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 8, 2003
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)
ONE FRANKLIN PARKWAY
SAN MATEO, CALIFORNIA 94403
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(650) 312-2000
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(REGISTRANT'S TELEPHONE NUMBER)
ITEM 5. OTHER EVENTS.
On April 8, 2003, Franklin Resources, Inc. completed the sale of $420
million of 3.700% Senior Notes due 2008.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
Exhibit 1.1* -- Underwriting Agreement, dated as of April 3,
2003, among Goldman, Sachs & Co. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated as
Representatives of the several Underwriters
named in Schedule I thereto and Franklin
Resources, Inc.
Exhibit 3.1* -- Officers' Certificate of Franklin Resources,
Inc., dated April 8, 2003.
Exhibit 5.1* -- Opinion of Weil, Gotshal & Manges LLP.
Exhibit 23.1 -- Consent of Weil, Gotshal & Manges LLP (included
in the Opinion filed as Exhibit 5.1).
Exhibit 99.1 * -- Press Release issued on April 8, 2003 by
Franklin Resources, Inc.
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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 8, 2003 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 1.1* -- Underwriting Agreement, dated as of April 3, 2003, among
Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated as Representatives of the several
Underwriters named in Schedule I thereto and Franklin
Resources, Inc.
Exhibit 3.1* -- Officers' Certificate of Franklin Resources, Inc., dated
April 8, 2003.
Exhibit 5.1* -- Opinion of Weil, Gotshal & Manges LLP.
Exhibit 23.1 -- Consent of Weil, Gotshal & Manges LLP (included in the
Opinion filed as Exhibit 5.1).
Exhibit 99.1 * -- Press Release issued on April 8, 2003 by Franklin
Resources, Inc.
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* Filed herewith.
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