U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM N-23C-3
Notification of Repurchase Offer
Pursuant to Rule 23c-3 (17 CFR 270.23c-3)
________________________________________________________________________________
1. Investment Company Act File Number Date of Notification
811-08271 December 1, 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(R)/TEMPLETON(R) FUNDS
FRANKLIN FLOATING RATE TRUST
1-800/632-2301
IF YOU ARE NOT INTERESTED IN SELLING YOUR SHARES AT THIS TIME, YOU CAN
DISREGARD THIS NOTICE. THIS IS SIMPLY NOTIFICATION OF THE FUND'S REGULAR
QUARTERLY OFFER TO REPURCHASE ITS SHARES
December 1, 1998
Dear Franklin Floating Rate Trust Shareholder:
This notice is to inform you of the Fund's next regular quarterly repurchase
offer. The repurchase offer, described in the attached Repurchase
Offer/Request Form, begins on December 1, 1998 and ends at 1:00 p.m., Pacific
Time, on December 29, 1998. All requests for repurchase of shares during
this period will be processed after that time.
The purpose of this repurchase offer (or "tender offer") is to provide the
Fund's shareholders with a way to sell their shares at their net asset
value. Fund shares can normally be repurchased by the Fund only during one
of the Fund's regular quarterly repurchase offers.
You can sell your shares to the Fund at their net asset value during this
repurchase period, subject to the terms of the repurchase offer, if you do
one of the following by 1:00 p.m., Pacific Time, on December 29, 1998:
1. Telephone your investment representative or broker and have one of them
effect the repurchase for you through their affiliated securities firm.
2. Complete the attached Repurchase Offer/Request Form and return it (with
related share certificates you have, if any) to arrive at the Fund's
transfer agent, Franklin/Templeton Investor Services, Inc., by the
deadline.*
3. Complete and submit a Notice of Guaranteed Delivery by the deadline and
send follow-up documents, as described in the Repurchase Offer/Request
Form.*
* IF YOU HAVE AN FTTC RETIREMENT PLAN ACCOUNT AND WANT OR NEED TO TAKE A
DISTRIBUTION BY SELLING SHARES, you must complete a distribution request
form and send it with the completed Repurchase Offer/Request Form.
Contact Retirement Plan Services at 1-800/527-2020 for a distribution
request form.
If you have no need or desire to sell Fund shares, simply disregard this
notice. Rest assured that we will contact you again next quarter to remind
you of your share sale privileges.
Please refer to the enclosed Repurchase Offer/Request Form if you have any
questions, or you can also call us at 1-800/632-2350 ext.52320.
Sincerely,
FRANKLIN/TEMPLETON INVESTOR SERVICES, INC.
FRANKLIN(R)/TEMPLETON(R) FUNDS
1-800/632-2301
FRANKLIN FLOATING RATE TRUST REPURCHASE OFFER/REQUEST FORM
We must RECEIVE this properly completed form or a Notice of Guaranteed
Delivery by 1:00 p.m., Pacific Time, on December 29, 1998 if you want to sell
shares of Franklin Floating Rate Trust this quarter.
Return to: Franklin/Templeton Investor
Service, Inc.
Attn: Floating Rate Fund Dep.
P.O. Box 7521
San Mateo, CA 94403-9961
Overnight Delivery/Certified
or Registered Mail: 777 Mariners Island Boulevard
San Mateo CA 94404
TO: FRANKLIN FLOATING RATE TRUST
Please repurchase the shares designated below at a price equal to their net
asset value per share on the repurchase pricing date (defined below). By
asking the Fund to repurchase shares, I (we) accept the Fund's repurchase
offer as provided in this form and the Fund's prospectus.
NAMES OF REGISTERED SHAREHOLDER(S):
(Please print EXACTLY as registered.) _________________________________________
ACCOUNT NUMBER
______________________________________
_________________________________________
DAYTIME TELEPHONE
______________________________________
_________________________________________
FAX OR E-MAIL
______________________________________
SHARES TENDERED: (PLEASE CHECK AND COMPLETE ONE)
[ ] Partial Tender - Please repurchase ___________________ shares from
my (our) account.
[ ] Full Tender - Please repurchase all shares from my (our) account.
[ ] Dollar Amount - Please repurchase enough shares from my (our)
account to net $___________, after early withdrawal
charges, if any.
[ ] Exchange - Please exchange _________ shares from my (our)
account for shares of the
___________________________________ Fund. (By
checking this option, I (we) certify receipt of a
current prospectus for such fund.)
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 REPURCHASE ON HIS OR HER BEHALF AND SHOULD NOT SUBMIT THIS FORM TO
FRANKLIN/TEMPLETON INVESTOR SERVICES, INC. ("INVESTOR SERVICES"). A broker
or other nominee may charge a fee for processing the transaction on the
tendering shareholder's behalf.
SHARE CERTIFICATES (IF ANY). IF YOU ARE TENDERING SHARES REPRESENTED BY
CERTIFICATES, YOU MUST INCLUDE THE CERTIFICATES WITH THIS FORM and list them
below. Any shares represented by certificates that are not delivered with
this Form will be excluded from the shares repurchased.
Certificate Number of Shares Number of Shares
Number(s)/Issue Date Represented Tendered*
by Share Certificate(s)
________________________ _________________________ ________________________
________________________ _________________________ ________________________
* PARTIAL TENDERS. 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. A new share certificate for the
untendered shares will be sent, without expense to the person(s) signing this
form as soon as practicable after the deadline to submit this form. All
shares represented by share certificate(s) delivered to Investor Services
will be deemed to have been tendered unless otherwise indicated.
[ ] Check here if you would like to credit to your book entry account any
certificated shares accompanying this form which either are not tendered or
are not accepted for repurchase.
If the share certificates are registered in the name of a person other
than the undersigned, 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. For information, contact your investment
representative or call Investor Services at 1-800/632-2350 ext.52320.
IF YOUR SHARE CERTIFICATE(S) HAS BEEN LOST OR DESTROYED, please contact
Investor Services at 1-800-342-5236 as soon as possible. The time it takes
to replace your share certificate(s) or credit your book-entry account for
the missing shares may make it impossible to meet the deadline to have your
shares repurchased in this current repurchase offer.
SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS: The check will be issued in the
name of the registered shareholder(s) and mailed to the address of record.
The undersigned recognizes that the Fund has no obligation pursuant to the
Special Payment and Delivery 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. If special payment or delivery is
required, please provide instructions here and signature guarantee below:
1. Issue [ ] check to: Name:___________________________
[ ] share certificate Address:________________________
________________________________
2. Mail [ ] check to: Name:___________________________
[ ] share certificate Address:________________________
________________________________
[ ] EARLY WITHDRAWAL CHARGE WAIVER:
Check this box if your 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:________________
NOTICE OF GUARANTEED DELIVERY. IF YOUR SHARE CERTIFICATES ARE NOT
IMMEDIATELY AVAILABLE OR TIME WILL NOT PERMIT ALL REQUIRED DOCUMENTS TO REACH
INVESTOR SERVICES BY 1:00 P.M., PACIFIC TIME, ON DECEMBER 29, 1998, YOU CAN
STILL TENDER YOUR SHARES FOR REPURCHASE IF YOU:
o Obtain a Notice of Guaranteed Delivery form from an investment
representative or from Investor Services by calling 1-800/632-2350 ext.52320;
o Complete the notice and have it executed by, and sent to Investor
Services through, an Eligible Institution (described below);
o Ensure Investor Services receives by 1:00 p.m., Pacific Time, on
December 29, 1998, the properly completed and executed Notice of Guaranteed
Delivery; and
o Ensure the share certificates, if any, for all tendered shares
for transfer, together with a properly completed and duly executed Repurchase
Offer/Request Form, are received in proper form by Investor Services within
five New York Stock Exchange trading days after the date Investor Services
receives the Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery is not intended for shareholders
whose share certificates have been lost or destroyed.
ELIGIBLE INSTITUTIONS FOR NOTICE OF GUARANTEED DELIVERY AND SIGNATURE
GUARANTEES INCLUDE 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.
[ ] 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:_________________________
PLEASE SIGN BELOW AND NOTE THE FOLLOWING IMPORTANT POINTS:
o Your signature(s) below MUST CORRESPOND EXACTLY with the name(s) in
which the shares are registered.
o If the shares are held of record by two or more joint account holders,
ALL MUST SIGN.
o If the signer of the document is a trustee, executor, administrator,
guardian, attorney in fact, officer of a corporation, authorized
official of the custodian of an IRA account or others acting in a
fiduciary or representative capacity, they must so indicate when
signing, and submit proper evidence satisfactory to the Fund of their
authority to so act.
o If the shares are held in an individual or employer-sponsored
retirement plan, plan distribution requirements may not be met due to
the Fund's restrictions on tender offers, potentially resulting in
additional taxes and penalties for which the undersigned assumes full
responsibility.
IN THE FOLLOWING CASES, ALL SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION (AS DEFINED ABOVE):
o the proceeds for the tendered shares will amount to $50,000 or
more,
o the Repurchase Offer/Request Form is signed by an agent rather
than the registered holder of the shares tendered with the form,
o the proceeds for tendered shares are to be sent to a payee other
than the registered owner of such shares,
o the proceeds for the tendered shares are not being sent to the
address of record, preauthorized bank account, or preauthorized
brokerage firm account, or
o the Fund believes a signature guarantee would protect the Fund
against potential claims based on the instructions received.
SIGNATURE(S) OF SHAREHOLDER(S):
(Sign EXACTLY as registered.)
Date: _________________________ ___________________________________________
If applicable, capacity:
___________________________________________
If applicable, capacity:
___________________________________________
If applicable, capacity:
Tax Identification number or Social Security number:___________________________
SIGNATURE GUARANTEED BY:_______________________________________________________
IF YOU HAVE ANY QUESTIONS REGARDING THIS FORM, PLEASE CALL 1-800/632-2350
ext. 52320
ADDITIONAL TERMS AND CONDITIONS
OF
REPURCHASE OFFER AND TENDER OF SHARES
This repurchase offer (the "Offer") of Franklin Floating Rate Trust
(the "Fund") and acceptance of the Offer by tender of shares of the Fund are
made upon the terms and conditions stated in this Repurchase Offer/Request
Form and the Fund's prospectus and statement of additional information
("SAI").
1. THE OFFER. The Fund is offering to repurchase for cash up to 25% of
its issued and outstanding shares of beneficial interest ("Shares") on
the Repurchase Request Deadline (defined below) at a price equal to the
net asset value ("NAV") as of the close of the New York Stock Exchange
("NYSE") on the Repurchase Pricing Date (defined below) less any
applicable early withdrawal charge (described below). The Offer is not
conditioned upon the tender for repurchase of any minimum number of
Shares.
2. REPURCHASE REQUEST DEADLINE. The Offer will expire on December 29,
1998 at 1:00 p.m., Pacific Time, which is the Repurchase Request
Deadline. All requests for repurchase of Shares MUST be received by
Investor Services in proper form by the Fund on or before the
Repurchase Request Deadline.
3. REPURCHASE PRICING DATE. The NAV for the repurchase must be determined
no later than January 12, 1999. The Fund intends, HOWEVER, to
determine the NAV for the repurchases immediately after the Repurchase
Request Deadline, or as soon as possible thereafter, if doing so is not
likely to result in significant dilution of either Shares that are
tendered for repurchase or Shares that are not tendered.
4. PAYMENT FOR SHARES REPURCHASED. Payment for all Shares repurchased
pursuant to this Offer will be made not later than 7 days after the
Repurchase Pricing Date.
5. NO REPURCHASE FEE; EARLY WITHDRAWAL CHARGE. The Fund will not impose a
repurchase fee for repurchases related to the Offer. An early
withdrawal charge of 1% may be imposed on those Shares accepted for
repurchase that have been held for less than 12 months, unless a waiver
of such charge applies and the shareholder indicates the basis for the
waiver on this form. Please check your share holdings and the Fund's
prospectus.
6. NET ASSET VALUE. The NAV of the Fund on November 19, 1998 was $ 9.91
per Share. The 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 Repurchase
Pricing Date. The NAV of the Shares may fluctuate between the date of
the shareholder's repurchase request or the Repurchase Request Deadline
and the Repurchase Pricing Date. There can be no assurance that the
NAV of the Shares on the Repurchase Pricing Date will be as high as the
NAV of the Shares on the date of the shareholder's repurchase request
or the Repurchase Request Deadline. Please call Investor Services at
1-800/632-2350 ext.52320 for current NAV information.
7. INCREASE IN NUMBER OF SHARES REPURCHASED; PRO RATA REPURCHASE. If
shareholders tender for repurchase more Shares than the Fund is
offering to repurchase (the "Offer Amount"), the Fund may (but is not
obligated to) increase the amount repurchased by up to 2% of the Fund's
outstanding Shares on the Repurchase Request Deadline. If Fund
shareholders tender more Shares than the Fund decides to repurchase,
whether the Offer Amount or the Offer Amount plus the 2% extra, 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 less than 100 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, but not later than 7 days after the Repurchase Pricing
Date.
8. WITHDRAWAL OF REQUEST FOR REPURCHASE. Shareholders may withdraw all or
some of their Shares tendered pursuant to the Offer at any time prior
to the Repurchase Request Deadline. 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 withdrawal or modification (the "Change Notice") to Investor
Services. To be effective, a Change Notice must be timely received by
Investor Services. Any Change Notice must specify the name of the
person who 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 (defined above), except in the
case of Shares tendered by an Eligible Institution.
9. SUSPENSION OR POSTPONEMENT OF OFFER. The Fund may not suspend or
postpone the 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 Investment Company Act of 1940, as amended) and
only: (A) if the repurchases would cause the Fund to lose its status
as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended; (B) for any period during which the
NYSE or any 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; (C) for
any period during which any 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 (D) for such other periods as the
Securities and Exchange Commission may by order permit for the
protection of shareholders of the Fund. If the Offer is suspended or
postponed, the Fund will notify shareholders. If the Fund suspends or
postpones the Offer, the NAV for the Shares tendered will be determined
as of the close of the NYSE on an extended repurchase pricing date.
During any such extension, all Shares previously tendered and not
purchased or withdrawn will remain subject to the Offer. If the Fund
renews the Offer, it will send a new notification to all shareholders.
10. TAX CONSEQUENCES. Shareholders should review the tax information in
the Fund's prospectus and SAI. Shareholders should also consult their
tax advisers regarding the specific tax consequences, including the
state, local or foreign tax consequences, of participating in the
repurchase. 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 Offer. In order to avoid such backup
withholding, each tendering shareholder must provide Investor Services
with the shareholder's correct taxpayer identification number ("TIN")
by completing the Substitute Form W-9 in the account application for
Shares. 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.
11. DOCUMENTS IN PROPER FORM. 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 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 Offer 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 NOTICE OF ANY DEFECTS
OR IRREGULARITIES IN TENDERS, NOR SHALL ANY OF THEM INCUR ANY
LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.
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 AN
INDEPENDENT DECISION WHETHER TO TENDER SHARES AND, IF 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 THIS OFFER. NO PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR
IN THE PROSPECTUS, SAI OR ACCOUNT APPLICATION. IF GIVEN OR
MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUND.
FOR PER SHARE NET ASSET VALUE AND OTHER INFORMATION, OR FOR A
COPY OF THE FUND'S PROSPECTUS, CALL INVESTOR SERVICES AT
1-800/632-2350 ext.52320 OR CONTACT YOUR INVESTMENT
REPRESENTATIVE.
