UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Healthsource, Inc.
(Name of Issuer)
Common (See Note 1)
(Title of Class of Securities)
42221E104
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
13-2670991
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,838,466 (See Note 1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,838,466 (See Note 1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,838,466 (See Note 1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Templeton Global Advisers Limited
N/A
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of the Bahamas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
6,259,371 (See Item 4)
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
6,259,371 (See Item 4)
8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,259,371
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
12. TYPE OF REPORTING PERSON
IA
Item 1.
(a) Name of Issuer
Healthsource, Inc.
(b) Address of Issuer's Principal Executive Offices
Two College Park Drive
Hooksett, NH 03106
Item 2.
(a) Name of Person Filing
(i) Franklin Resources, Inc.
(ii) Charles B. Johnson
(iii) Rupert H. Johnson, Jr.
(iv) Templeton Global Advisors Limited
(b) Address of Principal Business Office
(i), (ii), and (iii):
777 Mariners Island Blvd.
San Mateo, California 94404
(iv):
Lyford Cay, P.O. Box N-7759
Nassau, Bahamas
(c) Place of Organization or Citizenship
(i): Delaware
(ii) and (iii): USA
(iv): Commonwealth of the Bahamas
(d) Title of Class of Securities
Common (See Note 1)
(e) CUSIP
42221E104
Item 3. The persons filing this Schedule 13G are:
(i) Franklin Resources, Inc.
(g) Parent Holding Company
(ii) Charles B. Johnson
(g) Principal Shareholder of Parent Holding
Company
(iii) Rupert H. Johnson, Jr.
(g) Principal Shareholder of Parent Holding
Company
(iv) Templeton Global Advisors Limited
(e) Investment Adviser
Item 4. Ownership
The securities reported on herein are beneficially owned by one or
more open and closed-end investment companies or private accounts
which are managed by direct and indirect investment advisory
subsidiaries of Franklin Resources, Inc. ("FRI"), each of which is
registered under the Investment Adviser Act (the "Adviser
Subsidiaries"). Such advisory contracts grant to such advisory
subsidiaries all voting and investment power over the securities
owned by such advisory clients. Therefore, such advisory
subsidiaries may be deemed to be, for purposes of Rule 13d-3 under
the Securities Exchange Act of 1934, the beneficial owner of the
securities covered by this statement.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal
Shareholders") each own in excess of 10% of the outstanding Common
Stock of FRI and are the principal shareholders of FRI. FRI and
the Principal Shareholders may be deemed to be, for purposes of
Rule 13d-3 under the 1934 Act, the beneficial owner of securities
held by persons and entities advised by FRI or its subsidiaries.
FRI, the Principal Shareholders and each advisory subsidiary
disclaim any economic interest or beneficial ownership in any of
the securities covered by this Statement.
FRI, the Principal Shareholders, and each advisory subsidiary are
of the view that they are not acting as a "group" for purposes of
Section 13(d) under the 1934 Act and that they are not otherwise
required to attribute to each other the "beneficial ownership" of
securities held by any of them or by any persons or entities
advised by FRI or its subsidiaries.
(a) Amount Beneficially Owned
6,838,466 (See Note 1)
(b) Percent of Class
10.7%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Templeton Global Advisors Limited:
6,259,371
Templeton Management Limited (TML): 409,200
Templeton Investment Management Limited: 86,750
Franklin Advisers, Inc.: 42,585
Templeton Investment Management
(Australia) Limited: 38,260
Accounts advised by TML under sub-adviser
agreement: 2,300
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the
disposition of
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Templeton Global Advisors Limited:
6,259,371
Templeton Management Limited (TML): 409,200
Templeton Investment Management Limited: 86,750
Franklin Advisers, Inc.: 42,585
Templeton Investment Management
(Australia) Limited: 38,260
Accounts advised by TML under sub-adviser
agreement: 2,300
(iv) Shared power to dispose or to direct the
disposition of
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class
of securities, check the following [ ].
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
The clients of the Adviser Subsidiaries have the right to
receive dividends and proceeds of the sale of the
securities reported on in this statement. One or more other
series of investment companies registered with the SEC or
private accounts have the right to receive dividends from
and the proceeds from the sale of such securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
Templeton Global Advisors Limited 3(e)
Templeton Management Limited 3(e)
Templeton Investment Management Limited 3(e)
Franklin Advisers, Inc. 3(e)
Templeton Investment Management (Australia) Limited 3(e)
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below, we certify that, to the best of our knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
This report shall not be construed as an admission by the person
filing the report that it is the beneficial owner of any securities
covered by this report.
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement
is true, complete and correct.
January 9, 1997
S\CHARLES B. JOHNSON
S\DEBORAH R. GATZEK S\DEBORAH R. GATZEK
Deborah R. Gatzek By: Deborah R. Gatzek
Franklin Resources, Inc. Attorney in Fact pursuant to
Senior Vice President Power of Attorney for Charles
B. Johnson
& Assistant Secretary as attached to this Schedule
13G
S\RUPERT H. JOHNSON, JR.
S\DEBORAH R. GATZEK
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13G
S\MARTIN L. FLANAGAN
Martin L. Flanagan
Templeton Global Advisors Limited
Executive Vice President &
Director
Note 1: Includes 42,585 common shares that would result upon
conversion of 2,000,000 convertible bond units (as computed under
Rule 13(d)-3(1)(i)).
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints DEBORAH R. GATZEK his true and
lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13G, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer, director or shareholder of Franklin Resources, Inc. and,
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints DEBORAH R. GATZEK his true
and lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13G, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer, director or shareholder of Franklin Resources, Inc. and,
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue
hereof.
S\RUPERT H. JOHNSON, JR.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1 (f)(1) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees to the joint
filing with each other of the attached statement on Schedule 13G
and to all amendments to such statement and that such statement and
all amendments to such statement is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement
on
January 9, 1997
S\CHARLES B. JOHNSON
S\DEBORAH R. GATZEK S\DEBORAH R. GATZEK
Deborah R. Gatzek By: Deborah R. Gatzek
Franklin Resources, Inc. Attorney in Fact pursuant to
Senior Vice President Power of Attorney for Charles
B. Johnson
& Assistant Secretary as attached to this Schedule
13G
S\RUPERT H. JOHNSON, JR.
S\DEBORAH R. GATZEK
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13G
S\MARTIN L. FLANAGAN
Martin L. Flanagan
Templeton Global Advisors Limited
Executive Vice President &
Director
