SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to ss.240-14a-11(c) or ss.240-14a-12
Franklin New York Tax-Free Income Fund, Inc.
(Name of Registrant as Specified In its Charter)
Franklin New York Tax-Free Income Fund, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a- (i)(1), or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
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NOTICE OF ADJOURNMENT
FRANKLIN NEW YORK TAX-FREE INCOME FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS
ADJOURNMENT DATE: OCTOBER 15, 1996
IMMEDIATE ATTENTION REQUIRED
Dear Shareholder:
The September 18, 1996, annual meeting of shareholders was adjourned, once
again, to October 15, 1996 in order to give more shareholders time to vote their
shares. Currently, we have not received your vote and would like you to consider
the following important items.
PROPOSED REORGANIZATION OF THE FUND
Most publicly-traded corporations, like Coca Cola, Exxon and GM, are not
incorporated in the states in which their headquarters are located, but rather
have their official corporate status in a state which is conducive to the legal
needs of the corporation. Mutual funds are no different. In recent years many
mutual funds have reorganized as Delaware Business Trusts to reduce operating
expenses and to have various operational flexibilities which are favorable to
mutual funds. Your Fund which is a New York Corporation would like to do the
same and is seeking your vote for approval of a new organization structure as a
Delaware Business Trust.
If the reorganization of your Fund is approved, various important points would
not change:
The Fund would still be a New York Tax Free Income Fund and would retain its
current tax exempt features.
The investment policies would remain exactly the same and the value of your
investment would be the same (and fluctuate the same) as under the Fund's
current corporate structure.
The Fund would continue to provide updates and financial information to you
exactly as in the past.
While the Reorganization as a Delaware Trust would permit the Fund to eliminate
ROUTINE annual meetings and save legal, printing, tabulation and related
expenses, such Reorganization would not effect the rights of shareholders to
vote on non-routine matters such as fundamental investment policy changes,
changes in advisory fees and other important items.
In order for this reorganization to be approved, New York law requires that
two-thirds of the outstanding shares of the Fund vote in favor of the
transaction. This vote requirement is unusually high. THEREFORE, WE ARE ASKING
SHAREHOLDERS VOTE FOR PROPOSAL 3.
The Board of Directors believes that approval of all of these matters is in the
best interests of shareholders. Therefore, we urge you to read the enclosed
material and vote FOR all the proposals. Should you have any questions, please
feel free to call our proxy solicitor, Shareholder Communications Corporation at
1-800-733-8481, EXTENSION 493. They will be happy to answer any questions you
may have.
FRANKLIN NEW YORK TAX-FREE INCOME FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS
ADJOURNMENT DATE: OCTOBER 15, 1996
IMMEDIATE ATTENTION REQUIRED
PLEASE VOTE your shares through either one of the convenient methods listed
below:
1. BY PHONE, simply call Shareholder Communications Corporation ("SCC"),
toll-free, at 1-800-733-8481, EXTENSION 493. Operators can take your
vote over the phone between the hours of 9:00am and 11:00pm EST.
OR
2. BY FACSIMILE, you can fax your signed proxy to 1-800-733-1885,
anytime, toll-free.
