CUSIP NO. 25212W100 Page 1 of 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DEX ONE CORPORATION
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
25212W100
(CUSIP Number)
Maria Gray
Vice President and Secretary
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403‑1906
800‑632‑2350
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 8, 2010
(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 that is the
subject of this Schedule 13D, and is filing this schedule because of §§240.13d‑1(e), 240.13d‑1(f) or
240.13d‑1(g), check the following box.[ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d‑7 for other parties to whom copies are to be sent.
*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 on 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).
CUSIP NO. 25212W100 Page 2 of 14
1. NAMES OF REPORTING PERSONS.
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 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
14,778,116
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
14. TYPE OF REPORTING PERSON
HC, CO (See Item 5)
CUSIP NO. 25212W100 Page 3 of 14
1. NAMES OF REPORTING PERSONS.
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 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
14,778,116
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
14. TYPE OF REPORTING PERSON
HC,IN (See Item 5)
CUSIP NO. 25212W100 Page 4 of 14
1. NAMES OF REPORTING PERSONS.
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 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
14,778,116
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
14. TYPE OF REPORTING PERSON
HC,IN (See Item 5)
CUSIP NO. 25212W100 Page 5 of 14
1. NAMES OF REPORTING PERSONS.
Franklin Advisers, 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
14,626,124
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
14,748,688
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,748,688
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
14. TYPE OF REPORTING PERSON
IA,CO (See Item 5)
CUSIP NO. 25212W100 Page 6 of 14
This Amendment No. 1 amends and supplements the Schedule 13D originally filed by the reporting persons with the Securities and Exchange Commission (the “SEC”) on January 29, 2010 (the “Original Schedule 13D”) (together with Amendment No. 1 to the Original Schedule 13D, collectively, the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D.
Item 1. Security and Issuer
This statement relates to the Common Stock, $.001 par value per share (the "Common Stock" ), of DEX ONE CORP.,
a Delaware corporation (the "Issuer"), whose principal executive offices are located at 1001 Winstead Drive, Cary, North Carolina 27513.
Item 2. Identity and Background
(a)-(c), (f) The persons filing this Statement and the citizenship of such filers are listed on the cover pages hereto. The directors and principal executive officers of Franklin Resources, Inc. (“FRI”) and Franklin Advisers, Inc. (“FAV”), their present principal occupations, citizenship and business addresses, and the business addresses of the filers are listed on Exhibit A.
(d) During the last five years, none of the filers, and to the best knowledge of the filers, none of the persons listed on Exhibit A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the filers, and to the best knowledge of the filers, none of the persons listed on Exhibit A was 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 Common Stock was issued in connection with the Issuer’s emergence from Chapter 11 bankruptcy under a joint plan of reorganization of the Issuer and its subsidiaries effective as of January 29, 2010 (the “Plan”). The Plan is described in the Issuer’s Current Report on Form 8-K filed on February 4, 2010. Unsecured debt beneficially owned by one or more open- or closed-end investment companies or other managed accounts that are clients (collectively, “Clients”) of investment managers that are direct and indirect subsidiaries (collectively, the “Investment Management Subsidiaries”) of FRI, including FAV, was exchanged for the Common Stock pursuant to the Plan. In addition, in connection with the Plan, certain of the Clients received the Issuer’s Senior Subordinated Notes which are subject to the Indenture as defined and described below.
CUSIP NO. 25212W100 Page 7 of 14
Item 4. Purpose of Transaction
The Investment Management Subsidiaries acquired the Common Stock for the Clients for the purpose of investment. None of the Investment Management Subsidiaries, and none of any of the other reporting persons covered by this Schedule 13D, currently has any plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, or any present plans or intentions to acquire or dispose of any securities of the Issuer other than on behalf of the Clients.
Under that certain Restructuring Support Agreement dated as of May 28, 2009 (the “Noteholder Support Agreement”), among the Issuer, its subsidiaries and certain of the Issuer’s noteholders, including FAV and certain of the Clients (the “Franklin Entities”), the Franklin Entities had the right to select three of the Issuer’s directors in connection with the Plan. The Franklin Entities selected Richard L. Kuersteiner, who then served as a consultant to FRI and is now an employee of FRI. Mr. Kuersteiner has served in various capacities at FRI since 1990, including Director of Restructuring, Managing Corporate Counsel, Associate General Counsel, and has served as an officer of various Franklin Templeton funds. The Franklin Entities also supported two other directors selected by other parties to the Noteholder Support Agreement, Mark A. McEachen and Alan F. Schultz. Mr. McEachen and Mr. Schultz are not affiliated with any of FRI, the Investment Management Subsidiaries or the Clients. A copy of the form of Noteholder Support Agreement is attached to the Original Schedule 13D as Exhibit D and is incorporated herein by reference.
The Issuer and certain of the Clients entered into a Registration Rights Agreement pursuant which the Issuer agreed to cause shares of the Common Stock to be registered under Section 5 of the Securities Act of 1933, as amended, in accordance with the terms and conditions of that Agreement. The registration statement covering such Common Stock became effective on April 16, 2010. The Registration Rights Agreement is incorporated by reference herein as Exhibit E.
Also pursuant to the Plan, the Issuer and The Bank of New York Mellon entered into an Indenture (the “Indenture”) in connection with the issuance of the Issuer’s $300,000,000 aggregate principal amount of Senior Subordinated Notes maturing on January 29, 2017. The terms of the Indenture, among others, require the Issuer to offer to repurchase the Senior Subordinated Notes at par after certain changes of control involving the Issuer. The Indenture provides that a change in control includes any person other than any Franklin Entity (as defined in the Indenture), becoming the ultimate beneficial owner, directly or indirectly, of 50% or more of the total voting power of the Issuer’s voting stock on a fully diluted basis. The Indenture is incorporated by reference herein as Exhibit F.
The Investment Management Subsidiaries, on behalf of the Clients, may in the future acquire additional shares of Common Stock or other securities of the Issuer, in the open market, in privately‑negotiated purchases or otherwise, and may also, depending upon then‑current circumstances, dispose of all or a portion of the Common Stock in one or more transactions. Additionally, the Investment Management Subsidiaries reserve the right on behalf of the Clients, to exercise any and all of their rights as stockholders of the Issuer in a manner consistent with their equity interests and reserve the right from time to time to formulate plans or proposals regarding the Issuer or any of its securities, including without limitation to carry out any of the actions or transactions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, to the extent deemed advisable by the Investment Management Subsidiaries.
Item 5. Interest in Securities of the Issuer
(a‑b) The 14,778,116 shares of Common Stock covered by this Schedule 13D, representing 29.5% of the outstanding Common Stock, are beneficially owned by the Clients. Investment management contracts grant to the Investment Management Subsidiaries all investment and/or voting power over the securities owned by the Clients, except as otherwise disclosed below. Therefore, for purposes of Rule 13d‑3 under the Act, the Investment Management Subsidiaries may be deemed to be the beneficial owners of the Common Stock.
CUSIP NO. 25212W100 Page 8 of 14
Beneficial ownership by the Investment Management Subsidiaries and other affiliates of FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34‑39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by Franklin Mutual Advisers, LLC (“FMA”), an indirect wholly‑owned investment management subsidiary of FRI, are exercised independently from FRI and from all other investment management subsidiaries of FRI (FRI, its affiliates and the investment management subsidiaries other than FMA are, collectively, “FRI affiliates”). Furthermore, internal policies and procedures of FMA and FRI establish informational barriers that prevent the flow between FMA and the FRI affiliates of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FMA and the FRI affiliates report the securities over which they hold investment and voting power separately from each other for purposes of Section 13 of the Act.
The Principal Shareholders each own in excess of 10% of the outstanding Common Stock of FRI and are the principal stockholders of FRI. FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d‑3 under the Act, the beneficial owners of securities held by persons and entities for whom or for which FRI subsidiaries provide investment management services. The number of shares that may be deemed to be beneficially owned and the percentage of the class of which such shares are a part are reported in Items 11 and 13 of the cover pages for FRI and each of the Principal Shareholders. FRI, the Principal Shareholders and each of the Investment Management Subsidiaries disclaim any pecuniary interest in any of the Common Stock. In addition, the filing of this Schedule 13D on behalf of the Principal Shareholders, FRI and the FRI affiliates, as applicable, should not be construed as an admission that any of them is, and each disclaims that it is, the beneficial owner, as defined in Rule 13d‑3, of any of the Common Stock.
FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries believe that they are not a “group” within the meaning of Rule 13d‑5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the Common Stock held by any of them or by any persons or entities for whom or for which the Investment Management Subsidiaries provide investment management services.
The number of shares of Common Stock as to which each reporting person on this Schedule 13D and other Investment Management Subsidiaries has:
|
(i) |
Sole power to vote or to direct the vote of the Common Stock: |
|
|
|
|
|
|
|
|
|
Franklin Resources, Inc.: |
0 |
|
|
|
|
|
|
|
|
Charles B. Johnson: |
0 |
|
|
|
|
|
|
|
|
Rupert H. Johnson, Jr.: |
0 |
|
|
|
|
|
|
|
|
Franklin Advisers, Inc.: |
14,626,124 |
|
|
|
|
|
|
|
|
Franklin Templeton Investments Corp: |
3,254 |
|
|
|
|
|
|
|
|
Templeton Asset Management Ltd.: |
6,143 |
|
|
|
|
|
|
|
|
Templeton Global Advisors Limited: |
20,281 |
|
|
|
|
|
|
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote of the Common Stock: |
0 |
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of the Common Stock: |
|
|
|
|
|
|
|
|
|
Franklin Resources, Inc.: |
0 |
|
|
|
|
|
|
|
|
Charles B. Johnson: |
0 |
|
|
|
|
|
|
|
|
Rupert H. Johnson, Jr.: |
0 |
|
|
|
|
|
|
|
|
Franklin Advisers, Inc.: |
14,748,688 |
|
|
|
|
|
|
|
|
Franklin Templeton Investments Corp: |
3,254 |
|
|
|
|
|
|
|
|
Templeton Asset Management Ltd.: |
6,143 |
|
|
|
|
|
|
|
|
Templeton Global Advisors Limited: |
20,281 |
|
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition of the Common Stock: |
0 |
|
CUSIP NO. 25212W100 Page 9 of 14
(c) Other than the transactions described in Exhibit G, none of the reporting persons nor, to the best of their knowledge, any of the persons listed in Exhibit A, have effected any transactions in the Common Stock during the past sixty days.
(d) No person other than the Clients is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock, except Franklin Income Fund, a series of Franklin Custodian Funds, an investment company registered under the Investment Company Act of 1940, has an interest in 10,242,757 shares of Common Stock, or 20.5% of the class and Franklin Income Securities Fund, a series of Franklin Templeton Variable Insurance Products Trust, an investment company registered under the Investment Company Act of 1940, has an interest in 2,651,392 shares of Common Stock, or 5.3% of the class.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
As of May 24, 2010, Dick Kuersteiner, who serves on the board of the Issuer has again become an employee of FRI. His position is Associate General Counsel. Otherwise, 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 of the securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Executive Officers and Directors of FRI and FAV
Exhibit B: Joint Filing Agreement, dated as of June 11, 2010
Exhibit C: Limited Powers of Attorney, incorporated herein by reference to the Original Schedule 13D
Exhibit D: Form of Restructuring Support Agreement dated as of May 28, 2009, incorporated herein by reference to the Original Schedule 13D
Exhibit E: Registration Rights Agreement dated January 29, 2010, incorporated herein by reference to
Exhibit 4.3 of the Issuer’s Current Report on Form 8-K filed February 4, 2010.
Exhibit F: Indenture dated January 29, 2010, incorporated herein by reference to Exhibit 4.1 of the Issuer’s Current Report on Form 8-K filed February 4, 2010, incorporated herein by reference to the Original Schedule 13D
Exhibit G: Transactions in the Past 60 Days
CUSIP NO. 25212W100 Page 10 of 14
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.
Dated: June 14, 2010
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisers, Inc.
By: /s/MARIA GRAY
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Maria Gray
Vice President and Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to a Limited Power of Attorney
attached to this Schedule 13D
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to a Limited Power of Attorney
attached to this Schedule 13D
Secretary of Franklin Advisers, Inc.
Franklin Custodian Funds on behalf of
Franklin Income Fund
By: /s/ROBERT C. ROSSELOT
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Robert C. Rosselot
Vice President and Assistant Secretary of Franklin Custodian Funds
CUSIP NO. 25212W100 Page 11 of 14
EXHIBIT A
EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS
Except where otherwise noted, each of the individuals named below is a citizen of the United States with a principal citizen of the United States with a principal business address as indicated below.
|
Name |
Principal Occupation |
Residence or Business Address |
|
Charles B. Johnson |
Chairman of the Board, a Director and a Principal Stockholder, FRI |
Franklin
Resources, Inc. |
|
Rupert H. Johnson, Jr.
|
Vice Chairman, a Director and a Principal Stockholder, FRI Director, FAV |
Franklin
Resources, Inc. |
|
Anne M. Tatlock
|
Director, FRI |
Franklin Resources, Inc. |
|
Samuel H. Armacost |
Director, FRI; Retired |
SRI International |
|
Charles Crocker |
Director, FRI; Chairman and CEO, Crocker Capital (a private venture capital firm) |
Crocker Capital |
|
Joseph R. Hardiman |
Director, FRI; Retired |
Franklin
Resources, Inc.
|
|
Thomas H. Kean |
Director, FRI; Chairman, The Robert Wood Johnson Foundation (a health and healthcare philanthropic foundation) |
THK Consulting, LLC |
|
Chutta Ratnathicam |
Director, FRI; Retired |
Franklin Resources, Inc. |
|
Peter M. Sacerdote |
Director, FRI; Chairman, Whale Rock Capital Management, LLC (a capital management firm) |
Whale Rock Capital Management, LLC |
|
Laura Stein |
Director, FRI; Senior Vice President – General Counsel, The Clorox Company (a leading manufacturer and marketer of consumer products) |
The Clorox Company |
|
Gregory E. Johnson |
Chief Executive Officer, President and a Director, FRI; |
Franklin Resources, Inc. |
|
Vijay C. Advani |
Executive Vice President – Global Distribution, FRI; |
Franklin Resources, Inc. |
|
Craig S. Tyle |
Executive Vice President and General Counsel, FRI Chief Legal Officer, FAV |
Franklin Resources, Inc. |
|
William Y. Yun |
Executive Vice President – Alternative Strategies, FRI Executive Vice President, FAV |
Fiduciary Trust Company International |
CUSIP NO. 25212W100 Page 12 of 14
|
Jennifer J. Bolt |
Executive Vice President and Chief Operating Officer, FRI |
Franklin Resources, Inc. |
|
Kenneth A. Lewis |
Executive Vice President and Chief Financial Officer, FRI Chief Financial Officer, FAV |
Franklin Resources, Inc. |
|
John M. Lusk |
Executive Vice President – Portfolio Operations, FRI Vice President and Director, FAV |
Franklin Resources, Inc. |
|
Norman R. Frisbie, Jr.
|
Senior Vice President and Chief Administrative Officer, FRI |
Franklin Resources, Inc. |
|
Leslie M. Kratter
|
Senior Vice President and Assistant Secretary, FRI |
Franklin Resources, Inc. |
|
Maria Gray |
Vice President and Secretary, FRI, |
Franklin Resources, Inc. |
|
Penelope S. Alexander
|
Vice President, Human Resources – U.S., FRI |
Franklin Resources, Inc. |
|
Holly E. Gibson |
Vice President, Corporate Communications, FRI |
Franklin Resources, Inc. |
|
Donna S. Ikeda |
Vice President, Human Resources – International, FRI |
Franklin Resources, Inc. |
|
Mark L. Constant |
Treasurer, FRI and FAV |
Franklin Resources, Inc. |
|
Edward B. Jamieson |
President and Chief Investment Officer and a Director, FAV |
Franklin Resources, Inc. |
|
Christopher J. Molumphy |
Executive Vice President and Director, FAV |
Franklin Resources, Inc. |
|
Breda M. Beckerle |
Chief Compliance Officer, FAV |
Franklin Resources, Inc. |
|
Madison S. Gulley |
Executive Vice President, FAV |
Franklin Resources, Inc. |
FRI: Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403‑1906
A diversified financial services holding company whose primary business is providing, through operating
subsidiaries, management, administrative and distribution services to the open‑end and closed‑ end investment
companies comprising the Franklin Templeton Group of Funds, managed accounts and other investment products.
FRI is the direct parent entity to FAV (see further description below).
FAV: Franklin Advisers, Inc.
One Franklin Parkway
San Mateo, CA 94403‑1906
An investment adviser registered with the SEC and investment manager or sub‑adviser to a number of U.S.
registered open‑end and closed‑end investment companies in the Franklin Templeton Group of Funds,
non‑U.S. investment funds and private client accounts.
CUSIP NO. 25212W100 Page 13 of 14
EXHIBIT B
JOINT FILING AGREEMENT
In accordance with Rule 13d‑1(k) 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 are made on
behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of June 14, 2010.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisers, Inc.
By: /s/MARIA GRAY
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Maria Gray
Vice President and Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson pursuant to a Limited Power of Attorney
attached to this Schedule 13D
Attorney‑in‑Fact for Rupert H. Johnson, Jr. pursuant to a Limited Power of Attorney
attached to this Schedule 13D
Secretary of Franklin Advisers, Inc.
Franklin Custodian Funds on behalf of
Franklin Income Fund
By: /s/ROBERT C. ROSSELOT
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Robert C. Rosselot
Vice President and Assistant Secretary of Franklin Custodian Funds
CUSIP NO. 25212W100 Page 14 of 14
EXHIBIT G
TRANSACTIONS IN THE PAST 60 DAYs
Each
of the transactions described below was a sale of Common Stock by FAV on behalf
of its Clients in the open market.
|
Date of Transaction |
Number of Shares |
Price per Share (in U.S. Dollars) |
|
5/11/2010 |
7300 |
24.8200 |
|
5/11/2010 |
39,700 |
24.9000 |
|
5/11/2010 |
48,000 |
25.0000 |
|
5/12/2010 |
19,830 |
24.9460 |
|
5/13/2010 |
300 |
25.0000 |
|
5/14/2010 |
400 |
24.2800 |
|
5/17/2010 |
32,950 |
24.3688 |
|
5/18/2010 |
17,000 |
24.5842 |
|
5/19/2010 |
6,200 |
24.4631 |
|
5/27/2010 |
43,450 |
20.0041 |
|
5/28/2010 |
10,709 |
20.8025 |
|
6/01/2010 |
29,389 |
21.0425 |
|
6/02/2010 |
110,977 |
21.0807 |
|
6/03/2010 |
66,748 |
21.7724 |
|
6/04/2010 |
11,468 |
21.5725 |
|
6/07/2010 |
39,700 |
21.5458 |
|
6/09/2010 |
250 |
21.5000 |