-----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, LtBpF876T1VLNMfKhMqh6fDu/3girC8IsHsWuOOd/PDxdBUZysx9Tadk8AmO93kk v/+3sHqRE0Yw6kE0nnuezw== 0000038777-99-000379.txt : 19990309 0000038777-99-000379.hdr.sgml : 19990309 ACCESSION NUMBER: 0000038777-99-000379 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990308 GROUP MEMBERS: CHARLES B. JOHNSON GROUP MEMBERS: FRANKLIN ADVISORY SERVICES, INC. GROUP MEMBERS: FRANKLIN RESOURCES INC GROUP MEMBERS: FRANKLIN RESOURCES, INC. GROUP MEMBERS: RUPERT H. JOHNSON, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARDING LAWSON ASSOCIATES GROUP INC CENTRAL INDEX KEY: 0000818968 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 680132062 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39023 FILM NUMBER: 99558504 BUSINESS ADDRESS: STREET 1: 7655 REDWOOD BLVD STREET 2: P O BOX 578 CITY: NOVATO STATE: CA ZIP: 94945 BUSINESS PHONE: 4158920821 MAIL ADDRESS: STREET 1: 7655 REDWOOD BLVD CITY: NOVATO STATE: CA ZIP: 94945 FORMER COMPANY: FORMER CONFORMED NAME: HARDING ASSOCIATES INC DATE OF NAME CHANGE: 19920703 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 BUSINESS ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD STREET 2: 6TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 6503123000 MAIL ADDRESS: STREET 1: FRANKLIN RESOURCES INC STREET 2: 901 MARINERS ISLAND BLVD 6TH FLOOR CITY: SAN MATEO STATE: CA ZIP: 94404 SC 13D 1 CUSIP 412293102 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Harding Lawson Associates Group, Inc. (Name of Issuer) Common Stock (par Value $.01) (Title of Class of Securities) 412293102 (CUSIP Number) Leslie M. Kratter Franklin Advisory Services, Inc. 777 Mariners Island Blvd. San Mateo, California 94404 (650) 312-4018 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 5, 1999 (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 [X]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Advisory Services, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS See Item 3 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 436,700 (See Item 5) 8. SHARED VOTING POWER 9. SOLE DISPOSITIVE POWER 436,700 (See Item 5) 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 436,700 (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 9.0% 14. TYPE OF REPORTING PERSON IA 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Resources, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS See Item 3 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 436,700 (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 9.0% 14. TYPE OF REPORTING PERSON HC 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 See Item 3 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 436,700 (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 9.0% 14. TYPE OF REPORTING PERSON HC 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 See Item 3 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 436,700 (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 9.0% 14. TYPE OF REPORTING PERSON HC Item 1. Security and Issuer This statement relates to the Common Stock (the "Common Stock ") of Harding Lawson Associates Group, Inc.(the "Issuer"). The Issuer's principal executive offices are located at 7655 Redwood Blvd., Novato, CA 94945. Item 2. Identity and Background (a) Name: Franklin Advisory Services, Inc. ("FASI") (b) State of Organization: Delaware (c) Principal Business: An investment adviser registered with the U.S. Securities and Exchange Commission and investment adviser to a number of the open and closed-end investment companies in the Franklin Templeton Group of Funds. Address of Principal Business/Principal Office: One Parker Plaza, Sixteenth Floor Fort Lee, NJ 07024 (d) Criminal Convictions: None (e) Civil Proceedings: None 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, 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/Principal Shareholder, Franklin Resources, Inc., Parent Company of a number of investment advisers and administrative companies providing investment advice and administrative services to the Franklin/Templeton Group of Funds, managed accounts and other investment products. Chairman of the Board/Director, FASI (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., Parent Company of a number of investment advisers and administrative companies providing investment advice and administrative services to the Franklin/Templeton Group of Funds, managed accounts and other investment products. Senior Vice President/Director, FASI (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 hereto. To the best knowledge of the persons listed in Item 2 hereof, each person listed on Exhibit A is a United States citizen except where otherwise noted and, during the last five years, no person listed in Exhibit A 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 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 3. Source and Amount of Funds or Other Consideration The securities reported herein were acquired with funds of approximately $3,397,094 million (including brokerage commissions). All such funds were provided by FASI's advisory clients. Item 4. The securities covered in this statement were acquired by advisory clients of Franklin Advisory Services, Inc. an investment advisory subsidiary of FRI for the purpose of investment. Neither FASI, nor any executive officer or director of FASI has any present plans or intentions to acquire or dispose of any securities of the Issuer other than on behalf of clients of FASI and for the purposes of investment. FASI has communicated to Issuer and intends to communicate further to Issuer and to other shareholders of Issuer its views that the Board of Directors of Issuer should be directing its primary attention to a strategic joinder of Issuer with a strong partner with compatible business activities. FASI believes that such partnership would provide economies of scale and a single source provider to clients on a national basis. FASI believes that such strategy should be pursued by the Board or a Committee thereof. FASI believes that such strategy can be implemented without the necessity of immediately employing a new Chief Executive Officer. In order to retain maximum flexibility and to avoid potentially unnecessary expenditures, FASI believes that the Board should defer taking any action in this regard until after it has completed a review and analysis of all available opportunities. From a review of publicly available information, FASI believes that there are a number of other companies who would be possible partners with Issuer, the shares of some of which are owned by advisory clients of FASI. FASI may decide to purchase on behalf of its advisory clients additional shares of the Common Stock of the Issuer. In addition, FASI may cause its advisory clients to dispose of any or all securities of the Issuer in any manner permitted by applicable securities laws. FASI's advisory clients further reserve the right to exercise any and all of its respective rights as a stockholder of the Issuer in a manner consistent with their respective equity interests. Other than as described above, neither FASI, nor any executive officer or director of FASI, has any present plans or proposals which relate to or would result in: (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (ii) the sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iii) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of the Issuer; (v) any other material change in the Issuer's business or corporate structure; (vi) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (vii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (viii) a class of equity security of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a-b) FASI's advisory clients are the owners of 436,700 shares of the Common Stock representing approximately 9.0% of the outstanding shares of Common Stock. Since FASI's advisory contracts with its clients grant to FASI sole investment power over the securities owned by its advisory clients, FASI may be deemed to be, for purposes of Rule 13d-3 under the 1934 Act (the "1934 Act"), the beneficial owner of the securities covered by this statement. Franklin Microcap Value Fund, one of the series comprising Franklin Value Investors Trust, an open-end investment company registered under the Investment Company Act of 1940, is an advisory client of FASI. Franklin Microcap Value Fund may be deemed to be the beneficial owner of 300,900 Shares representing approximately 6.2% of the outstanding Common Stock of the Issuer. FASI is a wholly-owned subsidiary of FRI. 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 therefore may be deemed to be, for purposes of Rule 13d-3 under the 1934 Act, the beneficial owner of securities held by persons and entities advised by FRI subsidiaries. However, no investment advisory personnel of FRI subsidiaries other than FASI's are involved in the investment management decisions of FASI. Moreover, FASI, FRI and the Principal Shareholders each disclaim any economic interest or beneficial ownership in any of the securities covered by this statement owned by advisory clients of FRI subsidiaries. Furthermore, FASI, FRI and the Principal Shareholders 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 any persons or entities advised by FRI subsidiaries. (c) All transactions in the shares of the Common Stock within the past sixty days are listed on Exhibit B attached hereto. (d) No person other than respective advisory clients of FASI 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. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer Other than as disclosed above, no persons named in Item 2 herein, nor to the best of such person's knowledge, no person named in Exhibit A 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 Executive Officers and Directors of Reporting Persons Exhibit B Summary of Transactions Within the Last Sixty Days 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. March 5, 1999 Franklin Advisory Services, Inc. Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. S\LESLIE M. KRATTER By: Leslie M. Kratter Secretary, Franklin Advisory Services, Inc. Vice President & Secretary, Franklin Resources, Inc. Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13D Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13D 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 March 5, 1999. Franklin Advisory Services, Inc. Franklin Resources, Inc. Charles B. Johnson Rupert H. Johnson, Jr. S\LESLIE M. KRATTER By: Leslie M. Kratter Secretary, Franklin Advisory Services, Inc. Vice President & Secretary, Franklin Resources, Inc. Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached to this Schedule 13D Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney attached to this Schedule 13D POWER OF ATTORNEY CHARLES B. JOHNSON hereby appoints LESLIE M. KRATTER 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 LESLIE M. KRATTER 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 EXECUTIVE OFFICERS AND DIRECTORS Name Present Principal Occupation/Employment Residence or Business Address Bruce Baughman Senior Vice President - FASI FASI Jennifer J. Bolt Vice President - FRI FRI Harmon E. Burns Executive Vice President/Director - FRI FRI Martin L. Flanagan Senior Vice President/Chief Financial Officer - FRI Chief Financial Officer - FASI FRI Deborah R. Gatzek Senior Vice President/Assistant Secretary/General Counsel - FRI Vice President/Assistant Secretary - FASI FRI 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 Chairman of the Board/Director - FASI FRI Charles E. Johnson Senior Vice President/Director - FRI President of Templeton Worldwide, Inc., Investment Management Templeton Worldwide, Inc., 500 E. Broward, Ste. 2100 Ft. Lauderdale, FL 33394 Gregory E. Johnson Vice President - FRI FRI Gordon Jones Vice President - FRI FRI Rupert H. Johnson, Jr. Executive Vice President/Director/Principal Shareholder - FRI Senior Vice President/Director - FASI FRI Harry O. Kline Director - FRI 6501 Red Hook Plaza, #201, St. Thomas, VI 00802 Elizabeth Knoblock Assistant Secretary - FRI Senior Vice President/Legal Counsel for Templeton Investment Counsel, Inc. Templeton Investment Counsel, Inc., 500 E. Broward, Ft. Lauderdale, FL 22294 Leslie M. Kratter Vice President/Secretary - FRI Secretary - FASI FRI Kenneth A. Lewis Vice President - FRI Controller - FASI FRI William J. Lippman Senior Vice President - FRI President/Director - FASI FASI James A. McCarthy Director - FRI Private Investor 101 California Street, Suite 1400, San Francisco, CA 94111 Margaret McGee Vice President - FASI FASI Peter M. 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 Philip Smith Vice President - FASI FASI Charles R. Sims Treasurer - FRI Treasurer - FASI FRI Louis E. Woodworth Director - FRI Private Investor/President, Alpine Corp. Alpine Corp., 1505 7th Avenue, Seattle, WA 98119 FRI Franklin Resources, Inc. 777 Mariners Island Blvd. San Mateo, CA 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, managed accounts and other investment products. FASI Franklin Advisory Services, Inc. One Parker Plaza, 16th Floor Ft. Lee, NJ 07024 An investment adviser to a number of the open and closed-end investment companies in the Franklin Templeton Group of Funds. Exhibit B Summary of Transactions Within the Last Sixty Days Date Buy/Sell No. of Shares Price 02/26/99 Sell 4,000 $5.5000 -----END PRIVACY-ENHANCED MESSAGE-----