U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM N-23C3B
Notification of Repurchase Offer
Pursuant to Rule 23c-3 (17 CFR 270.23c-3)
________________________________________________________________________________
1. Investment Company Act File Number Date of Notification
811-8271 March 12, 1998
________________________________________________________________________________
2. Exact name of investment company as specified in registration statement:
Franklin Floating Rate Trust
________________________________________________________________________________
3. Address of principal executive office: (number, street, city, state,
zip code)
777 Mariners Island Boulevard, San Mateo, CA 94404
________________________________________________________________________________
4. Check one of the following:
A. [X] The notification pertains to a periodic repurchase offer
under paragraph (b) of rule 23c-3.
B. [ ] The notification pertains to a discretionary repurchase
offer under paragraph (c) of rule 23c-3.
C. [ ] The notification pertains to a periodic repurchase offer
under paragraph (b) of rule 23c-3 and a discretionary
repurchase offer under paragraph (c) of rule 23c-3.
By /S/ RUPERT H. JOHNSON, JR.
__________________________
(Name)
PRESIDENT
_____________________________
(Title)
FRANKLIN FLOATING RATE TRUST
777 Mariners Island Boulevard
San Mateo, CA 94404
NOTIFICATION OF REGULAR QUARTERLY OFFER TO REPURCHASE FOR CASH
5% OF THE ISSUED AND OUTSTANDING SHARES
OF FRANKLIN FLOATING RATE TRUST
AT NET ASSET VALUE
THE REPURCHASE OFFER WILL EXPIRE ON APRIL 9, 1998
AT 1:00 p.m., PACIFIC TIME
(THE "REPURCHASE REQUEST DEADLINE").
To the Holders of Shares of
Franklin Floating Rate Trust:
Franklin Floating Rate Trust (the "Fund") is offering to purchase up to
5% (the "Repurchase Offer Amount") of its Shares of beneficial interest, par
value $0.01 per share (the "Shares"), outstanding on the Repurchase Request
Deadline. Shares will be purchased for cash at a price equal to their net
asset value ("NAV") as of the close of the regular trading session of the New
York Stock Exchange (the "Exchange") on April 10, 1998 (the "Repurchase
Pricing Date") or an earlier business day, which may be as early as April 9,
1998 (the "Repurchase Request Deadline"). The Fund will normally use as
early a day as possible in the period from the Repurchase Request Deadline to
the Repurchase Pricing Date for repurchase pricing so long as, on or
immediately following the Repurchase Request Deadline, it appears to Fund
management that use of the earlier date is not likely to result in
significant dilution of the net asset value of either Shares that are
tendered for repurchase or Shares that are not tendered. (The date that is
actually used to determine the NAV per Share for the repurchase price of the
Shares is referred to herein as the "Actual Pricing Date.") There is a risk
that the Shares may fluctuate in NAV between the Repurchase Request Deadline
and the Actual Pricing Date.
This repurchase offer is being made upon the terms and conditions set
forth herein and in the related Letter of Transmittal, which together
constitute the "Repurchase Offer."
The Fund's NAV on March 2, 1998 was $10.04 per share. The Fund
currently computes its NAV daily as of the close of the regular trading
session on the Exchange (normally 1:00 p.m., Pacific Time) and will compute
its NAV daily at such time on the five business days prior to the Repurchase
Request Deadline. The Fund's most recently calculated NAV may be obtained by
contacting Franklin/Templeton Investor Services, Inc. ("Investor Services")
at (800) 632-2301.
Payment to tendering shareholders for the Shares repurchased will be
made on or before April 17, 1998 (the "Repurchase Payment Deadline"). If an
earlier repurchase pricing date is established as described above, payment
for Shares repurchased must be made no later than seven days after such
Actual Pricing Date.
IMPORTANT
If you desire to tender all or any portion of your Shares and those
Shares are registered in the name of a broker, dealer, commercial bank, trust
company or other nominee, you must contact that firm to effect a tender of
your Shares on your behalf for repurchase by the Fund. If you own your
Shares directly, complete and sign the Letter of Transmittal and mail or
deliver it, along with any Share certificate(s) and any other required
documents, to the Fund's transfer agent, Investor Services.
NEITHER THE FUND NOR ITS BOARD OF TRUSTEES MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES
AND, IF HE OR SHE DECIDES TO DO SO, HOW MANY SHARES TO TENDER.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF
THE FUND AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO THE
REPURCHASE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE REPURCHASE OFFER OTHER
THAN THOSE CONTAINED HEREIN. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUND.
Questions, requests for assistance and requests for additional copies
of this Repurchase Offer, the Letter of Transmittal and the Notice of
Guaranteed Delivery should be directed to Investor Services at the mailing
address or telephone number set forth at the end of this Repurchase Offer.
March 10, 1998
FRANKLIN FLOATING RATE TRUST
TERMS OF REPURCHASE OFFER
1. PRICE; NUMBER OF SHARES. The Fund will, upon the terms and
conditions set forth herein and in the Letter of Transmittal, purchase up to
the Repurchase Offer Amount of its issued and outstanding Shares which are
tendered and not withdrawn prior to the Repurchase Request Deadline. The
repurchase price of the Shares will be their NAV as of the close of the
regular trading session of the Exchange on the Actual Pricing Date. The Fund
reserves the right to suspend or postpone the Repurchase Offer only pursuant
to the terms and conditions specified in Section 9 hereof.
The Repurchase Offer is being made to all shareholders of the Fund and
is not conditioned upon any minimum number of Shares being tendered.
Shareholders may tender all or any portion of their Shares. If the number of
Shares properly tendered and not withdrawn prior to the Repurchase Request
Deadline is less than or equal to the Repurchase Offer Amount, the Fund will,
upon the terms and subject to the conditions of the Repurchase Offer,
purchase all Shares so tendered. If more Shares than the Repurchase Offer
Amount are duly tendered and not withdrawn prior to the Repurchase Request
Deadline, the Fund may, but is not obligated to, increase the number of
Shares that the Fund is offering to repurchase by an additional amount not to
exceed 2% of the Shares outstanding on the Repurchase Request Deadline. If
the Fund determines not to repurchase more than the Repurchase Offer Amount,
or if the Fund determines to repurchase the additional 2% of the Shares
outstanding, but Fund shareholders tender Shares in an amount exceeding the
Repurchase Offer Amount plus 2% of the Shares outstanding on the Repurchase
Request Deadline, the Fund will purchase the Shares tendered on a pro rata
basis, rounded down to the nearest full share. The Fund may, however, in its
discretion accept all Shares tendered by persons who own, beneficially or of
record, an aggregate of not more than 99 Shares and who tender all of their
Shares, before prorating the Shares tendered by other persons.
If the Fund determines that Shares will be repurchased on a pro rata
basis, there may be a delay in payment because of the difficulty in
determining the precise number of Shares validly tendered. The Fund will not
pay for Shares until the final proration factor is known. The Fund is
required, however, to pay for repurchased Shares within seven days after the
Actual Pricing Date.
2. EFFECT OF THE REPURCHASE OFFER; SOURCE OF FUNDS.
The moneys to be used by the Fund to purchase Shares pursuant to the
Repurchase Offer will be obtained from cash and from the sale of securities
in the Fund's investment portfolio.
The Repurchase Offer may have certain adverse consequences for
tendering and non-tendering shareholders:
FLUCTUATION IN NAV BETWEEN THE REPURCHASE REQUEST DEADLINE AND THE
ACTUAL PRICING DATE. Shareholders must decide whether to tender their Shares
prior to the Repurchase Request Deadline, but the NAV at which the Fund will
repurchase Shares will not be calculated until the Actual Pricing Date. The
NAV of the Shares may fluctuate between the Repurchase Request Deadline and
the Actual Pricing Date, and there can be no assurance that the NAV of the
Shares on the Actual Pricing Date will be as high as the NAV of the Shares on
the Repurchase Request Deadline. Pursuant to Rule 23c-3 under the Investment
Company Act of 1940, as amended, the Fund may use an Actual Pricing Date
earlier than April 10, 1998 (but no earlier than April 9, 1998) if, on or
immediately following the Repurchase Request Deadline, it appears that the
use of an earlier Repurchase Pricing Date is not likely to result in
significant dilution of the NAV of either Shares that are tendered in the
Repurchase Offer or Shares that are not so tendered.
POSSIBLE PRORATION. Shareholders may tender all or any portion of
their Shares. However, if greater than 5% of the Fund's Shares are tendered
pursuant to the Repurchase Offer, the Fund would be required to repurchase
Shares tendered on a pro rata basis (except that, as described in Section 1,
"Price; Number of Shares," the Fund may increase the number of Shares that it
repurchases by up to 2% of the outstanding Shares.) Accordingly, shareholders
cannot be assured that all of their tendered Shares will be repurchased.
THE NAV MAY DECLINE AS A RESULT OF THE FUND'S SALES OF PORTFOLIO
SECURITIES TO FINANCE THE REPURCHASE OFFER. The Fund may be required to sell
portfolio securities to raise cash to finance the Repurchase Offer, which may
cause the market prices of the Fund's portfolio securities, and hence the
Fund's NAV, to decline. If such a decline occurs, the Fund cannot predict
its magnitude or whether such a decline would be temporary or continue until
or beyond the Repurchase Pricing Date. Because the price per Share to be
paid in the Repurchase Offer will depend upon the NAV per Share as determined
on the Actual Pricing Date, the consideration received by tendering
shareholders would be reduced if the decline continued until the Actual
Pricing Date. In addition, the sale of portfolio securities will increase
the Fund's transaction expenses, and the Fund may receive proceeds from the
sale of portfolio securities that are less than their valuations by the
Fund. Accordingly, because of the Repurchase Offer, the Fund's NAV per Share
may decline more than it otherwise might, thereby reducing the amount of
proceeds received by tendering shareholders and the NAV per Share for
non-tendering shareholders.
TAX CONSEQUENCES OF REPURCHASES TO SHAREHOLDERS. The Fund's purchase
of tendered Shares pursuant to the Repurchase Offer will have tax
consequences for tendering shareholders and may have tax consequences for
non-tendering shareholders. See Section 5, "Tax Consequences," below.
HIGHER EXPENSE RATIO AND LESS INVESTMENT FLEXIBILITY. The reduced net
assets of the Fund as a result of the Repurchase Offer may result in a higher
expense ratio for the Fund, and possibly in less investment flexibility for
the Fund, depending on the number of Shares repurchased and the success of
the Fund's continuous offering of Shares.
3. PROCEDURES FOR TENDERING SHARES.
PROPER TENDER OF SHARES. Shareholders who desire to tender Shares
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee should contact such firm to effect a tender on their behalf.
Such shareholders should contact their broker or other nominee in sufficient
time to ensure timely delivery of the necessary documents to Investor
Services. A broker or other nominee may charge a fee for processing the
transaction on the tendering shareholder's behalf.
Shareholders who desire to tender Shares registered in their name must
either:
(a) mail or deliver the following documents such that they are
received by Investor Services before the Repurchase Request Deadline:
(i) a properly completed and duly executed Letter of Transmittal with
any required signature guarantees set forth below; (ii) certificates
for such Shares, if any; and (iii) any other documents required by the
Letter of Transmittal; or
(b) comply with the guaranteed delivery requirements set forth
in Instruction 1 of the Letter of Transmittal.
In either case, payment for Shares tendered and accepted for payment
pursuant to the Repurchase Offer will be made only after timely receipt by
Investor Services of certificates for such Shares, if any, a properly
completed and duly executed Letter of Transmittal, and any other documents
required by the Letter of Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES,
THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE
ELECTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED.
DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of tenders will be
determined by the Fund, in its sole discretion, whose determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders determined by it not to be in appropriate form or the acceptance of
or payment for which would, in the opinion of counsel for the Fund, be
unlawful. The Fund also reserves the absolute right to waive any of the
conditions of the Repurchase Offer or any defect in any tender with respect
to any particular Shares or any particular shareholder, and the Fund's
interpretations of the terms and conditions of the Repurchase Offer will be
final and binding. Unless waived, any defects or irregularities in
connection with tenders must be cured within such times as the Fund shall
determine. Tenders will not be deemed to have been made until the defects or
irregularities have been cured or waived.
NONE OF THE FUND, FRANKLIN ADVISERS, INC. (THE FUND'S INVESTMENT
ADVISER), FRANKLIN TEMPLETON SERVICES, INC. (THE FUND'S ADMINISTRATOR),
INVESTOR SERVICES OR ANY OTHER PERSON SHALL BE OBLIGATED TO GIVE NOTICE OF
ANY DEFECTS OR IRREGULARITIES IN TENDERS, AND NONE SHALL INCUR ANY LIABILITY
FOR FAILURE TO GIVE SUCH NOTICE.
TENDER CONSTITUTES AN AGREEMENT. A tender of Shares made pursuant to
any one of the procedures set forth above will constitute an agreement
between the tendering shareholder and the Fund in accordance with the terms
and subject to the conditions of the Repurchase Offer.
4. WITHDRAWAL RIGHTS. Shareholders may modify the number of Shares
being tendered or withdraw Shares tendered at any time up to the Repurchase
Request Deadline. Thereafter, tenders made pursuant to the Repurchase Offer
will be irrevocable.
Shareholders whose accounts are maintained through a broker, dealer,
commercial bank, trust company or other nominee should notify such nominee in
sufficient time to ensure timely withdrawal or modification of their
tenders. Shareholders whose Shares are registered in their own name must
submit written notice of such modification or withdrawal (the "Change
Notice") to Investor Services, which must receive the Change Notice by 1:00
p.m., Pacific Time, on the Repurchase Request Deadline.
To be effective, a Change Notice must be timely received by Investor
Services at the address set forth at the end of this Repurchase Offer. Any
Change Notice must specify the name of the person having tendered the Shares
to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder if different from that of the person who tendered such
Shares. If Share certificates representing such Shares have been delivered
or otherwise identified to Investor Services, the tendering shareholder must
also submit the Share certificate numbers shown on the particular Share
certificates evidencing such Shares and the signature on the Change Notice
must be guaranteed by an Eligible Institution, except in the case of Shares
tendered by an Eligible Institution. All questions as to the form and
validity (including time of receipt) of Change Notices will be determined by
the Fund in its sole discretion, whose determination shall be final and
binding. Shares properly withdrawn shall not thereafter be deemed to be
tendered for purposes of the Repurchase Offer. Withdrawn Shares may be
retendered, however, by following the procedures described in Section 3 prior
to the Repurchase Request Deadline. Such procedures should also be followed
by shareholders wishing to increase the number of Shares such shareholders
are tendering.
5. TAX CONSEQUENCES. The following discussion is a general summary
of the federal income tax consequences of a tender of Shares pursuant to the
Repurchase Offer. YOU SHOULD CONSULT YOUR OWN TAX ADVISER REGARDING THE
SPECIFIC TAX CONSEQUENCES, INCLUDING STATE AND LOCAL TAX CONSEQUENCES, OF
SUCH A TENDER BY YOU.
A tender of Shares pursuant to the Repurchase Offer and subsequent
repurchase by the Fund will be a taxable transaction for federal income tax
purposes. In general, the transaction will be treated as a sale or exchange
of the Shares under Section 302 of the Internal Revenue Code of 1986, as
amended (the "Code"), if the repurchase (a) completely terminates the
shareholder's interest in the Fund, (b) is a distribution that is
"substantially disproportionate" with respect to the shareholder, or (c) is
treated as a distribution that is "not essentially equivalent to a
dividend." A complete termination of a shareholder's interest generally
requires that the shareholder dispose of all Shares directly owned or
attributed to him or her under Section 318 of the Code. A "substantially
disproportionate" distribution generally requires a reduction of more than
20% in the shareholder's proportionate interest in the Fund after all Shares
are tendered. A distribution "not essentially equivalent to a dividend"
requires that there be a "meaningful reduction" in the shareholder's
interest, which should be the case if the shareholder has a minimal interest
in the Fund, exercises no control over Fund affairs, and suffers a reduction
in his or her proportionate interest.
The Fund intends to take the position that tendering shareholders will
qualify for sale or exchange treatment. If the transaction is treated as a
sale or exchange for tax purposes, any gain or loss recognized will be
treated as a capital gain or loss by shareholders who hold their Shares as a
capital asset. The capital gain or loss will be long-term if the Shares were
held more than one year. For shareholders who are individuals, estates or
trusts, any gain recognized on Shares tendered will be taxable at a maximum
rate of 20% if the Shares were held for more than 18 months; and 28%, if the
Shares were held for more than one year, but not more than 18 months.
If the transaction is not treated as a sale or exchange, the amount
received upon a sale of Shares may consist in whole or in part of ordinary
dividend income, a return of capital or capital gain, depending on the Fund's
earnings and profits for its taxable year and the shareholder's tax basis in
the Shares. There is a risk that nontendering shareholders may be considered
to have received a deemed distribution that may be a taxable dividend in
whole or in part.
The Fund or its agent will be required to withhold 31% of gross
proceeds paid to a shareholder or other payee pursuant to the Repurchase
Offer if (a) the Fund has not been provided with the shareholder's taxpayer
identification number (which, for an individual, is usually the social
security number) and certification under penalties of perjury (i) that such
number is correct, and (ii) that the shareholder is not subject to
withholding as a result of failure to report all interest and dividend
income; or (b) the Internal Revenue Service ("IRS") or a broker notifies the
Fund that the number provided is incorrect or withholding is applicable for
other reasons. Backup withholding does not apply to certain payments that
are exempt from information reporting or are made to exempt payees, such as
corporations. Foreign shareholders are required to provide the Fund with a
completed IRS Form W-8 to avoid 31% withholding on payments received on a
sale or exchange.
6. TRANSFER TAXES. The Fund will pay any transfer taxes payable on
the transfer to it of Shares purchased pursuant to the Repurchase Offer. If,
however, (a) payment of the Purchase Price is to be made to, or (in the
circumstances permitted by the Repurchase Offer) unpurchased Shares are to be
registered in the name(s) of, any person(s) other than the registered
owner(s), or (b) if any tendered Share certificate(s) are registered, or the
Shares tendered are otherwise held, in the name(s) of any person(s) other
than the registered owner, the amount of any transfer taxes (whether imposed
on the registered owner(s) or such other person(s)) payable on account of the
transfer to such person(s) will be deducted from the Purchase Price unless
satisfactory evidence of the payment of such taxes, or exemption therefrom,
is submitted.
7. CERTAIN FEES AND EXPENSES. The Fund will not pay to any broker
or dealer, commercial bank, trust company or other person any solicitation
fee for any Shares purchased pursuant to the Repurchase Offer. The Fund will
reimburse such persons for customary handling and mailing expenses incurred
in forwarding the Repurchase Offer. No such broker, dealer, commercial bank,
trust company or other person has been authorized to act as the agent of the
Fund or Investor Services for purposes of the Repurchase Offer.
The Fund has retained Investor Services to act as transfer agent and
information agent. Investor Services will receive reasonable and customary
compensation for its services and will also be reimbursed for certain
out-of-pocket expenses and indemnified against certain liabilities.
8. NAV. The following table sets forth the high and low NAVs of the
Shares for each month ended during the five months ended February 28, 1998.
NAV
High Low
October 31, 1997......................... $10.02 $10.00
November 30, 1997........................ $10.02 $10.01
December 31, 1997........................ $10.02 $10.01
January 31, 1998......................... $10.03 $10.01
February 28, 1998........................ $10.04 $10.03
- ------------------------------------------------------------------------------
The NAV per Share computed as of the close of business on March 2, 1998 was
$10.04.
9. SUSPENSIONS AND POSTPONEMENTS OF REPURCHASE OFFER. The Fund will
not suspend or postpone the Repurchase Offer except by vote of a majority of
the Board of Trustees (including a majority of the Trustees who are not
"interested persons" of the Fund, the Fund's investment adviser or its
affiliates (as defined in the 1940 Act) (the "disinterested Trustees")) and
only:
(a) if the repurchases would cause the Fund to lose its status as a
regulated investment company under Subchapter M of the Code;
(b) (assuming the Shares were so listed or quoted), if the
repurchases would cause the Shares to be neither listed on any national
securities exchange nor quoted on any inter-dealer quotation system of a
national securities association;
(c) for any period during which the Exchange or any other market in
which the securities owned by the Fund are principally traded is closed,
other than customary weekend and holiday closings, or during which trading in
such market is restricted;
(d) for any period during which an emergency exists as a result of
which disposal by the Fund of securities owned by it is not reasonably
practicable, or during which it is not reasonably practicable for the Fund
fairly to determine its NAV; or
(e) for such other periods as the Securities and Exchange Commission
may by order permit for the protection of shareholders of the Fund.
If the Repurchase Offer is suspended or postponed, the Fund will
provide notice thereof to shareholders. In the event that the Fund suspends
or postpones the Repurchase Offer, the NAV for the Shares tendered will be
determined as of the close of the Exchange on the extended repurchase pricing
date. During any such extension, all Shares previously tendered and not
purchased or withdrawn will remain subject to the Repurchase Offer. If the
Fund renews the Repurchase Offer, it will send a new Notification to all
shareholders.
10. PURPOSE OF THE REPURCHASE OFFER. The Fund is a closed-end
investment company. Shares of closed-end investment companies that are
traded on a secondary market frequently trade at a discount from, or premium
to, the NAV per share. In recognition of the possibility that its Shares
might trade at a discount, the Fund has a fundamental policy, which may only
be changed with shareholder approval, to repurchase not less than five nor
more than twenty-five percent of its Shares at NAV near the end of each
calendar quarter. Within such percentage limits, the percentage of Shares to
be repurchased is within the sole discretion of the Board of Trustees of the
Fund. The Trustees have determined that it would be in the best interest of
shareholders for the Fund to repurchase up to 5% of the Shares outstanding as
of April 9, 1998.
The Letter of Transmittal and Share certificates, if any, and any other
required documents should be sent by each shareholder of the Fund or his or
her broker, dealer, commercial bank, trust company or other nominee to
Investor Services at the address set forth below:
THE TRANSFER AGENT:
FRANKLIN/TEMPLETON INVESTOR SERVICES, INC.
Telephone: 1-800/632-2301
BY REGULAR MAIL: BY HAND, OVERNIGHT COURIER, OR
Franklin/Templeton Investor Services, CERTIFIED OR REGISTERED MAIL:
Inc. Attn: Floating Rate Fund Dept Franklin/Templeton Investor
P.O. Box 7777 Services, Inc.
777 Mariners Island Boulevard-3rd floor Attn: Floating Rate Fund Dept.
San Mateo, CA 94404-1190 777 Mariners Island Boulevard-3rd
floor
San Mateo, CA 94404
Questions and requests for further assistance or for additional copies
of this Notification, the Letter of Transmittal and the Notice of Guaranteed
Delivery may be directed to Investor Services at its telephone number and
location listed below. Shareholders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Repurchase Offer.
THE INFORMATION AGENT:
FRANKLIN/TEMPLETON INVESTOR SERVICES, INC.
777 Mariners Island Boulevard
San Mateo, CA 94404
Telephone: 1-800/632-2301
LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF BENEFICIAL INTEREST,
PAR VALUE $0.01 PER SHARE,
OF
FRANKLIN FLOATING RATE TRUST
TENDERED PURSUANT TO THE REPURCHASE OFFER
DATED MARCH 10, 1998
THE REPURCHASE REQUEST DEADLINE IS
1:00 p.m., PACIFIC TIME, ON APRIL 9, 1998
THE TRANSFER AGENT:
FRANKLIN/TEMPLETON INVESTOR SERVICES, INC.
Telephone: 1-800/632-2301
BY REGULAR MAIL: BY OVERNIGHT COURIER, BY
Franklin/Templeton Investor Services, Inc. CERTIFIED OR REGISTERED MAIL, OR
Attn: Floating Rate Fund Dept. BY HAND:
P.O. Box 7777 Franklin/Templeton Investor Services, Inc.
777 Mariners Island Boulevard-3rd floor Attn: Floating Rate Fund Dept.
San Mateo, CA 94404-1190 777 Mariners Island Boulevard-3rd floor
San Mateo, CA 94404
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING
THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used by shareholders that hold Shares
that are registered in the shareholder's name and that are tendering
certificated Shares or are tendering Shares for book-entry transfer. A
SHAREHOLDER WHO HOLDS SHARES THROUGH A BROKER, DEALER, COMMERCIAL BANK, TRUST
COMPANY OR OTHER NOMINEE MUST INSTRUCT SUCH BROKER OR OTHER NOMINEE TO EFFECT
THE TENDER ON HIS OR HER BEHALF AND SHOULD NOT SUBMIT THIS LETTER OF TRANSMITTAL
TO FRANKLIN/TEMPLETON INVESTOR SERVICES, INC.
A properly completed and duly executed Letter of Transmittal, Share
certificates, if any, representing Shares tendered, and any other documents
required by this Letter of Transmittal should be mailed or delivered to
Franklin/Templeton Investor Services, Inc. ("Investor Services") at the
appropriate address set forth above (facsimile transmissions will not be
accepted) and must be received by Investor Services prior to 1:00 p.m., Pacific
Time, on April 9, 1998, unless the tendering party has satisfied the conditions
for guaranteed delivery described in Instruction 1 of this Letter of
Transmittal. Delivery of documents to a book-entry transfer facility, such as
The Depository Trust Company, does not constitute delivery to Investor Services.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
DESCRIPTION OF SHARES TENDERED - TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS
______________________________________________________________________________
Name(s) and Address(es)
of Registered Holder(s) CERTIFICATED
(Please fill in exactly
as name(s) appear(s) on Share SHARES
Certificate(s) or, in the
case of book-entry Shares,
on security (Attach
position listing) additional
signed
schedule, if
necessary)
___________________________________ __________________________________________
NAME: Share Total Number Number
Certificate of Shares of Shares
Number(s) Represented Tendered*
by Share
Certificate(s)
ADDRESS:
______________________________________________________________________________
BOOK-ENTRY
SHARES
______________________________________________________________________________
Number of Shares
Tendered___________________________
______________________________________________________________________________
TOTAL
SHARES
TENDERED___________________________
Optional Provisions:
_____Dollar Amount - Please repurchase enough
Shares to net
$_________, after any
applicable early
withdrawal charge.
_____Exchange - Please exchange
the Shares Tendered above for
shares of____________________
Fund. (By checking this option,
you certify receipt of a current
prospectus for such fund.)
See a current prospectus for the
names of the funds available
for exchange.
[ ] Check here if you would like to credit to a book-entry account any
certificated Shares accompanying this Letter of Transmittal which either
are not tendered or are not accepted for payment.
[ ] Check here if your Share certificate(s) has been lost or destroyed. See
Instruction 2 below.
*If you desire to tender fewer than all Shares evidenced by a Share certificate
listed above, please indicate in this column the number of Shares you wish to
tender.
THE NUMBER OF SHARES TENDERED MUST BE A WHOLE SHARE AMOUNT; NO FRACTIONAL SHARES
WILL BE ACCEPTED FOR TENDER. See Instruction 4 below.
[ ] CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO INVESTOR SERVICES BY AN ELIGIBLE
INSTITUTION AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):________________________________________________
Date of Execution of Notice of Guaranteed Delivery:_____________________________
Name of Eligible Institution which Guaranteed Delivery:_________________________
[ ] EARLY WITHDRAWAL CHARGE WAIVER:
Check this box if Shares were purchased subject to a waiver of the early
withdrawal charge, for example, Shares purchased through dividend or capital
gains distributions from any Franklin Templeton Fund (Class I, Advisor Class or
Class Z only); Shares purchased by officers, trustees, directors and full-time
employees of Franklin Templeton Funds and their family members; or Shares
purchased with annuity payments received under an annuity option or from death
benefit proceeds, under certain circumstances. Refer to details in a current
Fund prospectus.
State the basis for such waiver of the early withdrawal charge:_________________
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW
Ladies and Gentlemen:
The person(s) signing this Letter of Transmittal (the "Signor") hereby tenders
to Franklin Floating Rate Trust (the "Fund"), a non-diversified, closed-end
management investment company organized as a Delaware business trust, the
above-described Shares of beneficial interest, par value $0.01 per share (the
"Shares"), of the Fund, at a price (the "Purchase Price") equal to the net asset
value per Share ("NAV") determined as of the close of the regular trading
session of the New York Stock Exchange on the Actual Pricing Date (as defined in
the Notification) in cash, upon the terms and subject to the conditions set
forth in the Notification of Regular Quarterly Offer to Repurchase, dated March
10, 1998 (the "Notification"), receipt of which is hereby acknowledged, and in
this Letter of Transmittal (which Notification and Letter of Transmittal
together constitute the "Repurchase Offer").
Subject to, and effective upon, acceptance for payment of, or payment for,
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Repurchase Offer, the Signor hereby sells, assigns and
transfers to, or upon the order of, the Fund all right, title and interest in
and to all of the Shares that are being tendered hereby that are purchased
pursuant to the Repurchase Offer and hereby irrevocably constitutes and appoints
Investor Services as attorney-in-fact of the Signor with respect to such Shares,
with full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) present certificate(s) for
such Shares, if any, for cancellation and transfer on the Fund's books, and (b)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares, subject to the next paragraph, all in accordance with the terms
and subject to the conditions set forth in the Repurchase Offer.
The Signor hereby represents and warrants that (a) the Signor has full
power and authority to validly tender, sell, assign and transfer the Shares
tendered hereby; (b) when and to the extent the Fund accepts the Shares for
purchase, the Fund will acquire good, marketable and unencumbered title thereto,
free and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to
their sale or transfer, and not subject to any adverse claim; (c) on request,
the Signor will execute and deliver any additional documents that Investor
Services or the Fund deems necessary or desirable to complete the assignment,
transfer and purchase of the Shares tendered hereby; and (d) the Signor has read
and agrees to all of the terms and conditions of the Repurchase Offer.
The name(s) and address(es) of the registered owner(s) should be printed as
on the registration of the Shares. If the Shares tendered hereby are in
certificate form, the certificate(s) representing such Shares must be returned
to Investor Services together with this Letter of Transmittal.
The Signor recognizes that, under certain circumstances set forth in the
Notification, the Fund may not be required to purchase any of the Shares
tendered hereby or may accept for purchase, pro rata with Shares tendered by
other shareholders, fewer than all of the Shares tendered hereby. In either
event, the Signor understands that the certificate(s) for the Shares not
purchased, if any, will be returned to the Signor at the registered address
above unless otherwise indicated under the Special Delivery instructions below.
The Signor recognizes that the Fund has no obligation, pursuant to the Special
Payment Instructions, to transfer any Shares from the name of the registered
owner thereof if the Fund purchases none of such Shares.
The Signor understands that acceptance of Shares by the Fund for payment
will constitute a binding agreement between the Signor and the Fund upon the
terms and subject to the conditions of the Repurchase Offer.
The check for the Purchase Price of the tendered Shares purchased will be
issued to the order of the Signor and mailed to the address indicated below,
unless otherwise indicated below in the box titled "Special Payment
Instructions" or the box titled "Special Delivery Instructions." The Fund will
not pay interest on the Purchase Price under any circumstances.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the Signor, and all obligations of the Signor hereunder
shall be binding upon the heirs, personal representatives, successors and
assigns of the Signor. Except as stated in the Repurchase Offer, this tender is
irrevocable.
Unless otherwise indicated herein under "Special Payment Instructions," the
Fund will issue the check for the Purchase Price and/or return any Share
certificates not tendered or not accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions," the
Fund will mail the check for the Purchase Price for any Shares purchased and/or
return any Share certificates not tendered or not accepted for payment (and
accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing under "Description of Shares Tendered." In the event both
the Special Payment Instructions and the Special Delivery Instructions are
completed, the Fund will issue the check for the Purchase Price and/or return
any Share certificates not tendered or not accepted for payment in the name of,
and deliver such check and/or return Share certificates to, the person(s) so
indicated. The undersigned recognizes that the Fund has no obligation pursuant
to the Special Payment Instructions to transfer any Shares from the name of the
registered holder thereof if the Fund does not accept for payment any of the
Shares tendered hereby.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
SEE INSTRUCTIONS 1, 5 AND 6 BELOW (SEE INSTRUCTIONS 1, 5 AND 6 BELOW
AND SECTION 6 OF THE NOTIFICATION) AND SECTION 6 OF THE NOTIFICATION)
To be completed ONLY if To be completed ONLY if Share
Share certificates not tendered certificates not tendered or not
or not accepted for payment and/or accepted for payment and/or the
the check for the purchase price of check for the purchase price of
Shares accepted for payment are Shares accepted for payment are to
to be issued in the name of someone be sent to someone other than the
other than the undersigned undersigned or to the undersigned at
an address other than that shown
above.
Issue: [ ] Check [ ]Certificate(s) to: Mail: [ ] Check [ ] Certificate(s) to:
Name(s):______________________________ Name(s):______________________________
_______________________________________ _______________________________________
(Please Type or Print) (Please Type or Print)
Address:______________________________ Address:_______________________________
_______________________________________ _______________________________________
(Include Zip Code) (Include Zip Code)
_______________________________________
(Taxpayer Identification or Social
Security No.)
(See Substitute Form W-9 below)
_______________________________________ _______________________________________
IMPORTANT:
ALL TENDERING SHAREHOLDERS MUST COMPLETE AND SIGN THIS SECTION AND THE
SUBSTITUTE FORM W-9
(WHICH APPEARS ON THE LAST PAGE OF THIS LETTER OF TRANSMITTAL)
(Signature(s) of Shareholder(s))
Dated:_______________________, 19___
(Must be signed by the registered holder(s) exactly as the name(s) appear(s) on
the Share certificate, if any, or on a security position listing or by person(s)
authorized to become registered holder(s) of Share certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, agents, officers or corporations or others acting
in a fiduciary or representative capacity, please provide the following
information. See Instruction 5.)
Name(s):________________________________________________________________________
________________________________________________________________________________
(Please Type or Print)
Capacity (Full Title):__________________________________________________________
(See Instruction 5)
Address:________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Codes and Telephone Numbers:_______________________________________________
Home Business
Taxpayer Identification or Social Security No.:_________________________________
GUARANTEE OF SIGNATURE(S):
PLACE MEDALLION GUARANTEE OR SIGNATURE GUARANTEE IN SPACE BELOW
(MUST BE GUARANTEED BY AN
ELIGIBLE INSTITUTION. SEE INSTRUCTIONS 1 AND 5.)
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE REPURCHASE OFFER
1. PROCEDURES FOR TENDERING SHARES.
SIGNATURE GUARANTEES. In the following circumstances, signatures on the
Letter of Transmittal must be guaranteed by a brokerage firm or financial
institution that is a member of a securities approved medallion program, such as
Securities Transfer Agents Medallion Program, Stock Exchanges Medallion Program
or New York Stock Exchange, Inc. Medallion Signature Program (each such member
being referred to as an "Eligible Institution"), unless the Shares tendered
hereby are tendered for the account of an Eligible Institution: (1) the proceeds
for the tendered Shares will amount to $50,000.00 or more, (2) the Letter of
Transmittal is signed by an agent rather than the registered holder of the
Shares tendered therewith, (3) the proceeds for tendered Shares are to be sent
to a payee other than the registered owner of such Shares, (4) the proceeds for
the tendered Shares are not being sent to the address of record, preauthorized
bank account, or preauthorized brokerage firm account, or (5) the Fund believes
a signature guarantee would protect the Fund against potential claims based on
the instructions received. See Instruction 5 below.
In certain circumstances the signature(s) on the Share certificate(s) or
stock power(s) must also be guaranteed by an Eligible Institution. See
Instruction 5 below.
GUARANTEED DELIVERY. If a shareholder desires to tender Shares pursuant to
the Repurchase Offer and such shareholder's Share certificates are not
immediately available or time will not permit all required documents to reach
Investor Services before the Repurchase Request Deadline, such Shares may
nevertheless be tendered provided that all of the following conditions are
satisfied:
(a) such tender is made by or through an Eligible Institution;
(b) Investor Services has received (either by hand, mail or overnight
courier), on or prior to the Repurchase Request Deadline, a properly completed
and duly executed Notice of Guaranteed Delivery substantially in the form the
Fund has provided with this Letter of Transmittal; and
(c) the Share certificates, if any, for all tendered Shares in proper form
for transfer, together with a properly completed and duly executed Letter of
Transmittal and any other documents required by the Letter of Transmittal, are
received by Investor Services within five New York Stock Exchange trading days
after the date Investor Services receives such Notice of Guaranteed Delivery.
This procedure is not intended for shareholders whose Share certificates
have been lost or destroyed. Those shareholders should note the fact that their
Share certificates have been lost or destroyed in the box captioned "Description
of Shares Tendered" on the Letter of Transmittal.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be used (a) if Share certificates are to be forwarded herewith
or (b) if tenders are to be made by book-entry transfer by Investor Services
pursuant to the procedure set forth herein and in Section 3 of the Notification.
The method of delivery of Share certificates, if any, this Letter of
Transmittal and all other required documents is at the option and sole risk of
the tendering shareholder, and the delivery will be deemed made only when
actually received by Investor Services. If delivery is by mail, registered mail
with return receipt requested, properly insured, is recommended. In all cases,
sufficient time should be allowed to ensure timely delivery. Shareholders have
the responsibility to cause their Shares (in proper certificated or
uncertificated form), this Letter of Transmittal and any required signature
guarantees and any other documents required by this Letter of Transmittal to be
timely delivered in accordance with the Repurchase Offer.
The Fund will not accept any alternative, conditional or contingent
tenders. All tendering shareholders, brokers, dealers, commercial banks, trust
companies and other nominees, by execution of this Letter of Transmittal, waive
any right to receive any notice of the acceptance of their tender.
If your Share certificate(s) has been either lost or destroyed, please
check the appropriate box in the section "Description of Shares Tendered" on the
form in this Letter of Transmittal and the appropriate forms for replacement
will be sent to you. You will then be instructed as to the steps you must take
to receive your check and/or Share certificate(s) for unpurchased Shares, if
any.
3. INADEQUATE SPACE. If the space provided in any of the above boxes is
inadequate, the necessary information should be listed on a separate SIGNED
schedule that references the boxes to which it relates and is attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO BOOK-ENTRY SHAREHOLDERS). If fewer
than all the Shares represented by any Share certificate(s) delivered with this
Letter of Transmittal to Investor Services are to be tendered, fill in the
number of Shares which are to be tendered in the box entitled "Number of Shares
Tendered," as appropriate. This must be a whole Share amount; no fractional
Shares will be accepted for partial tender. A new Share certificate for the
untendered Shares will be sent, without expense, to the person(s) signing this
Letter of Transmittal as soon as practicable after the Repurchase Request
Deadline. All Shares represented by Share certificate(s) delivered to Investor
Services will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, AUTHORIZATIONS, SHARE CERTIFICATES,
STOCK POWERS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the
registered holder(s) of the Shares tendered hereby, the signature(s) must
correspond with the name(s) as written on the face of the Share certificate(s)
without alteration, enlargement or any change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of Share
certificates.
If this Letter of Transmittal or any Share certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Fund of such person's authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share certificates or
separate stock powers are required unless payment is to be made, or Share
certificates not tendered or not purchased are to be issued or returned, to a
person other than the registered holder(s). If the Share certificates are
registered in the name of a person other than the Signor of the Letter of
Transmittal, or if payment is to be made to, or Share certificates for
unpurchased Shares are to be issued or returned to, a person other than the
registered shareholder, then the tendered certificates must be endorsed or
accompanied by appropriate stock powers, signed exactly as the name or names of
the registered holder or holders appear on the Share certificates, with the
signatures on the Share certificates or stock powers guaranteed by an Eligible
Institution. See Instruction 1 above.
If this Letter of Transmittal is signed by a person or persons other than
the registered holder(s) of the Shares evidenced by the Share certificate(s)
listed and transmitted hereby, the Share certificate(s) must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear on the Share certificate(s).
Signatures on such Share certificate(s) or stock powers must be guaranteed by an
Eligible Institution, unless the signature is that of an Eligible Institution.
See Instruction 1 above.
6. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If Share certificate(s) for
unpurchased Shares and/or check(s) are to be issued in the name of a person or
are to be sent to someone other than the registered owner(s) or to the
registered owner(s) at a different address, the captioned boxes "Special Payment
Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal must be completed.
7. NO REPURCHASE FEE; EARLY WITHDRAWAL CHARGE. The Fund will not impose a
repurchase fee to be retained by the Fund in connection with the Repurchase
Offer. If a shareholder has held for less than 12 months the Shares that the
shareholder tenders for repurchase, the Shares will be subject to a 1.00% early
withdrawal charge as described in the Fund's prospectus, unless a waiver of such
charge applies and the shareholder indicates the basis for the waiver above on
this Letter of Transmittal. This early withdrawal charge will be retained by
Franklin/Templeton Distributors, Inc. as described in the Fund's prospectus.
8. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of tenders of Shares will be
determined by the Fund, in its sole discretion, which determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders of Shares determined to be in appropriate form or to refuse to accept
for payment, purchase or pay for any Shares if, in the opinion of the Fund's
counsel, accepting, purchasing or paying for such Shares would be unlawful. The
Fund also reserves the absolute right to waive any of the conditions of the
Repurchase Offer or any defect in any tender of Shares whether generally or with
respect to any particular Share(s) or shareholders. The Fund's interpretations
of the terms and conditions of the Repurchase Offer (including these
instructions) shall be final and binding. Unless waived, any defects or
irregularities in connection with tenders of Shares must be cured within such
times as the Fund shall determine. Tenders of Shares will not be deemed to have
been made until the defects or irregularities have been cured or waived.
NEITHER THE FUND, FRANKLIN ADVISERS, INC. (THE FUND'S INVESTMENT ADVISER),
FRANKLIN TEMPLETON SERVICES, INC. (THE FUND'S ADMINISTRATOR), INVESTOR SERVICES,
NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF DEFECTS IN
TENDERS, NOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH
NOTICE.
9. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to Investor Services at the mail
address or telephone number provided above. Requests for additional copies of
the Notification and this Letter of Transmittal may also be directed to Investor
Services. Shareholders who do not own Shares directly may also obtain such
information and copies from the broker, dealer, commercial bank, trust company
or other nominee.
10. BACKUP WITHHOLDING TAX. Each tendering shareholder, unless an exemption
applies, must notify Investor Services of such shareholder's correct taxpayer
identification number ("TIN") (or certify that such taxpayer is awaiting a TIN)
and provide certain other information by completing Substitute Form W-9 provided
under "Important Tax Information" below. Failure to provide the information on
the form or to check the box in Part 2 of the form may subject the tendering
shareholder to 31% federal income tax backup withholding on the payments made to
the shareholder (or other payee) with respect to Shares purchased pursuant to
the Repurchase Offer. The box in Part 2 of the form may be checked if the
tendering shareholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 2 is checked,
31% of all payments due to the shareholder will be withheld until Investor
Services is provided with a TIN. If Investor Services is not provided with a TIN
within sixty (60) days, such retained amounts will be remitted to the Internal
Revenue Service as backup withholding.
IMPORTANT: THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY
EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, SHARES (IN PROPER
CERTIFICATED OR UNCERTIFICATED FORM), AND ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY INVESTOR SERVICES, OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE
OF GUARANTEED DELIVERY MUST BE RECEIVED BY INVESTOR SERVICES, ON OR PRIOR TO THE
REPURCHASE REQUEST DEADLINE.
IMPORTANT TAX INFORMATION
THE FEDERAL INCOME TAX DISCUSSION SET FORTH BELOW IS INCLUDED FOR GENERAL
INFORMATION ONLY. IT MAY NOT BE APPLICABLE TO FOREIGN SHAREHOLDERS. ALL
SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS AS TO THE SPECIFIC TAX
CONSEQUENCES TO THEM OF THE REPURCHASE OFFER.
SUBSTITUTE FORM W-9
Under federal income tax laws, Investor Services may be required to
withhold 31% of the amount of any payment made to certain shareholders pursuant
to the Repurchase Offer. In order to avoid such backup withholding, each
tendering shareholder must provide Investor Services with such shareholder's
correct TIN by completing the Substitute Form W-9 set forth below. In general,
if a shareholder is an individual, the TIN is the Social Security Number of such
individual. If Investor Services is not provided with the correct TIN, the
shareholder may be subject to a penalty imposed by the Internal Revenue Service.
Certain shareholders (including, among others, all corporations) are not subject
to these backup withholding and reporting requirements. (In order for a foreign
individual to qualify as an exempt recipient, that shareholder must submit a
statement signed under penalty of perjury attesting as to that status. Forms for
such statement can be obtained from Investor Services.)
CONSEQUENCES OF FAILURE TO FILE SUBSTITUTE FORM W-9
Failure to complete Substitute Form W-9 will not, by itself, cause the
Shares to be deemed invalidly tendered but may require Investor Services to
withhold 31% of the amount of any payments made pursuant to the Repurchase
Offer. Backup withholding is not an additional federal income tax. Rather, the
federal income tax liability of a person subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, the shareholder may claim a refund from the Internal Revenue Service.
PAYER'S NAME: FRANKLIN/TEMPLETON INVESTOR SERVICES, INC.
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN (SOCIAL
FORM W-9 SECURITY NUMBER) AND CERTIFY BY SIGNING
AND DATING BELOW:
Department of the
Treasury
Internal Revenue
Service __________________________________________________________
CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY
THAT: (1) THE INFORMATION PROVIDED ON THIS FORM IS TRUE,
CORRECT AND COMPLETE AND (2) I AM NOT SUBJECT TO
BACKUP WITHHOLDING EITHER BECAUSE I HAVE NOT BEEN
NOTIFIED BY THE INTERNAL REVENUE SERVICE (THE "IRS")
THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF
A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS OR THE IRS
HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP
WITHHOLDING. (YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU
HAVE BEEN NOTIFIED BY THE IRS THAT YOU ARE SUBJECT TO
BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING
INTEREST OR DIVIDENDS ON YOUR RETURN. HOWEVER, IF
AFTER BEING NOTIFIED BY THE IRS THAT YOU WERE SUBJECT
TO BACKUP WITHHOLDING YOU RECEIVED ANOTHER
NOTIFICATION FROM THE IRS THAT YOU ARE NO LONGER
SUBJECT TO BACKUP WITHHOLDING, DO NOT CROSS OUT ITEM
(2)).
Name:_____________________________________________________
(Please Print)
Address:__________________________________________________
__________________________________________________
(Include Zip Code)
Signature:________________________________________________
PART 2 - AWAITING TIN [ ]
(PLEASE SEE BELOW)
________________________________________________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE REPURCHASE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF
SUBSTITUTE FORM W-9 ABOVE.
________________________________________________________________________________
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Officer or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a Taxpayer Identification Number to the payer, 31% of all
reportable payments due to me pursuant to the Repurchase Offer will be withheld
until I provide a Taxpayer Identification Number to the payer and that, if I do
not provide my Taxpayer Identification Number within 60 days, such retained
amounts shall be remitted to the IRS as backup withholding.
Signature:__________________________________________ Date:_________________
