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 23, 1997
IMMEDIATE ATTENTION REQUESTED
Dear Partner:
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.
Currently, we have not received your vote and would like you 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 I RECEIVE IN THE LIQUIDATION?
o 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.
o 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.
o It is presently expected that the actual liquidation of the Fund will occur
approximately 5 weeks after the Partners approve the Plan.
WHY IS MY 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 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.
IMPORTANT NOTE: IF YOU HAVE ALREADY SOLD OR LIQUIDATED YOUR POSITION YOU
STILL HAVE VOTING RIGHTS WITH RESPECT TO THIS MEETING.
Thank you for your prompt attention to this matter.
