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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: OCTOBER 25, 2000
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FRANKLIN RESOURCES, INC.
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(EXACT NAME OF REGISTRANT)
DELAWARE 1-9318 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)
(650) 312-2000
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(REGISTRANT'S TELEPHONE NUMBER)
NY2:\976216\04\KX9404!.DOC\46360.0043
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ITEM 5. OTHER EVENTS.
On October 25, 2000, Franklin Resources, Inc., a Delaware corporation
(the "Registrant"), entered into an agreement and plan of share acquisition (the
"Acquisition Agreement") with Fiduciary Trust Company International, a bank
organized under the New York State Banking Law ("FTI"), providing for the
acquisition by the Registrant of all of the outstanding shares of common stock,
par value $1.00 per share, of FTI ("FTI Common Stock"). The acquisition will be
accomplished by way of the exchange of shares of common stock, par value $.10
per share, of Registrant ("Registrant Common Stock") for shares of FTI Common
Stock pursuant to the procedures set forth in Section 143-a of the New York
State Banking Law (the "Share Exchange").
At the effective time of the Share Exchange, each outstanding share of
FTI Common Stock will be exchanged for the right to receive a number of shares
of Registrant Common Shares equal to (A) divided by (B), with (A) being the
quotient obtained by dividing 825,000,000 by the Registrant Average Stock Price
(as defined in the Acquisition Agreement) provided that such quotient shall not
be less that 19,466,700 or more than 23,791,000 and (B) being the number of
shares of FTI Common Stock outstanding as of the effective time of the Share
Exchange to be exchanged for shares of Registrant Common Stock pursuant to the
terms of the Acquisition Agreement.
In connection with the execution of the Acquisition Agreement, FTI
granted the Registrant an option, exercisable under certain circumstances, to
purchase up to 19.9% of the currently issued and outstanding shares of FTI
Common Stock (the "Stock Option Agreement"). In addition, certain directors and
executive officers of FTI have entered into voting agreements pursuant to which
they have agreed to vote in favor of the Acquisition Agreement and the Share
Exchange.
The completion of the Share Exchange is subject to the receipt of
necessary governmental approvals (including approval of the Board of Governors
of the Federal Reserve System) and other conditions.
Copies of the Acquisition Agreement, Stock Option Agreement (attached
as Exhibit A to the Acquisition Agreement), forms of Voting Agreement and Press
Releases issued by the Registrant and FTI announcing the execution of the
Acquisition Agreement are attached to this Report as exhibits and are deemed
incorporated by reference herein.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
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Exhibit 2 -- Agreement and Plan of Share Acquisition between Franklin
Resources, Inc. and Fiduciary Trust Company International
Exhibit 99.1 -- Representative Form of Voting Agreement between
Franklin Resources, Inc. and Certain Directors and
Executive Officers of Fiduciary Trust Company
International
Exhibit 99.2 -- Earnings Press Release issued on October 25, 2000 by
Franklin Resources, Inc.
Exhibit 99.3 -- Acquisition Press Release issued jointly on October 25,
2000 by Franklin Resources, Inc. and Fiduciary Trust
Company International
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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: October 25, 2000 By: /s/ Leslie M. Kratter
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Name: Leslie M. Kratter
Title: Senior Vice President
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EXHIBIT INDEX
Exhibit No. Description
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2 -- Agreement and Plan of Share Acquisition between Franklin
Resources, Inc. and Fiduciary Trust Company International
99.1 -- Representative Form of Voting Agreement between Franklin
Resources, Inc. and Certain Directors and Executive Officers of
Fiduciary Trust Company International
99.2 -- Earnings Press Release issued on October 25, 2000 by Franklin
Resources, Inc.
99.3 -- Acquisition Press Release issued jointly on October 25, 2000 by
Franklin Resources, Inc. and Fiduciary Trust Company International
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