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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Franklin Resources, Inc.
Common Stock
0003546131
December 31, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
þ Rule 13d-1 (c)
o 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 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 | Page 2 of 7 |
CUSIP No. 0003546131
| 1. | Name of Reporting Person: Elizabeth S. Wiskemann |
I.R.S. Identification Nos. of above persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of Organization: United States |
|||||
| Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting Power: 15,260,569 as of January 25, 2005* | |||||
| 6. | Shared Voting Power: 294,632 as of January 25, 2005** | |||||
| 7. | Sole Dispositive Power: 15,260,569 as of January 25, 2005* | |||||
| 8. | Shared Dispositive Power: 294,632 as of January 25, 2005** | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 15,555,201 as of January 25, 2005* |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
| 11. | Percent
of Class Represented by Amount in Row (9): 6.2%*** | |||||
| 12. | Type of Reporting Person: IN | |||||
**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 251,352,866 issuer shares of Common Stock outstanding as of November 30, 2004, as reported in issuer’s Form 10-K for the fiscal year ended September 30, 2004.
| Schedule 13G | Page 3 of 7 |
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 §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a)
|
o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
(b)
|
o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c)
|
o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d)
|
o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| Schedule 13G | Page 4 of 7 |
CUSIP No. 0003546131
(e)
|
o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
(f)
|
o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
(g)
|
o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
(h)
|
o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i)
|
o | 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)
|
o | Group, in accordance with §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: 15,260,569 as of January 25, 2005*. | |||
| (b) | Percent of class: 6.2%** . | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote: 15,260,569 as of January 25, 2005*. | |||
| (ii) | Shared power to vote or to direct the vote: 294,632 as of January 25, 2005**. | |||
| (iii) | Sole power to dispose or to direct the disposition of: 15,260,569 as of January 25, 2005*. | |||
| (iv) | Shared power to dispose or to direct the disposition of: 294,632 as of January 25, 2005**. | |||
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).
| Schedule 13G | Page 5 of 7 |
CUSIP No. 0003546131
**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 251,352,866 issuer shares of Common Stock outstanding as of November 30, 2004, as reported in issuer’s Form 10-K for the fiscal year ended September 30, 2004.
| Schedule 13G | Page 6 of 7 |
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 [ ].
| 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 | Page 7 of 7 |
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.
| January 31, 2005 | ||
| Date | ||
| /s/ Elizabeth S. Wiskemann | ||
| Signature | ||
| Elizabeth S. Wiskemann | ||
| Name/Title |