-----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, TyCch0qHPiYnFrPJecanVlLLJbSdq+hUiAzhMprDVvbtAlUp1DVJuxO7dfxYWHOd 5C/0OeanYdLiqQu5sq+4mA== 0000909518-96-000199.txt : 19960629 0000909518-96-000199.hdr.sgml : 19960629 ACCESSION NUMBER: 0000909518-96-000199 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960625 ITEM INFORMATION: Other events FILED AS OF DATE: 19960627 SROS: NYSE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09318 FILM NUMBER: 96586748 BUSINESS ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 4155703000 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------------------------------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): June 25, 1996 ----------------------------------------------------------------- FRANKLIN RESOURCES, INC. -------------------------- (Exact Name of Registrant) Delaware 0-6952 13-2670991 - ------------------------ --------------------- ----------------------- (State of Incorporation) (Commission File No.) (IRS Employer Identification Number) 777 Mariners Island Blvd. San Mateo, California 94404 ---------------------------------------- (Address of Principal Executive Offices) (415) 312-3000 ------------------------------- (Registrant's telephone number) Item 5 of the Current Report on Form 8-K filed by Franklin Resources, Inc. on June 25, 1996 is hereby amended and restated in its entirety as follows: Item 5. Other Events. ------------- Franklin Resources, Inc. (the "Registrant") announced on June 25, 1996 that it and its newly-formed wholly-owned subsidiary, Elmore Securities Corporation ("Elmore"), had entered into an agreement (the "Agreement") with Heine Securities Corporation ("Heine") and its chief executive officer, Michael F. Price ("Price") to acquire certain of the assets and liabilities of Heine. A copy of the Agreement is attached as Exhibit 2. Heine, a Delaware corporation, has its principal offices in Short Hills, New Jersey and is engaged in the business of rendering investment advice and providing related services, and owns certain assets and rights used in connection with the conduct of its business. The acquisition will be consummated by the purchase by Elmore of certain of the assets of Heine (and the assumption of certain of Heine's liabilities). The base purchase price consists of a $400 million cash payment from Elmore to Heine, the delivery of 1.1 million shares (the "Shares") of the Registrant's Common Stock to Heine (which Shares have been deposited in escrow pending the closing of the acquisition), and the deposit in escrow of $150 million to be invested in shares of the Mutual Series Fund Inc. ("Mutual"), a series of funds managed by Heine, which Mutual shares will be released to Heine over a five year period with a minimum $100 million retention for the full five year period. In addition to the base purchase price, the Agreement also provides for a contingent payment to Heine ranging from $96.25 million to $192.5 million under certain conditions if certain agreed upon growth targets are met over the next five years. Heine further agreed that, for the two-year period following the closing, it will not transfer the Shares except under certain circumstances. Heine also agreed that it will not own more than 4.9% of the Registrant's outstanding common stock on a fully diluted basis. In addition, Heine agreed to vote the Shares in accordance with the recommendations of the Registrant's Board of Directors, and the Registrant agreed to grant Heine and Mr. Price certain registration rights with respect to the Shares. Mr. Price and five senior executives of Heine previously entered into employment agreements with Heine, which will be assumed by Elmore. Completion of the acquisition is subject to compliance with the Hart-Scott-Rodino Antitrust Improvements Act, Mr. Price's employment agreement with Heine, and that of three of five other senior executives, being in full force and effect at the time of closing, as well as other customary conditions. The Registrant or Heine may terminate the transaction if at least 80% of the total assets under Heine's management as of the date of the Agreement are not still under management by Heine immediately prior to the closing. A copy of the Registrant's press release related to the acquisition is attached as Exhibit 99. The purchase price of the acquisition will be funded through a combination of the Registrant's available cash and one or more sources of third-party financing. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FRANKLIN RESOURCES, INC. Date: June 26, 1996 By: /s/ Leslie M. Kratter ----------------------------- Name: Leslie M. Kratter Title: Vice President 3 -----END PRIVACY-ENHANCED MESSAGE-----