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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Amendment No.1
Under the Securities Exchange Act of 1934
Franklin Principal Maturity Trust
---------------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
35459D103
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
(__)
The information required in the remainder of this cover page (except
any items to which the form provides a cross- reference) shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
(the "Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
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- -------------------------------------------------------------------------------
CUSIP No.
35459D103
- -------------------------------------------------------------------------------
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
- -------------------------------------------------------------------------------
2) Check the Appropriate box if a Member of a Group
(a) (_X_) Sole
(b) (___) Joint Filing
- -------------------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------------------
4) Citizenship or Place of Organization
Delaware
- -------------------------------------------------------------------------------
Number of Shares Beneficially
Owned by Each Reporting Person With: 5) Sole Voting Power
589,722
6) Shared Voting Power
0
7) Sole Dispositive Power
589,722
8) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
589,722
- -------------------------------------------------------------------------------
2
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(___)
- -------------------------------------------------------------------------------
11) Percent of Class Represented by Amount in Row 9
2.88%
- -------------------------------------------------------------------------------
12) Type of Reporting Person
HC/CO
- -------------------------------------------------------------------------------
3
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Item 1(a). Name of Issuer: Franklin Principal Maturity Trust
Item 1(b). Address of Issuer's Principal Executive Offices:
777 Mariners Island Boulevard
San Mateo, CA
94404-1585
Item 2(a). Name of Person Filing:
Lehman Brothers Holdings Inc.
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
35459D103
Item 3. Information if statement is filed pursuant to Rules 13d-1(b) or
13d-2(b):
The person filing this statement Lehman Brothers Holdings
Inc., a parent holding company in accordance with Section
240.13d-1(b)(ii)(G).
Item 4. Ownership
(a) Amount Beneficially Owned as of: December 31, 1994:
(b) Percent of Class:
See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the
disposition
(iv) shared power to dispose or to direct the
disposition
See Items 5-8 of cover pages
4
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Item 5. Ownership of Five Percent or Less of a Class
This statement is being filed to report that as of
December 31, 1994 the Reporting Persons have ceased to be the
beneficial owners of more than 5% of the class of securities
covered by this report.
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
Lehman Brothers Inc. is the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
5
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Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: December 31, 1994
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
--------------------------
Name: Karen C. Manson
Title: Vice President
Assistant Secretary
6
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Attachment 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Franklin Principal Maturity Trust
(Name of Issuer)
Common Stock Offered in Units with Warrants of Cytogen Corp.
(Title of Class of Securities)
35459D103000
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
( x )
The information required in the remainder of this cover page (except any items
to which the form provides a cross-reference) 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.
7
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CUSIP No.
35459D103000
1) Names of Reporting Person
Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
1,710,000
6) Shared Voting Power
-0-
7) Sole Dispositive Power
1,710,000
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,710,000
8
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10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
8.35%
12) Type of Reporting Person
BD
9
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CUSIP No.
35459D103000
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
1,710,000
6) Shared Voting Power
-0-
7) Sole Dispositive Power
1,710,000
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,710,000
10
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10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
8.35%
12) Type of Reporting Person
HC/CO
11
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CUSIP No.
35459D103000
1) Names of Reporting Person
American Express Company
S.S. or I.R.S. Identification No. of Above Person
13-4922250
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
1,710,000
6) Shared Voting Power
-0-
7) Sole Dispositive Power
1,710,000
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,710,000
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
12
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(___)
11) Percent of Class Represented by Amount in Row 9
8.35%
12) Type of Reporting Person
HC/CO
13
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Item 1(a). Name of Issuer: Franklin Principal Maturity Trust
Item 1(b). Address of Issuer's Principal Executive Offices:
777 Mariners Island Boulevard
San Mateo, CA 94404-1585
Item 2(a). Name of Person Filing:
Lehman Brothers Inc.
Lehman Brothers Holdings Inc.
American Express Company
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Common Stock Offered in Units with Warrants of Cytogen Corp.
Item 2(e). CUSIP Number:
35459D103000
Item 3. Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):
The persons filing this statement are Lehman Brothers Inc., a
Broker/Dealer registered under Section 15 of the Act, and Lehman
Brothers Holdings Inc. and American Express Company, parent holding
companies in accordance with Section 240.13d-1(b)(ii)(G).
Item 4. Ownership
(a) Amount Beneficially Owned as of: December 31, 1993
See Item 9 of cover pages
(b) Percent of Class:
14
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See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
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
See Exhibit 1
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
15
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Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.
Dated: December 31, 1993
LEHMAN BROTHERS INC.
By: /s/ Karen C. Manson
--------------------
Name: Karen C. Manson
Title: Senior Vice President
Secretary
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
--------------------
Name: Karen C. Manson
Title: Vice President
Assistant Secretary
AMERICAN EXPRESS COMPANY
By: /s/ Karen C. Manson
--------------------
Name: Karen C. Manson
Title: Authorized Representative
16
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Exhibit Index
Exhibit I Identification and Classification of Relevant
Subsidiaries
Exhibit II Statement of Lehman Brothers Inc.
Exhibit III Statement of Lehman Brothers Holdings Inc.
Exhibit IV Statement of American Express Company
17
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EXHIBIT I
TO SCHEDULE 13G
The persons filing this statement are Lehman Brothers Inc., a
registered Broker/Dealer and Lehman Brothers Holdings Inc. and
American Express Company, parent holding companies. The relevant
subsidiary is Lehman Brothers Inc.
18
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EXHIBIT II
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934
Pursuant to Rule 13d-1(f) (1) Lehman Brothers Inc., affirms it is
individually eligible to use Schedule 13G and agrees that this
Schedule is filed on its behalf.
Lehman Brothers Inc.
By: /s/ Karen C. Manson
--------------------
Name: Karen C. Manson
Title: Senior Vice President
Secretary
19
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EXHIBIT III
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934
Pursuant to Rule 13d-1(f) (1) Lehman Brothers Holdings Inc., affirms it is
individually eligible to use Schedule 13G and agrees that this Schedule is
filed on its behalf.
Lehman Brothers Holdings Inc.
By: /s/ Karen C. Manson
---------------------
Name: Karen C. Manson
Title: Vice President
Secretary
20
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EXHIBIT IV
to
SCHEDULE 13G
under the
Securities Exchange Act of 1934
American Express Company, 3 World Financial Center, New York, New
York disclaims beneficial ownership of the securities referred to
in the Schedule 13G to which this exhibit is attached, and the
filing of this Schedule 13G shall not be construed as an admission
that American Express Company is, for the purpose of Section 13(d)
or 13(g) of the Securities Exchange Act of 1934, the beneficial
owner of any securities covered by this Schedule 13G.
Pursuant to Rule 13d-1(f)(1) and subject to the preceding
disclaimer, American Express Company affirms it is individually
eligible to use Schedule 13G and agrees that this Schedule
is filed on its behalf, and authorizes the President, any Vice
President, the Comptroller, the Secretary, and the General Counsel
or any Associate General Counsel, each with power to act
singly, of each subsidiary of American Express Company making this
filing to sign this statement on behalf of American Express
Company.
AMERICAN EXPRESS COMPANY
By: /s/ Stephen P. Norman
----------------------
Name: Stephen P. Norman
Title: Secretary
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