UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Franklin Resources, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
0003546131
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(CUSIP Number)
August 8, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
Schedule 13G
CUSIP No. 0003546131
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Elizabeth S. Wiskemann
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Citizenship of Place of Organization: United States
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Number of 5. Sole Voting Power: 7,536,804 as of August 8, 2005*
Shares --------------------------------------------------------------
Beneficially 6. Shared Voting Power: 294,632 as of August 8, 2005**
Owned by --------------------------------------------------------------
Each Reporting 7. Sole Dispositive Power: 7,536,804 as of August 8, 2005*
Person With: --------------------------------------------------------------
8. Shared Dispositive Power: 294,632 as of August 8, 2005**
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9. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,831,436 as of August 8, 2005 (* and **)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
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11. Percent of Class Represented by Amount in Row (9): 3.1%***
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12. Type of Reporting Person (See Instructions): IN
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* Consists of (i) 6,778,804 shares owned by Elizabeth S. Wiskemann as Trustee of
the Elizabeth S. Wiskemann Family Trust and (ii) 758,000 shares in the Elizabeth
Wiskemann Rollover Individual Retirement Account, of which Elizabeth S.
Wiskemann is the sole beneficiary.
** Consists of 294,632 shares owned by the Wiskemann Family Foundation in which
Elizabeth S. Wiskemann is an officer and shares voting and dispositive power.
*** The percentage is based upon 251,615,588 issuer shares of Common Stock
outstanding as of July 29, 2005, as reported in issuer's Form 10-Q for the
quarterly period ended June 30, 2005.
Schedule 13G
CUSIP No. 0003546131
Item 1.
(a) Name of Issuer:
Franklin Resources, Inc.
(b) Address of Issuer's Principal Executive Offices:
One Franklin Parkway
San Mateo, CA 94403
ITEM 2.
(a) Name of Person Filing:
Elizabeth S. Wiskemann
(b) Address of Principal Business Office or, if none, Residence:
7 Mt. Lassen Drive, Suite B-156
San Rafael, CA 94903
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
0003546131
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13D-1(b) OR
240.13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E);
Schedule 13G
CUSIP No. 0003546131
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 7,831,436 as of August 8, 2005
(* and **).
(b) Percent of class: 3.1%***.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 7,536,804 as
of August 8, 2005*.
(ii) Shared power to vote or to direct the vote: 294,632 as
of August 8, 2005**.
(iii) Sole power to dispose or to direct the disposition
of: 7,536,804 as of August 8, 2005*.
(iv) Shared power to dispose or to direct the disposition
of: 294,632 as of August 8, 2005**.
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see Section 240.13d3(d)(1).
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* Consists of (i) 6,778,804 shares owned by Elizabeth S. Wiskemann as Trustee of
the Elizabeth S. Wiskemann Family Trust and (ii) 758,000 shares in the Elizabeth
Wiskemann Rollover Individual Retirement Account, of which Elizabeth S.
Wiskemann is the sole beneficiary.
**Consists of 294,632 shares owned by the Wiskemann Family Foundation in which
Elizabeth S. Wiskemann is an officer and shares voting and dispositive power.
The percentage is based upon 251,615,588 issuer shares of Common Stock
outstanding as of July 29, 2005, as reported in issuer's Form 10-Q for the
quarterly period ended June 30, 2005.
Schedule 13G
CUSIP No. 0003546131
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Schedule 13G
CUSIP No. 0003546131
SIGNATURE
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.
August 22, 2005
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Date
/s/ Elizabeth S. Wiskemann
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Signature
Elizabeth S. Wiskemann
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Name/Title