SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: APRIL 10, 2001
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FRANKLIN RESOURCES, INC.
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(EXACT NAME OF REGISTRANT)
DELAWARE 1-9318 13-2670991
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(STATE OF INCORPORATION) (COMMISSION FILE NO.) (IRS EMPLOYER
IDENTIFICATION
NUMBER)
777 MARINERS ISLAND BLVD.
SAN MATEO, CALIFORNIA 94404
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(650) 312-2000
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(REGISTRANT'S TELEPHONE NUMBER)
NY2:\1032846\01\M4Y601!.DOC\46360.0043
ITEM 1. NOT APPLICABLE
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 10, 2001, Franklin Resources, Inc., a Delaware corporation
("Franklin" or the "Registrant"), completed its acquisition of Fiduciary Trust
Company International, a bank organized under the New York State Banking Law
("Fiduciary"). The acquisition was accomplished by way of a share exchange
pursuant to Section 143-a of the New York State Banking Law (the "Acquisition").
As a result of the Acquisition, Fiduciary became a wholly-owned subsidiary of
Franklin.
Pursuant to the Plan of Acquisition, each issued and outstanding
share of common stock, par value $1.00 per share of Fiduciary ("Fiduciary Common
Stock"), was exchanged for 2.7744 shares of common stock, par value $.10 per
share of Franklin ("Franklin Common Stock"). As a result of the Acquisition,
Franklin will issue approximately 20,187,000 shares of Franklin Common Stock in
exchange for the shares of Fiduciary Common Stock.
Prior to the Acquisition, Fiduciary's assets were primarily used in
the business of investment management and custody related services for high
net-worth individuals and families, endowment funds, government and corporate
pension funds and other institutions. Franklin and Fiduciary intend to continue
such business.
ITEM 3-6. NOT APPLICABLE
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF THE BUSINESS ACQUIRED.
It is impracticable to provide the required financial
statements for the business acquired by the Registrant.
The Registrant will file such required financial statements for the business
acquired by the Registrant as soon as practicable, but not later than 60 days
after the date on which this Report is required to be filed.
(B) PRO FORMA FINANCIAL INFORMATION.
It is impracticable to provide the required unaudited pro
forma financial statements giving effect to the Acquisition. The Registrant will
file such required financial statements giving effect to the Acquisition as soon
as practicable, but not later than 60 days after the date on which this Report
is required to be filed.
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(C) EXHIBITS.
Exhibit 2.1 -- Agreement and Plan of Share Acquisition, dated as of
October 25, 2000, between Franklin Resources, Inc.
and Fiduciary Trust Company International
(incorporated herein by reference to the Registrant's
current report on Form 8-K/A, filed on October 26,
2000).
Exhibit 2.2 -- Amendment No. 1, dated as of January 19, 2001, to the
Agreement and Plan of Share Acquisition, between
Franklin Resources, Inc. and Fiduciary Trust Company
International (incorporated herein by reference to
the Registrant's current report on Form 8-K, filed on
January 22, 2001).
Exhibit 99.1 * -- Press Release issued jointly on April 10, 2001 by
Franklin Resources, Inc. and Fiduciary Trust Company
International.
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* Filed herewith.
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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.
Date: April 10, 2001 By: /s/ Leslie M. Kratter
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Name: Leslie M. Kratter
Title: Senior Vice President
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 -- Press Release issued jointly on April 10, 2001 by
Franklin Resources, Inc. and Fiduciary Trust Company
International
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