UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
(Name of Issuer)
Templeton Dragon Fund, Inc.
(Title of Class of Securities)
Common Stock
(CUSIP Number)
88018T101
(Date of Event Which Requires Filing of this Statement)
January 7, 1999
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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
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) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
(I) Eternity Ltd.
(II) Faithfulness Ltd.
(III) John M. Templeton
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ X ]
(3) SEC Use Only
(4) Citizenship or Place of Organization
Eternity and Faithfulness are Cayman Islands corporations.
Sir. John M. Templeton is a citizen of the United Kingdom.
Number of (5) Sole Voting Power
Shares Nil
- ------------------------------------------------------------------------------
Benefici- (6) Shared Voting Power
ally Owned (I) & (III) 2,600,000 (II) & (III) 405,000
- ----------------------------------------------------------------------
by Each (7) Sole Dispositive Power
Reporting Nil
- ----------------------------------------------------------------------
Person With (8) Shared Dispositive Power
(I) & (III) 2,600,000 (II) & (III) 405,000
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
(I) & (III) 2,600,000 (II) & (III) 405,000
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
(11) Percent of Class Represented by Amount in Row 9
(I) & (III) 4.91%(II) & (III) 0.77%
(12) Type of Reporting Person
(I) CO
(II) CO
(III) IN
<PAGE>
Item 1(a)
Name of Issuer:
Templeton Dragon Fund, Inc.
Item 1(b)
Address of Issuer's Principal Executive Offices:
700 Central Avenue
St. Petersburg, Florida 33701
Item 2(a)
Name of Person Filing:
Eternity Ltd.
Faithfulness Ltd.
John M. Templeton
Eternity Ltd. and Faithfulness Ltd. are indirectly controlled by John
M. Templeton, a British subject, but they are of the view that they are not
acting as a "group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934 (the "1934 Act") and that they are not otherwise
required to attribute to each other the "beneficial ownership" of
securities "beneficially owned" under Rule 13d-3 under the 1934 Act.
Therefore they are of the view that shares held by them need not be
aggregated for purposes of Section 13(d). However, Eternity Ltd. and
Faithfulness Ltd. are making this filing on a voluntary basis as if all of
the shares are beneficially owned by them on a joint basis.
Item 2(b)
Address of Principal Business Office:
Eternity Ltd. and Faithfulness Ltd. are both located at:
Templeton Building
P.O. Box N-7776
Lyford Cay
Nassau, Bahamas
John M. Templeton is located at:
Templeton Building
P.O. Box 7776
Lyford Cay
Nassau, Bahamas
Item 2(c)
Citizenship:
Eternity Ltd. and Faithfulness Ltd. are companies incorporated under
the laws of the Cayman Islands. Sir John M. Templeton is a citizen of the
United Kingdom.
Item 2(d)
Title of Class of Securities:
Common Stock
<PAGE>
Item 2(e)
CUSIP Number:
88018T101
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check
whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a) (6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act
(i) [ ] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ X ]
Item 4
Ownership.
(a) Amount Beneficially Owned:
Eternity Ltd.: 2,600,000 Faithfulness Ltd.: 405,000
(b) Percent of Class:
Eternity Ltd.: 4.91% Faithfulness Ltd.: 0.77%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: Nil
(ii) Shared power to vote or to direct the vote: Eternity Ltd.: 2,600,000
Faithfulness Ltd.: 405,000
(iii) Sole power to dispose or to direct the disposition of: Nil
(iv) Shared power to dispose or to direct the disposition of:
Eternity Ltd.: 2,600,000
Faithfulness Ltd.: 405,000
By virture of his indirect control, Sir John M. Templeton shares with
Eternity Ltd. the power to vote and dispose of the shares owned by Eternity
and, similarly, shares with Faithfulness Ltd. the power to vote and dispose
of the shares owned by Faithfulness.
Item 5
Ownership of Five Percent or Less of a Class [ ]
Not Applicable
Item 6
Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7
Identification and Classification of the Subsidiary which Acquired the Security
Being Reported on By the Parent Holding Company.
Not Applicable
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 I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
Signature.
After reasonable inquiry and to the best of my knowledge and belief,
certify that the information set forth in this statement is true, complete and
correct.
Date: July 13, 1999
ETERNITY LTD.
Signature: /S/ JOHN M. TEMPLETON
Name/Title: By: John M. Templeton, President
Faithfulness Ltd.
Signature: /S/ JOHN M. TEMPLETON
Name/Title: By: John M. Templeton, President
Signature: /S/ JOHN M. TEMPLETON
Name/Title: John M. Templeton, Individually as indirect beneficial owner
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
Agreement Pursuant to Rule 13d-1(k)(1) of the
Securities Exchange Act of 1934
AGREEMENT
The undersigned agree that this Schedule 13G dated July 13, 1999 relating to the
Common Stock of Templeton Dragon Fund, Inc. shall be filed on behalf of the
undersigned.
ETERNITY, LTD.
/S/ JOHN M. TEMPLETON
By: John M. Templeton, President
FAITHFULNESS, LTD.
/S/ JOHN M. TEMPLETON
By: John M. Templeton, President
JOHN M. TEMPLETON
/S/ JOHN M. TEMPLETON
John M. Templeton, Individually
As indirect beneficial owner
