FRANKLIN TAX FREE TRUST
497, 1999-04-01
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o    TF1 *SA1
     TF2 *SA1

- --------------------------------------------------------------------------------
                            SHARE CLASS REDESIGNATION
                            EFFECTIVE JANUARY 1, 1999

                           Class A - Formerly Class I
                           Class C - Formerly Class II
- --------------------------------------------------------------------------------

                         SUPPLEMENT DATED APRIL 1, 1999
                 TO THE STATEMENTS OF ADDITIONAL INFORMATION OF

                             FRANKLIN TAX-FREE TRUST
  (TF1 - ARIZONA, FLORIDA, INSURED, MASSACHUSETTS, MICHIGAN, MINNESOTA AND OHIO
                         INSURED TAX-FREE INCOME FUNDS)
   (TF2 - ALABAMA, FLORIDA, GEORGIA, KENTUCKY, LOUISIANA, MARYLAND, MISSOURI,
            NORTH CAROLINA, TEXAS AND VIRGINIA TAX-FREE INCOME FUNDS)
                               DATED JULY 1, 1998

The Statement of Additional Information is amended as follows:

I.   As of January 1, 1999,  Class I shares are designated  Class A and Class II
     shares  are  designated  Class  C.  All  references  in  the  Statement  of
     Additional Information to Class I shares are replaced with Class A, and all
     references to Class II shares are replaced with Class C.

II.  The following is added to the section  "Additional  Information  on Selling
     Shares," found under "How Do I Buy, Sell and Exchange Shares?":

     The  contingent   deferred  sales  charge  will  generally  be  waived  for
     redemptions of Class A shares by investors who purchased $1 million or more
     without an initial sales charge if the  Securities  Dealer of record waived
     its commission in connection with the purchase.

III. Under "Miscellaneous Information," the following is added:

     The Information  Services & Technology division of Resources  established a
     Year  2000  Project  Team in 1996.  This  team  has  already  begun  making
     necessary  software  changes to help the computer  systems that service the
     fund and its shareholders to be Year 2000 compliant. After completing these
     modifications,  comprehensive tests are conducted in one of Resources' U.S.
     test  labs to  verify  their  effectiveness.  Resources  continues  to seek
     reasonable  assurances from all major hardware,  software or  data-services
     suppliers  that  they  will be  Year  2000  compliant  on a  timely  basis.
     Resources  is also  beginning  to  develop a  contingency  plan,  including
     identification  of those mission critical systems for which it is practical
     to develop a  contingency  plan.  However,  in an  operation as complex and
     geographically  distributed as Resources' business, the alternatives to use
     of normal systems,  especially  mission  critical  systems,  or supplies of
     electricity or long distance voice and data lines are limited.



                Please keep this supplement for future reference.






o     TF3 *SA1

- --------------------------------------------------------------------------------
                            SHARE CLASS REDESIGNATION
                            EFFECTIVE JANUARY 1, 1999

                           Class A - Formerly Class I
                           Class B - New Share Class
                                     (High Yield Fund Only)
                           Class C - Formerly Class II
- --------------------------------------------------------------------------------

                         SUPPLEMENT DATED APRIL 1, 1999
                  TO THE STATEMENT OF ADDITIONAL INFORMATION OF
                             FRANKLIN TAX-FREE TRUST
  (TF3 - ARIZONA, COLORADO, CONNECTICUT, FEDERAL INTERMEDIATE-TERM, HIGH YIELD,
  INDIANA, MICHIGAN, NEW JERSEY, OREGON, PENNSYLVANIA AND PUERTO RICO TAX-FREE
                                  INCOME FUNDS)
                               DATED JULY 1, 1998

The Statement of Additional Information is amended as follows:

I.   On January 12, 1999,  Franklin  Tax-Free Trust's Board of Trustees approved
     proposals to merge the Franklin Michigan Tax-Free Income Fund into Franklin
     Michigan  Insured  Tax-Free Income Fund and the Franklin  Indiana  Tax-Free
     Income  Fund  into  Franklin  Federal  Tax-Free  Income  Fund,  subject  to
     shareholder  approval.  Franklin  Federal  Tax-Free  Income Fund's Board of
     Directors also approved the Franklin  Indiana  Tax-Free Income Fund merger.
     The investment goal of the Franklin Michigan Tax-Free Income Fund, Franklin
     Michigan Insured Tax-Free Income Fund, and Franklin Indiana Tax-Free Income
     Fund is to provide  investors  with as high a level of income  exempt  from
     federal  income  taxes and from the  personal  income  taxes,  if any,  for
     resident  shareholders  of the fund's state as is  consistent  with prudent
     investing,   while  seeking  preservation  of  shareholders'  capital.  The
     investment goal of the Franklin  Federal Tax-Free Income Fund is to provide
     investors  with as high a level of  interest  income  exempt  from  federal
     income  taxes  as is  consistent  with  prudent  investing,  while  seeking
     preservation of  shareholders'  capital.  The Boards believe these proposed
     mergers will benefit shareholders.

     It is anticipated  that in the spring of 1999  shareholders of the Franklin
     Michigan  Tax-Free  Income Fund and Franklin  Indiana  Tax-Free Income Fund
     will  receive a proxy and proxy  statement  requesting  their  votes on the
     applicable merger.

     Franklin Michigan Tax-Free Income Fund and Franklin Indiana Tax-Free Income
     Fund were  closed to new  investors  after the close of business on January
     12, 1999. If you were a  shareholder  of record as of the close of business
     on January 12, 1999,  you may continue to add to your  account,  subject to
     your applicable  minimum  additional  investment  amount, or buy additional
     shares through reinvestment of dividend or capital gain distributions.

     Although you may redeem your  shares,  please keep in mind that if you sell
     all the shares in your  account,  your  account will be closed and you will
     not be allowed to buy additional  shares of the Franklin  Michigan Tax-Free
     Income Fund and  Franklin  Indiana  Tax-Free  Income Fund or to reopen your
     account in those funds.

II.  As of January 1, 1999,  the High Yield Fund offers three classes of shares:
     Class A,  Class B and  Class C. The  Arizona,  Colorado,  Connecticut,  New
     Jersey,  Oregon,  Pennsylvania and Puerto Rico funds each offer two classes
     of  shares:  Class A and Class C. The  Federal  Intermediate,  Indiana  and
     Michigan funds each offer one class of shares,  which is considered Class A
     shares.

     Before January 1, 1999,  Class A shares were designated Class I and Class C
     shares  were  designated  Class II.  All  references  in the  Statement  of
     Additional Information to Class I shares are replaced with Class A, and all
     references to Class II shares are replaced with Class C.

III. The following is added to the "Officers and Trustees" section:

     As of November 25, 1998, the officers and Board members,  as a group, owned
     of record and beneficially the following shares of the funds: approximately
     74 shares of the Arizona Fund - Class A, 75 shares of the Connecticut  Fund
     - Class A, 75 shares of the Federal  Intermediate  Fund,  177 shares of the
     High Yield Fund - Class A, 70 shares of the Indiana Fund,  33,819 shares of
     the New Jersey  Fund - Class A, 71 shares of the Oregon  Fund - Class A, 80
     shares of the Pennsylvania Fund - Class A, and 71 shares of the Puerto Rico
     Fund - Class A, or less  than 1% of the  total  outstanding  shares of each
     fund's Class A shares.

IV.  The following is added to the section  "Additional  Information  on Selling
     Shares" found under "How Do I Buy, Sell and Exchange Shares?":

     The  contingent   deferred  sales  charge  will  generally  be  waived  for
     redemptions of Class A shares by investors who purchased $1 million or more
     without an initial sales charge if the  Securities  Dealer of record waived
     its commission in connection with the purchase.


V.   In  the  section   "The  Rule  12b-1   Plans,"   found  under  "The  Funds'
     Underwriter,"

     (a) the first sentence is replaced with the following:

     Each  class  has a  separate  distribution  or "Rule  12b-1"  plan that was
     adopted pursuant to Rule 12b-1 of the 1940 Act.

     (b) and the following  paragraphs  are added after the section "The Class I
     Plans":

     THE CLASS B PLAN - HIGH YIELD FUND ONLY.  Under the Class B plan,  the High
     Yield Fund pays  Distributors  up to 0.50% per year of the  class'  average
     daily net assets,  payable  quarterly,  to pay  Distributors  or others for
     providing  distribution and related services and bearing certain  expenses.
     All distribution  expenses over this amount will be borne by those who have
     incurred  them.  The High Yield Fund may also pay a servicing  fee of up to
     0.15% per year of the class' average daily net assets,  payable  quarterly.
     This fee may be used to pay  Securities  Dealers or others for, among other
     things,  helping to establish and maintain  customer  accounts and records,
     helping  with  requests to buy and sell  shares,  receiving  and  answering
     correspondence,  monitoring  dividend  payments  from the fund on behalf of
     customers, and similar servicing and account maintenance activities.

     The expenses relating to the Class B plan are also used to pay Distributors
     for advancing the  commission  costs to Securities  Dealers with respect to
     the initial sale of Class B shares.  Further,  the expenses relating to the
     Class B plan  may be used by  Distributors  to pay  third  party  financing
     entities that have provided  financing to  Distributors  in connection with
     advancing commission costs to Securities Dealers.

VI.  The following information is added to the applicable sections under "How Do
     the Funds Measure Performance?":

     TOTAL RETURN

     The average annual total returns for the indicated periods ended August 31,
     1998, were:

<TABLE>
<CAPTION>

                                         INCEPTION                                                   FROM
                                           DATE         ONE-YEAR      FIVE-YEAR     TEN-YEAR       INCEPTION 
- --------------------------------------------------------------------------------------------------------------
      <S>                                <C>              <C>           <C>           <C>           <C>
      Arizona Fund - Class A             09/01/87         3.02%         4.87%         7.49%         7.35%
      Arizona Fund - Class C             05/01/95         4.99             -             -          6.48
      Colorado Fund - Class A            09/01/87         3.96          5.22          7.81          7.70
      Colorado Fund - Class C            05/01/95         5.98             -             -          7.07
      Connecticut Fund - Class A         10/03/88         3.52          4.75             -          6.78
      Connecticut Fund - Class C         05/01/95         5.54             -             -          6.71
      Federal Intermediate Fund          09/23/92         5.18          5.61             -          6.70
      High Yield Fund - Class A          03/18/86         4.67          6.58          8.34          8.28
      High Yield Fund - Class C          05/01/95         6.57             -             -          8.19
      Indiana Fund                       09/01/87         3.42          4.95          7.78          7.72
      Michigan Fund                      07/01/96         6.32             -             -          7.83
      New Jersey Fund - Class A          05/12/88         3.60          4.79          7.46          7.56
      New Jersey Fund - Class C          05/01/95         5.49             -             -          6.70
      Oregon Fund - Class A              09/01/87         2.94          4.78          7.28          7.04
      Oregon Fund - Class C              05/01/95         4.81             -             -          6.52
      Pennsylvania Fund - Class A        12/01/86         3.50          5.17          7.67          6.86
      Pennsylvania Fund - Class C        05/01/95         5.41             -            -           6.74
      Puerto Rico Fund - Class A         04/03/85         3.50          5.18          7.43          7.62
      Puerto Rico Fund - Class C         05/01/95         5.51             -             -          6.77
</TABLE>

     The  cumulative  total returns for the  indicated  periods ended August 31,
     1998, were:


<TABLE>
<CAPTION>
                                        INCEPTION                                                   FROM
                                           DATE         ONE-YEAR      FIVE-YEAR     TEN-YEAR       INCEPTION  
- ---------------------------------------------------------------------------------------------------------------
      <S>                                <C>              <C>          <C>           <C>            <C>
      Arizona Fund - Class A             09/01/87         3.02%        26.82%        105.98%        118.36%
      Arizona Fund - Class C             05/01/95         4.99             -              -          23.29
      Colorado Fund - Class A            09/01/87         3.96         28.97         112.04         126.23
      Colorado Fund - Class C            05/01/95         5.98             -              -          25.62
      Connecticut Fund - Class A         10/03/88         3.52         26.11              -          91.66
      Connecticut Fund - Class C         05/01/95         5.54             -              -          24.19
      Federal Intermediate Fund          09/23/92         5.18         31.40              -          46.96
      High Yield Fund - Class A          03/18/86         4.67         37.55         122.77         169.42
      High Yield Fund - Class C          05/01/95         6.57             -              -          30.06
      Indiana Fund                       09/01/87         3.42         27.32         111.57         126.65
      Michigan Fund                      07/01/96         6.32             -              -          17.75
      New Jersey Fund - Class A          05/12/88         3.60         26.36         105.39         112.08
      New Jersey Fund - Class C          05/01/95         5.49             -              -          24.15
      Oregon Fund - Class A              09/01/87         2.94         26.27         101.87         111.50
      Oregon Fund - Class C              05/01/95         4.81             -              -          23.45
      Pennsylvania Fund - Class A        12/01/86         3.50         28.66         109.31         118.07
      Pennsylvania Fund - Class C        05/01/95         5.41             -              -          24.33
      Puerto Rico Fund - Class A         04/03/85         3.50         28.73         104.82         168.04
      Puerto Rico Fund - Class C         05/01/95         5.51             -              -          24.45
</TABLE>

     YIELD

     The yields for the 30-day period ended August 31, 1998, were:

                                  CLASS A                    CLASS C   
- --------------------------------------------------------------------------------
     Arizona Fund                  4.13%                      3.70%
     Colorado Fund                 4.13                       3.72
     Connecticut Fund              4.02                       3.61
     Federal Intermediate Fund     3.93                          -
     High Yield Fund               4.79                       4.41
     Indiana Fund                  4.08                          -
     Michigan Fund                 4.56                          -
     New Jersey Fund               4.11                       3.71
     Oregon Fund                   4.04                       3.62
     Pennsylvania Fund             4.25                       3.83
     Puerto Rico Fund              4.06                       3.64

     The taxable-equivalent  yields for the 30-day period ended August 31, 1998,
     were:

                                       CLASS A              CLASS C
- --------------------------------------------------------------------------------
     Arizona Fund                       7.21%                6.46%
     Colorado Fund                      7.20                 6.48
     Connecticut Fund                   6.97                 6.26
     Federal Intermediate Fund          6.51                    -
     High Yield Fund                    7.93                 7.30
     Indiana Fund                       7.07                    -
     Michigan Fund                      6.78                    -
     New Jersey Fund                    7.27                 6.56
     Oregon Fund                        7.35                 6.59
     Pennsylvania Fund                  7.24                 6.52
     Puerto Rico Fund                   6.72                 6.03

     CURRENT DISTRIBUTION RATE

     The current distribution rates for the 30-day period ended August 31, 1998,
     were:

                                         CLASS A              CLASS C
- --------------------------------------------------------------------------------
      Arizona Fund                       4.82%                 4.40%
      Colorado Fund                      4.73                  4.31
      Connecticut Fund                   4.88                  4.51
      Federal Intermediate Fund          4.56                     -
      High Yield Fund                    5.30                  4.89
      Indiana Fund                       4.93                     -
      Michigan Fund                      4.96                     -
      New Jersey Fund                    4.88                  4.47
      Oregon Fund                        4.93                  4.50
      Pennsylvania Fund                  5.00                  4.58
      Puerto Rico Fund                   4.82                  4.41

     The  taxable-equivalent  distribution  rates for the  30-day  period  ended
     August 31, 1998, were:

                                         CLASS A              CLASS C
- --------------------------------------------------------------------------------
      Arizona Fund                       8.42%                 7.68%
      Colorado Fund                      8.24                  7.51
      Connecticut Fund                   8.46                  7.82
      Federal Intermediate Fund          7.55                     -
      High Yield Fund                    8.77                  8.10
      Indiana Fund                       8.54                     -
      Michigan Fund                      8.59                     -
      New Jersey Fund                    8.63                  7.90
      Oregon Fund                        8.97                  8.19
      Pennsylvania Fund                  8.52                  7.80
      Puerto Rico Fund                   7.98                  7.30

VII.  Under "Miscellaneous Information," the following is added:

     The Information  Services & Technology division of Resources  established a
     Year  2000  Project  Team in 1996.  This  team  has  already  begun  making
     necessary  software  changes to help the computer  systems that service the
     funds and their  shareholders to be Year 2000 compliant.  After  completing
     these modifications, comprehensive tests are conducted in one of Resources'
     U.S. test labs to verify their  effectiveness.  Resources continues to seek
     reasonable  assurances from all major hardware,  software or  data-services
     suppliers  that  they  will be  Year  2000  compliant  on a  timely  basis.
     Resources  is also  beginning  to  develop a  contingency  plan,  including
     identification  of those mission critical systems for which it is practical
     to develop a  contingency  plan.  However,  in an  operation as complex and
     geographically  distributed as Resources' business, the alternatives to use
     of normal systems,  especially  mission  critical  systems,  or supplies of
     electricity or long distance voice and data lines are limited.

     As  of  November  25,  1998,  the  principal  shareholders  of  the  funds,
     beneficial or of record, were as follows:

    NAME AND ADDRESS              SHARE AMOUNT       PERCENTAGE
- ----------------------------------------------------------------
    MICHIGAN FUND

    Franklin Resources Inc.        245,077.831        17.92%
    Corporate Accounting
    Attn Michael Corcoran
    555 Airport Blvd. 4th Fl
    Burlingame, CA 94010


VIII. The following is added to the section "Financial Statements":

     The unaudited  financial  statements  contained in the Semiannual Report to
     Shareholders of the Trust,  for the six-month period ended August 31, 1998,
     are incorporated herein by reference.

IX.  In the "Useful Terms and Definitions"  section, the definitions of "Class I
     and Class II" and "Offering Price" are replaced with the following:

     CLASS A, CLASS B AND CLASS C - The High Yield Fund offers three  classes of
     shares,  designated  "Class  A,"  "Class  B" and  "Class  C." The  Arizona,
     Colorado,  Connecticut,  New Jersey,  Oregon,  Pennsylvania and Puerto Rico
     funds each offer two classes of shares, designated "Class A" and "Class C."
     The classes  have  proportionate  interests in the fund's  portfolio.  They
     differ, however,  primarily in their sales charge structures and Rule 12b-1
     plans. Shares of the Federal  Intermediate,  Indiana and Michigan funds are
     considered Class A shares for redemption, exchange and other purposes.

     OFFERING PRICE - The public  offering price is based on the Net Asset Value
     per share of the class and includes the  front-end  sales  charge.  For all
     funds except the Federal  Intermediate  Fund, the maximum  front-end  sales
     charge is 4.25% for Class A and 1% for Class C. The maximum front-end sales
     charge for the Federal  Intermediate  Fund is 2.25%.  There is no front-end
     sales  charge for Class B. We calculate  the offering  price to two decimal
     places using standard rounding criteria.



                Please keep this supplement for future reference.




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