SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240-14a-11(c) or ss.240-14a-12
Franklin Tax-Advantaged U.S. Government Securities Fund
(Name of Registrant as Specified In its Charter)
Franklin Tax-Advantaged U.S. Government Securities Fund
(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:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary material.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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NOTICE OF ADJOURNMENT
AND CONTINUED SOLICITATION
FRANKLIN TAX-ADVANTAGED U.S. GOVERNMENT SECURITIES FUND
SPECIAL MEETING OF PARTNERS
ADJOURNMENT DATE: MAY 23, 1997
IMMEDIATE ATTENTION REQUESTED
To All Registered Representatives and Investment Advisors:
We have attempted to contact you and your client(s) on several occasions
regarding the above mentioned meeting, however, we have not yet have not yet
been successful in receiving a vote. Subsequently, the April 18, 1997, Special
Meeting of Partners was adjourned, once again, to MAY 23, 1997 in order to give
more Partners time to vote their shares. We are seeking your assistance in
obtaining your client's vote. If you have power of attorney privileges over the
account, you can vote directly using the procedures outlined below. Otherwise,
please have your client call us, toll-free in the U.S., at 1-800-733-8481, ext.
449 or, if outside the U.S., call us collect at (212)805-7000, ext. 449 to
register their vote on or before May 23, 1997. We have asked each Partner to
consider the following:
PROPOSED DISSOLUTION AND COMPLETE LIQUIDATION FOR THE FUND Federal tax
legislation affecting the Fund at the end of 1997 subjects the Fund to taxation
as a corporation. As a result, distributions received by Non-U.S. Partners will
be affected, for the first time, by U.S. income taxation. The Managing General
Partners concluded that this result would be inconsistent with the purpose of
the Fund and the intentions of the Partners and, therefore, recommended that
Partners approve the liquidation of the Fund pursuant to a Plan of Dissolution
and Complete Liquidation, and the distribution of its assets as discussed in the
proxy statement.
WHAT HAPPENS IF THE PROPOSAL IS APPROVED?
If adopted by the Partners, the Plan will authorize the Board to liquidate the
Fund.
WHAT WILL THE PARTNERS RECEIVE IN THE LIQUIDATION?
The Plan provides that each U.S. Partner holding shares of the Fund on the
Liquidation Date will be paid the value of the shares in cash by the Fund.
Non-U.S. Partners who do not elect to receive cash will have the value of
their account placed in a pooled investment vehicle with similar investment
and tax characteristics as the Fund.
It is presently expected that the actual liquidation of the Fund will occur
approximately 5 weeks after the Partners approve the Plan.
WHY IS THIS VOTE IMPORTANT?
To approve the Plan, more than 50% of the outstanding shares of the Fund on the
record date must vote in favor of the transaction. This vote requirement is
unusually high. The Managing General Partners believe that approval of this
matter is in the best interests of all Partners and, therefore, RECOMMEND A VOTE
FOR THE PROPOSAL.
For your convenience, we have established three easy methods by which to
register the vote:
1. BY PHONE, simply call Shareholder Communications Corporation
toll-free, AT 1-800-733-8481, EXTENSION 449, OR 1-212-805-7000.
Operators will be available to register the vote over the phone,
Monday thru Friday between the hours of 9:00 a.m. and 11:00 p.m.
EST.
OR
2. BY FAX, send the executed proxy to us at 1-800-733-1885 OR
1-212-248-2727, anytime.
IMPORTANT NOTE: IF YOUR CLIENT HAS ALREADY SOLD OR LIQUIDATED THEIR POSITION
THEY STILL HAVE VOTING RIGHTS WITH RESPECT TO THIS MEETING.
Thank you for your prompt attention to this matter.
