As filed with the Securities and Exchange Commission on April 14, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-------------
FRANKLIN RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-2670991
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or
Organization)
777 Mariners Island Blvd.
San Mateo, California 94404
(415) 312-3000
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
Leslie M. Kratter
Vice President and
Assistant Secretary
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(415) 312-3000
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Jeffrey E. Tabak, Esq. Norman D. Slonaker, Esq.
Weil, Gotshal & Manges Brown & Wood
767 Fifth Avenue One World Trade Center
New York, New York 10153 New York, New York 10048
(212) 310-8000 (212) 839-5300
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Unit* Price* Registration Fee
Debt Securities . . . . . . . . . . . $300,000,000** 100%* $300,000,000 $103,449
<FN>
* Estimated solely for the purpose of determining the registration fee. The registrant reserves the right to issue Debt
Securities in series having varying principal amounts and offering prices. Nevertheless, the maximum aggregate offering
price of the Debt Securities will not exceed the amount to be registered set forth above.
** Such amount shall be increased, if any Debt Securities are issued at an original issue discount, by an amount such that
the net proceeds to be received by the Registrant shall be equal to the above amount to be registered. Any offering of Debt
Securities denominated other than in U.S. dollars will be treated as the equivalent in U.S. dollars based on the official
exchange rate applicable to the purchase of such Debt Securities from the Registrant.
(Cover Page continued on next page)
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED April 14, 1994
PROSPECTUS
FRANKLIN RESOURCES, INC.
DEBT SECURITIES
Franklin Resources, Inc. (the "Company") may, from time to time,
offer or solicit offers to purchase its unsecured debt securities (the
"Debt Securities") in an aggregate principal amount (or net proceeds
in the case of securities issued at an original issue discount) not to
exceed $300,000,000 or, if applicable, the equivalent thereof in one
or more foreign or composite currencies. The Debt Securities may be
offered in one or more series with the same or various maturities on
terms to be determined at the time of sale.
The specific designation, aggregate principal amount, authorized
denominations, purchase price, maturity, rate or rates (which may be
fixed or variable), and time of payment of any interest, any terms for
mandatory or optional redemption (including any sinking fund), any
listing on a securities exchange and any other specific terms of the
Debt Securities in respect of which this Prospectus is being
delivered, together with the terms of offering of such Debt
Securities, will be set forth in one or more supplements to this
Prospectus (each, a "Prospectus Supplement") and one or more pricing
supplements (each, a "Pricing Supplement") accompanying this
Prospectus. The Prospectus Supplement will also contain information,
where applicable, about certain U.S. federal income tax, accounting
and other considerations relating to the Debt Securities covered by
it. As used herein, Debt Securities shall include debt securities
denominated in United States dollars or, if so specified in an
applicable Prospectus Supplement, in any other currency or in
composite currencies or in amounts determined by reference to an
index. See "Description of Debt Securities."
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Debt Securities may be offered through underwriters, agents
or dealers, or directly to purchasers by the Company or subsidiaries
of the Company. Such underwriters, agents or dealers may include, and
may include a group of underwriters managed by one or both of, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Goldman, Sachs & Co. If an underwriter, agent or dealer is involved
in the offering of any Debt Securities, the underwriter's discount,
agent's commission or dealer's purchase price will be described in an
applicable Prospectus Supplement, and the net proceeds to the Company
from such offering will be the public offering price of the offered
Debt Securities less such discount in the case of an underwriter, the
purchase price of the offered Debt Securities less such commission in
the case of an agent or the purchase price of the offered Debt
Securities in the case of a dealer, and less, in each case, the other
expenses of the Company associated with the issuance and distribution
of such Debt Securities. See "Plan of Distribution."
____________________
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF
DEBT SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT
____________________
The date of this Prospectus is ______________, 1994.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
in accordance therewith, files annual and quarterly reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and
other information may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the
Commission's Regional Offices in New York (Seven World Trade Center,
13th Floor, New York, New York 10048), and Chicago (500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511). Copies of these
materials may be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, reports, proxy statements and other
information concerning the Company may be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005 and the Pacific Stock Exchange, Incorporated, 115 Sansome
Street, Suite 1104, San Francisco, California 94104.
This Prospectus constitutes a part of a Registration Statement
filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus omits
certain of the information contained in the Registration Statement in
accordance with the rules and regulations of the Commission.
Reference is hereby made to the Registration Statement and related
exhibits for further information with respect to the Company and the
Debt Securities. Statements contained herein concerning the
provisions of any document are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission and are incorporated herein by reference: (i) the Company's
Annual Report on Form 10-K for the fiscal year ended September 30,
1993, (ii) the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1993 and (iii) a Current Report on Form 8-K filed
April 14, 1994.
All documents filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the termination of the offering of the Debt
Securities, shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such
statement. Any statement or document so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part
of this Prospectus.
The Company will furnish without charge to each person to whom
this Prospectus is delivered, upon request, a copy of any and all of
the documents described above other than exhibits to such documents
which are not specifically incorporated by reference in such
documents. Written or telephone requests should be directed to:
Harmon E. Burns, Executive Vice President, Legal and Administrative,
Franklin Resources, Inc., 777 Mariners Island Boulevard, San Mateo,
California 94404; telephone number (415) 312-3000.
THE COMPANY
The Company is a diversified financial services holding company
which, primarily through its various domestic and international
subsidiaries principally provides investment management, financial
advisory and related services to mutual funds, closed end investment
companies, private accounts, qualified retirement plans and private
trusts. The Company also provides advisory services to and sponsors
and manages public and private real estate programs, offers consumer
banking services, insured deposits and credit cards and provides
custodial, trustee and fiduciary services to IRA and Keogh plans and
to qualified retirement plans and private trusts.
The wide range of financial services offered by the Company gives
both domestic and international institutional and individual investors
a variety of investment alternatives designed to meet varying
investment objectives, affording customers the opportunity both to
allocate and to modify their investment resources among investment
products as changing economic and market conditions warrant.
The Company's principal office is located at 777 Mariners Island
Boulevard, San Mateo, California 94404 and its telephone number is
(415) 312-3000.
The Company was incorporated under the laws of the State of
Delaware in November 1969, and is the successor by merger to
businesses previously conducted since 1947.
USE OF PROCEEDS
Unless otherwise specified in the applicable Prospectus
Supplement, the Company intends to use the net proceeds from the sale
of the Debt Securities to repay certain long-term indebtedness,
bearing interest at an effective rate of 4.04% per annum as of March
31, 1994, and maturing on June 28, 1998, and for general corporate
purposes, which may include additions to working capital, the repayment
of short-term indebtedness and investments in, or extensions of credit to,
subsidiaries.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges was (i) 11.9, 48.9,
1,732.1, 1,979.4 and 676.7 for the fiscal years ended September 30,
1993, 1992, 1991, 1990 and 1989, respectively, and (ii) 12.1 for the
quarter ended December 31, 1993. These ratios were calculated by
dividing the sum of fixed charges into the sum of earnings before
taxes and fixed charges. Fixed charges for these purposes consist of
all interest expense, and certain other immaterial expenses.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture (the
"Indenture") to be entered into between the Company and Chemical Bank,
as Trustee (the "Trustee"), a copy of which is filed as an exhibit to
the Registration Statement. The following summaries of certain
provisions of the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all
provisions of the Indenture, including the definitions therein of
certain terms. Wherever particular Sections or defined terms of the
Indenture are referred to, it is intended that such Sections or
defined terms (including, unless otherwise indicated herein,
definitions of terms capitalized in these summaries) shall be
incorporated herein by reference. The following sets forth certain
general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt
Securities offered by any Prospectus Supplement and the extent, if
any, to which such general provisions may apply to the Debt Securities
so offered, will be described in the Prospectus Supplement relating to
such Debt Securities.
The Company's assets consist principally of the stock in its
subsidiaries. Therefore, its rights and the rights of its creditors,
including the holders of Debt Securities, to participate in the assets
of any subsidiary upon the latter's liquidation or recapitalization or
otherwise will be subject to the prior claims of the subsidiary's
creditors, except to the extent that claims of the Company itself as a
creditor of the subsidiary may be recognized. In addition, dividends,
loans and advances from certain subsidiaries to the Company may be
restricted by net capital requirements under the Exchange Act and
under rules of certain regulatory bodies.
GENERAL
The Indenture does not limit the aggregate principal amount of
Debt Securities which may be issued thereunder and provides that Debt
Securities may be issued from time to time in one or more series. The
Debt Securities will be unsecured obligations of the Company. Neither
the Indenture nor the Debt Securities will limit or otherwise restrict
the amount of other indebtedness which may be incurred or other
securities which may be issued by the Company or any of its
subsidiaries. The Debt Securities will rank on a parity with all
other unsecured unsubordinated indebtedness of the Company.
Reference is made to the Prospectus Supplement relating to the
particular series of Debt Securities offered thereby for the following
terms: (1) the title of such Debt Securities; (2) any limit on the
aggregate principal amount of such Debt Securities; (3) the price or
prices (expressed as a percentage of the aggregate principal amount
thereof) at which such Debt Securities will be issued; (4) the date or
dates, or the method or methods, if any, by which such date or dates
shall be determined, on which such Debt Securities will mature; (5)
the rate or rates (which may be fixed or variable) per annum at which
such Debt Securities will bear interest, if any, or the method or
methods, if any, by which such rate or rates are to be determined; (6)
the date or dates from which such interest, if any, on such Debt
Securities will accrue or the method or methods, if any, by which such
date or dates are to be determined, the dates on which such interest,
if any, will be payable, the date on which payment of such interest,
if any, will commence and the Regular Record Dates for such Interest
Payment Dates, if any; (7) the dates, if any, on which and the price
or prices at which the Debt Securities will, pursuant to any mandatory
sinking fund provisions, or may, pursuant to any optional sinking fund
or to any purchase fund provisions, be redeemed by the Company, and
the other detailed terms and provisions of such sinking and/or
purchase funds; (8) the date, if any, after which and the price or
prices at which the Debt Securities may, pursuant to any optional
redemption provisions, be redeemed at the option of the Company or of
the holder thereof and the other detailed terms and provisions of such
optional redemption; (9) the extent to which any of the Debt
Securities will be issuable in temporary or permanent global form and,
if so, the identity of the depositary for such global Debt Security,
or the manner in which any interest payable on a temporary or
permanent global Debt Security will be paid; (10) the denomination or
denominations in which such Debt Securities are authorized to be
issued; (11) whether such Debt Securities will be issued in registered
or bearer form or both and, if in bearer form, the terms and
conditions relating thereto and any limitations on issuance of such
bearer Debt Securities (including exchange for registered Debt
Securities of the same series); (12) information with respect to book-
entry procedures; (13) whether any of the Debt Securities will be
issued as Original Issue Discount Securities; (14) each office or
agency where, subject to the terms of the Indenture, such Debt
Securities may be presented for registration of transfer or exchange:
(15) the currencies or currency units in which such Debt Securities
are issued and in which the principal of, interest on and additional
amounts, if any, in respect of such Debt Securities will be payable;
(16) whether the amount of payments of principal of, and interest and
additional amounts, if any, on such Debt Securities may be determined
with reference to an index, formula or other method or methods (which
index, formula or method or methods may, but need not be, based on one
or more currencies, currency units or composite currencies,
commodities, equity indices or other indices) and the manner in which
such amounts shall be determined; (17) whether the Company or a holder
may elect payment of the principal of or interest on such Debt
Securities in a currency, currencies, currency unit or units or
composite currency or
currencies other than that in which such Debt Securities are
denominated or stated to be payable, the period or periods within
which, and the terms and conditions upon which, such election may be
made, and the time and manner of determining the exchange rate between
the currency, currencies, currency unit or units or composite currency
or currencies in which such Debt Securities are denominated or stated
to be payable and the currency, currencies, currency unit or units or
composite currency or currencies in which such Debt Securities are to
be so payable; (18) if other than the Trustee, the identity of each
Security Registrar, Paying Agent and Authenticating Agent; (19) if
applicable, the defeasance of certain obligations by the Company
pertaining to Debt Securities of the series; (20) the person to whom
any interest on any registered Debt Security of the series shall be
payable, if other than the person in whose name that Debt Security (or
one or more predecessor Debt Securities) is registered at the close of
business on the Regular Record Date for such interest, the manner in
which, or the person to whom, any interest on any bearer Debt Security
of the series shall be payable, if otherwise than upon presentation
and surrender of the coupons appertaining thereto as they severally
mature, and the extent to which, or the manner in which, any interest
payable on a temporary global Debt Security on an Interest Payment
Date will be paid if other than in the manner provided in the
Indenture; (21) whether and under what circumstances the Company will
pay additional amounts as contemplated by Section 1004 of the
Indenture (the term "interest," as used in this Prospectus, shall
include such additional amounts) on such Debt Securities to any holder
who is not a United States person (including any modification to the
definition of such term as contained in the Indenture as originally
executed) in respect of any tax, assessment or governmental charge
and, if so, whether the Company will have the option to redeem such
Debt Securities rather than pay such additional amounts (and the terms
of any such option); (22) any deletions from, modifications of or
additions to the Events of Default or covenants of the Company with
respect to any of such Debt Securities; and (23) any other terms of
the series (which will not be inconsistent with the provisions of the
Indenture).
Debt Securities may be issued as Original Issue Discount
Securities to be sold at a substantial discount below their principal
amount. In the event of an acceleration of the maturity of any
Original Issue Discount Security, the amount payable to the holder of
such Original Issue Discount Security, upon such acceleration will be
determined in accordance with the applicable Prospectus Supplement,
the terms of such Debt Security and the Indenture, but will be an
amount less than the amount payable at the maturity of the principal
of such Original Issue Discount Security. Special federal income tax
and other considerations applicable thereto will be described in the
Prospectus Supplement relating thereto.
The Indenture does not contain any provisions that would limit
the ability of the Company to incur indebtedness or that would afford
holders of Debt Securities protection in the event of a highly
leveraged or similar transaction involving the Company. Reference is
made to the Prospectus Supplement relating to the particular series of
Debt Securities offered thereby for information with respect to any
deletions from, modifications of or additions to the Events of Default
described below or covenants of the Company contained in the
Indenture, including any addition of a covenant or other provision
providing event risk or similar protection.
REGISTRATION, TRANSFER, PAYMENT AND PAYING AGENT
Unless otherwise indicated in the Prospectus Supplement, each
series of Debt Securities will be issued in registered form only,
without coupons. The Indenture, however, provides that the Company
may also issue Debt Securities in bearer form only, or in both
registered and bearer form. Debt Securities in bearer form shall not
be offered, sold, resold or delivered in connection with their
original issuance in the United States or to any United States person
(as defined below) other than offices located outside the United
States of certain United States financial institutions. As used
herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States, or any estate or
trust, the income of which is subject to United States federal income
taxation regardless of its source, and "United States" means the
United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to
its jurisdiction. Purchasers of Debt Securities in bearer form will
be subject to certification procedures and may be affected by certain
limitations under United States tax laws. Such procedures and
limitations will be described in the Prospectus Supplement relating to
the offering of the Debt Securities in bearer form.
Unless otherwise indicated in the applicable Prospectus
Supplement, registered Debt Securities will be issued in denominations
of $1,000 or any integral multiple thereof and bearer Debt Securities
will be issued in denominations of $5,000. No service charge will be
made for any transfer or exchange of the Debt Securities, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Unless otherwise described in the Prospectus Supplement relating
thereto, the principal, premium, if any, and interest, if any, of or
on the Debt Securities will be payable, and transfer of the Debt
Securities will be registrable, at the corporate trust office of
Chemical Bank, as Paying Agent and Security Registrar under the
Indenture, in The City of New York, New York, provided that payments
of interest may be made at the option of the Company by check mailed
to the address appearing in the Security Register of the person in
whose name such registered Debt Security is registered at the close of
business on the Regular Record Date (Sections 305, 307 and 1002).
Unless otherwise indicated in the applicable Prospectus
Supplement, payment of principal of, premium, if any, and interest, if
any, on Debt Securities in bearer form will be made payable, subject
to any applicable laws and regulations, at such office outside the
United States as specified in the Prospectus Supplement and as the
Company may designate from time to time, at the option of the holder,
by check or by transfer to an account maintained by the payee with a
bank located outside the United States. Unless otherwise indicated in
the applicable Prospectus Supplement, payment of interest and certain
additional amounts on Debt Securities in bearer form will be made only
against surrender of the coupon relating to such Interest Payment
Date. No payment with respect to any Debt Security in bearer form
will be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United
States.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part
in the form of one or more global securities ("Global Debt
Securities") that will be deposited with, or on behalf of, a
depositary (the "Depositary") identified in the Prospectus Supplement
relating to such series. Global Debt Securities may be issued in
either registered or bearer form and in either temporary or permanent
form. Unless and until it is exchanged in whole or in part for
individual certificates evidencing Debt Securities in definitive form
represented thereby, a Global Debt Security may not be transferred
except as a whole by the Depositary for such Global Debt Security to a
nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary
or any such nominee to a successor of such Depositary or a nominee of
such successor.
The specific terms of the depositary arrangement with respect to
a series of Global Debt Securities and certain limitations and
restrictions relating to a series of bearer Global Debt Securities,
will be described in the Prospectus Supplement relating to such
series.
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with
respect to Debt Securities of any series: (a) failure to pay principal
of or any premium on any Debt Security of that series when due; (b)
failure to pay any interest on any Debt Security of that series when
due, continued for 30 days; (c) failure to deposit any sinking fund
payment, when due, in respect of any Debt Security of that series; (d)
breach of any other covenant or warranty of the Company in the
Indenture (other than a covenant or warranty included in the Indenture
solely for the benefit of series of Debt Securities other than that
series), continued for 60 days after written notice as provided in the
Indenture; (e) certain events in bankruptcy, insolvency or
reorganization involving the Company or any Material Subsidiary (as
hereinafter defined); (f) acceleration of indebtedness in a principal
amount in excess of $10,000,000 for money borrowed by the Company or
any Material Subsidiary under the terms of the instrument under which
such indebtedness was issued or secured, if such acceleration is not
annulled within 30 days after written notice as provided in the
Indenture; and (g) any other Event of Default provided with respect to
Debt Securities of that series (Section 501). If an Event of Default
with respect to Debt Securities of any series at the time Outstanding
occurs and is continuing, either the Trustee or the holders of at
least 25% in aggregate principal amount of the Outstanding Debt
Securities of that series may declare the principal amount of all the
Debt Securities of that series to be due and payable immediately. At
any time after a declaration of acceleration with respect to Debt
Securities of any series has been made, but before a judgment or
decree based on acceleration has been obtained, the holders of a
majority in aggregate principal amount of Outstanding Debt Securities
of that series may rescind and annul such acceleration, provided that,
among other things, all Events of Default with respect to such series,
other than payment defaults caused by such acceleration, have been
cured or waived as provided in the Indenture (Section 502).
"Material Subsidiary" means (a) Franklin Advisers, Inc., a
California corporation, (b) Franklin/Templeton Distributors, Inc., a
New York corporation, (c) Franklin/Templeton Investor Services, Inc.,
a California corporation, (d) Templeton, Galbraith & Hansberger, Ltd.,
a Bahamas corporation, (e) Templeton Investment Counsel, Inc., a
Florida corporation, (f) any other Subsidiary
which owns, directly or indirectly, any of the capital stock of any
corporation listed in (a) through (e) above or any successor entity
and (g) any other Subsidiary with which any corporation listed in (a)
through (e) above or any successor entity is merged or consolidated or
which acquires or succeeds to a significant portion of the business,
properties or assets of any corporation listed in (a) through (e)
above or any successor entity.
ADDITIONAL PROVISIONS
The Indenture provides that, subject to the duty of the Trustee
during default to act with the required standard of care, the Trustee
will be under no obligation to exercise any of its rights or powers
under the Indenture at the request or direction of any of the holders,
unless such holders shall have offered to the Trustee reasonable
indemnity (Section 601). Subject to such provisions for the
indemnification of the Trustee and certain other conditions, the
holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Debt Securities of that series (Section
512).
No holder of any Debt Security of any series will have any right
to institute any proceeding with respect to the Indenture or for any
remedy thereunder, unless: (i) such holder shall have previously
given to the Trustee written notice of a continuing Event of Default
with respect to Debt Securities of that series; (ii) the holders of
not less than 25% in aggregate principal amount of the Outstanding
Debt Securities of that series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee; (iii) the Trustee shall have failed to
institute such proceeding within 60 days after receipt of such written
request; and (iv) the Trustee shall not have received from the holders
of a majority in principal amount of the Outstanding Debt Securities
of that series a direction inconsistent with such request (Section
507). However, the holder of any Debt Security will have an absolute
right to receive payment of the principal of (and premium, if any) and
interest on such Debt Security on or after the due dates expressed in
such Debt Security and to institute suit for the enforcement of any
such payment (Section 508).
The Company is required to furnish to the Trustee annually a
statement as to performance by the Company of certain of its
obligations under the Indenture and as to any default in such
performance. The Company is also required to deliver to the Trustee,
within five days after the occurrence thereof, written notice of any
event which after notice or lapse of time or both would constitute an
Event or Default (Section 1009).
OUTSTANDING DEBT SECURITIES
In determining whether the holders of the requisite principal
amount of Outstanding Debt Securities have given any request, demand,
authorization, direction, notice, consent or waiver under the
Indenture, (i) the portion of the principal amount of an Original
Issue Discount Security that shall be deemed to be Outstanding for
such purposes shall be that portion of the principal amount thereof
that could be declared to be due and payable pursuant to the terms of
such Original Issue Discount Security as of the date of such
determination, (ii) the principal amount of any Indexed Security shall
be the principal face amount of such Indexed Security determined on
the date of its original issuance
and (iii) any Debt Security owned by the Company or any obligor on
such Debt Security or any Affiliate of the Company or such other
obligor, shall be deemed not to be Outstanding (Section 101).
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the
Company and the Trustee with the consent of the holders of 66 2/3% in
aggregate principal amount of the Outstanding Debt Securities of each
series affected by such modification or amendment: provided, however,
-------- -------
that no such modification or amendment may, without the consent of
the holder of each Outstanding Debt Security affected thereby: (a)
change the stated maturity date of the principal of, or any
installment of principal or interest on, any Debt Security; (b) reduce
the principal amount of, or any premium or interest on, any Debt
Security; (c) reduce the amount of principal of an Original Issue
Discount Security payable upon acceleration of the maturity thereof or
the amount thereof provable in bankruptcy; (d) adversely affect the
right of repayment at the option of any holder; (e) change the place
of payment of, currency of payment of principal of, or any premium or
interest on, any Debt Security; (f) impair the right to institute suit
for the enforcement of any payment on or with respect to any Debt
Security; or (g) reduce the percentage in principal amount of
Outstanding Debt Securities of any series the consent of whose holders
is required for modification or amendment of the Indenture or for
waiver of compliance with certain provisions of the Indenture or for
waiver of certain defaults (Section 902).
The holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of each series may, on behalf of all
holders of Debt Securities of that series, waive, insofar as that
series is concerned, compliance by the Company with certain
restrictive provisions of the Indenture (Section 1008). The holders
of a majority in aggregate principal amount of the Outstanding Debt
Securities of each series may, on behalf of all holders of Debt
Securities of that series, waive any past default under the Indenture
with respect to Debt Securities of that series, except a default in
the payment of principal or any premium or interest, or a default in
respect of a provision which under the Indenture cannot be modified or
amended without the consent of the holder of each affected Outstanding
Debt Security of that series (Section 513).
Modification and amendment of the Indenture may be made by the
Company and the Trustee without the consent of any holder for any of
the following purposes: (i) to evidence the succession of another
corporation to the Company; (ii) to add to the covenants of the
Company for the benefit of the holders of all or any series of Debt
Securities; (iii) to add Events of Default; (iv) to add or change any
provisions of the Indenture to facilitate the issuance of bearer Debt
Securities; (v) to add to, delete from or revise the conditions,
limitations and restrictions on the authorized amount, terms or
purposes of issue, authentication and delivery of Debt Securities;
(vi) to establish the form or terms of Debt Securities of any series
and any related coupons; (vii) to provide for the acceptance of
appointment by a successor Trustee; (viii) to cure any ambiguity,
defect or inconsistency in the Indenture, provided such action does
not adversely affect the interests of holders of Debt Securities of
any series or any related coupons in any material respect; (ix) to
supplement any of the provisions of the Indenture to such extent as
shall be necessary to permit or facilitate the defeasance and
discharge of any series of Debt Securities, provided such action does
not adversely affect the interests of holders of Debt Securities of
such series or any related coupons in any material respect; (x) to
secure the Debt Securities; and (xi) to amend or supplement any
provision contained in the Indenture or in any
supplemental indenture, provided that such amendment or supplement
does not materially adversely affect the interests of the holders of
any Debt Securities then Outstanding (Section 901).
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may consolidate or merge with or into, or transfer
its assets substantially as an entirety to, any corporation organized
under the laws of any domestic jurisdiction, provided that the
successor corporation assumes the Company's obligations on the Debt
Securities and under the Indenture, that after giving effect to the
transaction no Event of Default, and no event which, after notice or
lapse of time, would become an Event of Default, shall have occurred
and be continuing, and that certain other conditions are met (Section
801).
CONCERNING THE TRUSTEE
The Company and certain of its subsidiaries maintain banking
relationships with the Trustee in the ordinary course of their
businesses.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby:
(i) directly to purchasers; (ii) through agents; (iii) through
underwriters; (iv) through dealers; or (v ) through a combination of
any such methods of sale. Such underwriters, agents or dealers may
include, and may include a group of underwriters managed by one or
both of, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Goldman, Sachs & Co. Only underwriters named in the
Prospectus Supplement are deemed to be underwriters in connection with
the Debt Securities offered hereby.
The distribution of the Debt Securities may be effected from time
to time in one or more transactions: (i) at a fixed price or prices,
which may be changed; (ii) at market prices prevailing at the time of
sale; (iii) at prices related to such prevailing market prices; or
(iv) at negotiated prices.
Offers to purchase Debt Securities may be solicited directly by
the Company or by agents designated by the Company from time to time.
Any such agent, which may be deemed to be an underwriter as that term
is defined in the Securities Act, involved in the offer or sale of the
Debt Securities in respect of which this Prospectus is delivered will
be named, and any commissions payable by the Company to such agent
will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting
on a reasonable efforts basis.
If an underwriter or underwriters are utilized in the sale, the
Company will execute an underwriting agreement with such underwriters
at the time of sale to them and the names of the underwriters and the
terms of the transaction will be set forth in the Prospectus
Supplement, which will be used by the underwriters to make resales of
the Debt Securities in respect of which this Prospectus is delivered
to the public.
If a dealer is utilized in the sale of the Debt Securities in
respect of which this Prospectus is delivered, the Company will sell
such Debt Securities to the dealer, as principal. The dealer may then
resell such Debt Securities to the public at varying prices to be
determined by such dealer at the time of resale.
Certain of the underwriters, dealers or agents may be customers
of, engage in transactions with, and perform services for, the Company
or one or more of its affiliates in the ordinary course of business.
Underwriters, dealers, agents and other persons may be entitled, under
agreements which may be entered into with the Company, to
indemnification against certain civil liabilities, including
liabilities under the Securities Act.
If so indicated in the Prospectus Supplement, the Company will
authorize agents and underwriters to solicit offers by certain
institutions to purchase Debt Securities from the Company at the
public offering price set forth in the Prospectus Supplement pursuant
to Delayed Delivery Contracts ("Contracts") providing for payment and
delivery on the date stated in the Prospectus Supplement. Each
Contract will be for an amount not less than, and, unless the Company
otherwise agrees, the aggregate principal amount of Debt Securities
sold pursuant to Contracts shall be not less nor more than, the
respective amounts stated in the Prospectus Supplement. Institutions
with whom Contracts, when authorized, may be made include commercial
and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other
institutions, but shall in all cases be subject to the approval of the
Company. Contracts will not be subject to any conditions except that
the purchase by an institution of the Debt Securities covered by its
Contract shall not at the time of delivery be prohibited under the
laws of any jurisdiction in the United States to which such
institution is subject. A commission indicated in the Prospectus
Supplement will be paid to underwriters and agents soliciting
purchases of Debt Securities pursuant to Contracts accepted by the
Company.
LEGAL OPINIONS
The legality of the Debt Securities offered hereby will be passed
upon for the Company by Weil, Gotshal & Manges (a partnership
including professional corporations), New York, New York and for the
underwriters or agents by Brown & Wood, New York, New York.
EXPERTS
The audited consolidated financial statements and schedules of
the Company as of September 30, 1992 and 1993 and for each of the
three years in the period ended September 30, 1993, have been
incorporated herein by reference in reliance on the report of Coopers
& Lybrand, independent accountants, given the authority of that firm
as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
-------------------------------------------
The following table sets forth the expenses in connection with
this Registration Statement. All such expenses are estimates, other
than the filing fee payable to the Securities and Exchange Commission.
Item Amount
---- ------
SEC registration fee $103,449
Trustee's fees and expenses $ 10,000
Printing and engraving expenses $ 25,000
Legal fees and expenses $100,000
Accounting fees and expenses $ 5,000
Rating agencies' fees $120,000
Blue Sky fees and expenses $ 15,000
Miscellaneous $ 21,551
------
Total $400,000
=======
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 145 of the Delaware General Corporation Law (the "DGCL")
is applicable to the officers, directors, employees and agents of the
Company ("Covered Persons") and provides certain specific statutory
rights and limitations on indemnification to persons involved as
plaintiff or defendant in actual or threatened litigation or an
investigation by reason of the status of such person as an officer,
director, employee or agent of a corporation. Indemnification of
Covered Persons for judgments or amounts paid in settlement in civil
cases, including attorneys' fees and other expenses is permitted,
provided such action or civil case is not brought by or in the right
of the corporation. In such instance, a Covered Person seeking
indemnification must have acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of
the corporation in respect of the claim; or, in addition, in the case
where a Covered Person is seeking indemnification for fines and costs
in a criminal action, such Covered Person did not have reasonable
cause to believe his conduct was unlawful.
Indemnification of a Covered Person for expenses, including
attorneys' fees, in connection with actions brought by or in the right
of the corporation is also permitted but only where such Covered
Person shall not have been adjudged to be liable to the Company unless
a court determines that despite such finding of liability,
indemnification for such expenses is proper in view of all the
circumstances of the matter.
The DGCL requires that a corporation indemnify a Covered Person
to the extent such Covered Person has been successful on the merits in
connection with any action described therein,
II-
provides procedures for determining the merits of indemnification by
the corporation and permits an unsecured advance of expenses prior to
such determination upon a repayment undertaking by the Covered Person
if such person is not entitled to be so indemnified.
The above provisions are non-exclusive and indemnification is
also permitted by law, agreement, vote of stockholders or
disinterested directors or otherwise. In addition, the DGCL permits
the procurement of officers and directors liability insurance by a
corporation to insure against various liabilities even if
indemnification of such liability may not otherwise be permitted.
In addition to the above described provisions, the Company's
certificate of incorporation eliminates liability for breach of
fiduciary duty, except: (i) for a breach of the duty of loyalty, (ii)
for failure to act in good faith, (iii) for intentional misconduct or
knowing violation of law, (iv) for violations of Section 174 of the
DGCL or (v) for any transaction from which the director derived an
improper personal benefit. Section 174 of the DGCL provides that
directors shall, under certain circumstances, be jointly and severally
liable for willful or negligent violations of Sections 160 and 173 of
the DGCL. Section 160 of the DGCL imposes certain requirements with
respect to stock repurchases and redemptions, and Section 174 imposes
certain requirements with respect to dividends.
The Company's by-laws also provide that directors and certain
other personnel of the Company shall be indemnified against expenses
and certain other liabilities arising out of legal actions brought or
threatened against them for their conduct on behalf of the Company
provided that each such person acted in good faith and in a manner he
reasonably believed was in the Company's best interests.
Indemnification by the Company under the by-laws is available in a
criminal action only if such person had no reasonable cause to believe
that his conduct was unlawful. Detailed procedures are set forth in
the by-laws for the implementation of any such indemnification.
The Company has also entered into indemnification agreements (the
"Indemnification Agreements") with its directors, some of whom are
also executive officers (the "Indemnified Persons") which provide for
the prompt indemnification "to the fullest extent permitted by law,"
and the prompt advancing, of attorneys' fees and all other costs,
expenses and obligations (collectively, "Expenses") paid or incurred
by the Indemnified Person in connection with the investigation,
defending, being a witness or otherwise participating in any
threatened, pending or completed action, suit or proceeding, or any
inquiry or investigation that the Indemnified Person in good faith
believes might lead to the institution of any such action, suit or
proceeding (any of the foregoing, a "Claim") related to the fact that
the Indemnified Person is or was a director, officer, employee, agent
or fiduciary of the Company or is or was serving at the request of the
Company as a director, officer, employee, trustee, agent or fiduciary
of another corporation, partnership, joint venture, employee benefit
plan, trust or other enterprise, or by reason of anything done or not
done by a director in any such capacity. However, the Indemnification
Agreements prohibit such indemnification (i) in connection with any
Claim initiated by the Indemnified Person against the Company or any
director or officer of the Company when the Company has joined in or
consented to such Claim, or (ii) if the Board of Directors or other
person or body appointed by the Board of Directors (the "Reviewing
Party") determines that such indemnification is not permitted under
applicable law (and, in the event of such determination, requires the
Indemnified Person to reimburse the Company for all amounts
theretofore paid in respect of such indemnification).
II-
The Indemnification Agreements also provide: (i) that the
Indemnified Person is entitled to indemnification for Expenses to the
extent he is successful in defending any Claim, whether on the merits
or otherwise, and to partial indemnification if he is entitled to
indemnification for some, but not all, of such Expenses, (ii) a
mechanism through which the Indemnified Person may seek court relief
if the Reviewing Party determines that the Indemnified Person would
not be permitted to be indemnified under applicable law (and therefore
is not entitled to indemnification under the Indemnification
Agreements), (iii) that the Indemnified Person is entitled to
indemnification against all Expenses incurred in seeking to collect an
indemnity claim from the Company or in seeking to recover under a
directors' and officers' liability insurance policy and (iv) that the
Company has the burden of proving that the Indemnified Person is not
entitled to indemnification in any particular case and that the
termination of any Claim by judgment, order, settlement or conviction
shall not create a presumption that the indemnification is not
permitted by applicable law.
The Indemnification Agreements provide that in the event of a
change in control of the Company, the Company will seek legal advice
from special, independent counsel selected by the Indemnified Person
and approved by the Company with respect to matters thereafter arising
concerning rights of the Indemnified Person under the Indemnification
Agreements. Additionally, such agreements provide that in the event
of a potential change in control, the Company will, upon written
request of the Indemnified Person, create and fund a trust to satisfy
expenses incurred in connection with a claim relating to an
indemnifiable event. The Company is not currently, nor does it expect
to be, subject to a change in control.
The rights of the Indemnified Persons under the Indemnification
Agreements will not be exclusive of any rights they may have under the
DGCL, directors' and officers' liability insurance, the Company's by-
laws, or otherwise; however, the Indemnification Agreements will not
permit double payment. The Indemnification Agreements, while not
requiring that the Company maintain directors' and officers' liability
insurance, do require that the Indemnified Person be provided with
full coverage under any policy or policies actually obtained.
Additionally, the Indemnification Agreements provide that if the
Company pays an Indemnified Person pursuant to the Indemnification
Agreements, the Company will be subrogated to the Indemnified Person's
rights to recover from their parties.
To the extent that the Board of Directors or the stockholders of
the Company may in the future wish to limit or repeal the ability of
the Company to indemnify directors or other persons, such repeal or
limitation will not affect the indemnification of the Indemnified
Persons under the Indemnification Agreements referred to above, since
their rights to full protection are contractually assured by the
Indemnification Agreements.
The Company has purchased an insurance policy indemnifying its
officers and directors and the officers and directors of its
subsidiaries against claims and liabilities (with stated exceptions)
to which they may become subject by reason of their positions with the
Company as directors and officers.
The Company has been advised that the Commission has taken the
position that, insofar as indemnification by a registrant for
liabilities arising under the Securities Act may be provided for
directors, officers and controlling persons of the Company pursuant to
the foregoing agreements or
II-
provisions, such indemnification is against public policy as expressed
in the Securities Act and, therefore, is unenforceable. If a claim
for indemnification for any liability arising under the Securities Act
is asserted against the Company by a director, officer or controlling
person, the Company, unless in the opinion of counsel for the Company
the question has theretofore been decided by controlling precedent
will, before making such indemnification, submit to a court of
competent jurisdiction the question whether such indemnification by it
is unenforceable as being against public policy as expressed in the
Securities Act, and will be governed by the final adjudication of such
issue.
Item 16. EXHIBITS
--------
1 Form of Distribution Agreement
4 Form of Indenture between the
Company and Chemical Bank
5 Opinion of Weil, Gotshal & Manges
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Coopers & Lybrand
23.2 Consent of Weil, Gotshal & Manges (included in Exhibit 5)
24 Power of Attorney (included as part of the signature
page hereof)
25 Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Chemical Bank
(separately bound)
Item 17. UNDERTAKINGS
------------
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act");
(ii) to reflect in the Prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in this
Registration Statement;
(iii) to include any material information with respect
to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
II-
provided, however, that the undertakings set forth in paragraphs
-------- -------
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") that are incorporated by
reference in this Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the Securities offered therein, and the offering of such
Securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the Securities being registered hereby
which remain unsold at the termination of the offering.
(d) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934,
as amended, that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions referred to in Item 15 of this Registration Statement,
or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered hereby, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final
adjudication of such issue.
(f) That, for purposes of determining any liability under
the Securities Act, the information omitted from the form of
prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared
effective.
(g) That, for the purpose of determining any liability
under the Securities Act, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Mateo,
State of California, on the 13th day of April, 1994.
FRANKLIN RESOURCES, INC.
By: /s/ Leslie Kratter
---------------------------
Leslie Kratter
Vice President and Assistant
Secretary
POWER OF ATTORNEY
Each officer or director whose signature appears below hereby
appoints Leslie Kratter his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, to sign on
his behalf, as an individual and in the capacity stated below, any
amendment or post-effective amendment to this Registration Statement,
to file the same, with all Exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing which such attorney-in-
fact and agent may deem appropriate or necessary, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or
any substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the
13th day of April, 1994 in the capacities indicated.
Signature Title
--------- -----
/s/ Charles B. Johnson Chairman, President and Chief
--------------------------- Executive Officer,
Charles B. Johnson Principal Executive Officer and
Director
/s/ Harmon E. Burns Executive Vice President, Legal and
--------------------------- Administrative, Secretary and
Harmon E. Burns Director
/s/ Martin L. Flanagan Senior Vice President, Principal
--------------------------- Financial
Martin L. Flanagan Officer and Principal Accounting
Officer
II-
/s/ Rupert H. Johnson, Jr. Director
---------------------------
Rupert H. Johnson, Jr.
/s/ Judson R. Grosvenor Director
---------------------------
Judson R. Grosvenor
Director
---------------------------
Charles E. Johnson
/s/ Harry O. Kline Director
---------------------------
Harry O. Kline
/s/ Louis E. Woodworth Director
---------------------------
Louis E. Woodworth
/s/ F. Warren Hellman Director
---------------------------
F. Warren Hellman
/s/ Peter M. Sacerdote Director
---------------------------
Peter M. Sacerdote
II-
INDEX TO EXHIBITS
Exhibit
No. Description
------- -----------
1 Form of Distribution Agreement
4 Form of Indenture between the
Company and Chemical Bank
5 Opinion of Weil, Gotshal & Manges
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Coopers & Lybrand
23.2 Consent of Weil, Gotshal & Manges (included in Exhibit 5)
24 Power of Attorney (included as part of the signature
page hereof)
25 Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Chemical Bank
(separately bound)