5,959 shares of restricted stock vested or
vesting in installments of 1,987, 1,986, and 1,986 shares respectively
on each of October 1, 1995, October 1, 1996 and October 1, 1997
granted on December 8, 1993, at the 1993 Price. Also includes 100,000
now vested restricted shares issued in connection with the Flanagan
Agreement valued at $26.08 per share as more particularly described
under "Employment Contracts" elsewhere herein.
(h) Represents the sum of the following (i) forgiveness in March
1993 of a $100,000 loan made by Templeton prior to the Acquisition;
(ii) $500,000 in deferred cash compensation payable on January 1, 1997
based upon continued employment through that date and subject to
increase or decrease based upon the investment performance of
Templeton Growth Fund from January 1, 1992 to January 1, 1997; (iii) a
$30,000 contribution to the Subsidiary Plan; and (iv) $214,760 paid to
Mr. Flanagan to cash out certain options held by him for Templeton
shares.
(i) The bonus amount for fiscal 1993 for Mr. C. E. Johnson includes
a commission of $164,567 for 1993. All other compensation for fiscal
1994 includes forgiveness of indebtedness of $68,209 representing a
loan by the Company to Mr. C. E. Johnson in order to exercise Company
stock options.
(j) Represents 7,594 shares of restricted stock granted on
December 8, 1993 at the 1993 Price and vested or vesting in
approximately equal installments on each of October 1, 1995, October
1, 1996, and October 1, 1997.
(k) Includes forgiveness during the fiscal year of a loan to Mr.
Flanagan in the amount of $100,000 and a $22,753 contribution to the
Main Plan.
(l) Upon issuance, restricted shares have the same rights as other
shares of the Company's Common Stock. Based upon the 1995 Price, the
value of the restricted stock holdings of the persons listed in the
Summary Compensation Table was as follows: Charles B. Johnson, $0;
Rupert H. Johnson, Jr., $859,189; Harmon E. Burns, $857,979; Martin L.
Flanagan, $4,927,687; and Charles E. Johnson, $1,342,432.
PERFORMANCE GRAPH
The following performance graph compares the performance of an
investment in the Company's Common Stock for the last five (5) fiscal
years to that of the Standard & Poor's 500 Composite Stock Price Index
and to the Standard and Poor's MidCap 400 Index. The graph assumes
that the value of the investment in the Company's Common Stock, and
each index was $100 on September 30, 1989 and that all dividends were
reinvested. Many companies with principal lines of business that might
be deemed to be in competition with the Company are not publicly
traded. Although there are some publicly traded companies that have
lines of business comparable to the Company, such lines of business
are not generally the principal line of business for such companies
and, therefore, a comparison of stock performance or a construction of
a peer group index is not appropriate. Therefore, the Company has
chosen the Standard and Poor's MidCap 400, an index of which it is
part, as an index of issuers with similar market capitalization for
comparative purposes.
<TABLE>
<CAPTION>
Comparison of Five Year Cumulative Total Return
Franklin Resources, Inc., S&P 500 and S&P MidCap
Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FY90
Franklin
Resources: $100 $90 $95 $113 $122 $129 $133 $141 $142 $133 $139 $145
S&P 500: $100 $100 $106 $109 $114 $122 $125 $125 $131 $125 $130 $133
S&P MidCap: $100 $97 $106 $112 $121 $132 $138 $138 $145 $137 $145 $151
FY91
Franklin
Resources: $137 $172 $165 $214 $207 $194 $190 $192 $181 $188 $227 $239
S&P 500: $131 $133 $128 $142 $140 $141 $139 $143 $143 $141 $147 $144
S&P MidCap: $150 $156 $151 $169 $172 $174 $168 $166 $167 $163 $171 $167
FY92
Franklin
Resources: $221 $248 $287 $267 $301 $282 $293 $266 $291 $301 $329 $348
S&P 500: $146 $146 $151 $153 $154 $156 $160 $156 $160 $161 $160 $166
S&P MidCap: $169 $173 $183 $189 $191 $189 $195 $190 $199 $200 $199 $207
FY93
Franklin
Resources: $378 $367 $340 $352 $382 $341 $313 $292 $285 $286 $284 $304
S&P 500: $165 $168 $166 $168 $174 $169 $162 $164 $167 $163 $168 $175
S&P MidCap: $210 $210 $206 $215 $220 $217 $207 $209 $207 $200 $206 $217
FY94
Franklin
Resources: $289 $316 $294 $276 $263 $300 $302 $313 $340 $347 $389 $428
S&P 500: $171 $175 $168 $171 $175 $182 $187 $193 $200 $205 $212 $212
S&P MidCap: $213 $215 $206 $208 $210 $221 $225 $229 $235 $244 $257 $262
FY95
Franklin
Resources: $450
S&P 500: $221
S&P MidCap: $268
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prior to the Acquisition, Templeton loaned Mr. Flanagan monies
secured by a mortgage on Mr. Flanagan's then residence in Nassau,
Bahamas. Such loan is still outstanding to a subsidiary of the Company
and bears interest at the rate of 5.98%. The largest aggregate amount
outstanding during the fiscal year was $516,432.
The Company has generally followed a policy of making loans to
employees for the purpose of exercising stock options. No loans were
made to executive officers for purposes of exercising stock options
during the fiscal year.
During the fiscal year, loans were also outstanding to certain
executive officers of the Company from Franklin Bank, a subsidiary of
the Company. Such loans were made in the ordinary course of business
and on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable
transactions and did not involve more than the normal risk of
collectibility or present other unfavorable features. In addition,
certain executive officers were holders of credit cards issued by
Franklin Bank upon substantially the same terms as those prevailing at
the time for comparable cards issued to other Franklin Bank customers.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Coopers &
Lybrand L.L.P. ("C&L") as independent certified public accountants to
audit the books and accounts of the Company for its current fiscal
year ending September 30, 1996. C&L has no direct or indirect
financial interest in the Company. During the fiscal year ended
September 30, 1995, the audit services provided by C&L consisted of
the rendering of opinions on the financial statements of the Company
and its subsidiaries. C&L also rendered opinions on the financial
statements of open and closed-end investment companies managed and
advised by subsidiaries of the Company. In addition, C&L provides tax
consulting services for the Company and its management consulting
division has been engaged as consultant to assist the Company in the
conversion of certain of its shareholder services computer systems.
The Board of Directors recommends ratification of their appointment.
It is the intention of the persons named as proxy holders to vote for
such ratification. The voting requirements for approval of this
proposal are more particularly described under "Voting Securities"
elsewhere herein. It is not expected that a representative of the
accountants will be present at the Annual Meeting.
SHAREHOLDER PROPOSALS
Any shareholder intending to present any proposal for consideration
at the Company's next Annual Meeting must, in addition to meeting
other applicable requirements, mail such proposal to the Company so
that it is received at the Company's executive offices no later than
August 30, 1996 and in such form as is required under the rules and
regulations promulgated by the Securities and Exchange Commission.
OTHER MATTERS
So far as the management of the Company is aware, only the
aforementioned matters will be acted upon at the Annual Meeting of
Stockholders. If any other matters properly come before the meeting,
it is intended that the accompanying proxy may be voted on such
matters in accordance with the views of management.
IF YOU CANNOT PERSONALLY ATTEND THE MEETING, PROMPT EXECUTION AND
RETURN OF THE ENCLOSED PROXY IS REQUESTED. A SELF-ADDRESSED, POSTAGE-
PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
FRANKLIN RESOURCES, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned does hereby constitute and appoint Charles B.
Johnson, Harmon E. Burns, Deborah R. Gatzek and Leslie M. Kratter
or any of them, the attorneys and proxies of the undersigned with
full power of substitution and appointment, collectively and as
individuals, to vote all the undersigned's shares of Common Stock
of Franklin Resources, Inc. (the "Company") at the Annual Meeting
of Stockholders of the Company, to be held at the offices of the
Company, 777 Mariners Island Blvd., San Mateo, California at 10:00
a.m., Pacific Standard Time, on January 25, 1996 and at any and
all adjournments or postponements thereof, upon the matters set
forth on the reverse side.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, IT
WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE NOMINEES
SPECIFIED IN THE PROXY STATEMENT AND FOR ITEM 2. IF ANY OTHER
MATTERS DO COME BEFORE THE MEETING, THE PERSONS NAMED IN THIS
PROXY WILL VOTE, ACT AND CONSENT WITH RESPECT THERETO IN
ACCORDANCE WITH THE VIEW OF MANAGEMENT.
Continued and to be signed and dated on the reverse side.
1. ELECTION OF DIRECTORS: FOR all nominees listed below.__
WITHHOLD AUTHORITY to vote for all nominees listed below.__
*EXCEPTIONS___
Nominees: H. E. Burns; J. Grosvenor; F. W. Hellman C. B.
Johnson; C. E. Johnson; R. H. Johnson, Jr.; H. Kline; P.
Sacerdote; L. Woodworth
*Exceptions _________________________________________________
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, mark the "Exceptions" box and write that nominee's name
in the space provided.
2. Ratification of the selection of Coopers & Lybrand L.L.P. as
independent public accountants for the fiscal year ending
September 30, 1996.
FOR__ AGAINST__ ABSTAIN__
3. In their discretion, the proxy holders are authorized to vote
upon such other business which may come before the Meeting.
Change of Address Mark Here ___
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
Note: Please sign exactly as your name appears on the proxy. If
signing for estates, trusts or corporations, title or capacity
should be stated. If shares are held jointly, each holder should
sign.
Dated:____________________, 1996
_________________
Signature
_________________
Signature
Votes must be indicated (X) in Black or Blue Ink. ___
