SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [ ] Confidential, for
use of the
Commission only
(as permitted
Rule 14a-6(e)(2)
[ ] Definitive proxy statement
[ X ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
(Name of Registrant as Specified in Its Charter)
TEMPLETON GLOBAL INCOME FUND, INC.
(Name of Person(s) Filing Proxy Statement)
TEMPLETON GLOBAL INCOME FUND, INC.
Payment of filing fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
O-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(Set forth the
amount on which the filing fee is calculated and state how
it was determined.)
(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.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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TEMPLETON GLOBAL INCOME FUND, INC.
500 East Broward Blvd.
Suite 2100
Ft. Lauderdale, Florida 33394-3091
March 3, 1997
Dear Shareholder:
You should have recently received proxy materials for the Annual
Meeting of Shareholders (the "Meeting") of Templeton Global Income Fund, Inc.
(the "Fund") to be held on March 25, 1997. The matters to be considered at the
Meeting include a shareholder proposal requesting that the Board consider, and
submit for subsequent shareholder approval, a proposal to convert the Fund from
a closed-end investment company to an open-end investment company. The proposal
was submitted by a shareholder concerned that the Fund's shares are currently
trading at a discount from net asset value. Although the Board of Directors
shares this concern, it continues to recommend that you vote AGAINST the
shareholder proposal.
As stated in the proxy materials, the Board believes it is in the best
interests of the Fund and its shareholders, for the Fund to continue to operate
as a closed-end investment company. The Board reviews the operations of the Fund
on an ongoing basis in order to serve the best interests of the Fund and its
shareholders. At its most recent meeting, the Board approved an open market
(that is, on the New York Stock Exchange or Pacific Stock Exchange) share
repurchase program, pursuant to which the Fund may, from time to time at the
discretion of management, purchase up to 12 million shares of the Fund's Common
Stock (approximately 10% of the shares outstanding) in open-market transactions.
A copy of the press release announcing the share repurchase program is enclosed.
The share repurchase program is intended to benefit shareholders by
enabling the Fund to acquire its own shares at a discount to net asset value,
thereby increasing the proportionate interest in the Fund of each remaining
shareholder. Although the success of such a program cannot be predicted, it is
hoped that the share repurchase program will help bring the market price of the
Fund's shares closer to their net asset value. At the same time, the repurchase
program will permit the Fund to continue to benefit from operating as a
closed-end investment company.
Also enclosed is an additional proxy card which you may use to have
your shares voted at the Meeting, if you have not already done so. IF YOU HAVE
ALREADY SUBMITTED A PROXY CARD AND WISH TO REVOKE OR CHANGE YOUR VOTE, PLEASE
COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE
PRE-PAID ENVELOPE. The prior proxy card that you submitted will be disregarded
in favor of the more recent proxy card that you return.
We appreciate your participation and prompt response in this matter,
and thank you for your continued support. Please call our toll-free number
1-800/DIAL-BEN if you have disposed of your original proxy materials or
otherwise require additional copies of them.
Sincerely,
/s/ Gregory E. McGowan
PRESIDENT
<PAGE>
TEMPLETON GLOBAL INCOME FUND, INC.
Broward Financial Centre
500 East Broward Blvd./Suite 2100
Ft. Lauderdale, FL 33394-3091
Tel: 954/527-7500
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FOR IMMEDIATE RELEASE:
Contact Holly Gibson at 415/312-4701.
TEMPLETON GLOBAL INCOME FUND, INC.
ANNOUNCES OPEN MARKET SHARE REPURCHASE PROGRAM
Ft. Lauderdale, Florida, February 26, 1997. TEMPLETON GLOBAL INCOME FUND, INC.
(THE "FUND") (NEW YORK STOCK EXCHANGE: GIM), a closed-end management investment
company, announced today that the Board of Directors of the Fund has authorized
management to implement an open-market share repurchase program pursuant to
which the Fund from time to time at the discretion of management may purchase
up to an aggregate of 12 million shares of the Fund's Common Stock
(approximately 10% of the shares outstanding on February 18, 1997) in open-
market transactions.
The Fund is designed for investors seeking high current income and, as a
secondary investment objective, capital appreciation through investments in
fixed income securities of U.S. and foreign issuers. The Fund's investment
manager is the Templeton Global Bond Managers Division of Templeton Investment
Counsel, Inc., and Neil S. Devlin is the Fund's lead portfolio manager. The Fund
currently has total assets in excess of $1 billion.
The Fund's investment manager is a subsidiary of Franklin Resources, Inc.
(NYSE: BEN). Franklin's main business is the $186 billion Franklin Templeton
Group. Franklin has its headquarters at 777 Mariners Island Blvd., San Mateo,
California 94404.
<PAGE>
TEMPLETON GLOBAL INCOME FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS, MARCH 25, 1997
PLEASE VOTE PROMPTLY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints BARBARA J. GREEN AND JOHN K. CARTER,
and each of them, with full power of substitution, as proxies to vote for and
in the name, place and stead of the undersigned at the Annual Meeting of
Shareholders of Templeton Global Income Fund, Inc. (the "Fund") to be held at
the Fund's offices, 500 East Broward Blvd., Ft. Lauderdale Florida 33394-3091,
on Tuesday, Mrach 25, 1997 at 10:00 A.M., EST, and at any adjournment thereof,
according to the number of votes and as fully as if personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER (OR NOT
VOTED) AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED FOR
ALL NOMINEES FOR DIRECTOR IN PROPOSAL 1, IN FAVOR OF PROPOSAL 2, AGAINST
PROPOSAL 3 AND WITHIN THE DISCRETION OF THE PROXYHOLDERS AS TO PROPOSAL 4.
, 1997
- ------------------------------------------- -------------------------
Signature(s) Date
PLEASE DATE THIS PROXY AND SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON. IF
MORE THAN ONE OWNER IS REGISTERED AS SUCH, ALL MUST SIGN. IF SIGNING AS
ATTORNEY, EXECUTOR, TRUSTEE OR ANY OTHER REPRESENTATIVE CAPACITY, OR AS A
CORPORATE OFFICER, PLEASE GIVE FULL TITLE.
(CONTINUED ON OTHER SIDE)
FOLD AND DETACH HERE
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Please mark your ballot as
indicated in this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 4, AND AGAINST
PROPOSAL 3.
Proposal 1 - Election of Directors.
FOR all nominees WITHHOLD Nominees: Andrew H. Hines, Jr., Harris J. Ashton, S.
listed (except as AUTHORITY Joseph Fortunato, Nicholas F. Brady and Edith E. Holiday.
marked to the right) to vote for all
nominees listed
To withhold authority to
vote for any individual
nominee, write that
nominee's name on the line
below.
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Proposal 2 - Ratification of the selection of McGladrey & Pullen, LLP as
independent public accountants for the Fund for the fiscal year ending August
31, 1997.
THE DIRECTORS RECOMMEND YOU VOTE "FOR" PROPOSAL 2.
FOR AGAINST ABSTAIN
Proposal 3 - To request and recommend that the Board of Directors approve, and
submit to Shareholders for approval at the earliest practicable date, amendments
to the Fund's Articles of Incorporation to convert the Fund to an open-end
investment company.
THE DIRECTORS RECOMMEND YOU VOTE "AGAINST" PROPOSAL 3.
FOR AGAINST ABSTAIN
Proposal 4 - In their discretion, the Proxyholders are authorized to vote upon
such other matters which may legally come before the Meeting or any adjournments
thereof.
THE DIRECTORS RECOMMEND YOU VOTE "FOR" PROPOSAL 4.
FOR AGAINST ABSTAIN
</TABLE>
I PLAN TO ATTEND THE MEETING.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
FOLD AND DETACH HERE
