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. 3)*
DEX ONE CORPORATION
(Name of Issuer)
Common Stock, par value $.001 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)
May 4, 2012
(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 hereto).
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
13,488,053
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.8%
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
13,488,053
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.8%
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
13,488,053
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.8%
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
13,365,489
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
13,488,053
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,488,053
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.8%
14. TYPE OF REPORTING PERSON
IA,CO (See Item 5)
CUSIP NO. 25212W100 Page 6 of 14
This Amendment No. 3 amends and supplements the Schedule 13D originally filed by the reporting persons
with the Securities and Exchange Commission (the “SEC”) on June 8, 2010 (the “Original Schedule 13D”,
together with Amendments No. 1 and 2 to the Original Schedule 13D, 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, par value $.001 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 was 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 (the “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”) relating to the Notes, 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,
subsequently became an employee of FRI, and then retired from FRI and its affiliates on April 30,
2012. Prior to April 30, 2012 Mr. Kuersteiner served in various capacities at FRI since 1990,
including Director of Restructuring, Managing Corporate Counsel, Associate General Counsel, and
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. Mr.
McEachen and Mr. Schultz have not served at any time as representatives of FRI, the Investment
Management Subsidiaries or the Clients, and Mr. Kuersteiner is no longer affiliated with FRI, the
Investment Management Subsidiaries or the Clients and is now not a representative of FRI, the
Investment Management Subsidiaries or the Clients.
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 and the Notes 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 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 Notes. The terms of the Indenture, among
others, require the Issuer to offer to repurchase the 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.
On January 29, 2010, the Issuer’s board of directors adopted resolutions providing that issuing the
Common Stock to the Franklin Entities pursuant to the Plan, and any subsequent transfers among the
Franklin Entities, were approved such that the restrictions on business combinations in Section 203
of the Delaware General Corporation Law will not apply to any of the Franklin Entities. That statute
prohibits a person who owns 15% or more of an issuer’s outstanding voting stock from merging or
combining with the issuer for three years after the transaction in which the person acquired such 15%,
unless the merger or combination is approved as provided by the statute.
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 13,488,053 shares of Common Stock covered by this Schedule 13D, representing 26.8% 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.: |
13,365,489 | |
|
|
|
|
|
|
(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.: |
13,488,053 | |
|
|
|
|
|
|
(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 20.4% 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 2,642,381 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 again became an employee of
FRI and as of April 30, 2012 Mr. Kuersteiner retired from FRI and its affiliates. Prior to April 30, 2012
Mr. Kuersteiner served in various capacities at FRI since 1990, including Director of Restructuring, Managing
Corporate Counsel, Associate General Counsel, and served as an officer of various Franklin Templeton funds.
Mr. Kuersteiner is no longer affiliated with FRI, the Investment Management Subsidiaries or the Clients and
is now not a representative of FRI, the Investment Management Subsidiaries or the Clients. The Franklin
Entities also supported two other directors selected by other parties to the Noteholder Support Agreement,
Mr. McEachen and Mr. Schultz. Mr. McEachen and Mr. Schultz are not affiliated with any of FRI, the
Investment Management Subsidiaries or the Clients. Mr. McEachen and Mr. Schultz have not served at any time
as representatives of FRI, the Investment Management Subsidiaries or the Clients. Otherwise, other than as
disclosed above and elsewhere in this Schedule 13D, 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 May 4, 2012
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: May 4, 2012
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
Franklin Templeton Variable Insurance Products Trust on behalf of
Franklin Income Securities Fund
By: /s/ROBERT C. ROSSELOT
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Robert C. Rosselot
Vice President and Assistant Secretary of Franklin Custodian Funds
Vice President and Assistant Secretary of Franklin Templeton Variable Insurance Products Trust
CUSIP NO. 25212W100 Page 11 of 14
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 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. |
|
Gregory E. Johnson |
Chief Executive Officer, President and a Director, FRI; |
Franklin Resources, Inc. |
|
Jennifer M. Johnson |
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. |
|
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 |
Franklin Resources, Inc. |
|
Vijay C. Advani |
Executive Vice President – Global Advisory Services, FRI; |
Franklin Resources, Inc. |
|
John M. Lusk |
Executive Vice President – Investment Management, FRI Vice President and Director, FAV |
Franklin Resources, Inc. |
|
Samuel H. Armacost |
Director, FRI; Retired |
Franklin Resources, Inc. One Franklin Parkway |
|
Charles Crocker |
Director, FRI; Chairman and CEO, Crocker Capital |
Crocker Capital |
|
Joseph R. Hardiman |
Director, FRI; Retired |
Franklin Resources, Inc. |
|
Mark C. Pigott |
Director, FRI; Chairman and CEO, PACCAR Inc. |
Franklin Resources, Inc. |
CUSIP NO. 25212W100 Page 12 of 14
|
Chutta Ratnathicam |
Director, FRI; Retired |
Franklin Resources, Inc. |
|
Laura Stein |
Director, FRI; Senior Vice President – General Counsel, The Clorox Company |
The Clorox Company |
|
Anne M. Tatlock
|
Director, FRI; Retired |
Franklin Resources, Inc. |
|
Geoffrey Y. Yang |
Director, FRI; Managing Director and Founding Partner, Redpoint Ventures
|
Franklin Resources, Inc.
|
|
Edward B. Jamieson |
President and Chief Investment Officer and a Director, FAV |
Franklin Resources, Inc. |
|
Madison S. Gulley |
Executive Vice President, FAV |
Franklin Resources, Inc. |
|
Christopher J. Molumphy |
Executive Vice President and Director, FAV |
Franklin Resources, Inc. |
|
Alison E. Baur |
Assistant Secretary, FAV |
Franklin Resources, Inc. |
|
Breda M. Beckerle |
Chief Compliance Officer, 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 May 4, 2012.
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
Franklin Templeton Variable Insurance Products Trust on behalf of
Franklin Income Securities Fund
By: /s/ROBERT C. ROSSELOT
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Robert C. Rosselot
Vice President and Assistant Secretary of Franklin Custodian Funds
Vice President and Assistant Secretary of Franklin Templeton Variable Insurance Products Trust
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 in the open market.
|
Date of Transaction |
Number of Shares |
Price per Share (in U.S. Dollars) |
|
3/7/2012 |
150,000 |
1.6912 |
|
3/7/2012 |
27,281 |
1.7000 |
|
3/8/2012 |
150,000 |
1.6892 |
|
3/9/2012 |
442,000 |
1.7774 |
|
3/12/2012 |
164,877 |
1.5719 |
|
3/13/2012 |
11,800 |
1.5529 |
|
3/14/2012 |
107,100 |
1.5543 |
|
3/15/2012 |
3,520 |
1.5523 |
|
3/28/2012 |
171,6891 |
1.3500 |
1 This amount is different than that shown on FRI’s Form 4 filed for the same date because
it includes 4,650 shares held in an account managed by an FRI affiliate, which shares were
not included on certain of FRI’s Forms 4. Those shares are no longer held in that account.