SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2003 (July 24, 2003) FRANKLIN RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-9318 13-2670991 (Commission File Number) (IRS Employer Identification No.) One Franklin Parkway, San Mateo, California 94403 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 312-3000 ---------------------------------------------- (Former name or former address, if changed since last report): Not Applicable - -------------------------------------------------------------------------------- Item 7. Financial Statements and Exhibits (c) Exhibits 99 Press Release issued on July 24, 2003 by Franklin Resources, Inc. Item 9. Regulation FD Disclosure The information furnished under this "Item 9" is intended to be furnished under "Item 12. Results of Operations and Financial Condition" in accordance with SEC Release No. 33-8216. The information, including the exhibit attached hereto in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. On July 24, 2003, Franklin Resources, Inc. issued a press release announcing its financial results for the third quarter ended July 24, 2003. The full text of the press release is furnished as Exhibit 99 to this Report and is incorporated by reference. 2 - -------------------------------------------------------------------------------- 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. (Registrant) Date: July 24, 2003 /s/ Martin L. Flanagan ---------------------------- MARTIN L. FLANAGAN President 3 - -------------------------------------------------------------------------------- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99 Press Release issued on July 24, 2003 by Franklin Resources, Inc. 4 - --------------------------------------------------------------------------------