Filed by Franklin Resources, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No. 1-9318
Subject Company: Fiduciary Trust Company International
FRANKLIN RESOURCES, INC. CHANGES THE METHOD OF ACCOUNTING TREATMENT FOR ITS
PROPOSED ACQUISITION OF FIDUCIARY TRUST COMPANY INTERNATIONAL
Contact: Franklin Templeton Investments
Alan Weinfeld, Investor Relations, 650-525-8900
Holly Gibson Brady, Corporate Communications, 650-312-4701
SAN MATEO, CA and NEW YORK, NY, January 19, 2001--Franklin Resources,
Inc. (operating as Franklin Templeton Investments) (NYSE: BEN) of San Mateo, CA,
and Fiduciary Trust Company International (OTCBB: FCNY) of New York announced
today the amendment of the acquisition agreement between the two companies to
provide for the use of the purchase method of accounting instead of the pooling
of interests method of accounting for Franklin Templeton's acquisition of
Fiduciary Trust.
Franklin Templeton and Fiduciary Trust's decision to use the purchase
method of accounting was based on a recent pronouncement by the Financial
Accounting Standards Board regarding the method of accounting for business
combinations. In light of this change, it is anticipated that Franklin Templeton
will not issue the 7.2 million shares provided for in its December 8, 2000
filing of a Form S-3 with the SEC.
Franklin Templeton does not anticipate that the change in accounting
treatment will have any impact on the timing of the completion of the
acquisition or on any other terms of the acquisition. While still subject to
shareholder and regulatory approval and other customary closing conditions, it
is expected that the acquisition will be completed in the first quarter of
calendar 2001.
Fiduciary Trust is one of the oldest independent investment
management firms. Since its establishment in 1931, the company has grown to
employ approximately 700 people in 13 offices in nine countries around the
world. It has one of the longest global track records for any U.S.-based
manager--having invested in the international markets since the early 1960s.
Fiduciary Trust's clients include major corporations, public funds, foundations,
endowments and wealthy families in the United States, Europe and Asia. The firm
currently serves approximately 1,000 wealthy families and nearly 500
institutional clients.
Franklin Resources, Inc. is a global investment organization
operating as Franklin Templeton Investments. Through its subsidiaries, Franklin
Templeton provides global and domestic investment, shareholder and distribution
services to the Franklin, Templeton and Mutual Series funds and institutional
accounts. The San Mateo, CA-based company has over 50 years of investment
experience. Franklin Resources, Inc. common stock is listed on the New York
Stock Exchange, the Pacific Exchange, Inc. (BEN) and the London Stock Exchange
(FKR) and is included in the Standard & Poor's 500 Index.
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Cautionary Note Regarding Forward-Looking Statements: Statements in
this press release regarding Franklin Templeton's acquisition of Fiduciary Trust
which are not historical facts are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve a number of risks, uncertainties and other
important factors that could cause the actual results and outcomes to differ
materially from any future results or outcomes expressed or implied by such
forward-looking statements. Such risks, uncertainties and other important
factors include: the ability to obtain governmental approvals of the share
exchange on the proposed terms and schedule; the failure of Fiduciary Trust's
shareholders to approve the share exchange; the risk that the businesses will
not be integrated successfully; the risk that the revenue synergies and cost
savings from the transaction may not be fully realized or may take longer to
realize than expected; disruption from the transaction making it more difficult
for each company to maintain relationships with clients or employees; increased
competition; the risks of new and changing regulation in the U.S. and
internationally; and other risk factors described in Franklin Templeton's recent
filings with the U.S. Securities and Exchange Commission.
For more information on Franklin Templeton, please visit
franklintempleton.com. For more information on Fiduciary Trust, please visit the
company's website at www.fiduciarytrust.com.
Additional Information: On December 26, 2000, Franklin filed a proxy
statement/prospectus in connection with its proposed acquisition of Fiduciary
Trust Company International. Franklin and Fiduciary will be jointly preparing an
amendment to the proxy statement/prospectus and will be filing such amendment
with the Securities and Exchange Commission as soon as practicable. FIDUCIARY
TRUST COMPANY INTERNATIONAL SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE TRANSACTION. Investors will be able to obtain these
documents free of charge at the Commission's website at www.sec.gov or from
Franklin by directing such requests to Investor Relations, Franklin Resources,
Inc., 777 Mariners Island Blvd., San Mateo, CA 94409, (tel: 1-800-632-2350
x28900).
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