SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): August 1,2000
(July 26, 2000)
FRANKLIN RESOURCES, INC.
(Exact name of registrant as specified in its charter)
.... DELAWARE....................1-9318...............13-2670991...
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 MARINERS ISLAND BLVD., SAN MATEO, CALIFORNIA........ 94404...
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code.(650) 312-3000
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
Franklin Resources, Inc. (the "Registrant") announced on July 26, 2000, that its
Ontario incorporated, Canadian subsidiary, Templeton Management Limited
("Templeton") and Templeton's newly-formed wholly-owned subsidiary, FTI
Acquisition Inc. ("FTI Acquisition"), had entered into an agreement (the
"Agreement"), attached as Exhibit 2.1, with Bissett & Associates Investment
Management Ltd., an Alberta incorporated, Canadian corporation, based in
Calgary ("Bissett") pursuant to which the Registrant, through FTI Acquisition,
will make an offer to the shareholders of Bissett to acquire all of the issued
and outstanding common shares (the "Shares") of Bissett (the "Offer").
The Offer for the Shares will be made at $20.50 per Share(CND) ($US 13.99) in
cash. Based on approximately 7 million fully-diluted Shares and transaction
costs, the transaction is valued at approximately $US 98 million ($143 million
(CND)). In addition, prior to the consummation of the transaction, Bissett will
pay a special dividend to Bissett shareholders from Bissett retained earnings of
CDN $0.48 per Share. The Offer has the unanimous support of the board of
directors of Bissett.
Pursuant to the Agreement, Bissett has agreed that it will not, directly or
indirectly, solicit or initiate any inquiries, discussions or negotiations with
any third party with respect to any acquisition proposal involving Bissett.
Bissett may, in certain circumstances, if the transaction were not completed, be
required to pay a non-completion fee in the amount of $US 1.9 million ($2.8
million (CND)). The formal Offer associated with the transaction is expected to
be mailed to Bissett's shareholders on or before August 15, 2000. The Offer will
be subject to various conditions, including a minimum of approximately 67% of
the Shares being tendered to the Offer.
FTI Acquisition has also entered into lock-up agreements with certain
shareholders of Bissett, which are attached as Exhibits 2.2, 2.3, 2.4 and 2.5.
Pursuant to the lock-up agreements, holders of approximately 67% of the Shares
have agreed to tender their holdings of the Shares to the Offer. The lock-up
agreements may be terminated by such shareholders only in certain limited
circumstances.
In addition, Templeton has entered into employment agreements with certain of
Bissett's key employees, non-competition agreements with certain of Bissett's
directors and has agreed to enter into an escrow agreement (attached as an
exhibit to the lock-up agreements) with certain principal shareholders of
Bissett. In connection with such lock-up and escrow agreements, certain of the
parties thereto have agreed to invest 30% of the proceeds from the sale of their
holdings of the Shares $US 16,907,000 ($24,775,890 (CND)) for five years in
Bissett and (if they so elect) Templeton mutual funds on a reducing balance
basis.
The obligations of Registrant and FTI Acquisition under the Agreement, and the
Offer to be made pursuant thereto, are subject to the satisfaction of a number
of conditions including the receipt of all applicable regulatory approvals as
well as other customary conditions.
The purchase price for the Shares will be funded through Registrant's available
cash.
Bissett provides investment advisory services throughout Canada to a broad range
of clients including: institutional clients such as pension and other savings
plans of corporations, municipalities, universities, endowments, and charitable
foundations; mutual funds and pooled trusts including Bissett's own family of
retail mutual funds as well as third party mutual funds; and private clients of
both Bissett and other financial institutions. Bissett had approximately $5.5
billion (CND) ($US 3.8 billion) under management as of June 30, 2000.
Registrant's press release is also attached as Exhibit 99.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS. The following exhibits are filed as part of the report:
Exhibit 2.1 Acquisition Agreement dated July 26, 2000 among Franklin
Resources, Inc. and FTI Acquisition and Bissett &
Associates Investment Management, Ltd.
Exhibit 2.2 Lock-up Agreement dated July 26, 2000 among Franklin
Resources, Inc., Belmont Capital Management, and David A.
Bissett.
Exhibit 2.3 Lock-up Agreement dated July 26, 2000 among Franklin
Resources, Inc., 571770 Alberta Ltd., and Nancy Grant
Lazar, Frederick E. Pynn, and Michael A. Quinn.
Exhibit 2.4 Lock-up Agreement dated July 26, 2000 among Franklin
Resources, Inc., 604478 Alberta Ltd., and Kevin W. Wolfe.
Exhibit 2.5 Lock-up Agreement dated July 26, 2000 among Franklin
Resources, Inc., Guest Holdings Ltd., and Gowan T. Guest.
Exhibit 99 Press Release issued on July 26, 2000 by Franklin
Resources, Inc.
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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.
(Registrant)
Date: August 1, 2000 /s/ Leslie M. Kratter
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LESLIE M. KRATTER
Senior Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 2.1 Acquisition Agreement dated July 26, 2000 among Franklin
Resources, Inc. and FTI Acquisition and Bissett &
Associates Investment Management, Ltd.
Exhibit 2.2 Lock-up Agreement dated July 26, 2000 among Franklin
Resources, Inc., Belmont Capital Management, and David A.
Bissett.
Exhibit 2.3 Lock-up Agreement dated July 26, 2000 among Franklin
Resources, Inc., 571770 Alberta Ltd., and Nancy Grant
Lazar, Frederick E. Pynn, and Michael A. Quinn.
Exhibit 2.4 Lock-up Agreement dated July 26, 2000 among Franklin
Resources, Inc., 604478 Alberta Ltd., and Kevin W. Wolfe.
Exhibit 2.5 Lock-up Agreement dated July 26, 2000 among Franklin
Resources, Inc., Guest Holdings Ltd., and Gowan T. Guest.
Exhibit 99 Press Release issued on July 26, 2000 by Franklin
Resources, Inc.
