-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I333h+w4kwsGg/IOEATVcCJ+itZKI7nrhM0b12+15ULKz+9OSN5HmtHiJ1I2439+ izBGblwfLeuuSZUUaxD8Bg== 0000038777-96-000142.txt : 19961118 0000038777-96-000142.hdr.sgml : 19961118 ACCESSION NUMBER: 0000038777-96-000142 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961114 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VIAD CORP CENTRAL INDEX KEY: 0000884219 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 361169950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42553 FILM NUMBER: 96666452 BUSINESS ADDRESS: STREET 1: DIAL TOWER STREET 2: DIAL CORPORATE CNTR CITY: PHOENIX STATE: AZ ZIP: 85077 BUSINESS PHONE: 6022074000 MAIL ADDRESS: STREET 1: DIAL TOWER STREET 2: 1850 NORTH CENTRAL AVE CITY: PHOENIX STATE: AZ ZIP: 85077 FORMER COMPANY: FORMER CONFORMED NAME: DIAL CORP /DE/ DATE OF NAME CHANGE: 19930823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN RESOURCES INC CENTRAL INDEX KEY: 0000038777 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 132670991 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 4155703000 MAIL ADDRESS: STREET 1: FRANKLIN RESOURCES INC STREET 2: 777 MARINERS ISLAND BLVD CITY: SAN MATEO STATE: CA ZIP: 94404 SC 13D/A 1 CUSIP No. 92552R109 13D Page 1 of 12 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Viad Corporation (NAME OF ISSUER) Common Stock (TITLE OF CLASS OF SECURITIES) 92552R109 (CUSIP Number) Leslie M. Kratter Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, California 94404 (415) 312-4018 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 1, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) CUSIP No. 92552R109 13D Page 2 of 12 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Resources, Inc. 13-2670991 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER (See Item 5) 8. SHARED VOTING POWER (See Item 5) 9. SOLE DISPOSITIVE POWER (See Item 5) 10. SHARED DISPOSITIVE POWER (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,250,800 (See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.7% 14. TYPE OF REPORTING PERSON HC; CO CUSIP No. 92552R109 13D Page 3 of 12 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles B. Johnson ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER (See Item 5) 8. SHARED VOTING POWER (See Item 5) 9. SOLE DISPOSITIVE POWER (See Item 5) 10. SHARED DISPOSITIVE POWER (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,250,800 (See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.7% 14. TYPE OF REPORTING PERSON IA; HC (See Item 5) CUSIP No. 92552R109 13D Page 4 of 12 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rupert H. Johnson, Jr. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER (See Item 5) 8. SHARED VOTING POWER (See Item 5) 9. SOLE DISPOSITIVE POWER (See Item 5) 10. SHARED DISPOSITIVE POWER (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,250,800 (See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.7% 14. TYPE OF REPORTING PERSON IA; HC (See Item 5) CUSIP No. 92552R109 13D Page 5 of 12 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Mutual Advisers, Inc. 22-3463202 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS N/A 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 9,250,800 (See Item 5) 8. SHARED VOTING POWER (See Item 5) 9. SOLE DISPOSITIVE POWER 9,250,800 (See Item 5) 10. SHARED DISPOSITIVE POWER (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,250,800 (See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.7% 14. TYPE OF REPORTING PERSON IA CUSIP No. 92552R109 13D Page 6 of 12 Items 2, 5, 6 and 7 of the Schedule 13D, initially filed on January 17, 1996, as amended on April 2, 1996, and on July 8, 1996, are hereby amended and restated in their entirety as follows: Item 2. Identity and Background (a) Name: Franklin Resources, Inc. (FRI) (b) State of Organization: Delaware (c) Principal Business: A diversified financial services holding company whose primary business is providing, through operating subsidiaries, management, administrative, and distribution services to the open and closed-end investment companies comprising the Franklin/Templeton Group of Funds, the Franklin Mutual Series Fund Inc., managed accounts and other investment products. Address of Principal Business/Principal Office: 777 Mariners Island Blvd. San Mateo, CA 94404 (d) Criminal Convictions: None (e) Civil Proceedings: None Item 2. Identity and Background (a) Name: Charles B. Johnson (b) Business Address: Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, California 94404 (c) Principal Business: President/Chief Executive Officer/Director, and Principal Shareholder, Franklin Resources, Inc. CUSIP No. 92552R109 13D Page 7 of 12 777 Mariners Island Blvd. San Mateo, California 94404, Parent Company of a number of investment advisers and administrative companies providing investment advice and administrative services to the Franklin/Templeton Group of Funds, the Franklin Mutual Series Fund Inc., managed accounts and other investment products. Director, Franklin Mutual Advisers, Inc. 51 John F. Kennedy Parkway Short Hills, NJ 07078 An investment adviser registered with the U.S. Securities and Exchange Commission (SEC) and investment adviser to the Franklin Mutual Series Fund Inc. d) Criminal Convictions: None (e) Civil Proceedings: None Item 2. Identity and Background (a) Name: Rupert H. Johnson, Jr. (b) Business Address: Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, California 94404 (c) Principal Business: Executive Vice President/Director/Principal Shareholder, Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, California 94404, Parent Company of a number of investment advisers and administrative companies providing investment advice and administrative services to the Franklin/Templeton Group of Funds, the Franklin Mutual Series Fund Inc., managed accounts and other investment products. Director, Franklin Mutual Advisers, Inc. 51 John F. Kennedy Parkway Short Hills, NJ 07078 CUSIP No. 92552R109 13D Page 8 of 12 An investment adviser registered with the U.S. Securities and Exchange Commission (SEC) and investment adviser to the Franklin Mutual Series Fund Inc. (d) Criminal Convictions: None (e) Civil Proceedings: None Item 2. Identity and Background (a) Name: Franklin Mutual Advisers, Inc. (FMAI) (b) State of Organization: Delaware (c) Principal Business: An investment adviser registered with the U.S. Securities and Exchange Commission (SEC) and investment adviser to the Franklin Mutual Series Fund Inc. Address of Principal Business/Principal Office: 51 John F. Kennedy Parkway Short Hills, NJ 07078 (d) Criminal Convictions: None (e) Civil Proceedings: None Item 2. Identity and Background (a) The name, residence or business address, and the principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director and each controlling person, if any, of the reporting persons named above is set forth in Exhibit A-1 hereto. To the best knowledge of the persons listed in Item 2 hereof, each person listed on Exhibit A-1 is a United States citizen and, during the last five years, no person listed in Exhibit A-1 attached (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to, a judgment, decree or CUSIP No. 92552R109 13D Page 9 of 12 final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 5. Interest in Securities of the Issuer (a-b) On November 1, 1996, Franklin Mutual Advisers, Inc. ("FMAI"), a newly formed wholly-owned subsidiary of Franklin Resources, Inc. ("FRI"), acquired (the "Acquisition") certain of the assets and liabilities of Heine Securities Corporation ("HSC"). Prior to the Acquisition, sole investment and voting power over 9,250,800 of the shares reported on herein (the "Shares") of Issuer's Common Stock held by HSC's advisory clients, including Mutual Series Fund Inc., an open-end, investment management company registered under the Investment Company Act of 1940 (the "40 Act"), was held by HSC. In connection with the Acquisition, Mutual Series Fund Inc. changed its name to Franklin Mutual Series Fund Inc. ("FMSFI") and FMAI became the investment manager to HSC's former advisory clients, including FMSFI, with sole voting and investment power over all its portfolios and over the Shares. All investment advisory personnel employed by HSC prior to the Merger are now employed by FMAI. No investment advisory personnel of FRI or of any of its other subsidiaries are involved in the investment management decisions of FMAI. FMSFI currently has five (5) different portfolios. Since FMAI's advisory contracts with its clients grant to FMAI sole voting and investment power over the securities owned by its advisory clients, FMAI may be deemed to be, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934 (the "1934 Act"), the beneficial owner of the Shares representing approximately 9.7% of the outstanding shares of Issuer's Common Stock. Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") each own in excess of 10% of the outstanding Common Stock of FRI and are the principal shareholders of FRI. FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 of the 1934 Act, the beneficial owner of securities held by persons and entities advised by FRI or its subsidiaries. FRI and the Principal Shareholders each disclaim any economic interest or beneficial ownership in any shares of the Common Stock covered by this Statement. FRI, FMAI, and the Principal Shareholders (collectively referred to as the "FRI Entities") are of the view that they are not acting as a "group" for purposes of Section 13(d) under the 1934 Act and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities held by any of them or by FMSFI. (c) There have been no transactions in the shares of the Common Stock within the past sixty days. (d) No person other than respective advisory clients of FMAI have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of the securities being reported herein. (e) Not applicable. CUSIP No. 92552R109 13D Page 10 of 12 Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer No persons named in Item 2 herein, nor to the best of such person's knowledge, no person named in Exhibit A-1 hereto, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits Exhibit A-1 Executive Officers and Directors of Reporting Persons Exhibit C-1 Joint Filing Agreement CUSIP No. 92552R109 13D Page 11 of 12 Signatures After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. November 13, 1996 Date S\DEBORAH R. GATZEK Signature Deborah R. Gatzek Franklin Resources, Inc. Senior Vice President & General Counsel Name/Title S\DEBORAH R. GATZEK Deborah R. Gatzek Franklin Mutual Advisers, Inc. Assistant Secretary Name/Title __________ S\CHARLES B. JOHNSON Signature S\DEBORAH R. GATZEK Signature By: Deborah R. Gatzek Attorney in Fact pursuant to Power of Attorney for Charles B. Johnson as attached to this Schedule 13D __________ S\RUPERT H. JOHNSON, JR. Signature S\DEBORAH R. GATZEK Signature By: Deborah R. Gatzek Attorney in Fact pursuant to Power of Attorney for Rupert H. Johnson, Jr. as attached to this Schedule 13D CUSIP No. 92552R109 13D Page 12 of 12 POWER OF ATTORNEY CHARLES B. JOHNSON hereby appoints DEBORAH R. GATZEK his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of his position as an officer, director or shareholder of Franklin Resources, Inc. and granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. S\CHARLES B. JOHNSON POWER OF ATTORNEY RUPERT H. JOHNSON, JR. hereby appoints DEBORAH R. GATZEK his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of his position as an officer, director or shareholder of Franklin Resources, Inc. and granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. S\RUPERT H. JOHNSON, JR Exhibit A-1 EXECUTIVE OFFICERS AND DIRECTORS Name Present Principal Occupation/Employment Residence or Business Address _____________________________________________________ Jennifer J. Bolt Vice President -FRI FRI Harmon E. Burns Executive Vice President/Secretary/Director -FRI FRI Kenneth V. Dominguez Senior Vice President -FRI FRI Martin L. Flanagan Senior Vice President/ Treasurer/Chief Financial Officer -FRI Director -FMAI FRI Loretta Fry Vice President -FRI FRI Deborah R. Gatzek Senior Vice President/General Counsel -FRI, Assistant Secretary -FMAI FRI Judson R. Grosvenor Director -FRI, Hotel-Motel developer, builder, operator, and restaurateur 14 Sawgrass Ct., Las Vegas, NV 89113 F. Warren Hellman Director -FRI, Partner in investment management firm Hellman & Friedman, 1 Maritime Plaza, 12th Floor San Francisco, CA 94111 Donna S. Ikeda Vice President -FRI FRI Charles B. Johnson President/Chief Executive Officer/Director/Principal Shareholder -FRI FRI Charles E. Johnson Senior Vice President/Director -FRI; President of Templeton Worldwide, Inc., Investment Management, Director -FMAI Templeton Worldwide, Inc., 500 E. Broward, Ste 2100 Ft. Lauderdale, FL 33394 Gregory E. Johnson Vice President -FRI FRI Rupert H. Johnson, Jr. Executive Vice President/Director/Principal Shareholder -FRI FRI Harry O. Kline Director -FRI 6501 Red Hook Plaza, #201, St. Thomas, VI 00802 Leslie M. Kratter Vice President/Assistant Secretary -FRI, Secretary -FMAI FRI William J. Lippman Senior Vice President -FRI Director -FMSFI Franklin Advisers, Inc., One Parker Plaza, 16th Fl, Ft. Lee, NJ 07024 Peter Sacerdote Director -FRI, Limited Partner/Chair of Investment Committee, Goldman, Sachs Group, L.P., Investment banking Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004 Louis E. Woodworth Director -FRI, Private Investor/President, Alpine Corp. Alpine Corp., 1505 7th Avenue, Seattle, WA 98119 Jeffrey A. Altman Vice President -FMAI, FMSFI FMAI, FMSFI Edward J. Bradley Treasurer -FMAI, FMSFI FMAI, FMSFI Elizabeth N. Cohernour Vice President/Assistant Secretary -FMAI, FMSFI FMAI, FMSFI Robert L. Friedman Vice President-FMAI, FMSFI FMAI, FMSFI Raymond Garea Vice President-FMAI, FMSFI FMAI, FMSFI Peter Langerman Vice President/Director -FMAI Executive Vice President -FMSFI FMAI, FMSFI Michael F. Price Chief Executive Officer/Director/President -FMAI, FMSFI FMAI, FMSFI Lawrence N. Sondike Vice President -FMAI, FMSFI FMAI, FMSFI Edward I. Altman Director -FMSFI, Professor, editor, author, and financial consultant New York Univ., 44 West 4th Street, New York, NY 10012 Ann Torre Grant Director -FMSFI, Executive Vice President/Chief Financial Officer, Manager of multi-family housing NHP Inc., 1225 I Street, N.W., Washington, DC 20005 Andrew H. Hines, Jr. Director -FMSFI, Consultant Triangle Consulting Group Bruce A. MacPherson Director -FMSFI, President of A.A. MacPherson, Inc., Electrical manufacturer representative 1 Pequot Way, Canton, MA 02021 Fred R. Milsaps Director -FMSFI, Manager of personal investments 2665 NE 37th Drive, Fort Lauderdale, FL 33394 Leonard Rubin Director -FMSFI, Chairman, Carolace Embroidery Co., Inc. President, F.N.C. Textiles, Inc., Vice President, Trimtex Co. Inc. Yacht and Racquet Club, 2727 North Ocean Boulevard A1A, Apt. 508A, Boca Raton, FL 33431 Barry F. Schwartz Director -FMSFI, Executive Vice President/General Counsel, MacAndrews & Forbes Holdings, Inc., (a diversified holding company) 35 East 62nd St, New York, NY 10021 Vaugh R. Sturtevant Director -FMSFI, Physician 6 Noyes Avenue, Waterville, ME 04901 Robert E. Wade Director-FMSFI, Attorney 225 Hardwick St., Belvidere, NJ 07823 FRI Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, CA 94404 Investment manager and administrator to Franklin/Templeton Group of Funds, Franklin Mutual Series Fund Inc., managed accounts and other investment products FMAI Franklin Mutual Advisers, Inc. 51 John F. Kennedy Parkway Short Hills, NJ 07078 Investment adviser to Franklin Mutual Series Fund Inc. and other managed accounts FMSFI Franklin Mutual Series Fund Inc. 51 John F. Kennedy Parkway Short Hills, NJ 07078 Open-end, management investment company Exhibit C-1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement and that such statement and all amendments to such statement is made on behalf of each of them. IN WITNESS WHEREOF, the undersigned hereby execute this agreement on November 13, 1996. Signatures FRANKLIN RESOURCES, INC. S\DEBORAH R. GATZEK Signature Deborah R. Gatzek Senior Vice President & General Counsel Name/Title __________ S\CHARLES B. JOHNSON Signature S\DEBORAH R. GATZEK Signature By: Deborah R. Gatzek Attorney in Fact pursuant to Power of Attorney for Charles B. Johnson as attached to this Schedule 13D __________ S\RUPERT H. JOHNSON, JR. Signature S\DEBORAH R. GATZEK Signature By: Deborah R. Gatzek Attorney in Fact pursuant to Power of Attorney for Rupert H. Johnson, Jr. as attached to this Schedule 13D _________ S\DEBORAH R. GATZEK Signature By: Deborah R. Gatzek FRANKLIN MUTUAL ADVISERS, INC. Assistant Secretary Name/Title -----END PRIVACY-ENHANCED MESSAGE-----