UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be included in statements filed pursuant to
Rules 13d-1(b),(c), and (d) and amendments
thereto filed pursuant to Rule 13d-2(b)
(Amendment No. 1)*
(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)
December 31, 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).
<PAGE>
CUSIP No. 88018T101
(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 Ltd. and Faithfulness Ltd. are each incorporated in the Cayman
Islands.
John M. Templeton is a citizen of the United Kingdom.
Number of (5) Sole Voting Power
Shares Nil
Benefici-
ally Owned (6) Shared Voting Power
by Each Eternity Ltd. and John M. Templeton: 600,000
Reporting Faithfulness Ltd. and John M. Templeton: 405,000
Person With
(7) Sole Dispositive Power
Nil
(8) Shared Dispositive Power
Eternity Ltd. and John M. Templeton: 600,000
Faithfulness Ltd. and John M. Templeton: 405,000
(9) Aggregate Amount Beneficially Owned by Each
Reporting Person
Eternity Ltd. and John M. Templeton: 600,000
Faithfulness Ltd. and John M. Templeton: 405,000
(10) Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
(11) Percent of Class Represented by Amount in Row 9
Eternity Ltd. and John M. Templeton: 1.14%
Faithfulness Ltd. and John M. Templeton: 0.77%
(12) Type of Reporting Person
Eternity Ltd. and Faithfulness Ltd.: CO
John M. Templeton: 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 N-7776
Lyford Cay
Nassau, Bahamas
Item 2(c)
Citizenship:
Eternity Ltd. and Faithfulness Ltd. are companies incorporated under the laws of
the Cayman Islands. 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
Item 3
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. and John M. Templeton: 600,000
Faithfulness Ltd. and John M. Templeton: 405,000
(b) Percent of Class:
Eternity Ltd. and John M. Templeton: 1.14%
Faithfulness Ltd. and John M. Templeton: 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. and John M. Templeton: 600,000
Faithfulness Ltd. and John M. Templeton: 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. and John M. Templeton: 600,000
Faithfulness Ltd. and John M. Templeton: 405,000
By virtue of his indirect control, John M. Templeton shares with
Eternity Ltd. the power to vote and dispose of the shares owned by
Eternity Ltd. and, similarly, shares with Faithfulness Ltd. the power
to vote and dispose of the shares owned by Faithfulness Ltd.
Item 5
Ownership of Five Percent or Less of a Class
As of December 31, 1999, and as of the date of this filing, the Reporting
Persons are not deemed to beneficially own of more than 5% of the outstanding
Common Stock of the Issuer.
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: March 15, 2000
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).
<PAGE>
Agreement Pursuant to Rule 13d-1(k)(1) of the
Securities Exchange Act of 1934
AGREEMENT
The undersigned agree that this Amendment No. 1 to Schedule 13G dated March
15, 2000 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
