-----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, RJSCuPZNTOyB47PlNzHQtWTmHzNpH9ZGrXUohjus4HIDJr5DBtbFedhlprlAmLOU HZ12hOckbfYfEJJbzSSozw== 0000038777-04-000585.txt : 20041118 0000038777-04-000585.hdr.sgml : 20041118 20041118164958 ACCESSION NUMBER: 0000038777-04-000585 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041117 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041118 DATE AS OF CHANGE: 20041118 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09318 FILM NUMBER: 041155422 BUSINESS ADDRESS: STREET 1: ONE FRANKLIN PARKWAY STREET 2: BUILDING 920 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-312-2000 MAIL ADDRESS: STREET 1: FRANKLIN RESOURCES INC STREET 2: ONE FRANKLIN PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94403 8-K 1 form8k_111804.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2004 FRANKLIN RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 1-9318 13-2670991 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) One Franklin Parkway, San Mateo, California 94403 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 312-3000 ---------------------------------------------- (Former name or former address, if changed since last report): Not Applicable Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS. On November 17, 2004, Franklin Resources, Inc. ("FRI") issued a press release, which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing that an agreement had been reached by its subsidiary, Franklin/Templeton Distributors, Inc. with the Attorney General's Office for the State of California ("CAGO") that resolves the issues resulting from the CAGO's investigation concerning marketing support payments to securities dealers who sell fund shares. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release issued on November 17, 2004 by Franklin Resources, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FRANKLIN RESOURCES, INC. (Registrant) Date: November 18, 2004 /s/ Barbara J. Green ---------------------------- Barbara J. Green Vice President, Deputy General Counsel and Secretary EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- -------------------------------------------- 99.1 Press Release issued on November 17, 2004 by Franklin Resources, Inc. EX-99 2 exh99-1.txt PRESS RELEASE DATED 11/17/04 EXHIBIT 99.1 ------------ One Franklin Parkway San Mateo, CA 94403-1906 tel 650/312.2000 franklintempleton.com [LOGO OMITTED] - -------------------------------------------------------------------------------- FROM: Franklin Resources, Inc. Corporate Communications: Lisa Gallegos (650) 312-3395 Investor Relations: Greta Gahl (650) 312-4091 franklintempleton.com FOR IMMEDIATE RELEASE --------------------- FRANKLIN RESOURCES, INC., ANNOUNCES SETTLEMENT AGREEMENT BY SUBSIDIARY WITH CALIFORNIA ATTORNEY GENERAL'S OFFICE San Mateo, CA, November 17, 2004 - Franklin Resources, Inc. (Franklin Templeton Investments) (NYSE: BEN) (the "Company") announced today that Franklin Templeton Distributors, Inc. ("FTDI") reached an agreement with the California Attorney General's Office ("CAGO"), resolving the issues resulting from the CAGO's investigation concerning marketing support payments to securities dealers who sell fund shares. The Company continues to be in discussions towards resolving the Securities and Exchange Commission's (SEC) investigation related to this matter. The investigations were previously disclosed by the Company earlier this year in SEC filings and press releases. The Company believes that the settlement of this matter is in the best interest of the Company and its fund shareholders. Under the terms of the settlement with the CAGO, FTDI neither admits nor denies allegations in the complaint and has agreed to pay $2 million as a civil penalty, $14 million to Franklin Templeton funds and $2 million to the CAGO. The CAGO settlement recognized certain voluntary measures and undertakings of the Company concerning marketing support payments to securities dealers who sell fund shares including the fact that Franklin Templeton had eliminated the practice of using brokerage commissions to recognize funds sales in November 2003. As a result of the CAGO settlement, the previously announced results for the quarter and fiscal year ended September 30, 2004 will be adjusted to include an additional charge to income of $18.5 million ($12.2 million net of tax), which is in addition to amounts accrued for ongoing governmental investigations, proceedings and actions in quarters through June 30, 2004. Franklin Resources, Inc. [NYSE:BEN], is a global investment organization operating as Franklin Templeton Investments. Franklin Templeton Investments provides global and domestic investment management solutions managed by its Franklin, Templeton, Mutual Series and Fiduciary Trust investment teams. The San Mateo, CA-based company has more than 50 years of investment experience and over $371 billion in assets under management as of October 31, 2004. For more information, please call 1-800/DIAL BEN(R) or visit franklintempleton.com. FORWARD-LOOKING STATEMENTS - -------------------------- Statements in this press release regarding Franklin Resources, Inc.'s business, which are not historical facts, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks, uncertainties and other important factors, some of which are listed below, that could cause the actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements. These and other risks, uncertainties and other important factors are described in more detail in Franklin's recent filings with the U.S. Securities and Exchange Commission, including, without limitation, the "Risk Factors" section of the Management's Discussion and Analysis of Financial Condition and Results of Operations in Franklin's Annual Report on Form 10-K for the fiscal year ended September 30, 2003, and Franklin's most recent quarterly report on Form 10-Q. * Governmental investigations, settlements of such investigations, ongoing and proposed governmental actions, and regulatory examinations of the company and its business activities as described in more detail in the company's press releases and regulatory filings as well as civil litigation arising out of or related to such matters could adversely impact our assets under management, increase costs and negatively impact the profitability of the company and future financial results. * Regulatory or legislative actions and reforms, particularly those specifically focused on the mutual fund industry, could adversely impact our assets under management, increase costs and negatively impact the profitability of the company and future financial results. * Volatility in the equity markets may cause the levels of our assets under management to fluctuate significantly. * Weak market conditions may lower our assets under management and reduce our revenues and income. * We face strong competition from numerous and sometimes larger companies. * Changes in the distribution channels on which we depend could reduce our revenues or hinder our growth. * We face risks associated with conducting operations in numerous foreign countries. * Certain of the portfolios we manage, including our emerging market portfolios and related revenues, are vulnerable to market-specific political or economic risks. * Our ability to meet cash needs depends upon certain factors, including our asset value, credit worthiness and the market value of our stock. * Technology and operating risk and limitations could constrain our operations. # # # -----END PRIVACY-ENHANCED MESSAGE-----