FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to______________
Commission File No. 1-9318
FRANKLIN RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2670991
-------- -----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
777 Mariners Island Blvd., San Mateo, CA 94404
(Address of Principal Executive Offices)
(Zip Code)
(415) 312-2000
(Registrant's telephone number, including area code)
___________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
YES X NO ______
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution
of securities under a plan confirmed by a court.
YES _____ NO ______
APPLICABLE ONLY TO CORPORATE ISSUERS:
Outstanding: 81,424,533 shares, common stock, par value
$.10 per share at July 31, 1996
Exhibit index See Page _____
PART I -FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
In the opinion of management, all appropriate adjustments necessary to
a fair presentation of the results of operations have been made for the
periods shown. All adjustments are of a normal recurring nature.
Certain prior period amounts have been reclassified to conform to
current period presentation. These financial statements should be read
in conjunction with the Company's audited financial statements for the
fiscal year ended September 30, 1995.
Franklin Resources, Inc.
Consolidated Statements of
Income
Unaudited
Three months ended Nine months ended
June 30 June 30
(Dollars in thousands, except
per share data) 1996 1995 1996 1995
Operating revenues:
Investment management fees $227,633 $187,114 $644,604 $534,270
Underwriting and
distribution fees 143,649 115,691 415,595 331,630
Transfer, trust and
related fees 23,569 16,747 67,589 48,210
Banking/finance, net and
other 551 274 4,029 7,460
Total operating
revenues 395,402 319,826 1,131,817 921,570
Operating expenses:
Underwriting and
distribution 144,137 107,108 409,369 300,838
General and administrative 121,380 98,097 349,556 279,438
Selling 18,118 15,229 50,929 53,350
Goodwill amortization 4,529 4,582 13,900 13,792
Total operating
expenses 288,164 225,016 823,754 647,418
Operating income 107,238 94,810 308,063 274,152
Other income/(expense):
Investment and other
income 16,611 9,140 37,265 21,166
Interest expense (2,782) (2,874) (8,824) (9,177)
Other income/(expense),
net 13,829 6,266 28,441 11,989
Income before taxes on income 121,067 101,076 336,504 286,141
Taxes on income 40,001 32,047 106,275 90,768
Net income $81,066 $69,029 $230,229 $195,373
Earnings per share:
Primary $0.98 $0.84 $2.77 $2.36
Fully diluted $0.97 $0.83 $2.76 $2.35
Dividends per share $0.11 $0.10 $0.33 $0.30
The accompanying notes are an integral part of these financial
statements.
Franklin Resources, Inc.
Consolidated Balance Sheets
Unaudited
June September
30 30
(Dollars in thousands) 1996 1995
ASSETS:
Current assets:
Cash and cash equivalents $354,597 $246,184
Receivables:
Fees from
Franklin/Templeton Group 127,905 110,972
Other 30,419 38,407
Investment securities,
available for sale 192,929 208,478
Prepaid expenses and other 9,833 7,167
Total current assets 715,683 611,208
Banking/finance group assets:
Cash and cash equivalents 28,729 15,515
Loans receivable, net 367,958 450,013
Investment securities,
available for sale 23,008 23,655
Other assets 5,676 6,876
Total banking/finance
group assets 425,371 496,059
Other Assets:
Investments:
Investment securities,
available for sale 20,715 15,291
Real Estate 8,804 8,826
Deferred costs 34,187 17,703
Premises and equipment, net 142,663 118,628
Goodwill, net of $69,571 and
$56,375 amortization,
respectively 646,438 660,363
Receivable from
banking/finance group 248,282 302,273
Other assets 15,227 14,330
Total other assets 1,116,316 1,137,414
Total assets $2,257,370 $2,244,681
The accompanying notes are an integral part of these financial
statements.
Franklin Resources, Inc.
Consolidated Balance Sheets
Unaudited
June September
30 30
(Dollars in thousands) 1996 1995
LIABILITIES:
Current liabilities:
Trade payables and accrued
expenses $129,602 $117,744
Debt payable within one year 374 87,204
Dividends payable 8,980 8,123
Total current liabilities 138,956 213,071
Banking/finance group liabilities:
Deposits of account
holders:
Interest bearing 135,313 159,627
Non-interest bearing 10,217 9,747
Payable to parent 248,282 302,273
Other liabilities 2,384 2,076
Total banking/finance
group liabilities 396,196 473,723
Other Liabilities:
Long-term debt 379,619 382,367
Other liabilities 16,808 14,477
Total other liabilities 396,427 396,844
Total liabilities 931,579 1,083,638
Stockholders' equity:
Preferred stock, $1.00 par value,
1,000,000 shares authorized; no
shares issued or outstanding
Common stock, $.10 par value;
500,000,000 shares authorized;
82,264,982 shares issued;
80,345,492 and 80,939,611 shares
outstanding, respectively 8,226 8,226
Capital in excess of par value 98,933 92,190
Retained earnings 1,294,750 1,091,204
Less cost of treasury stock (86,577) (48,519)
Other 10,459 17,942
Total stockholders' equity 1,325,791 1,161,043
Total liabilities and
stockholders' equity $2,257,370 $2,244,681
The accompanying notes are an integral part of these financial
statements.
Franklin Resources, Inc.
Consolidated Statements of Cash Flows
Unaudited
Nine months ended
June 30
(Dollars in thousands) 1996 1995
Net income $230,229 $195,373
Adjustments to reconcile net income to
net cash provided by operating
activities
(Increase)/decrease in receivables,
prepaid expenses and other (3,791) 2,214
Increase/(decrease) in trade payables,
accrued expenses and other 30,475 (19,309)
Depreciation and amortization 29,962 30,497
Gains on disposition of assets (13,418) (2,604)
Net cash provided by operating
activities 273,457 206,171
Sales/(purchases) of Franklin Templeton
funds, net 11,543 (21,057)
Purchases of banking/finance investment
portfolio (38,605) (100,201)
Liquidations of banking/finance
investment portfolio 39,284 104,283
Originations of banking/finance loans
receivable (21,382) (199,438)
Collections of banking/finance loans
receivable 90,201 110,355
Purchases of other investments, net (4,949) (1,754)
Purchases of premises and equipment and
other (39,977) (26,521)
Net cash provided by (used in)
investing activities 36,115 (134,333)
Decrease in deposits of bank
account holders (23,845) (7,016)
Exercise of common stock options 1,167 -
Dividends paid on common stock (25,826) (23,592)
Purchases of treasury stock (50,682) (41,506)
Issuance of debt 72,701 49,201
Repayment of debt (161,460) (34,833)
Net cash used in financing activities (187,945) (57,746)
Increase (decrease) in cash and cash
equivalents 121,627 14,092
Cash and cash equivalents, beginning of
the period 261,699 210,376
Cash and cash equivalents, end of the
period $383,326 $224,468
Supplemental disclosure of non-cash
information:
Value of common stock issued in other
transactions $17,675 $17,940
The accompanying notes are an integral part of these financial
statements.
Note to Condensed Consolidated Financial Statements
1. Debt
The Company issued $60 million in medium-term notes during March 1996,
maturing March 2001 with coupon rates of 6.56%. The proceeds were used
to retire $20 million in medium-term notes that had matured and reduce
outstanding short-term commercial paper. In June 1996, the Company
retired an additional $20 million in medium-term notes that had
matured.
The Company's overall effective interest rate at June 30, 1996 was
6.48% on approximately $380 million of outstanding commercial paper,
medium-term notes and subordinated debentures.
In July 1996, the Company issued an additional $30 million in medium-
term notes maturing July 1998 with coupon rates from 6.62% to 6.63% in
order to retire $10 million in medium-term notes that had matured in
July 1996 and to replace $20 million in medium-term notes that had
matured in June 1996.
The Company has entered into interest rate swap agreements to exchange
variable-rate interest payment obligations for fixed-rate interest
payment obligations without the exchange of underlying principal
amounts. At June 30, 1996, the Company had swap agreements outstanding
with an aggregate notional amount of $125 million, maturing August
through September 1999, under which the Company paid fixed rates of
interest ranging from 6.24% to 6.451%. These financial instruments are
placed with major financial institutions. The credit worthiness of the
counterparties is subject to continuing review and full performance is
anticipated. Any potential loss from failure of the counterparties to
perform is deemed to be immaterial.
2. Heine Merger
On June 25, 1996, the Company and Heine Securities Corporation, Inc.
("Heine"), the investment advisor to Mutual Series Fund Inc. ("Mutual")
announced they have agreed to a merger of the businesses of Heine and
Franklin. The transaction has received certain government regulatory
approvals and has been approved by the board of Mutual. It is subject
to approval by the shareholders of Mutual at a meeting scheduled to be
held on October 25, 1996.
The transaction has an aggregate value of approximately $610 million.
Heine Securities will receive $550 million in cash, along with 1.1
million shares of Franklin Resources, Inc. common stock which may not
be sold for two years and which are subject to other restrictions.
Heine will initially invest $150 million of the cash proceeds in Mutual
with a minimum balance of $100 million for five years.
The Company expects to finance the cash payment from cash and
securities on hand, as well as its available commercial paper and
medium-term note facilities.
Heine Securities Corporation had approximately $17 billion under
management as of June 30, 1996.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
GENERAL
Franklin Resources, Inc. and its majority-owned subsidiaries (the
"Company") derives substantially all of its revenue and net income from
providing investment management, administration, distribution and
related services to the Franklin Templeton funds, managed accounts and
other investment products. The Company's revenues are derived largely
from the amount and composition of assets under management. The
Company has a diversified base of assets under management and a full
range of investment management products and services to meet the needs
of a variety of individuals and institutions.
The Company's assets under management were $147.6 billion at June 30,
1996, an increase of $16.8 billion (13%) from September 30, 1995 and an
increase of $21.7 billion (17%) from June 30, 1995. These increases
were the result of both net sales and market appreciation.
The Company operates in five geographic areas of the world: the United
States, Canada, the Bahamas, Europe and Asia/Pacific. At June 30,
1996, the Company had offices in 18 countries. The Company continues
to explore opportunities globally to increase its investment research
capabilities and to support global distribution channels.
I. Material Changes in Results of Operations
Results of operations
Three months ended Nine months ended
June 30 % June 30 %
(In millions) 1996 1995 Change 1996 1995 Change
Net Income $81.1 $69.0 18% $230.2 $195.4 18%
Earnings per share
Primary $.98 $.84 17% $2.77 $2.36 17%
Fully diluted $.97 $.83 17% $2.76 $2.35 17%
Operating margin 27% 30% 27% 30%
The increases in net income were primarily due to increases in
investment management fees as a result of higher average assets under
management and capital gains realized during the current period.
Operating expenses increased at a higher rate than operating revenues
resulting in a 3% decline in the Company's operating margins in the
periods under review. Previously reported operating margins have been
restated for all periods to conform to the new income statement
presentations. The increases in operating expenses were primarily due
to increases in underwriting and distribution expenses which increased
approximately 35% in the periods under review. Operating revenues will
continue to be dependent upon the amount and composition of assets
under management, mutual fund sales and the number of mutual fund
investors and institutional clients. Operating expenses are expected
to increase with the Company's ongoing expansion, the increase in
competition and the Company's commitment to improve its products and
services.
The contributions to the Company's operating profit from its non-U.S.
operations remained unchanged from the previous quarter. These results
will continue to be dependent on the amount and composition of assets
managed by the Company's non-U.S. subsidiaries principally in Canada,
the Bahamas and the Asia/Pacific region. There have been no
significant changes to the Company's limited exposure to fluctuations
in global currency markets.
Assets under management* As of
June 30 %
(In billions) 1996 1995 Change
Franklin Templeton Group:
Fixed income funds:
Tax-free $41.7 $39.9 5%
U.S. government (primarily GNMA's) 15.5 16.2 (4%)
Taxable and tax-free money funds 2.8 2.6 8%
Global/international 2.9 2.8 4%
Total fixed-income funds 62.9 61.5 2%
Equity and income funds:
Global/international 45.3 33.5 35%
U.S. equity/income 18.8 15.1 24%
Total equity and income funds 64.1 48.6 32%
Total Franklin Templeton fund assets 127.0 110.1 15%
Franklin Templeton institutional
assets 20.6 15.8 30%
Total Franklin Templeton Group $147.6 $125.9 17%
*Certain prior year amounts have been reclassified to conform to
current year presentation.
Changes in assets under management
Three months ended Nine months ended
June 30 % June 30 %
(In billions) 1996 1995 Change 1996 1995 Change
Assets under management
- beginning $141.4 $118.8 $130.8 $118.2
Sales & reinvestments 9.9 7.0 41% 27.2 21.1 29%
Redemptions (5.6) (5.3) 6% (15.6) (17.4) (10%)
Market
appreciation/
(depreciation) 1.9 5.4 (65%) 5.2 (4.0) 30%
Assets under management
- ending $147.6 $125.9 17% $147.6 $125.9 17%
Average assets under
management $144.7 $122.8 18% $138.6 $118.9 17%
Fixed-income funds represent 43% of assets under management as of June
30, 1996, down from 49% a year ago. This trend generally reflects
investors' preference for equity funds and their relatively higher
level of market appreciation during the periods under review.
Equity and income funds represent 43% of assets under management as of
June 30, 1996, up from 39% a year ago. Global/international equity
funds' assets under management were up 35% from levels a year ago. U.S.
equity/income funds increased 24% from levels a year ago. Both trends
reflect increased sales and market appreciation.
Institutional assets represent 14% of assets under management as of
June 30, 1996 up from 13% a year ago. This increase resulted from an
increase in the number of clients as well as additional investments
from existing clients and market appreciation. The Company is strongly
committed to the institutional business and intends to continue the
expansion of the services it provides in this area.
Operating revenue
Three months ended Nine months ended
June 30 % June 30 %
(In millions) 1996 1995 Change 1996 1995 Change
Investment management
fees $227.6 $187.1 22% $644.6 $534.3 21%
Underwriting and
distribution fees 143.6 115.7 24% 415.6 331.6 25%
Transfer, trust and
related fees 23.6 16.7 41% 67.6 48.2 40%
Banking/finance, net
and other .6 .3 100% 4.0 7.5 (47%)
Total operating
revenues $395.4 $319.8 24% $1,131.8 $921.6 23%
The Company's revenues from investment management fees are derived
primarily from fixed-fee arrangements based upon the level of assets
under management with open-end and closed-end investment companies,
managed accounts and other investment products. There have been no
significant changes in the management fee structures for the Franklin
Templeton Group in the periods under review. Investment management
fees increased primarily due to 18% and 17% increases in average assets
under management during the three-and nine-month periods, respectively.
The relatively higher growth rate of global equity fund assets, which
generally have higher fee rates than fixed-income fund assets, also
contributed to the trends during the periods.
Underwriting and distribution fees include sales commission and
distribution fee revenues earned primarily from fund sales. In the
periods under review, the increase in underwriting and distribution
fees from mutual fund sales was partially offset by a decrease in the
commissions earned on annuity products due to a change in the fee
structure effective September 1, 1995.
Transfer, trust and related fees are generally fixed charges per
account which vary with the particular type of fund and the service
being rendered. Transfer, trust and related fees increased in part as
a result of a 15% increase in retail fund shareholder accounts to 5.4
million from 4.7 million a year ago. Also, effective July 1, 1995,
approximately 85 of the Company's U.S. mutual funds consisting of
approximately 2.3 million shareholder accounts implemented an average
annual fee increase of $4 per shareholder account.
Banking/finance, net and other
Three months ended Nine months ended
June 30 % June 30 %
(In millions) 1996 1995 Change 1996 1995 Change
Revenues $11.5 $13.4 (14%) $36.6 $40.8 (10%)
Provision for loan
losses (4.8) (5.3) (9%) (13.2) (12.3) 7%
Interest expense (6.1) (7.8) (22%) (19.4) (21.0) (8%)
Total banking,finance,
net and other $.6 $.3 100% $4.0 $7.5 (47%)
The Company substantially increased its auto loan portfolio during
fiscal year 1994 as it expanded this business activity. Because a
substantial portion of the portfolio was new, the impact of delinquency
and loss trends was not fully reflected in the financial performance of
the Company until fiscal year 1995. As the Company has expanded its
auto loan financing business, it has concurrently strengthened its
collection capabilities, policies and procedures, as well as its
underwriting criteria and its overall management team. Management is
monitoring the results of its increased efforts in the credit and
collection areas.
Compared to the corresponding three-month period in the prior year,
banking/finance, net and other revenues increased principally due to
decreases in the provision for loan losses and interest expense
attributable to the banking/finance group. Revenues decreased
principally due to a 18% decrease in loans outstanding during the
period. Provision for loan losses decreased due to a 4% decrease in
delinquencies. Interest expense during the period decreased due to
reduced borrowings by the banking/finance group from the parent as a
result of net paydowns on dealer auto loans.
Compared to the nine-month period in the prior year, banking/finance,
net and other revenues declined due to a decrease in revenue as a
result of lower average loan balances and an increase in the provision
for loan losses as a result of increased delinquency and charge-off
rates compared to the same period a year ago.
Operating expenses
Three months ended Nine months ended
June 30 % June 30 %
(In millions) 1996 1995 Change 1996 1995 Change
Underwriting and
distribution $144.1 $107.1 35% $409.4 $300.8 36%
General and
administrative 121.4 98.1 24% 349.6 279.4 25%
Selling 18.1 15.2 19% 50.9 53.4 (5%)
Goodwill
amortization 4.6 4.6 -% 13.9 13.8 1%
Total operating
expenses $288.2 $225.0 28% $823.8 $647.4 27%
Increases in operating expenses principally resulted from an increase
in underwriting and distribution costs as well as the general expansion
of the Company's business.
Underwriting and distribution include sales commissions and
distribution fees paid to third party intermediaries. During the third
quarter of the previous fiscal year, many of the U.S. Franklin and
Templeton funds introduced a new class of shares, Class II shares,
which pay brokers a sales commission and distribution fees that are
only partially recovered by the Company through distribution fee
revenues. During the three-and nine-month periods under review,
distribution expenses have grown at a faster rate than distribution
revenues because of the relatively higher growth in the sales of Class
II shares and similar products sold primarily in Canada.
While Class II shares have increased the Company's distribution
expenses and utilized the Company's capital resources over the short
term, the Company believes that the new class of shares will result in
an overall increase in assets under management by expanding
distribution of fund shares. Sales of Class II shares represented 13%
of the Company's long-term U.S. mutual fund sales during the first nine
months of 1996.
The level of underwriting and distribution expenses can be expected to
vary with the level of sales, the level of assets under management and
the composition of products sold.
General and administrative expenses increased during the period due to
higher employment, technology and facilities costs related to the
expansion of the Company's business. Employee count increased
approximately 8% from June 30, 1995 to over 4,800 at June 30, 1996.
Employment costs represent approximately 30% of operating expenses
during the three-and nine-month periods ended June 30, 1996 and
represent approximately 90% and 85% of the increases in general and
administrative expenses during the three-and nine-month periods,
respectively. Employment costs include incentive-based compensation
which will continue to be dependent upon changes in operating profits.
Changes in selling expense during the comparative three-and nine-month
periods were due mainly to periodic variations in media advertising and
marketing campaigns.
Other income/(expense)
Three months ended Nine months ended
June 30 % June 30 %
(In millions) 1996 1995 Change 1996 1995 Change
Investment and other
income $16.6 $9.1 82% $37.2 $21.2 75%
Interest expense (2.8) (2.8) -% (8.8) (9.2) (4%)
Other income (expense),
net $13.8 $6.3 119% $28.4 $12.0 137%
The increases in investment income resulted from an increase in the
average levels of interest-bearing assets invested, as well as $5.7
million and $13.4 million of capital gains realized during the three-
and nine-month periods, respectively.
The Company's overall effective interest rate at June 30, 1996 was
6.48% on approximately $380 million of outstanding commercial paper,
medium-term notes and subordinated debentures as compared to 6.27% on
$478 million of debt outstanding at June 30, 1995. The Company has
fixed the interest rates it pays on 99% of its outstanding debt through
its medium-term note program, its subordinated debentures and interest
rate swap agreements.
The increase in taxes on income is primarily attributable to the
increase in pre-tax income.
II. Material Changes in Financial Condition, Liquidity and Capital
Resources
Selected balance sheet items
As of As of
June 30 September 30 %
(In millions) 1996 1995 Change
Banking/finance loans
receivable, net $368.0 $450.0 (18%)
Receivable from the
banking/finance group $248.3 $302.3 (18%)
Deferred costs $34.2 $17.7 93%
Debt payable within one year $.4 $87.2 (100%)
Interest bearing deposits of
bank account holders $135.3 $159.6 (15%)
At June 30, 1996, banking/finance loans receivable, net decreased due
to net paydowns and a decrease in funding of new auto loans as a result
of more stringent credit requirements. The proceeds from net paydowns
of loans were used to reduce the receivable from the banking/finance
group.
Deferred costs increased principally due to an increase in deferred
commissions on sale of Canada-based funds and Class II shares.
Debt payable within one year decreased as a result of the Company using
the proceeds from a $40 million issuance of medium-term notes and
approximately $47 million in cash from operations and sales of
investments to reduce outstanding short-term commercial paper.
Both interest bearing and non-interest bearing deposits are gathered
for purposes of funding loans and purchasing securities. The decrease
in interest bearing deposits was a result of decreased funding needs
due to the sale of bank credit card receivables and the paydown of auto
loan receivables.
Selected cash flow items
Nine months ended
June 30
(In millions) 1996 1995
Cash flows from operating activities $273.5 $206.2
Cash flows from investing activities $36.1 ($134.3)
Cash flows from financing activities ($187.9) ($57.7)
The increase in cash flows from operating activities was primarily the
result of an increase in net income and an increase in the net change
in trade payables and accrued expenses.
The cash flows from investing and financing activities during the
period were affected primarily by the decrease in the Company's funding
of auto and credit card loans of the banking/finance group, purchases
of premises and equipment, repayment of debt, decrease in deposits of
bank account holders and purchases of Company shares. The Company
continues to fund these activities primarily from operating cash flows
while utilizing its commercial paper and medium-term note facilities
when appropriate.
During the nine-month period ended June 30, 1996, the Company purchased
954,755 Franklin Resources, Inc. shares for $50.7 million. On March
14, 1996, the Board of Directors of the Company authorized the purchase
of up to an additional 3,000,000 shares under its repurchase program.
At June 30, 1996, the Company had 3,914,511 shares available under its
authorized repurchase program. The Company will continue from time to
time to purchase its own shares in the open market and in private
transactions when it believes the market price of its shares merits
such action.
Distribution of Class II shares has required the Company to advance a
one percent dealer commission which is expected to be recouped
substantially during the subsequent twelve-month period primarily
through a .75% and .50% asset based charge on equity and fixed income
funds, respectively. The 1% dealer commission has been deferred and
amortized on a straight-line basis over the eighteen-month contingent
deferred sales charge period. The Company has funded these advances
through operating cash flows and existing debt facilities. The Company
anticipates increased sales of Class II shares which will result in
increased advances of dealer commissions.
At June 30, 1996, the Company held liquid assets of $757.6 million,
including $383.3 million in cash and cash equivalents as compared to
$643.2 million, including $261.7 million in cash and cash equivalents
at September 30, 1995, respectively.
FRANKLIN RESOURCES, INC.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of the report:
Exhibit 3(i)(a) Registrant's Certificate of Incorporation, as filed
November 28, 1969, incorporated by reference to Exhibit
(3)(i) to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1994 (the "1994
Annual Report")
Exhibit 3(i)(b) Registrant's Certificate of Amendment of Certificate
of Incorporation, as filed March 1, 1985, incorporated
by reference to Exhibit (3)(ii) to the 1994 Annual
Report
Exhibit 3(i)(c) Registrant's Certificate of Amendment of Certificate
of Incorporation, as filed April 1, 1987, incorporated
by reference to Exhibit (3)(iii) to the 1994 Annual
Report
Exhibit 3(i)(d) Registrant's Certificate of Amendment of Certificate
of Incorporation, as filed February 2, 1994,
incorporated by reference to Exhibit (3)(iv) to the 1994
Annual Report
Exhibit (3)(ii) Registrant's By-Laws are incorporated by reference to
Exhibit 3(v) to Registrant's Form 10-Q for the Quarterly
Period ended December 31, 1994.
Exhibit 10.1 Representative WRAP Account Supplement to Dealer's
Agreement with Franklin/Templeton Distributors, Inc.
Exhibit 10.2 Representative Master Custody Agreement between Bank of
New York and Franklin/Templeton funds.
Exhibit 10.3 Representative Management Agreement between Franklin
Advisory Services, Inc. and certain Franklin funds.
Exhibit 10.4 Amendment to Representative Investment Management
Agreement between Templeton Global Strategy SICAV and
Franklin Advisers, Inc.
Exhibit 10.5 Representative Investment Management Agreement between
Templeton Global Investment Trust and Templeton
Investment Counsel, Inc.
Exhibit 11 Computations of per share earnings.
Exhibit 12. Computations of ratios of earnings to fixed charges
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K:
(i) Form 8-K dated April 26, 1996 reporting under
Item 5 Other Events the filing of an earnings press
release by the Company on April 25, 1996 and including
said press release as an Exhibit under Item 7 Financial
Statements and Exhibits.
(ii) Form 8-K dated June 25, 1996 as amended by Form
8-K/A dated June 26, 1996 reporting under Item 5 Other
Events the filing of an Agreement to Merge the
Businesses of Heine Securities Corporation, Elmore
Securities Corporation and Franklin Resources, Inc., and
the accompanying press release issued June 25, 1996 by
the Company and including said Agreement and press
release as an Exhibit under Item 7 Financial Statements
and Exhibits.
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 thereunto duly authorized.
FRANKLIN RESOURCES, INC.
Registrant
Date: August 14, 1996 /S/ Martin L. Flanagan
---------------------------
MARTIN L. FLANAGAN
Senior Vice President,
Treasurer and Chief
Financial Officer
INDEX TO EXHIBITS
Exhibit
Exhibit 3(i)(a) Registrant's Certificate of Incorporation, as filed
November 28, 1969, incorporated by reference to Exhibit
(3)(i) to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1994 (the "1994
Annual Report")
Exhibit 3(i)(b) Registrant's Certificate of Amendment of Certificate
of Incorporation, as filed March 1, 1985, incorporated
by reference to Exhibit (3)(ii) to the 1994 Annual
Report
Exhibit 3(i)(c) Registrant's Certificate of Amendment of Certificate
of Incorporation, as filed April 1, 1987, incorporated
by reference to Exhibit (3)(iii) to the 1994 Annual
Report
Exhibit 3(i)(d) Registrant's Certificate of Amendment of Certificate
of Incorporation, as filed February 2, 1994,
incorporated by reference to Exhibit (3)(iv) to the 1994
Annual Report
Exhibit (3)(ii) Registrant's By-Laws are incorporated by reference to
Exhibit 3(v) to Registrant's Form 10-Q for the Quarterly
Period ended December 31, 1994.
Exhibit 10.1 Representative WRAP Account Supplement to Dealer's
Agreement with Franklin/Templeton Distributors, Inc.
Exhibit 10.2 Representative Master Custody Agreement between Bank of
New York and Franklin/Templeton funds.
Exhibit 10.3 Representative Management Agreement between Franklin
Advisory Services, Inc. and certain Franklin funds.
Exhibit 10.4 Amendment to Representative Investment Management
Agreement between Templeton Global Strategy SICAV and
Franklin Advisers, Inc.
Exhibit 10.5 Representative Investment Management Agreement between
Templeton Global Investment Trust and Templeton
Investment Counsel, Inc.
Exhibit 11 Computations of per share earnings.
Exhibit 12. Computations of ratios of earnings to fixed charges
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K:
(i) Form 8-K dated April 26, 1996 reporting under
Item 5 Other Events the filing of an earnings press
release by the Company on April 25, 1996 and including
said press release as an Exhibit under Item 7 Financial
Statements and Exhibits.
(ii) Form 8-K dated June 25, 1996 as amended by Form
8-K/A dated June 26, 1996 reporting under Item 5 Other
Events the filing of an Agreement to Merge the
Businesses of Heine Securities Corporation, Elmore
Securities Corporation and Franklin Resources, Inc., and
the accompanying press release issued June 25, 1996 by
the Company and including said Agreement and press
release as an Exhibit under Item 7 Financial Statements
and Exhibits.