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)
Amendment No. 1
1. Investment Company Act File Number Date of Notification
811-09869 AUGUST 25, 2000
________________________________________________________________________________
2. Exact name of investment company as specified in registration statement:
FRANKLIN FLOATING RATE MASTER 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.
__________________________
Rupert H. Johnson, Jr.
(Name)
PRESIDENT
___________________________
(Title)
Franklin Floating Rate Master Trust (the "Fund")
650-312-2000
August 25, 2000
Dear Franklin Floating Rate Master Trust Shareholder:
This notice is to inform you of the Fund's regular quarterly repurchase offer
to repurchase for cash up to 25% of its outstanding shares. 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. The NAV of the Fund on August 22, 2000
was $10.06 per Share.
The repurchase offer, described in the attached Repurchase Offer/Request
Form, begins on August 25, 2000 and ends at 1:00 p.m., Pacific Time, on
September 22, 2000, (the "Repurchase Request Deadline"). We must RECEIVE the
properly completed FRANKLIN FLOATING RATE MASTER TRUST REPURCHASE
OFFER/REQUEST FORM (attached) or a Notice of Guaranteed Delivery by the
Repurchase Request Deadline if you want to sell shares of Franklin Floating
Rate Master Trust this quarter. All requests for repurchase of shares during
this period will be processed after that time.
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 the Repurchase Request Deadline:
1. Telephone, or send a written communication (which may be electronic), to
the Fund's transfer agent or custodian and have one of them effect the
repurchase for you through the agreed procedures applicable to feeder
funds of the Fund.
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 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 1-650-312-2000.
Sincerely,
FRANKLIN/TEMPLETON INVESTOR SERVICES, INC.
{LOGO} FRANKLIN FLOATING RATE MASTER TRUST
REPURCHASE OFFER/REQUEST FORM
FRANKLIN(R)/
TEMPLETON(R) FUNDS
1-800/DIAL BEN(R)
Return to: Franklin/Templeton Investor Services, Inc.
Attn: Floating Rate Fund Dep.
PO Box 997151
Sacramento, CA 95899-9983
Overnight Delivery/Certified
or Registered Mail: Franklin Templeton
3344 Quality Dr.
Rancho Cordova, CA 95670-6608
TO: FRANKLIN FLOATING RATE MASTER TRUST
Please repurchase the shares designated below at a price equal to their net
asset value per share on the Repurchase Pricing Date (as 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 $___________.
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 1-650-312-2000.
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
unless Special Payment and Delivery Instructions are given. 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:
------------------------------
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 THE REPURCHASE REQUEST DEADLINE, 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 1-650-312-2000;
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 the Repurchase Request Deadline, 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 1-650-312-2000
ADDITIONAL TERMS AND CONDITIONS
OF
REPURCHASE OFFER AND TENDER OF SHARES
This repurchase offer (the "Offer") of Franklin Floating Rate Master
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 the
percentage set forth in the attached cover letter 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") per share as of the close of the New York Stock Exchange
("NYSE") on the Repurchase Pricing Date (defined 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 the date set
forth in the attached cover letter to shareholders which is the
Repurchase Request Deadline. All requests for repurchase of Shares or
Notice of Guaranteed Delivery forms 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 14 days after the Repurchase Request Deadline (or the next
business day if the fourteenth day is not a business day). 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. The Fund will not impose a repurchase fee for
repurchases related to the Offer.
6. NET ASSET VALUE. 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 1-650-312-2000 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 1-650-312-2000
OR CONTACT YOUR INVESTMENT REPRESENTATIVE.
