As filed with the Securities and Exchange Commission on October 4, 1996
Registration No. 333-12101
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
AND POST-EFFECTIVE AMENDMENT 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 of (I.R.S. Employer Identification No.)
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
VICE PRESIDENT AND
ASSISTANT SECRETARY
FRANKLIN RESOURCES, INC.
777 MARINERS ISLAND BLVD.
SAN MATEO, CALIFORNIA 94404
(415) 312-3000
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copies to:
JEFFREY E. TABAK, ESQ. ERIC S. HAUETER, ESQ.
WEIL, GOTSHAL & MANGES LLP BROWN & WOOD LLP
767 FIFTH AVENUE 555 CALIFORNIA STREET
NEW YORK, NEW YORK 10153 SAN FRANCISCO, CALIFORNIA 94104
(212) 310-8000 (415) 772-1200
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration s atement number of the earlier effective
registration statement for the same offering.[_] __________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]____________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [x]
__________________
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus included
in this Registration Statement is a combined Prospectus and relates to this
Registration Statement and Registration Statement No. 33-53147 previously filed
by the Registrant on Form S-3 and declared effective on May 19, 1994. This
Registration Statement also constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 33-53147, and such Post-Effective Amendment shall
hereafter become effective concurrently with the effectiveness of this
Registration Statement in accordance with Section 8(c) of the Securities Act of
1933.
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
thereafter shall become effective in accordance with Section 8(c) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(c),
may determine.
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses in connection with this Registration
Statement. All such expenses are estimates, other than the filing fee payable to
the Securities and Exchange Commission.
Item Amount
---- ------
SEC registration fee $ 137,932
Trustee's fees and expenses $ 10,000
Printing and engraving expenses $ 25,000
Legal fees and expenses $ 25,000
Accounting fees and expenses $ 10,000
Blue Sky fees and expenses $ 15,000
Miscellaneous $ 27,068
---------
Total $ 250,000
=========
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") is
applicable to the officers, directors, employees and agents of the Company
("Covered Persons") and provides certain specific statutory rights and
limitations on indemnification to persons involved as plaintiff or defendant in
actual or threatened litigation or an investigation by reason of the status of
such person as an officer, director, employee or agent of a corporation.
Indemnification of Covered Persons for judgments or amounts paid in settlement
in civil cases, including attorneys' fees and other expenses is permitted,
provided such action or civil case is not brought by or in the right of the
corporation. In such instance, a Covered Person seeking indemnification must
have acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation in respect of the claim; or, in
addition, in the case where a Covered Person is seeking indemnification for
fines and costs in a criminal action, such Covered Person did not have
reasonable cause to believe his conduct was unlawful.
Indemnification of a Covered Person for expenses, including attorneys'
fees, in connection with actions brought by or in the right of the corporation
is also permitted but only where such Covered Person shall not have been
adjudged to be liable to the Company unless a court determines that despite such
finding of liability, indemnification for such expenses is proper in view of all
the circumstances of the matter.
The DGCL requires that a corporation indemnify a Covered Person to the
extent such Covered Person has been successful on the merits in connection with
any action described therein, provides procedures for determining the merits of
indemnification by the corporation and permits an unsecured advance of expenses
prior to the final disposition of such proceeding 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
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<PAGE>
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 173 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 as provided in Section 145 of the DGCL.
The Company has also entered into indemnification agreements (the
"Indemnification Agreements") with its directors, some of whom are also
executive officers (the "Indemnified Persons") which provide for the prompt
indemnification "to the fullest extent permitted by law," and the prompt
advancing, of attorneys' fees and all other costs, expenses and obligations
(collectively, "Expenses") paid or incurred by the Indemnified Person in
connection with the investigation, defending, being a witness or otherwise
participating in any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation that the Indemnified Person in good
faith believes might lead to the institution of any such action, suit or
proceeding (any of the foregoing, a "Claim") related to the fact that the
Indemnified Person is or was a director, officer, employee, agent or fiduciary
of the Company or is or was serving at the request of the Company as a director,
officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by a director in any such capacity.
However, the Indemnification Agreements prohibit such indemnification (i) in
connection with any Claim initiated by the Indemnified Person against the
Company or any director or officer of the Company when the Company has joined in
or consented to such Claim, or (ii) if the Board of Directors or other person or
body appointed by the Board of Directors (the "Reviewing Party") determines that
such indemnification is not permitted under applicable law (and, in the event of
such determination, requires the Indemnified Person to reimburse the Company for
all amounts theretofore paid in respect of such indemnification).
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 other 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.
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<PAGE>
<PAGE>
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.
Item 16. EXHIBITS
1* Form of Distribution Agreement
4.1** Indenture, dated as of May 19, 1994, between the Company and The Chase
Manhattan Bank (formerly Chemical Bank), as trustee
4.2*** Form of First Supplemental Indenture
4.3*** Form of Fixed Rate Note
4.4*** Form of Floating Rate Note
5* Opinion of Weil, Gotshal & Manges LLP
12* Computation of Ratio of Earnings to Fixed Charges
23.1* Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Graber & Co.
23.3* Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5)
24* Power of Attorney
25* Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank
------------------------
* Previously filed.
** Incorporated by reference from the Company's Registration Statement
on Form S-3 (Registration No. 33-53147), originally filed with the
Commission on April 14, 1994.
*** Filed herewith.
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. Notwithstanding
the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of
securities
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<PAGE>
<PAGE>
offered would not exceed that which was registered),
and any deviation from the low or high and of the
estimated maximum offering range, may be reflected in
the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that
are incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain
unsold at the termination of the offering.
(d) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act 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) That, for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed
as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.
(f) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(g) That, 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 foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the 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, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
hereby 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 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Mateo, State of California, on the 4th day of October, 1996.
FRANKLIN RESOURCES, INC.
By: /s/ LESLIE M. KRATTER
--------------------------------
Leslie M. Kratter
Vice President and Assistant
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following persons on the 4th day of October, 1996 in the
capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Chairman, President and Chief Executive Officer,
--------------------------- Principal Executive Officer and Director
Charles B. Johnson
* Executive Vice President, Legal and
--------------------------- Administrative, Secretary and Director
Harmon E. Burns
* Senior Vice President and Chief Financial Officer,
--------------------------- Principal Financial Officer and Principal Accounting
Martin L. Flanagan Officer
* Director
---------------------------
Rupert H. Johnson, Jr.
* Director
---------------------------
Judson R. Grosvenor
* Director
---------------------------
Charles E. Johnson
* Director
---------------------------
Harry O. Kline
* Director
---------------------------
Louis E. Woodworth
* Director
---------------------------
F. Warren Hellman
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<PAGE>
<PAGE>
* Director
---------------------------
Peter M. Sacerdote
</TABLE>
* By: /s/ LESLIE M. KRATTER
---------------------
Leslie M. Kratter
Attorney-in-Fact
II-6
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page
- ----------- ----
1* Form of Distribution Agreement
4.1** Indenture, dated as of May 19, 1994, between the Company and
The Chase Manhattan Bank (formerly Chemical Bank), as trustee
4.2*** Form of First Supplemental Indenture
4.3*** Form of Fixed Rate Note
4.4*** Form of Floating Rate Note
5* Opinion of Weil, Gotshal & Manges LLP
12* Computation of Ratio of Earnings to Fixed Charges
23.1* Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Graber & Co.
23.3* Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5)
24* Power of Attorney
25* Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of The Chase Manhattan Bank
------------------------
* Previously filed.
** Incorporated by reference from the Company's Registration Statement
on Form S-3 (Registration No. 33-53147), originally filed with the
Commission on April 14, 1994.
*** Filed herewith.
II-7
NYFS08...:\60\46360\0018\1798\FRM6266P.28D
<PAGE>
EXHIBIT 4.2
============================================================
FIRST SUPPLEMENTAL INDENTURE
Dated as of October ___, 1996
between
FRANKLIN RESOURCES, INC.
and
THE CHASE MANHATTAN BANK,
as Trustee
============================================================
<PAGE>
<PAGE>
FIRST SUPPLEMENTAL INDENTURE
----------------------------
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October ___, 1996
(this "Supplement"), by and between FRANKLIN RESOURCES, INC., a
Delaware corporation having its principal executive offices located at
777 Mariners Island
Blvd., San Mateo, California 94404 (the "Company"), and THE CHASE
MANHATTAN BANK (formerly known as Chemical Bank), a banking
corporation organized under the laws of the State of New York having
its Corporate Trust Office located at 450 West 33rd Street, New York,
New York 10001, as trustee (the "Trustee"), is to that certain
indenture, dated as of May 19, 1994 (the "Indenture"), between the
Company and the Trustee. Capitalized terms used and not otherwise
defined in this Supplement shall have the meanings ascribed thereto in
the Indenture.
R E C I T A L S
- - - - - - - -
WHEREAS, the Company desires to add Franklin Mutual Advisers,
Inc. (formerly Elmore Securities Corporation), a Delaware corporation
("FMA"), as a Material Subsidiary of the Company under the Indenture,
subject to, and effective upon, the consummation, if any, by FMA of
the acquisition of certain assets of Heine Securities Corporation
pursuant to that certain Agreement to Merge the Businesses of Heine
Securities Corporation, Elmore Securities Corporation and Franklin
Resources, Inc., dated as of June 25, 1996, as amended.
NOW, THEREFORE, THIS SUPPLEMENT WITNESSETH:
1. The definition of "Material Subsidiary" in Section 101 of
the Indenture is hereby amended and restated in its entirety as
follows:
" "Material Subsidiary" means (a) Franklin Advisers, Inc., a
California corporation, (b) Franklin/Templeton Distributors,
Inc., a New York corporation, (c) Franklin/Templeton Investor
Services, Inc., a California corporation, (d) Templeton Global
Advisers Limited (formerly Templeton, Galbraith & Hansberger,
Ltd.), a Bahamas corporation, (e) Templeton Investment Counsel,
Inc., a Florida corporation, (f) Franklin Mutual Advisers, Inc.
(formerly Elmore Securities Corporation), a Delaware corporation
("FMA"), subject to, and effective upon, the consummation, if
any, by FMA of the acquisition of certain assets of Heine
Securities Corporation pursuant to that certain Agreement to
Merge the Businesses of Heine Securities Corporation, Elmore
Securities Corporation and
<PAGE>
<PAGE>
Franklin Resources, Inc., dated as of June 25, 1996, as amended,
(g) any other Subsidiary which owns, directly or indirectly, any
of the capital stock of any corporation listed in (a) through (f)
above or any successor entity and (h) any other Subsidiary with
which any corporation listed in (a) through (f) above or any
successor entity is merged or consolidated or which acquires or
succeeds to a significant portion of the business, properties or
assets of any corporation listed in (a) through (f) above or any
successor entity."
2. Subparagraph (2) of Section 501 of the Indenture is hereby
amended and restated in its entirety as follows:
" (2) default in the payment of the principal of or any
premium on any Security of such series when it becomes due and
payable at its Maturity; or".
3. Subparagraphs (1) and (2) of Section 801 of the Indenture
are hereby amended and restated in their entirety as follows:
" (1) in case the Company shall consolidate with or merge
into another Person or convey, transfer or lease its properties
and assets as an entirety or substantially as an entirety to any
Person, the entity formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the
Company as an entirety or substantially as an entirety shall be a
Corporation organized and existing under the laws of the United
States of America, any state thereof or the District of Columbia
and shall expressly assume, by an indenture (or indentures, if at
such time there is more than one Trustee) supplemental hereto,
executed by the successor Person and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of
the principal of, any premium and interest on and any Additional
Amounts with respect to, all the Securities and the performance
of every other covenant of this Indenture on the part of the
Company to be performed or observed;
(2) immediately after giving effect to such transaction, no
Event of Default or event which, after notice or lapse of time,
would become an Event of Default, shall have occurred and be
continuing; and".
<PAGE>
<PAGE>
4. Section 802 of the Indenture is hereby amended and restated
in its entirety as follows:
" Upon any consolidation or merger or any conveyance, transfer
or lease of the properties and assets of the Company as an
entirety or substantially as an entirety to any Person in
accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and
be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and
thereafter, except in the case of a lease to another Person, the
predecessor Person shall be released from all obligations and
covenants under this Indenture, the Securities and the Coupons."
5. Nothing contained in this Supplement shall be deemed or
construed to relieve the Company or the Trustee of any of their
respective obligations under the Indenture as in effect immediately
prior to the effectiveness of this Supplement, or to impair any rights
or obligations of the Company or the Trustee under the Indenture in
any way, and, except as expressly amended by Sections 1, 2, 3 and 4
above, the Indenture shall remain and continue in full force and
effect and the Company and the Trustee hereby confirm all of the terms
and provisions of the Indenture, as amended by this Supplement.
6. This Supplement shall be governed by, any construed in
accordance with, the laws that govern the Indenture and its
construction.
7. This Supplement may be executed in multiple counterparts,
each of which shall be an original and all of which, when taken
together, shall constitute one and the same instrument.
8. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the sufficiency of this Supplement or
for or in respect of the recitals set forth above, all of which
recitals are made solely by the Company.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be executed by their duly authorized representatives as
of the date first written above.
[SEAL] FRANKLIN RESOURCES, INC.
By: _________________________
Name:
Title:
Attest:
--------------------
[SEAL] THE CHASE MANHATTAN BANK
By: _________________________
Name:
Title:
Attest:
--------------------
<PAGE>
<PAGE>
STATE OF ___________)
: SS.:
COUNTY OF ___________)
On the ______ day of October, 1996, before me personally
came _______________________, to me known, who, being by me duly
sworn, did depose and say that he is the ___________________________
of Franklin Resources, Inc., one of the persons described in and who
executed the foregoing instrument; that he knows the seal of said
Corporation; that the seal affixed to said instrument is such
Corporation's seal; that it was so affixed by authority of the Board
of Directors of said Corporation; and that he signed his name thereto
by like authority.
____________________________
Notary Public
[NOTARIAL SEAL]
<PAGE>
<PAGE>
STATE OF ____________)
: SS.:
COUNTY OF ____________)
On the ______ day of October, 1996, before me personally
came ____________________, to me known, who, being by me duly sworn,
did depose and say that he is a _________________ of The Chase
Manhattan Bank, one of the persons described in and who executed the
foregoing instrument; that he knows the seal of said Corporation; that
the seal affixed to said instrument is such Corporation's seal; that
it was so affixed by authority of the Board of Directors of said
Corporation; and that he signed his name thereto by like authority.
____________________________
Notary Public
[NOTARIAL SEAL]
NYFS08...:\60\46360\0018\1798\IND9136M.43B
<PAGE>
EXHIBIT 4.3
[FORM OF FIXED RATE GLOBAL MEDIUM-TERM NOTE]
If the registered owner of this Note (as indicated below) is
The Depository Trust Company (the "Depositary") or a nominee of
the Depositary, this Note is a Global Security and the following
legends apply:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Issuer or its agent for registration
of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND
------------------- -----------------
"INITIAL ACCRUAL PERIOD OID" BELOW WILL BE COMPLETED SOLELY FOR
--------------------------
THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES.
REGISTERED PRINCIPAL AMOUNT
No. FX CUSIP No. $
--------- --------------- ---------------
FRANKLIN RESOURCES, INC.
MEDIUM-TERM NOTE
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY:
INTEREST PAYMENT DATES
(IF OTHER THAN APRIL 15
AND OCTOBER 15):
<PAGE>
<PAGE>
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION
[ ] 30/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO .
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT:
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
OTHER PROVISIONS:
FRANKLIN RESOURCES, INC., a Delaware corporation ("Issuer"
or the "Company," which terms include any successor corporation
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to ,
or registered assigns, the principal sum of
DOLLARS at the Stated Maturity specified above (except to the
extent redeemed or repaid prior to Stated Maturity), and to pay
interest thereon at the Interest Rate per annum specified above,
until the principal hereof is paid or duly made available for
payment. Reference herein to "this Note", "hereof", "herein" and
comparable terms shall include an Addendum hereto if an Addendum
is specified above.
<PAGE>
<PAGE>
The Company will pay interest on each Interest Payment Date
specified above, commencing on the first Interest Payment Date
next succeeding the Original Issue Date specified above, and at
Stated Maturity and on any Redemption Date and Optional Repayment
Date (as defined below) (the date of each such Stated Maturity,
Redemption Date and Optional Repayment Date and the date on which
principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture, being
referred to hereinafter as a "Maturity" with respect to principal
payable on such date); provided, however, that if the Original
-------- -------
Issue Date falls between a Regular Record Date (as defined below)
and the next succeeding Interest Payment Date, interest payments
will commence on the Interest Payment Date immediately following
the next succeeding Regular Record Date to the registered Holder
on such next succeeding Regular Record Date. Except as provided
above, interest payments will be made on the Interest Payment
Dates shown above. Unless otherwise specified above, the
"Regular Record Date" with respect to any Interest Payment Date
shall be the date 15 calendar days (whether or not a Business
Day) immediately preceding such Interest Payment Date. Interest
on this Note will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided
for, from and including the Original Issue Date specified above,
to but excluding such Interest Payment Date or Maturity, as the
case may be. If the Maturity or an Interest Payment Date for
this Note falls on a day which is not a Business Day, the related
payment of principal, premium, if any, or interest will be made
on the next succeeding Business Day with the same force and
effect as if made on such Maturity or Interest Payment Date, as
the case may be, and no interest shall accrue on the amount so
payable for the period from and after such Maturity or Interest
Payment Date, as the case may be. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date
for such Interest Payment Date. Any such interest which is
payable, but not punctually paid or duly provided for on any
Interest Payment Date (herein called "Defaulted Interest"), shall
forthwith cease to be payable to the registered Holder on such
Regular Record Date, and may either be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Note
not less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner, all as more fully
provided in the Indenture. Interest payable at Maturity will be
payable to the Person to whom the principal hereof shall be
payable.
<PAGE>
<PAGE>
Notwithstanding anything else contained herein, if this Note
is a Global Security as specified on the face hereof and is held
in book-entry form through the facilities of the Depositary,
payments on this Note will be made to the Depositary or its
nominee in accordance with the arrangements then in effect
between the Trustee and the Depositary.
Subject to the immediately preceding paragraph, payment of
the principal of, premium, if any, and interest on this Note at
Maturity will be made in immediately available funds upon
presentation of this Note at the Office or Agency of the Company
maintained by the Company for such purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debts. Payment of
interest on this Note (other than at Maturity) will be made at
the Office or Agency of the Company maintained by the Company for
such purpose in the Borough of Manhattan, The City of New York
or, at the option of the Company, may be made by check mailed to
the address of the Person entitled thereto as such address shall
appear in the Security Register at the close of business on the
Regular Record Date immediately preceding the applicable Interest
Payment Date. Notwithstanding the foregoing, a Holder of
$10,000,000 (or the equivalent thereof with respect to Notes
denominated in foreign currencies or currency units) or more in
aggregate principal amount of the Notes (whether having identical
or different terms and provisions) will be entitled to receive
interest payments by wire transfer of immediately available funds
if appropriate wire transfer instructions have been received in
writing by the Trustee at least 15 days prior to the applicable
Interest Payment Date. Such wire instructions, upon receipt by
the Trustee, shall remain in effect until revoked by such Holder.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee (as defined below) for
this Note under the Indenture, or its successor thereunder, by
the manual signature of one of its authorized officers, this Note
shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
This Note is one of a duly authorized series of Securities
(herein called the "Notes") of the Company issued and to be
issued under an Indenture dated as of May 19, 1994, as amended by
the First Supplemental Indenture thereto dated as of October ___,
1996 (as so amended and as the same may be further amended from
time to time, the "Indenture"), between the Company and the
Trustee, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Notes and the terms upon which the Notes are to be authenticated
and delivered. The Chase Manhattan Bank (formerly known as
Chemical Bank) shall act as Trustee with respect to the Notes
<PAGE>
<PAGE>
(herein called the "Trustee", which term includes any successor
Trustee with respect to the Notes under the Indenture). The
terms of individual Notes may vary with respect to interest rates
or interest rate formulas, issue dates, maturity, redemption,
repayment, currency of payment and otherwise.
The Notes, if denominated in United States dollars, are
issuable only in registered form without coupons, in
denominations of $1,000 and integral multiples of $1,000 in
excess thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable
for a like aggregate principal amount of Notes denominated as
authorized, as requested by the Holder surrendering the same.
If this Note is a Global Security, this Note is exchangeable
for certificated Notes only under the circumstances set forth in
the Indenture.
This Note is not subject to any sinking fund and, unless
otherwise provided above in accordance with the provisions of the
following paragraphs, is not redeemable or repayable prior to
Stated Maturity.
If so provided above, this Note may be redeemed by the
Company on any date on and after the Initial Redemption Date, if
any, specified above. If no Initial Redemption Date is set forth
above, this Note may not be redeemed prior to Stated Maturity.
On and after the Initial Redemption Date, if any, this Note may
be redeemed at any time in whole or from time to time in part in
increments of $1,000 (provided that any remaining principal
hereof shall be at least $1,000) at the option of the Company at
the applicable Redemption Price (as defined below), together with
accrued interest, if any, hereon at the applicable rate payable
to the date of redemption (each such date, a "Redemption Date"),
on written notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the
surrender hereof.
Unless otherwise specified above, the "Redemption Price"
shall initially be an amount equal to the Initial Redemption
Percentage, if any, specified above multiplied by the unpaid
principal amount to be redeemed. The Initial Redemption
Percentage, if any, applicable to this Note shall decline at each
anniversary of the Initial Redemption Date by an amount equal to
the applicable Annual Redemption Percentage Reduction, if any,
specified above until the Redemption Price is equal to 100% of
the unpaid principal amount to be redeemed.
This Note is subject to repayment in whole or in part at the
option of the Holder on the Optional Repayment Date(s), if any,
indicated above. If no Optional Repayment Date(s) are set forth
<PAGE>
<PAGE>
above, this Note is not subject to repayment at the option of the
Holder hereof prior to Stated Maturity. On any Optional
Repayment Date, this Note shall be repayable in whole or in part
in increments of $1,000 (provided that any remaining principal
hereof shall be at least $1,000) at the option of the Holder
hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with accrued interest, if any, hereon at
the applicable rate payable to the relevant Optional Repayment
Date. For this Note to be repaid in whole or in part at the
option of the Holder hereof, this Note must be received, with the
form entitled "Option to Elect Repayment" below duly completed,
by the Trustee at its Corporate Trust Office, or such address
which the Company shall from time to time notify the Holders of
the Notes, not more than 60 nor less than 30 days prior to the
relevant Optional Repayment Date. Exercise of such repayment
option by the Holder hereof shall be irrevocable. In the event
of repayment of this Note in part only, a new Note for the
unrepaid portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
Interest payments on this Note shall include interest
accrued from and including the Original Issue Date indicated
above, or the most recent date to which interest has been paid or
duly provided for, to but excluding the related Interest Payment
Date or Maturity, as the case may be. Interest payments for this
Note shall be computed and paid on the basis of a 360-day year of
twelve 30-day months if the Day Count Convention specified above
is "30/360" for the period specified thereunder, on the basis of
the actual number of days in the related month and a 360-day year
if the Day Count Convention specified above is "Actual/360" for
the period specified thereunder or on the basis of the actual
number of days in the related year and month if the Day Count
Convention specified above is "Actual/Actual" for the period
specified thereunder.
As used herein, "Business Day" means, unless otherwise
specified above, any day other than a Saturday or a Sunday, that
is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation or
executive order to close in The City of New York.
Any provision contained herein with respect to the
calculation of the rate of interest applicable to this Note, its
Interest Payment Dates or any other matter relating hereto may be
modified as specified in an Addendum relating hereto if so
specified above.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Note upon compliance with
certain conditions set forth in the Indenture.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared
<PAGE>
<PAGE>
due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected thereby
at any time by the Company and the Trustee with the consent of
the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Securities of each series affected thereby. The
Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of
the Holders of all the Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made
upon this Note.
As provided in and subject to the provisions of the
Indenture, the Holder of this Note shall not have the right to
institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy
thereunder, unless: (i) such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with
respect to the Notes; (ii) the Holders of not less than 25% in
principal amount of the Notes at the time Outstanding shall have
made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity; (iii) the Trustee shall not have
received from the Holders of a majority in principal amount of
the Notes at the time Outstanding a direction inconsistent with
such request; and (iv) the Trustee shall have failed to institute
any such proceeding for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Note for the
enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Note
at the time, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
<PAGE>
<PAGE>
registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office
or agency of the Company in The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or by its attorney duly authorized
in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
No recourse for the payment of the principal of or interest
on this Note, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any
indenture supplemental thereto, or in any Note, or because of the
creation of any indebtedness represented thereby, shall be had
against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used and not defined in this Note which are
defined in the Indenture shall have the meanings assigned to them
in the Indenture.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed, manually or in facsimile, and an imprint or
facsimile of its corporate seal to be imprinted hereon.
[SEAL] FRANKLIN RESOURCES, INC.
By:
---------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of
the series designated herein
referred to in the within-mentioned
Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: Dated:
------------------------ --------------
Authorized Officer
<PAGE>
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to 100%
of the principal amount hereof to be repaid (or such other
percentage of such principal amount as may be specified
above), together with interest to the repayment date, to the
undersigned, at
------------------------------------------------
----------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which
the Company shall from time to time notify the Holder of this
Note, not more than 60 nor less than 30 days prior to an Optional
Repayment Date, if any, shown above, this Note with this "Option
to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be increments
of $1,000 provided that any remaining principal hereof shall be
at least $1,000) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be at
least $1,000 or an integral multiple of $1,000 in excess thereof)
of the Notes to be issued to the Holder for the portion of this
Note not being repaid (in the absence of any such specification,
one such Note will be issued for the portion not being repaid).
$
--------------------------- ------------------------------
NOTICE: The signature on this
Date Option to Elect Repayment must
----------------------
correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
<PAGE>
<PAGE>
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
-----------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
(Please print or typewrite name and address including postal zip
code of assignee)
-----------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
------------------------------------
attorney to transfer said Note
---------------------------------
on the books of the Company with full power of substitution in
the premises.
Dated:
---------- ------------------------------------------
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written upon the
face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.
<PAGE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--..............Custodian...........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
NYFS08...:\60\46360\0010\1349\FIXED.B 12
<PAGE>
EXHIBIT 4.4
[FORM OF FLOATING RATE GLOBAL MEDIUM-TERM NOTE]
If the registered owner of this Note (as indicated below) is
The Depository Trust Company (the "Depositary") or a nominee of
the Depositary, this Note is a Global Security and the following
legends apply:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Issuer or its agent for registration
of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.
THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" and
------------------- -----------------
"INITIAL ACCRUAL PERIOD OID" BELOW WILL BE COMPLETED SOLELY FOR
--------------------------
THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES.
REGISTERED CUSIP No. PRINCIPAL AMOUNT
--------------
No. FLR $
--- ---------------
FRANKLIN RESOURCES, INC.
MEDIUM-TERM NOTE
(Floating Rate)
INTEREST RATE BASIS ORIGINAL ISSUE DATE: STATED MATURITY:
OR BASES:
IF LIBOR: If CMT RATE:
[ ] LIBOR Reuters Designated CMT Telerate Page:
Page: If Telerate Page 7052:
[ ] LIBOR Telerate [ ] Weekly Average
Page: [ ] Monthly Average
Designated CMT Maturity Index:
INDEX CURRENCY:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
<PAGE>
<PAGE>
SPREAD (PLUS OR INITIAL INTEREST RESET DATE: INTEREST PAYMENT DATE(S):
MINUS):
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET DATE(S):
MAXIMUM INTEREST MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE:
RATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
CALCULATION AGENT:
(if other than
The Chase Manhattan Bank)
INTEREST CALCULATION: DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate from to .
Fixed Rate Commencement Date: [ ] Actual/360 for the period
Fixed Interest Rate: from to .
[ ] Inverse Floating Rate Note [ ] Actual/Actual for the period
Fixed Interest Rate: from to .
Applicable Interest Rate Basis:
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
OTHER PROVISIONS:
<PAGE>
<PAGE>
FRANKLIN RESOURCES, INC., a Delaware corporation ("Issuer"
or the "Company," which terms include any successor corporation
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to ,
or registered assigns, the principal sum of
DOLLARS at the Stated Maturity specified above (except to the
extent redeemed or repaid prior to Stated Maturity), and to pay
interest thereon, at a rate per annum equal to the Initial
Interest Rate specified above until the Initial Interest Reset
Date specified above and thereafter at a rate per annum
determined in accordance with the provisions hereof and any
Addendum relating hereto depending upon the Interest Rate Basis
or Bases, if any, and such other terms specified above, until the
principal hereof is paid or duly made available for payment.
Reference herein to "this Note", "hereof", "herein" and
comparable terms shall include an Addendum hereto if an Addendum
is specified above.
The Company will pay interest monthly, quarterly,
semi-annually, annually or such other period as specified above
under "Interest Payment Period", on each Interest Payment Date
specified above, commencing on the first Interest Payment Date
specified above next succeeding the Original Issue Date specified
above, and at Stated Maturity and on any Redemption Date and
Optional Repayment Date (as defined below) (the date of each such
Stated Maturity, Redemption Date and Optional Repayment Date and
the date on which principal or an installment of principal is due
and payable by declaration of acceleration pursuant to the
Indenture, being referred to hereinafter as a "Maturity" with
respect to principal payable on such date); provided, however,
-------- -------
that if the Original Issue Date falls between a Regular Record
Date (as defined below) and the next succeeding Interest Payment
Date, interest payments will commence on the Interest Payment
Date immediately following the next succeeding Regular Record
Date to the registered Holder on such next succeeding Regular
Record Date; and provided further, that if an Interest Payment
-------- -------
Date (other than an Interest Payment Date at Maturity) would
otherwise fall on a day that is not a Business Day (as defined
below), such Interest Payment Date shall be postponed to the next
succeeding day that is a Business Day, except that if an
Interest Rate Basis is LIBOR, as indicated above, and such next
Business Day falls in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding day that
is a Business Day. Except as provided above, interest payments
will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" with respect
to any Interest Payment Date shall be the date 15 calendar days
(whether or not a Business Day) immediately preceding such
<PAGE>
<PAGE>
Interest Payment Date. If the Maturity of this Note falls on a
day which is not a Business Day, the payment of principal,
premium, if any, and interest due at Maturity will be made on the
next succeeding Business Day with the same force and effect as if
made on such Maturity and no interest shall accrue on the amount
so payable for the period from and after such Maturity to the
date of such payment on the next succeeding Business Day. The
interest so payable and punctually paid or duly provided for on
any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such Interest Payment Date. Any such
interest which is payable, but not punctually paid or duly
provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may either be
paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to the
Holder of this Note not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful
manner, all as more fully provided in the Indenture. Interest
payable at Maturity will be payable to the Person to whom the
principal hereof shall be payable.
Notwithstanding anything else contained herein, if this Note
is a Global Security as specified on the face hereof and is held
in book-entry form through the facilities of the Depositary,
payments on this Note will be made to the Depositary or its
nominee in accordance with the arrangements then in effect
between the Trustee and the Depositary.
Subject to the immediately preceding paragraph, payment of
the principal of, premium, if any, and interest on this Note at
Maturity will be made in immediately available funds upon
presentation of this Note at the Office or Agency of the Company
maintained by the Company for such purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debts. Payment of
interest on this Note (other than at Maturity) will be made at
the Office or Agency of the Company maintained by the Company for
such purpose in the Borough of Manhattan, The City of New York,
or, at the option of the Company, may be made by check mailed to
the address of the Person entitled thereto as such address shall
appear in the Security Register at the close of business on the
Regular Record Date immediately preceding the applicable Interest
Payment Date. Notwithstanding the foregoing, a Holder of
$10,000,000 (or the equivalent thereof with respect to Notes
<PAGE>
<PAGE>
denominated in foreign currencies or currency units) or more in
aggregate principal amount of the Notes (whether having identical
or different terms and provisions) will be entitled to receive
interest payments by wire transfer of immediately available funds
if appropriate wire transfer instructions have been received in
writing by the Trustee at least 15 days prior to the applicable
Interest Payment Date. Such wire instructions, upon receipt by
the Trustee, shall remain in effect until revoked by such Holder.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee (as defined below) with
respect to the Notes under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized
officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of Securities
(herein called the "Notes") of the Company issued and to be
issued under an Indenture dated as of May 19, 1994, as amended by
the First Supplemental Indenture thereto dated as of October ___,
1996 (as so amended and as the same may be further amended from
time to time, the "Indenture"), between the Company and the
Trustee, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Notes and the terms upon which the Notes are to be authenticated
and delivered. The Chase Manhattan Bank (formerly known as
Chemical Bank) shall act as Trustee with respect to the Notes
(herein called the "Trustee", which term includes any successor
Trustee with respect to the Notes under the Indenture). The
terms of individual Notes may vary with respect to interest rates
or interest rate formulas, issue dates, maturity, redemption,
repayment, currency of payment and otherwise.
The Notes, if denominated in United States dollars, are
issuable only in registered form without coupons, in
denominations of $1,000 and integral multiples of $1,000 in
excess thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable
for a like aggregate principal amount of Notes denominated as
authorized, as requested by the Holder surrendering the same.
If this Note is a Global Security, this Note is exchangeable
for certificated Notes only under the circumstances set forth in
the Indenture.
This Note is not subject to any sinking fund and, unless
otherwise provided above in accordance with the provisions of the
following paragraphs, is not redeemable or repayable prior to
Stated Maturity.
<PAGE>
<PAGE>
If so provided above, this Note may be redeemed by the
Company on any date on and after the Initial Redemption Date, if
any, specified above. If no Initial Redemption Date is set forth
above, this Note may not be redeemed prior to Stated Maturity.
On and after the Initial Redemption Date, if any, this Note may
be redeemed at any time in whole or from time to time in part in
increments of $1,000 (provided that any remaining principal
hereof shall be at least $1,000) at the option of the Company at
the applicable Redemption Price (as defined below) together with
accrued interest, if any, hereon at the applicable rate payable
to the date of redemption (each such date, a "Redemption Date"),
on written notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of
this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.
Unless otherwise specified above, the "Redemption Price"
shall initially be an amount equal to the Initial Redemption
Percentage, if any, specified above, multiplied by the unpaid
principal amount to be redeemed. The Initial Redemption
Percentage, if any, applicable to this Note shall decline at each
anniversary of the Initial Redemption Date by an amount equal to
the applicable Annual Redemption Percentage Reduction, if any,
specified above until the Redemption Price is equal to 100% of
the unpaid principal amount to be redeemed.
This Note is subject to repayment in whole or in part at the
option of the Holder on the Optional Repayment Date(s), if any,
indicated above. If no Optional Repayment Date(s) are set forth
above, this Note is not subject to repayment at the option of the
Holder hereof prior to Stated Maturity. On any Optional
Repayment Date, this Note shall be repayable in whole or in part
in increments of $1,000 (provided that any remaining principal
hereof shall be at least $1,000) at the option of the Holder
hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with accrued interest, if any, hereon at
the applicable rate payable to the relevant Optional Repayment
Date. For this Note to be repaid in whole or in part at the
option of the Holder hereof, this Note must be received, with the
form entitled "Option to Elect Repayment" below duly completed,
by the Trustee at its Corporate Trust Office, or such address
which the Company shall from time to time notify the Holders of
the Notes, not more than 60 nor less than 30 days prior to the
relevant Optional Repayment Date. Exercise of such repayment
option by the Holder hereof shall be irrevocable. In the event
of repayment of this Note in part only, a new Note for the
unrepaid portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
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<PAGE>
The interest rate borne by this Note shall be determined as
follows:
1. If this Note is designated as a Regular Floating
Rate Note above or if no designation is made for Interest
Calculation above, then, except as described below or in an
Addendum hereto, this Note shall bear interest at the rate
determined by reference to the applicable Interest Rate
Basis or Bases shown above (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the
manner described above. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note is
payable shall be reset as of each Interest Reset Date
specified above; provided, however, that the interest rate
-------- -------
in effect for the period from the Original Issue Date to the
Initial Interest Reset Date will be the Initial Interest
Rate specified above.
2. If this Note is designated as a Floating
Rate/Fixed Rate Note above, then, except as described below
or in an Addendum hereto, this Note shall bear interest at
the rate determined by reference to the applicable Interest
Rate Basis or Bases shown above (i) plus or minus the
applicable Spread, if any, and/or (ii) multiplied by the
applicable Spread Multiplier, if any, specified and applied
in the manner described above. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note
is payable shall be reset as of each Interest Reset Date
specified above, provided, however, that (i) the interest
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rate in effect for the period from the Original Issue Date
to the Initial Interest Reset Date shall be the Initial
Interest Rate specified above and (ii) the interest rate in
effect commencing on, and including, the Fixed Rate
Commencement Date specified above to Maturity shall be the
Fixed Interest Rate, if such a rate is specified above, or
if no such Fixed Interest Rate is so specified, the interest
rate in effect hereon on the day immediately preceding the
Fixed Rate Commencement Date.
3. If this Note is designated as an Inverse Floating
Rate Note above, then, except as described below or in an
Addendum hereto, this Note shall bear interest equal to the
Fixed Interest Rate indicated above minus the rate
determined by reference to the applicable Interest Rate
Basis or Bases shown above (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable
<PAGE>
<PAGE>
Spread Multiplier, if any, specified and applied in the
manner described above; provided, however, that, unless
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otherwise specified above, the interest rate hereon will not
be less than zero percent. Commencing on the Initial
Interest Reset Date specified above the rate at which
interest on this Note is payable shall be reset as of each
Interest Reset Date specified above; provided, however, that
-------- -------
the interest rate in effect for the period from the Original
Issue Date to the Initial Interest Reset Date shall be the
Initial Interest Rate specified above.
Notwithstanding the foregoing, if this Note is designated
above as having an Addendum attached, this Note shall bear
interest in accordance with the terms described in such Addendum.
Except as provided above, the interest rate in effect on
each day shall be (a) if such day is an Interest Reset Date, the
interest rate determined as of the Interest Determination Date
(as defined below) immediately preceding such Interest Reset Date
or (b) if such day is not an Interest Reset Date, the interest
rate determined as of the Interest Determination Date immediately
preceding the next preceding Interest Reset Date. Except as
provided above, each Interest Rate Basis shall be the rate
determined in accordance with the applicable provision below. If
any Interest Reset Date (which term includes the term Initial
Interest Reset Date unless the context otherwise requires) would
otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next succeeding day that is
a Business Day, except that if an Interest Rate Basis specified
above is LIBOR and such next Business Day falls in the next
succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day.
Unless otherwise specified above, interest payable on this
Note on any Interest Payment Date or Maturity shall be the amount
of interest accrued from and including the next preceding Inter-
est Payment Date in respect of which interest has been paid (or
from and including the Original Issue Date specified above, if no
interest has been paid), to but excluding the related Interest
Payment Date or Maturity, as the case may be.
Unless otherwise specified above, accrued interest hereon
shall be an amount calculated by multiplying the principal amount
hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated
for each day in the period for which accrued interest is being
calculated. Unless otherwise specified above under Day Count
Convention, the interest factor for each such day shall be
computed by dividing the interest rate applicable to such day by
360, if the CD Rate, the Commercial Paper Rate, the Eleventh
<PAGE>
<PAGE>
District Cost of Funds Rate, the Federal Funds Rate, LIBOR, or
the Prime Rate is an applicable Interest Rate Basis, or by the
actual number of days in the year if the CMT Rate or the Treasury
Rate is an applicable Interest Rate Basis. Unless otherwise
specified above under Day Count Convention, the interest factor
for this Note, if the interest rate is calculated with reference
to two or more Interest Rate Bases, shall be calculated in each
period in the same manner as if only the Applicable Interest Rate
Basis specified above applied.
The interest rate applicable to each Interest Reset Period
commencing on the Interest Reset Date with respect to such Inter-
est Reset Period will be the rate determined as of the applicable
Interest Determination Date on or prior to the Calculation Date
(as defined below), except that the interest rate with respect to
LIBOR and the Eleventh District Cost of Funds Rate will be calcu-
lated on such Interest Determination Date. Unless otherwise
specified above, the "Interest Determination Date" with respect
to the CD Rate, the CMT Rate, the Commercial Paper Rate, the
Federal Funds Rate and the Prime Rate will be the second Business
Day preceding each Interest Reset Date; the "Interest Determina-
tion Date" with respect to the Eleventh District Cost of Funds
Rate will be the last working day of the month immediately pre-
ceding each Interest Reset Date on which the Federal Home Loan
Bank of San Francisco (the "FHLB of San Francisco") publishes the
Index (as defined below); the "Interest Determination Date" with
respect to LIBOR shall be the second London Business Day (as
defined below) immediately preceding each Interest Reset Date,
unless the Index Currency is British pounds sterling in which
case the "Interest Determination Date" will be the applicable
Interest Reset Date; and the "Interest Determination Date" with
respect to the Treasury Rate will be the day in the week in which
the related Interest Reset Date falls on which day Treasury Bills
(as defined below) are normally auctioned (Treasury Bills are
normally sold at auction on Monday of each week, unless that day
is a legal holiday, in which case the auction is normally held on
the following Tuesday, except that such auction may be held on
the preceding Friday); provided, however, that if an auction is
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held on the Friday of the week preceding the related Interest
Reset Date, the related Interest Determination Date shall be such
preceding Friday; and provided, further, that if an auction shall
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fall on any Interest Reset Date, then the Interest Reset Date
shall instead be the first Business Day following such auction.
If the interest rate of this Note is determined with reference to
two or more Interest Rate Bases as specified above, the Interest
Determination Date pertaining to this Note will be the latest
Business Day which is at least two Business Days prior to the
applicable Interest Reset Date on which each Interest Rate Basis
is determinable. Each Interest Rate Basis shall be determined on
such date, and the applicable interest rate shall take effect on
the related Interest Reset Date.
<PAGE>
<PAGE>
Unless otherwise specified above, the "Calculation Date"
pertaining to any Interest Determination Date will be the earlier
of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding
Business Day and (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity, as the case may be.
All calculations on this Note shall be made by the Calculation
Agent specified above or such successor thereto as is duly
appointed by the Company.
All percentages resulting from any calculation on this Note
will be rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% (or 0.09876545)
would be rounded to 9.87655% (or 0.0987655) and 9.876544% (or
0.09876544) would be rounded to 9.87654% (or 0.0987654)), and all
dollar amounts used in or resulting from such calculation will be
rounded to the nearest cent (with one-half cent being rounded
upward).
As used herein, "Business Day" means, unless otherwise
specified above, any day other than a Saturday or a Sunday, that
is neither a legal holiday nor a day on which banking institu-
tions are authorized or required by law, regulation or executive
order to close in The City of New York and, if an Interest Rate
Basis shown above is LIBOR, is also a London Business Day.
As used herein, unless otherwise specified above, "London
Business Day" means (a) if the Index Currency is other than the
European Currency Unit ("ECU"), any day on which dealings in such
Index Currency are transacted in the London interbank market or
(b) if the Index Currency is the ECU, any day that does not
appear as an ECU non-settlement day on the display designated as
"ISDE" on the Reuters Monitor Money Rates Service (or a day so
designated by the ECU Banking Association) or, if ECU non-
settlement days do not appear on that page (and are not so desig-
nated), is not a day on which payments in ECU cannot be settled
in the international interbank market.
Determination of CD Rate. If an Interest Rate Basis for
------------------------
this Note is the CD Rate, as indicated above, the CD Rate shall
be determined as of the applicable Interest Determination Date (a
"CD Rate Interest Determination Date"), as the rate on such date
for negotiable United States dollar certificates of deposit
having the Index Maturity specified above as published by the
Board of Governors of the Federal Reserve System in "Statistical
Release H.15(519), Selected Interest Rates" or any successor
<PAGE>
<PAGE>
publication ("H.15(519)"), under the heading "Cds (Secondary
Market)", or, if such rate is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the rate on such
CD Rate Interest Determination Date for negotiable United States
dollar certificates of deposit of the Index Maturity specified
above as published by the Federal Reserve Bank of New York in its
daily statistical release "Composite 3:30 P.M. Quotations for
U.S. Government Securities" or any successor publication
("Composite Quotations") under the heading "Certificates of
Deposit". If such rate is not yet published in either H.15(519)
or Composite Quotations by 3:00 P.M., New York City time, on the
related Calculation Date, then the CD Rate on such CD Rate Inter-
est Determination Date shall be calculated by the Calculation
Agent and shall be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD
Rate Interest Determination Date, of three leading non-bank
dealers in negotiable United States dollar certificates of
deposit in The City of New York selected by the Calculation Agent
for negotiable certificates of deposit of major United States
money center banks for negotiable certificates of deposit with a
remaining maturity closest to the Index Maturity designated above
in an amount that is representative for a single transaction in
that market at that time; provided, however, that if the dealers
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selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the CD Rate determined as of such CD
Rate Interest Determination Date shall be the CD Rate in effect
on such CD Rate Interest Determination Date.
Determination of CMT Rate. If an Interest Rate Basis for
-------------------------
this Note is the CMT Rate, as indicated above, the CMT Rate shall
be determined as of the applicable Interest Determination Date (a
"CMT Rate Interest Determination Date"), as the rate displayed on
the Designated CMT Telerate Page under the caption "...Treasury
Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.," under the column for the
Designated CMT Maturity Index for (i) if the Designated CMT
Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page
is 7052, the weekly or monthly average, as specified above, for
the week or the month, as applicable, ended immediately preceding
the week or the month, as applicable, in which the related CMT
Rate Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page, or if not displayed by
3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for such CMT Rate Interest Determination Date
shall be such treasury constant maturity rate for the Designated
CMT Maturity Index as published in the relevant H.15(519). If
such rate is no longer published, or if not published by 3:00
P.M., New York City time, on the related Calculation Date, then
the CMT Rate for such CMT Rate Interest Determination Date shall
<PAGE>
<PAGE>
be such treasury constant maturity rate for the Designated CMT
Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT Rate Interest Determi-
nation Date with respect to such Interest Reset Date as may then
be published by either the Board of Governors of the Federal
Reserve System or the United States Department of the Treasury
that the Calculation Agent determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page and
published in the relevant H.15(519). If such information is not
provided by 3:00 P.M., New York City time, on the related Calcu-
lation Date, then the CMT Rate for the CMT Rate Interest Determi-
nation Date shall be calculated by the Calculation Agent and
shall be a yield to maturity, based on the arithmetic mean of the
secondary market closing offer side prices as of approximately
3:30 P.M. (New York City time) on the CMT Rate Interest Determi-
nation Date reported, according to their written records, by
three leading primary United States government securities dealers
(each, a "Reference Dealer") in The City of New York selected by
the Calculation Agent (from five such Reference Dealers selected
by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for
the most recently issued direct noncallable fixed rate obliga-
tions of the United States ("Treasury Notes") with an original
maturity of approximately the Designated CMT Maturity Index and a
remaining term to maturity of not less than such Designated CMT
Maturity Index minus one year. If the Calculation Agent cannot
obtain three such Treasury Note quotations, the CMT Rate for such
CMT Rate Interest Determination Date shall be calculated by the
Calculation Agent and shall be a yield to maturity based on the
arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M. (New York City time) on the CMT Rate
Interest Determination Date of three Reference Dealers in The
City of New York (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or,
in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for
Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and
a remaining term to maturity closest to the Designated CMT
Maturity Index and in an amount of at least $100 million. If
three or four (and not five) of such Reference Dealers are quot-
ing as described above, then the CMT Rate shall be based on the
arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes shall be eliminated;
provided, however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described
herein, the CMT Rate shall be the CMT Rate in effect on such CMT
Rate Interest Determination Date. If two Treasury Notes with an
original maturity as described in the second preceding sentence
have remaining terms to maturity equally close to the Designated
CMT Maturity Index, the quotes for the Treasury Note with the
shorter remaining term to maturity shall be used.
<PAGE>
<PAGE>
"Designated CMT Telerate Page" shall mean the display on the
Dow Jones Telerate Service (or any successor service) on the page
designated above (or any other page as may replace such page on
that service for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519)), for the purpose of display-
ing Treasury Constant Maturities as reported in H.15(519). If no
such page is specified above, the Designated CMT Telerate Page
shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
10, 20, or 30 years) specified above with respect to which the
CMT Rate shall be calculated. If no such maturity is specified
above, the Designated CMT Maturity Index shall be 2 years.
Determination of Commercial Paper Rate. If an Interest Rate
--------------------------------------
Basis for this Note is the Commercial Paper Rate, as indicated
above, the Commercial Paper Rate shall be determined as of the
applicable Interest Determination Date (a "Commercial Paper Rate
Interest Determination Date"), as the Money Market Yield (as
defined below) on such date of the rate for commercial paper
having the Index Maturity specified above as published in
H.15(519) under the heading "Commercial Paper". In the event
that such rate is not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the Commercial Paper Rate
shall be the Money Market Yield on such Commercial Paper Rate
Interest Determination Date of the rate for commercial paper
having the Index Maturity shown above as published in Composite
Quotations under the heading "Commercial Paper" (with an Index
Maturity of one month or three months being deemed to be equiva-
lent to an Index Maturity of 30 days or 90 days, respectively).
If by 3:00 P.M., New York City time, on the related Calculation
Date such rate is not yet published in either H.15(519) or
Composite Quotations, then the Commercial Paper Rate on such
Commercial Paper Rate Interest Determination Date shall be calcu-
lated by the Calculation Agent and shall be the Money Market
Yield of the arithmetic mean of the offered rates at approxi-
mately 11:00 A.M., New York City time, on such Commercial Paper
Rate Interest Determination Date of three leading dealers of
commercial paper in The City of New York selected by the Calcu-
lation Agent for commercial paper having the Index Maturity
specified above placed for an industrial issuer whose bond rating
is "AA," or the equivalent, from a nationally recognized
statistical rating organization; provided, however, that if the
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dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Commercial Paper Rate
determined as of such Commercial Paper Rate Interest
Determination Date shall be the Commercial Paper Rate in effect
on such Commercial Paper Rate Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a
percentage) calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
------------
360-(D x M)
<PAGE>
<PAGE>
where "D" refers to the applicable per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal
and "M" refers to the actual number of days in the interest
period for which interest is being calculated.
Determination of Eleventh District Cost of Funds Rate. If
-----------------------------------------------------
an Interest Rate Basis for this Note is the Eleventh District
Cost of Funds Rate, as indicated above, the Eleventh District
Cost of Funds Rate shall be determined as of the applicable
Interest Determination Date (an "Eleventh District Cost of Funds
Rate Interest Determination Date"), as the rate equal to the
monthly weighted average cost of funds for the calendar month
immediately preceding the month in which such Eleventh District
Cost of Funds Rate Interest Determination Date falls, as set
forth under the caption "11th District" on Telerate Page 7058 as
of 11:00 A.M., San Francisco time, on such Eleventh District Cost
of Funds Rate Interest Determination Date. If such rate does not
appear on Telerate Page 7058 on such Eleventh District Cost of
Funds Rate Interest Determination Date, the Eleventh District
Cost of Funds Rate for such Eleventh District Cost of Funds Rate
Interest Determination Date shall be the monthly weighted average
cost of funds paid by member institutions of the Eleventh Federal
Home Loan Bank District that was most recently announced (the
"Index") by the FHLB of San Francisco as such cost of funds for
the calendar month immediately preceding such Eleventh District
Cost of Funds Rate Interest Determination Date. If the FHLB of
San Francisco fails to announce the Index on or prior to such
Eleventh District Cost of Funds Rate Interest Determination Date
for the calendar month immediately preceding such Eleventh
District Cost of Funds Rate Interest Determination Date, then the
Eleventh District Cost of Funds Rate determined as of such
Eleventh District Cost of Funds Rate Interest Determination Date
shall be the Eleventh District Cost of Funds Rate in effect on
such Eleventh District Cost of Funds Rate Interest Determination
Date.
Determination of Federal Funds Rate. If an Interest Rate
-----------------------------------
Basis for this Note is the Federal Funds Rate, as indicated
above, the Federal Funds Rate shall be determined as of the
applicable Interest Determination Date (a "Federal Funds Rate
Interest Determination Date"), as the rate on such date for
federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not so published by 3:00 P.M.,
New York City time, on the related Calculation Date, the rate on
such Federal Funds Rate Interest Determination Date as published
in Composite Quotations under the heading "Federal
Funds/Effective Rate." If by 3:00 P.M., New York City time, on
the related Calculation Date such rate is not published in either
H.15(519) or Composite Quotations, then the Federal Funds Rate on
such Federal Funds Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be the arithmetic
<PAGE>
<PAGE>
mean of the rates for the last transaction in overnight United
States dollar federal funds arranged by three leading brokers of
federal funds transactions in The City of New York selected by
the Calculation Agent prior to 9:00 A.M., New York City time on
such Federal Funds Rate Interest Determination Date; provided,
--------
however, that if the brokers selected as aforesaid by the Calcu
-------
lation Agent are not quoting as mentioned in this sentence, the
Federal Funds Rate determined as of such Federal Funds Rate
Interest Determination Date shall be the Federal Funds Rate in
effect on such Federal Funds Rate Interest Determination Date.
Determination of LIBOR. If an Interest Rate Basis for this
----------------------
Note is LIBOR, as indicated above, LIBOR will be determined as of
the applicable Interest Determination Date (a "LIBOR Interest
Determination Date") in accordance with the following provisions
under LIBOR Reuters or LIBOR Telerate as specified above:
(i) (a) If LIBOR Reuters is specified above as the
method for determining LIBOR, with respect to an Interest
Determination Date relating to this Note (a "LIBOR Interest
Determination Date"), LIBOR will be determined on the basis
of the arithmetic mean of the offered rates (unless the
specified Designated LIBOR Page by its terms provides for
only a single rate, in which case such single rate shall be
used) for deposits in the Index Currency having the Index
Maturity designated above, commencing on the applicable
Interest Reset Date that appear (or, if only a single rate
is required as aforesaid, appears) on the Designated LIBOR
Page specified above as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date, or (b) if LIBOR Telerate
is specified above as the method for determining LIBOR, or
if no other method is specified above as the method for
determining LIBOR, with respect to a LIBOR Interest Deter-
mination Date for this Note, LIBOR will be the rate for
deposits in the Index Currency having the Index Maturity
designated above, commencing on such Interest Reset Date
that appears on the Designated LIBOR Page specified above as
of 11:00 A.M., London time, on such LIBOR Interest Determi-
nation Date. If fewer than two such offered rates appear,
or if no such rate appears, as applicable, LIBOR in respect
of the related LIBOR Interest Determination Date will be
determined in accordance with the provisions described in
clause (ii) below.
(ii) With respect to a LIBOR Interest Determination
Date on which fewer than two offered rates appear, or no
rate appears, as the case may be, on the applicable
Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent will request the principal London offices
of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to
<PAGE>
<PAGE>
provide the Calculation Agent with its offered quotation for
deposits in the Index Currency for the period of the Index
Maturity specified above, commencing on the applicable
Interest Reset Date, to prime banks in the London interbank
market at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date and in a principal amount
that is representative for a single transaction in such
Index Currency in such market at such time. If at least two
such quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal
Financial Center, on such LIBOR Interest Determination Date
by three major banks in such Principal Financial Center,
selected by the Calculation Agent for loans in the Index
Currency to leading European banks, having the Index
Maturity specified above and in a principal amount that is
representative for a single transaction in such Index
Currency in such market at such time; provided, however,
that if the banks so selected by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR determined
as of such LIBOR Interest Determination Date shall be LIBOR
in effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency (including composite
currencies) specified above as the currency for which LIBOR shall
be calculated. If no such currency is specified above, the Index
Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters"
is specified above, the display on the Reuters Monitor Money
Rates Service (or any successor service) on the page specified
above (or any other page as may replace such page on such
service) for the purpose of displaying the London interbank rates
of major banks for the applicable Index Currency, or (b) if
"LIBOR Telerate" is specified above or neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified above as the method for calcu-
lating LIBOR, the display on the Dow Jones Telerate Service (or
any successor service) on the page specified above (or any other
page as may replace such page on such service) for the purpose of
displaying the London interbank rates of major banks for the
applicable Index Currency.
"Principal Financial Center" means the capital city of the
country issuing the specified Index Currency, except that with
respect to United States dollars, Australian Dollars, Deutsche
Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the
Principal Financial Center shall be The City of New York, Sydney,
Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively.
<PAGE>
<PAGE>
Determination of Prime Rate. If an Interest Rate Basis for
---------------------------
this Note is the Prime Rate, as indicated above, the Prime Rate
shall be determined as of the applicable Interest Determination
Date (a "Prime Rate Interest Determination Date") as the rate on
such date as such rate is published in H.15(519) under the
heading "Bank Prime Loan". If such rate is not published prior
to 3:00 P.M., New York City time, on the related Calculation
Date, then the Prime Rate shall be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on
the Reuters Screen USPRIME1 Page (as defined below) as such
bank's prime rate or base lending rate as in effect for such
Prime Rate Interest Determination Date. If fewer than four such
rates appear on the Reuters Screen USPRIME1 Page for such Prime
Rate Interest Determination Date, the Prime Rate shall be the
arithmetic mean of the prime rates quoted on the basis of the
actual number of days in the year divided by a 360-day year as of
the close of business on such Prime Rate Interest Determination
Date by four major money center banks in The City of New York
selected by the Calculation Agent. If fewer than four such
quotations are so provided, then the Prime Rate shall be the
arithmetic mean of four prime rates quoted on the basis of the
actual number of days in the year divided by a 360-day year as of
the close of business on such Prime Rate Interest Determination
Date as furnished in The City of New York by the major money
center banks, if any, that have provided such quotations and by a
reasonable number of substitute banks or trust companies to
obtain four such prime rate quotations, provided such substitute
banks or trust companies are organized and doing business under
the laws of the United States, or any state thereof, each having
total equity capital of at least U.S.$500 million and being
subject to supervision or examination by Federal or state
authority, selected by the Calculation Agent to provide such rate
or rates; provided, however, that if the banks or trust companies
selected as aforesaid are not quoting as mentioned in this
sentence, the Prime Rate determined as of such Prime Rate
Interest Determination Date shall be the Prime Rate in effect on
such Prime Rate Interest Determination Date.
"Reuters Screen USPRIME1 Page" means the display on the
Reuters Monitor Money Rates Service (or any successor service) on
the "USPRIME1" page (or such other page as may replace the
USPRIME1 page on that service) for the purpose of displaying
prime rates or base lending rates of major United States banks.
Determination of Treasury Rate. If an Interest Rate Basis
------------------------------
for this Note is the Treasury Rate, as specified above, the
Treasury Rate shall be determined as of the applicable Interest
Determination Date (a "Treasury Rate Interest Determination
Date") as the rate for the auction held on such Treasury Rate
Interest Determination Date of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified
<PAGE>
<PAGE>
above, as such rate is published in H.15(519) under the heading
"Treasury Bills -- auction average (investment)" or, if not
published by 3:00 P.M., New York City time, on the related
Calculation Date, the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as appli-
cable, and applied on a daily basis) as otherwise announced by
the United States Department of the Treasury. In the event that
the results of the auction of Treasury Bills having the Index
Maturity specified above are not reported as provided by 3:00
P.M., New York City time, on such Calculation Date, or if no such
auction is held, then the Treasury Rate shall be calculated by
the Calculation Agent and shall be a yield to maturity (expressed
as a bond equivalent on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) of the arithmetic
mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Treasury Rate Interest Determi-
nation Date, of three leading primary United States government
securities dealers selected by the Calculation Agent, for the
issue of Treasury Bills with a remaining maturity closest to the
Index Maturity specified above; provided, however, that if the
-------- -------
dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Treasury Rate
determined as of such Treasury Rate Interest Determination Date
shall be the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.
Any provision contained herein, including the determination
of an Interest Rate Basis, the specification of an Interest Rate
Basis, calculation of the interest rate applicable to this Note,
its Interest Payment Dates or any other matter relating hereto
may be modified as specified in an Addendum relating hereto if so
specified above.
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, specified above. In
addition to any Maximum Interest Rate applicable hereto pursuant
to the above provisions, the interest rate on this Note will in
no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general
application. The Calculation Agent shall calculate the interest
rate hereon in accordance with the foregoing on or before each
Calculation Date, except that, with respect to LIBOR and the
Eleventh District Cost of Funds Rate, such interest rate will be
calculated as of such Interest Determination Date. Unless
otherwise specified above, The Chase Manhattan Bank will be the
Calculation Agent.
At the request of the Holder hereof, the Calculation Agent
shall provide to the Holder hereof the interest rate hereon then
<PAGE>
<PAGE>
in effect and, if determined, the interest rate which shall
become effective as of the next Interest Reset Date.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Note upon compliance with
certain conditions set forth in the Indenture.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected thereby
at any time by the Company and the Trustee with the consent of
the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Securities of each series affected thereby. The
Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of
the Holders of all the Securities of such series, to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made
upon this Note.
As provided in and subject to the provisions of the
Indenture, the Holder of this Note shall not have the right to
institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy
thereunder, unless: (i) such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with
respect to the Notes; (ii) the Holders of not less than 25% in
principal amount of the Notes at the time Outstanding shall have
made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity; (iii) the Trustee shall not have
received from the Holders of a majority in principal amount of
Notes at the time Outstanding a direction inconsistent with such
request; and (iv) the Trustee shall have failed to institute any
such proceeding for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Note for the enforcement of
any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
<PAGE>
<PAGE>
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this Note
at the time, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office
or agency of the Company in The City of New York, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or by its attorney duly authorized
in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
No recourse for the payment of the principal of or interest
on this Note, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any
indenture supplemental thereto, or in any Note, or because of the
creation of any indebtedness represented thereby, shall be had
against any incorporator, shareholder, officer or director, as
such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used and not defined in this Note which are
defined in the Indenture shall have the meanings assigned to them
in the Indenture.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed, manually or in facsimile, and an imprint or
facsimile of its corporate seal to be imprinted hereon.
[SEAL] FRANKLIN RESOURCES, INC.
By:
---------------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of
the series designated herein
referred to in the within-
mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: Dated:
--------------------------- ----------------
Authorized Officer
<PAGE>
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to 100%
of the principal amount hereof to be repaid (or such other
percentage of such principal amount as may be specified above),
together with interest to the repayment date, to the undersigned,
at
-------------------------------------------------------------
----------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which
the Company shall from time to time notify the Holder of this
Note, not more than 60 nor less than 30 days prior to an Optional
Repayment Date, if any, shown above, this Note with this "Option
to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be increments
of $1,000 provided that any remaining principal hereof shall be
at least $1,000) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be at
least $1,000 or an integral multiple of $1,000 in excess thereof)
of the Notes to be issued to the Holder for the portion of this
Note not being repaid (in the absence of any such specification,
one such Note will be issued for the portion not being repaid).
$
--------------------------- ------------------------------
NOTICE: The signature on this
Date Option to Elect Repayment must
----------------------
correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
<PAGE>
<PAGE>
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
-----------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
(Please print or typewrite name and address including postal zip
code of assignee)
-----------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Note
---------------------------------
on the books of the Company with full power of substitution in
the premises.
Dated:
---------- ------------------------------------------
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written upon the
face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.
<PAGE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--................Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
NYFS08...:\60\46360\0010\1349\FLOAT.B
