SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported):
June 25, 1996
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FRANKLIN RESOURCES, INC.
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(Exact Name of Registrant)
Delaware 0-6952 13-2670991
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification
Number)
777 Mariners Island Blvd.
San Mateo, California 94404
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(Address of Principal Executive Offices)
(415) 312-3000
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(Registrant's telephone number)
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Item 5 of the Current Report on Form 8-K filed by Franklin
Resources, Inc. on June 25, 1996 is hereby amended and restated in its entirety
as follows:
Item 5. Other Events.
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Franklin Resources, Inc. (the "Registrant") announced on June 25,
1996 that it and its newly-formed wholly-owned subsidiary, Elmore Securities
Corporation ("Elmore"), had entered into an agreement (the "Agreement") with
Heine Securities Corporation ("Heine") and its chief executive officer, Michael
F. Price ("Price") to acquire certain of the assets and liabilities of Heine. A
copy of the Agreement is attached as Exhibit 2. Heine, a Delaware corporation,
has its principal offices in Short Hills, New Jersey and is engaged in the
business of rendering investment advice and providing related services, and owns
certain assets and rights used in connection with the conduct of its business.
The acquisition will be consummated by the purchase by Elmore of certain of the
assets of Heine (and the assumption of certain of Heine's liabilities). The base
purchase price consists of a $400 million cash payment from Elmore to Heine, the
delivery of 1.1 million shares (the "Shares") of the Registrant's Common Stock
to Heine (which Shares have been deposited in escrow pending the closing of the
acquisition), and the deposit in escrow of $150 million to be invested in shares
of the Mutual Series Fund Inc. ("Mutual"), a series of funds managed by Heine,
which Mutual shares will be released to Heine over a five year period with a
minimum $100 million retention for the full five year period. In addition to the
base purchase price, the Agreement also provides for a contingent payment to
Heine ranging from $96.25 million to $192.5 million under certain conditions if
certain agreed upon growth targets are met over the next five years.
Heine further agreed that, for the two-year period following the
closing, it will not transfer the Shares except under certain circumstances.
Heine also agreed that it will not own more than 4.9% of the Registrant's
outstanding common stock on a fully diluted basis. In addition, Heine agreed to
vote the Shares in accordance with the recommendations of the Registrant's Board
of Directors, and the Registrant agreed to grant Heine and Mr. Price certain
registration rights with respect to the Shares. Mr. Price and five senior
executives of Heine previously entered into employment agreements with Heine,
which will be assumed by Elmore.
Completion of the acquisition is subject to compliance with the
Hart-Scott-Rodino Antitrust Improvements Act, Mr. Price's employment agreement
with Heine, and that of three of five other senior executives, being in full
force and effect at the time of closing, as well as other customary conditions.
The Registrant or
<PAGE>
Heine may terminate the transaction if at least 80% of the total assets under
Heine's management as of the date of the Agreement are not still under
management by Heine immediately prior to the closing. A copy of the Registrant's
press release related to the acquisition is attached as Exhibit 99.
The purchase price of the acquisition will be funded through a
combination of the Registrant's available cash and one or more sources of
third-party financing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FRANKLIN RESOURCES, INC.
Date: June 26, 1996 By: /s/ Leslie M. Kratter
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Name: Leslie M. Kratter
Title: Vice President
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