40-8F-M
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8F
FIRST AMENDMENT AND RESTATEMENT OF APPLICATION FOR DEREGISTRATION OF CERTAIN
REGISTERED INVESTMENT COMPANIES
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check only one):
[X] Merger
[ ] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1 through
15, 24 and 25 of this form and complete verification at the end of the
form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1 through
10 of this form and complete verification at the end of the form.)
2. Name of fund:
Templeton Variable Products Series Fund (the "Fund") (including the
following series: Franklin Large Cap Growth Investments Fund, Franklin
Small Cap Investments Fund, Mutual Shares Investments Fund, Templeton
Asset Allocation Fund, Templeton Bond Fund, Templeton Developing
Markets Fund, Templeton International Fund, Franklin S&P 500 Index
Fund and Templeton Stock Fund (each a "Series and collectively, the
"Series"))
3. Securities and Exchange Commission File No.:
811-5479
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[ ] Initial Application [X] Amendment
5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code):
500 East Broward Boulevard, Suite 2100
Fort Lauderdale, Florida 33394-3091
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Kevin M. Kirchoff
Senior Corporate Counsel
Franklin Templeton Investments
Legal SM901/7
777 Mariners Island Boulevard
San Mateo, California 94404-1585
Telephone: 1-650-525-8050
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Franklin Templeton Services, Inc.
500 East Broward Boulevard
Fort Lauderdale, Florida 33394-3091
Telephone: (954) 527-7500
and
Franklin/Templeton Investor Services, Inc.
100 Fountain Parkway
St. Petersburg, Florida 33716-1205
Telephone: (727) 299-8712
NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND
PRESERVE THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE PERIOD
SPECIFIED IN THOSE RULES.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
The Fund is a business trust organized under the laws of the
Commonwealth of Massachusetts.
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
i) Templeton Asset Management Ltd.
formerly known as Templeton Investment
Management (Singapore) Pte Ltd.
7 Tamasek Blvd., 38-03 Suntec Tower One, Singapore, 038987
(Investment adviser for the following Series: Templeton
Developing Markets Fund)
ii) Templeton Investment Counsel, Inc.
Broward Financial Centre, Suite 2100
Fort Lauderdale, Florida 33394
(Investment adviser or sub-adviser for the following Series:
Templeton Asset Allocation Fund, Templeton Bond Fund, Templeton
International Fund, Templeton Stock Fund and Franklin Strategic
Income Investments Fund (sub-adviser))
iii) Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(Investment adviser for the following Series: Mutual Shares Fund)
iv) Franklin Advisers, Inc.
777 Mariners Island Blvd.
San Mateo, California 94403-7777
(Investment adviser for the following Series: Franklin Large Cap
Growth Investments Fund, Franklin Small Cap Fund, Franklin S&P
Index Fund and Franklin Strategic Income Investments Fund)
v) State Street Global Advisors, a division
of State Street Bank and Trust Company
Two International Place
Boston, Massachusetts 02110
(Sub-adviser to the following Series: Franklin S&P 500 Index
Fund)
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
Franklin/Templeton Distributors, Inc.
777 Mariners Island Blvd.
San Mateo, California 94403-7777
13. If the fund is a unit investment trust ("UIT") provide:
N/A
(a) Depositor's name(s) and address(es):
(b) Trustee's name and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[X] Yes [ ] No
If Yes, for each UIT state:
Name of Insurance
Company Separate
Account File No. Business Address
------------------------------------------------------------------------
Allianz Life Variable 811-09865 1750 Hennepin Avenue
Account A Minneapolis, MN 55403
Allianz Life Variable 811-05618 1750 Hennepin Avenue
Account B Minneapolis, MN 55403
COVA Variable Annuity 811-07060 One Tower Lane
Account Five Suite 3000
Oakbrook Terrace, IL 60181
COVA Variable Life 811-08433 One Tower Lane
Account Five Suite 3000
Oakbrook Terrace, IL 60181
CUNA Mutual Life 811-08260 2000 Heritage Way
Variable Annuity Waverly, IA 50677
Account
CUNA Mutual Life 811-03915 2000 Heritage Way
Variable Account Waverly, IA 50677
Glenbrook Life & 811-07351 3100 Sanders Road
Annuity Co Separate Northbrook, IL 60062
Account A
Glenbrook Life & 811-07351 3100 Sanders Road
Annuity Co Separate Northbrook, IL 60062
Account
Hartford Life and 811-9295 200 Hopmeadow Street
Annuity Insurance Simsbury, CT 06089
Company Separate
Account Seven
Hartford Life Insurance 811-04972 200 Hopmeadow Street
Company Separate Simsbury, CT 06089
Account Seven
IDS Life Variable 811-07355 IDS Tower 10
Account 10 Minneapolis, MN 55440
IDS Life Of New York 811-07623 20 Madison Avenue Extension
Flexible Portfolio Albany, NY 12203
Annuity Account
JPF Separate Account A 811-04160 One Granite Place
Of Jefferson Pilot P.O. Box 515
Financial Ins. Co. Concord, NH 03302
JPF Separate Account C 811-08230 One Granite Place
Of Jefferson Pilot P.O. Box 515
Financial Ins. Co. Concord, NH 03302
Minnesota Life Variable 811-4585 400 Robert Street North
Life Account St. Paul, MN 55101
Phoenix Home Life 811-03488 One American Row
Variable Accumulation Hartford, CT 06115
Account
Pruco Life Flexible 811-07325 213 Washington Street
Premium Variable Newark, NJ 07102
Annuity Account
Pruco Life Insurance Co. 811-07975 213 Washington Street
Of New Jersey Flexible Newark, NJ 07102
Premium Variable
Annuity Account
The Variable Annuity 811-03240 2929 Allen Parkway
Life Insurance Company Houston, TX 77019
Travelers Fund U For 811-03575 1 Tower Square
Variable Annuities Hartford, CT 06183
Carillon Life Account 811-09076 P.O. Box 40888
1876 Waycross Road
Cincinnati, OH 45240
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
October 21, 1999
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or Abandonment
of Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
February 8, 2000
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[ X] Yes [ ] No
On February 8, 2000, the shareholders of the Fund approved an Agreement
and Plan of Reorganization (the "Agreement and Plan") between the Fund,
on behalf of its Series and Franklin Templeton Variable Insurance
Products Trust (the "Trust"), on behalf of its series (the "Acquiring
Series"). Pursuant to the Agreement and Plan, all of the assets of each
Series were transferred to a corresponding Acquiring Series, in
exchange solely for shares of the specified classes of the
corresponding Acquiring Series and the assumption by each Acquiring
Series of the liabilities of each corresponding Series. On September
23, 1999, Class 1 shares of each Acquiring Series were distributed to
the shareholders of the Class 1 shares of the corresponding Series.
Class 2 shares of each Acquiring Series were distributed to the
shareholders of the Class 2 shares of the corresponding Series and
Class 3 shares of the Franklin S&P 500 Index Fund were distributed to
the shareholders of the Class 3 shares of the corresponding Series.
Each Series is named below next to its corresponding Acquiring Series:
<TABLE>
<CAPTION>
SERIES ACQUIRING SERIES
----------------------------------------------------------------------
<S> <C>
Franklin Large Cap Growth Franklin Large Cap Growth
Investments Fund Securities Fund
Franklin Small Cap Investments Franklin Small Cap Fund
Fund
Mutual Shares Investments Fund Mutual Shares Securities Fund
Templeton Asset Allocation Fund Templeton Global Asset
Allocation Fund
Templeton Bond Fund Templeton Global Income
Securities Fund
Templeton Developing Markets Templeton Developing Markets
Fund Equity Fund
Templeton International Fund Templeton International Equity
Fund
Templeton Stock Fund Templeton Global Growth Fund
Franklin S&P 500 Index Fund Franklin S&P 500 Index Fund
Franklin Strategic Income Franklin Strategic Income
Investments Fund Securities Fund
</TABLE>
(a) If Yes, list the date(s) on which the fund made those
distributions:
May 1, 2000
(b) Were the distributions made on the basis of net assets?
[ X] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[X ] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
The exchange ratio used for each class of each Series of the Fund
is listed below:
<TABLE>
<CAPTION>
SERIES EXCHANGE RATIO
----------------------------------------------------------------
<S> <C>
Franklin Large Cap Growth Investments Fund -
Class 1 Shares 0.788
Franklin Large Cap Growth Investments Fund -
Class 2 Shares 1.000
Franklin Small Cap Investments Fund -
Class 1 Shares 0.608
Franklin Small Cap Investments Fund -
Class 2 Shares 0.608
Mutual Shares Investments Fund - Class 1 Shares 0.824
Mutual Shares Investments Fund - Class 2 Shares 0.823
Templeton Asset Allocation Fund - Class 1 Shares 1.650
Templeton Asset Allocation Fund - Class 2 Shares 1.649
Templeton Bond Fund - Class 1 Shares 0.861
Templeton Bond Fund - Class 2 Shares 0.863
Templeton Developing Markets Fund - Class 1 Shares 0.716
Templeton Developing Markets Fund - Class 2 Shares 0.715
Templeton International Fund - Class 1 Shares 1.540
Templeton International Fund - Class 2 Shares 1.540
Templeton Stock Fund - Class 1 Shares 1.496
Templeton Stock Fund - Class 2 Shares 1.494
Franklin S&P 500 Index Fund - Class 1 Shares 1.000
Franklin S&P 500 Index Fund - Class 2 Shares 1.000
Franklin S&P 500 Index Fund - Class 3 Shares 1.000
Franklin Strategic Income Investments Fund -
Class 1 Shares 1.000
Franklin Strategic Income Investments Fund -
Class 2 Shares 1.000
</TABLE>
The exchange ratio for each class of each Series listed above was
calculated by dividing each of the Series' net asset value per
share attributable to that class by the net asset value per share
of the same class of the corresponding Acquiring Series, as of
the normal close of business of the New York Stock Exchange on
May 1, 2000, the closing date of the merger.
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
Yes [X] No [ ]
See answer to item 16.
If No,
(a) How many shareholders does the fund have as of the date this form
is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as
of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses:
$190,993
(ii) Accounting expenses:
$40,000
(iii) Other expenses (list and identify separately):
Printing and Mailing: $678,076
Tabulation: $366,841
(iv) Total expenses (sum of lines (i)-(iii) above):
$1,275,910
(b) How were those expenses allocated?
Expenses were allocated: (1) 50% to the affected series of
Templeton Variable Products Series Fund and of Franklin Templeton
Variable Insurance Products Trust (the "Trusts"), allocated
proportionately between those series on the basis of their net
assets; and (2) 50% to the Trusts' investment advisers--Franklin
Advisers, Inc., Franklin Mutual Advisers, LLC, Templeton
Investment Counsel, Inc., Templeton Global Advisors Limited, and
Templeton Asset Management Ltd.--allocated proportionately
between them on the basis of the net assets of the affected
series for which they served as investment adviser.
(c) Who paid those expenses?
Franklin Advisers, Inc. 176,294
Templeton Investment Counsel, Inc. 335,785
Templeton Asset Management Ltd. 57,798
Templeton Global Advisors Limited 21,305
Franklin Mutual Advisers, LLC 44,773
Franklin Templeton Variable Insurance
Products Trust 334,974
Templeton Variable Products
Series Fund 302,981
------------
Total: $1,275,910
(d) How did the fund pay for unamortized expenses (if any)?
N/A
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date
the application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
Franklin Templeton Variable Insurance Products Trust
(b) State the Investment Company Act file number of the fund surviving
the Merger:
811-5583
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed:
File No. 333-90195
Form N-14
Date of Filing: November 3, 1999
Pursuant to Rule 0-4 under the Investment Company Act of
1940, the Applicant, Templeton Variable Products Series
Fund, hereby incorporates by reference into this First
Amendment and Restatement of Application on Form N-8F its
filing on Form N-14, filed November 3, 1999, File No.
333-90195.
(d) If the merger or reorganization agreement has not been filed with
the Commission provide a copy of the agreement as an exhibit to
this form.
N/A
VERIFICATION
The undersigned states that:
(i) she has executed this First Amendment and Restatement of Application on
Form N-8F for an order under section 8(f) of the Investment Company Act
of 1940 on behalf of Templeton Variable ProductsSeries Fund;
(ii) she is the Assistant Secretary of Templeton Variable Products Series Fund;
and
(iii) all actions by shareholders, directors, and any other body necessary to
authorize the undersigned to execute and file this First Amendment and
Restatement of Application on Form N-8F have been taken. The
undersigned also states that the facts set forth in this First
Amendment and Restatement of Application on Form N-8F are true to the
best of her knowledge, information and belief.
/s/KAREN L. SKIDMORE
---------------------
Karen L. Skidmore
