SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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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)
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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 9, 1997
IMMEDIATE ATTENTION REQUIRED BY ALL
HOLDERS OF SHARES ON FEBRUARY 18, 1997
Dear Partner:
The April 18, 1997, Special Meeting of Partners was adjourned to MAY 9, 1997 in
order to give more Partners time to vote their shares. Currently, we have not
received your vote and would like you to consider the following important item.
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 I 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 45 days after the Partners approve the Plan.
WHY IS MY VOTE IMPORTANT?
To approve the Plan, 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 your vote:
1. BY PHONE, simply call Shareholder Communications Corporation
toll-free, at 1-800-733-8481, EXTENSION 449. Operators will be
available to register your 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 your executed proxy to us at 1-800-733-1885, anytime.
or
3. BY MAIL, return your executed proxy in the enclosed self-addressed
stamped envelope.
We urge you to act promptly so that we can obtain a sufficient number of votes
to resume the meeting as scheduled and avoid any additional meeting
adjournments. This will permit the Fund to avoid the expense of additional
adjournments and solicitation.
Thank you for your prompt attention to this matter.
