SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section.240-14a-11(c) or Section.240-
14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Franklin Universal Trust
(Name of Registrant as Specified In Its Charter)
Franklin Universal Trust
(Name of Person(s) Filing Proxy Statement)
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 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 (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:
777 Mariners Island Blvd.
P.O. Box 7777
San Mateo, CA 94403-7777
FRANKLIN UNIVERSAL TRUST
IMPORTANT SHAREHOLDER INFORMATION
These materials are for the annual shareholders' meeting scheduled for Thursday,
May 27, 1999 at 2:00 p.m. Pacific time. They discuss the proposals to be voted
on at the meeting, and contain your proxy statement and proxy card. A proxy card
is, in essence, a ballot. When you vote your proxy, it tells us how you wish to
vote on important issues relating to your Fund. If you complete and sign the
proxy, we'll vote it exactly as you tell us. If you simply sign the proxy, we'll
vote it in accordance with the Trustees' recommendations on page 1 of the proxy
statement.
WE URGE YOU TO SPEND A FEW MINUTES REVIEWING THE PROPOSALS IN THE PROXY
STATEMENT. THEN, FILL OUT THE PROXY CARD AND RETURN IT TO US SO THAT WE KNOW HOW
YOU WOULD LIKE TO VOTE. WHEN SHAREHOLDERS RETURN THEIR PROXIES PROMPTLY, THE
FUND MAY BE ABLE TO SAVE MONEY BY NOT HAVING TO CONDUCT ADDITIONAL MAILINGS.
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FRANKLIN UNIVERSAL TRUST
NOTICE OF 1999 ANNUAL SHAREHOLDERS' MEETING
The Annual Shareholders' Meeting ("Meeting") of Franklin Universal Trust (the
"Fund") will be held at the Fund's office, at 777 Mariners Island Blvd., San
Mateo, California, 94404 on Thursday, May 27, 1999 at 2:00 p.m. Pacific time.
During the Meeting, shareholders of the Fund will vote on three proposals:
1. The election of a Board of Trustees of the Fund;
2. The ratification or rejection of the selection of PricewaterhouseCoopers LLP
as independent auditors for the Fund for the fiscal year ending August 31,
1999;
3. The transaction of any other business that may properly come before the
Meeting or any adjournment thereof.
By Order of the Board of Trustees,
Deborah R. Gatzek
Secretary
San Mateo, California
Dated: April 15, 1999
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PLEASE SIGN AND PROMPTLY RETURN YOUR PROXY CARD IN THE SELF-ADDRESSED ENVELOPE
REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
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FRANKLIN UNIVERSAL TRUST
PROXY STATEMENT
INFORMATION ABOUT VOTING:
WHO IS ASKING FOR MY VOTE?
The Trustees of Franklin Universal Trust (the "Fund") in connection with the
Annual Shareholders' Meeting to be held May 27, 1999 (the "Meeting"), have
asked that you vote on several matters.
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on March 29, 1999 are
entitled to be present and to vote at the Meeting or any adjourned meeting.
Each share of record is entitled to one vote on each matter presented at the
Meeting. The Notice of Meeting, the proxy card, and the proxy statement were
mailed to shareholders of record on or about April 15, 1999.
ON WHAT ISSUES AM I BEING ASKED TO VOTE?
You are being asked to vote on three proposals:
1. The election of all nominees as trustees;
2. The ratification or rejection of the selection of
PricewaterhouseCoopers LLP as independent auditors of the Fund for the
fiscal year ending August 31, 1999; and
3. The transaction of any other business that may properly come before the
Meeting or any adjournment thereof.
HOW DO THE FUND'S TRUSTEES RECOMMEND THAT I VOTE?
The Trustees unanimously recommend that you vote:
1. FOR the election of all eight nominees to the position of trustee;
2. FOR the ratification of the selection of PricewaterhouseCoopers LLP as
independent auditors of the Fund for the fiscal year ending August 31,
1999; and
3. FOR the proxyholders to vote, in their discretion, on any other business
as may properly come before the Meeting or any adjournment thereof.
HOW DO I ENSURE THAT MY VOTE IS ACCURATELY RECORDED?
You may attend the Meeting and vote in person or you may complete and return
the proxy card.
Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote for any of the
Proposals 1 through 3, your proxy will be voted as you indicated. If you
simply sign and date the proxy card, but don't specify a vote for any of the
Proposals 1 through 3, your shares will be voted IN FAVOR of the nominees for
Trustee (Proposal 1), IN FAVOR of ratifying the selection of
PricewaterhouseCoopers LLP as independent auditors (Proposal 2), and/or IN
ACCORDANCE with the discretion of the persons named in the proxy card as to
any other matters that properly may come before the Meeting (Proposal 3).
CAN I REVOKE MY PROXY?
You may revoke your proxy at any time before it is voted by: (1) delivering a
written revocation to the Secretary of the Fund, (2) forwarding to the Fund a
later-dated proxy card that is received by the Fund at or prior to the
Meeting, or (3) attending the Meeting and voting in person.
THE PROPOSALS:
PROPOSAL 1: ELECTION OF TRUSTEES
WHO ARE THE NOMINEES?
Frank H. Abbott, III, Harris J. Ashton, S. Joseph Fortunato, Edward B.
Jamieson, Charles B. Johnson, Rupert H. Johnson, Jr., Frank W.T. LaHaye, and
Gordon S. Macklin have been nominated to be Trustees of the Fund, to hold
office until the next Annual Shareholders' Meeting, and until their
successors are elected and qualified to serve. All of the nominees are
currently members of the Board of Trustees (the "Board"). In addition, all of
the current nominees are also directors or trustees of other investment
companies in the Franklin Group of Funds(R) and/or the Templeton Group of
Funds (collectively, the "Franklin Templeton Group of Funds").
Certain Trustees of the Fund hold director and/or officer positions with
Franklin Resources, Inc. ("Resources") and its affiliates. Resources is a
publicly owned holding company. The principal shareholders are Charles B.
Johnson and Rupert H. Johnson, Jr., who own approximately 19% and 15%,
respectively, of Resources' outstanding shares. Resources is primarily
engaged, through its various subsidiaries, in providing investment
management, share distribution, transfer agent and administrative services
to a family of investment companies. Resources is a New York Stock
Exchange, Inc. ("NYSE") listed holding company (NYSE: BEN). Charles B.
Johnson, Chairman of the Board of the Fund, and Rupert H. Johnson, Jr.,
Vice President of the Fund, are brothers.
Each nominee is currently eligible and has consented to serve if elected. If
any of the nominees should become unavailable, the persons named in the proxy
will vote in their discretion for another person or other persons who may be
nominated as Trustees.
Listed below, for each nominee, is a brief description of his recent
professional experience.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
FUND SHARES OWNED IN THE
OWNED BENEFICIALLY FRANKLIN TEMPLETON
AND % OF TOTAL GROUP OF FUNDS
NAME, ADDRESS, PRINCIPAL OCCUPATION LENGTH OUTSTANDING ON (INCLUDING THE FUND) AS
DURING PAST FIVE YEARS AND AGE OF SERVICE NOVEMBER 12, 1998 OF NOVEMBER 12, 1998
- ----------------------------------------------------------------------------------------------
<S> <C>
Frank H. Abbott, III Trustee None 270,290
1045 Sansome Street since
San Francisco, CA 94111 June 1988
President and Director, Abbott Corporation (an investment company); director or
trustee, as the case may be, of 27 of the investment companies in the Franklin
Templeton Group of Funds; and FORMERLY, Director, MotherLode Gold Mines
Consolidated (gold mining) and Vacu-Dry Co. (food processing). Age 78.
Harris J. Ashton Trustee 1,352** 1,105,180
191 Clapboard Ridge Road since
Greenwich, CT 06830 June 1988
Director, RBC Holdings, Inc. (bank holding company) and Bar-S Foods (meat
packing company); director or trustee, as the case may be, of 49 of the
investment companies in the Franklin Templeton Group of Funds; and FORMERLY,
President, Chief Executive Officer and Chairman of the Board, General Host
Corporation (nursery and craft centers). Age 66.
S. Joseph Fortunato Trustee 2,365** 437,525
Park Avenue at Morris County since
P.O. Box 1945 March 1989
Morristown, NJ 07962-1945
Member of the law firm of Pitney, Hardin, Kipp & Szuch; director or trustee, as
the case may be, of 51 of the investment companies in the Franklin Templeton
Group of Funds. Age 66.
SHARES BENEFICIALLY
FUND SHARES OWNED IN THE
OWNED BENEFICIALLY FRANKLIN TEMPLETON
AND % OF TOTAL GROUP OF FUNDS
NAME, ADDRESS, PRINCIPAL OCCUPATION LENGTH OUTSTANDING ON (INCLUDING THE FUND) AS
DURING PAST FIVE YEARS AND AGE OF SERVICE NOVEMBER 12, 1998 OF NOVEMBER 12, 1998
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*Edward B. Jamieson Trustee None 199,537
777 Mariners Island Blvd. since
San Mateo, CA 94404 September 1993
Executive Vice President and Portfolio Manager, Franklin Advisers, Inc.; and
officer and trustee of four of the investment companies in the Franklin
Templeton Group of Funds. Age 50.
*Charles B. Johnson Trustee 1,000** 1,795,726
777 Mariners Island Blvd. since
San Mateo, CA 94404 June 1988
President, Chief Executive Officer and Director, Franklin Resources, Inc.;
Chairman of the Board and Director, Franklin Advisers, Inc., Franklin Investment
Advisory Services, Inc. and Franklin Templeton Distributors, Inc.; Director,
Franklin/Templeton Investor Services, Inc. and Franklin Templeton Services,
Inc.; officer and/or director or trustee, as the case may be, of most of the
other subsidiaries of Franklin Resources, Inc. and of 50 of the investment
companies in the Franklin Templeton Group of Funds. Age 66.
*Rupert H. Johnson, Jr. Trustee 1,000** 18,990,216
777 Mariners Island Blvd. since
San Mateo, CA 94404 June 1988
Executive Vice President and Director, Franklin Resources, Inc. and Franklin
Templeton Distributors, Inc.; President and Director, Franklin Advisers, Inc.
and Franklin Investment Advisory Services, Inc.; Senior Vice President, Franklin
Advisory Services, LLC; Director, Franklin/Templeton Investor Services, Inc.;
and officer and/or director or trustee, as the case may be, of most of the other
subsidiaries of Franklin Resources, Inc. and of 53 of the investment companies
in the Franklin Templeton Group of Funds. Age 58.
SHARES BENEFICIALLY
FUND SHARES OWNED IN THE
OWNED BENEFICIALLY FRANKLIN TEMPLETON
AND % OF TOTAL GROUP OF FUNDS
NAME, ADDRESS, PRINCIPAL OCCUPATION LENGTH OUTSTANDING ON (INCLUDING THE FUND) AS
DURING PAST FIVE YEARS AND AGE OF SERVICE NOVEMBER 12, 1998 OF NOVEMBER 12, 1998
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Frank W.T. LaHaye Trustee 2,250** 906,363
20833 Stevens Creek Blvd. since
Suite 102 June 1988
Cupertino, CA 95014
General Partner, Miller & LaHaye, which is the General Partner of Peregrine
Ventures II (venture capital firm); director or trustee, as the case may be, of
27 of the investment companies in the Franklin Templeton Group of Funds; and
FORMERLY, Director, Fischer Imaging Corporation (medical imaging systems),
Digital Transmission Systems, Inc. (wireless communications) and Quarterdeck
Corporation (software firm), and General Partner, Peregrine Associates, which
was the General Partner of Peregrine Ventures (venture capital firm). Age 70.
Gordon S. Macklin Trustee 3,000** 373,061
8212 Burning Tree Road since
Bethesda, MD 20817 January 1993
Director, Fund American Enterprises Holdings, Inc. (holding company), Martek
Biosciences Corporation, MCI WorldCom (information services), MedImmune, Inc.
(biotechnology), Spacehab, Inc. (aerospace services) and Real 3D (software);
director or trustee, as the case may be, of 49 of the investment companies in
the Franklin Templeton Group of Funds; and formerly, Chairman, White River
Corporation (financial services) and Hambrecht and Quist Group (investment
banking), and President, National Association of Securities Dealers, Inc. Age
70.
</TABLE>
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* Edward B. Jamieson, Charles B. Johnson and Rupert H. Johnson, Jr. are
"interested persons" of the Fund as defined in the Investment Company Act
of 1940, as amended, (the "1940 Act"). The 1940 Act limits the percentage
of interested persons that can comprise a fund's board of trustees. Mr.
Edward B. Jamieson is an interested person due to his employment
affiliation with Resources. Mr. Charles B. Johnson and Mr. Rupert H.
Johnson, Jr. are interested persons due to their ownership interest in
Resources. The remaining Trustees of the Fund are not interested persons
of the Fund (the "Independent Trustees").
** Less than 1% of the outstanding shares of the Fund.
HOW OFTEN DO THE TRUSTEES MEET AND WHAT ARE THEY PAID?
The role of the Trustees is provide general oversight of the Fund's business,
and to ensure that the Fund is operated for the benefit of shareholders. The
Trustees anticipate meeting at least 11 times during the current fiscal year
to review the operations of the Fund and Fund's investment performance. The
Trustees also oversee the services furnished to the Fund by Franklin
Advisers, Inc., the Fund's investment manager, and various other service
providers. The Fund pays the Independent Trustees $225 per month plus $120
per meeting attended. Board members who serve on the audit committee of the
Fund and other funds in the Franklin Templeton Group of Funds receive a flat
fee of $2,000 per committee meeting attended, a portion of which is allocated
to the Fund. Members of a committee are not compensated for any committee
meeting held on the day of a board meeting.
During the fiscal year ended August 31, 1998, there were 11 meetings of the
Board and three meetings of the Audit Committee. Each of the Trustees
attended at least 75% of the total number of meetings of the Board, except
Edward B. Jamieson who attended 73%. There was 100% attendance at the
meetings of the Audit Committee.
Certain Trustees and Officers of the Fund are shareholders of Resources and
may be deemed to receive indirect remuneration due to their participation in
the management fees and other fees received from the Franklin Templeton Group
of Funds by the Investment Manager and its affiliates. The Investment Manager
or its affiliates pay the salaries and expenses of the Officers. No pension
or retirement benefits are accrued as part of Fund expenses.
The following table shows the fees paid to noninterested board members by the
Fund and by the Franklin Templeton Group of Funds.
NUMBER OF
BOARDS WITHIN THE
FRANKLIN TEMPLETON TOTAL FEES
AGGREGATE GROUP OF FUNDS ON RECEIVED FROM THE
COMPENSATION WHICH TRUSTEE FRANKLIN TEMPLETON
NAME OF TRUSTEE FROM THE FUND** SERVES*** GROUP OF FUNDS****
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Frank H. Abbott, III $3,578 27 $159,051
Harris J. Ashton 3,409 49 361,157
S. Joseph Fortunato 3,355 51 361,562
David W. Garbellano* 200 N/A 0
Frank W.T. LaHaye 3,578 27 163,753
Gordon S. Macklin 3,409 49 361,157
* Deceased September 27, 1997.
** For the fiscal year ended August 31, 1998. During the period from
September 1, 1997 through May 31, 1998, fees at the rate of $200 per
month plus $100 per meeting attended were in effect.
*** We base the number of boards on the number of registered investment
companies in the Franklin Templeton Group of Funds. This number does not
include the total number of series or funds within each investment
company for which the Board members are responsible. The Franklin
Templeton Group of Funds currently includes 54 registered investment
companies, with approximately 163 U.S. based funds or series.
**** For the calendar year ended December 31, 1998.
The preceding table indicates the total fees paid to Trustees by the Fund
individually and all of the funds in the Franklin Templeton Group of Funds.
These Trustees also serve as directors or trustees of other investment
companies in the Franklin Templeton Group of Funds, many of which hold
meetings at different dates and times. The Trustees believe that having the
same individuals serving on the boards of many of the funds in the Franklin
Templeton Group of Funds enhances the ability of each fund to obtain, at a
relatively modest cost to each separate fund, the services of high caliber,
experienced and knowledgeable Independent Trustees who can more effectively
oversee the management of the funds.
Board members historically have followed a policy of having substantial
investments in one or more of the funds in the Franklin Templeton Group of
Funds, as is consistent with their individual financial goals. In February
1998, this policy was formalized through adoption of a requirement that each
board member invest one-third of fees received for serving as a director or
trustee of a Templeton fund in shares of one or more Templeton funds and
one-third of fees received for serving as a director or trustee of a Franklin
fund in shares of one or more Franklin funds until the value of such
investments equals or exceeds five times the annual fees paid such Board
member. Investments in the name of family members or entities controlled by a
Board member constitute fund holdings of such Board member for purposes of
this policy, and a three year phase-in period applies to such investment
requirements for newly elected Board members. In implementing such policy, a
Board member's fund holdings existing on February 27, 1998, are valued as of
such date with subsequent investments valued at cost.
WHO ARE THE EXECUTIVE OFFICERS OF THE FUND?
OFFICERS OF THE FUND ARE APPOINTED BY THE TRUSTEES AND SERVE AT THE PLEASURE
OF THE BOARD. LISTED BELOW, FOR EACH EXECUTIVE OFFICER, IS A BRIEF
DESCRIPTION OF HIS OR HER RECENT PROFESSIONAL EXPERIENCE:
PRINCIPAL OCCUPATION DURING PAST
NAME, ADDRESS, OFFICES WITH THE FUND FIVE YEARS AND AGE
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Harmon E. Burns
777 Mariners Island Blvd.
San Mateo, CA 94404
VICE PRESIDENT SINCE 1988
Executive Vice President and Director, Franklin Resources, Inc., Franklin
Templeton Distributors, Inc. and Franklin Templeton Services, Inc.;
Executive Vice President, Franklin Advisers, Inc.; Director, Franklin
Investment Advisory Services, Inc. and Franklin/Templeton Investor
Services, Inc.; and officer and/or director or trustee, as the case may
be, of most of the other subsidiaries of Franklin Resources, Inc. and of
53 of the investment companies in the Franklin Templeton Group of Funds.
Age 54.
PRINCIPAL OCCUPATION DURING PAST
NAME, ADDRESS, OFFICES WITH THE FUND FIVE YEARS AND AGE
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Martin L. Flanagan
777 Mariners Island Blvd.
San Mateo, CA 94404
VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER SINCE 1995
Senior Vice President and Chief Financial Officer, Franklin Resources, Inc.,
Franklin/Templeton Investor Services, Inc. and Franklin Mutual Advisers, LLC;
Executive Vice President, Chief Financial Officer and Director, Templeton
Worldwide, Inc.; Executive Vice President, Chief Operating Officer and
Director, Templeton Investment Counsel, Inc.; Executive Vice President and
Chief Financial Officer, Franklin Advisers, Inc.; Chief Financial Officer,
Franklin Advisory Services, LLC and Franklin Investment Advisory Services,
Inc.; President and Director, Franklin Templeton Services, Inc.; officer
and/or director of some of the other subsidiaries of Franklin Resources,
Inc.; and officer and/or director or trustee, as the case may be, of 53 of
the investment companies in the Franklin Templeton Group of Funds. Age 38.
Deborah R. Gatzek
777 Mariners Island Blvd.
San Mateo, CA 94404
VICE PRESIDENT SINCE 1992 AND
SECRETARY SINCE 1988
Senior Vice President and General Counsel, Franklin Resources, Inc.; Senior
Vice President, Franklin Templeton Services, Inc. and Franklin Templeton
Distributors, Inc.; Executive Vice President, Franklin Advisers, Inc.; Vice
President, Franklin Advisory Services, LLC and Franklin Mutual Advisers, LLC;
Vice President, Chief Legal Officer and Chief Operating Officer, Franklin
Investment Advisory Services, Inc.; and officer of 54 of the investment
companies in the Franklin Templeton Group of Funds. Age 50.
Edward B. Jamieson See Proposal 1, "Election of Trustees"
777 Mariners Island Blvd.
San Mateo, CA 94404
PRESIDENT SINCE 1993
Charles B. Johnson See Proposal 1, "Election of Trustees"
777 Mariners Island Blvd.
San Mateo, CA 94404
CHAIRMAN OF THE BOARD SINCE 1993
Rupert H. Johnson, Jr. See Proposal 1, "Election of Trustees"
777 Mariners Island Blvd.
San Mateo, CA 94404
SENIOR VICE PRESIDENT SINCE 1988
Diomedes Loo-Tam
777 Mariners Island Blvd.
San Mateo, CA 94404
Treasurer and Principal
ACCOUNTING OFFICER SINCE 1995
Senior Vice President, Franklin Templeton Services, Inc.; and officer of 32
of the investment companies in the Franklin Templeton Group of Funds.
Age 60.
PRINCIPAL OCCUPATION DURING PAST
NAME, ADDRESS, OFFICES WITH THE FUND FIVE YEARS AND AGE
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Edward V. McVey
777 Mariners Island Blvd.
San Mateo, CA 94404
VICE PRESIDENT SINCE 1988
Senior Vice President and National Sales Manager, Franklin Templeton
Distributors, Inc.; and officer of 28 of the investment companies in the
Franklin Templeton Group
of Funds. Age 61.
R. Martin Wiskemann
777 Mariners Island Blvd.
San Mateo, CA 94404
VICE PRESIDENT SINCE 1988
Senior Vice President, Portfolio Manager and Director, Franklin Advisers,
Inc.; Senior Vice President, Franklin Management, Inc.; Vice President and
Director, ILA Financial Services, Inc.; and officer and/or director or
trustee, as the case may be, of 15 of the investment companies in the
Franklin Templeton Group of Funds. Age 72.
PROPOSAL 2: RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT
AUDITORS
HOW ARE INDEPENDENT AUDITORS SELECTED?
The Board has a standing Audit Committee consisting of Messrs. Abbott and
LaHaye, both of whom are Independent Trustees. The Audit Committee submits a
recommendation to the full Board with respect to the selection of auditors.
WHICH INDEPENDENT AUDITORS DID THE BOARD SELECT?
For the fiscal year ending August 31, 1999, the Board, including all of the
Independent Trustees, selected as auditors the firm of PricewaterhouseCoopers
LLP, 333 Market Street, San Francisco, CA 94105. Coopers & Lybrand L.L.P.
served as the independent auditors for the Fund since its inception in 1988
until 1998. PricewaterhouseCoopers LLP is the successor entity to a 1998
combination of Coopers & Lybrand L.L.P. with Price Waterhouse LLP. The
auditors give an opinion on the financial statements in the Fund's Annual
Report to Shareholders. PricewaterhouseCoopers LLP has advised the Fund that
neither the firm nor any of its members have any material direct or indirect
financial interest in the Fund.
Representatives of PricewaterhouseCoopers LLP are not expected to be present
at the Meeting.
PROPOSAL 3: OTHER BUSINESS
The Trustees do not intend to bring any matters before the Meeting other than
Proposals 1 and 2 and are not aware of any other matters to be brought before
the Meeting by others. If any other matters do properly come before the
Meeting, the persons named in the enclosed proxy will use their best judgment
in voting on such matters.
INFORMATION ABOUT THE FUND
THE INVESTMENT MANAGER. Franklin Advisers, Inc. ("Advisers"), 777 Mariners
Island Blvd., San Mateo, California 94404 serves as the Fund's investment
manager. Advisers is a wholly owned subsidiary of Resources, a publicly
owned holding company.
THE FUND ADMINISTRATOR. Under an agreement with Advisers, Franklin
Templeton Services, Inc. ("FT Services"), whose principal address is also
777 Mariners Island Blvd., San Mateo, CA 94404, provides certain
administrative services and facilities for the Fund. FT Services is a
wholly owned subsidiary of Resources.
THE TRANSFER AGENT. The transfer agent, registrar and dividend disbursement
agent for the Fund is PNC Bank, National Association, 400 Bellevue Parkway,
Wilmington, DE 19809.
THE CUSTODIAN. Bank of New York, Mutual Funds Division, 90 Washington Street,
New York, NY 10286, acts as custodian of the Fund's securities and other
assets.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS. The Fund's last audited
financial statements and annual report, dated August 31, 1998, are available
free of charge. To obtain a copy, please call 1-800/DIAL BEN(R) or forward a
written request to Franklin/Templeton Investor Services, Inc., 777 Mariners
Island Blvd, P.O. Box 7777, San Mateo, CA 94403-7777.
PRINCIPAL SHAREHOLDERS. As of March 29, 1999, the Fund had 26,864,621.986
shares outstanding and total net assets of $244,766,176. The Fund's shares
are listed on the NYSE (symbol: FT). From time to time, the number of shares
held in "street name" accounts of various securities dealers for the benefit
of their clients may exceed 5% of the total shares outstanding. To the
knowledge of the Fund's management, as of March 29, 1999, there were no other
entities holding beneficially or of record more than 5% of the Fund's
outstanding shares.
In addition, to the knowledge of the Fund's management, as of November 12,
1998, no Trustee of the Fund owned 1% or more of the outstanding shares of
the Fund, and the Officers and Trustees of the Fund owned, as a group, less
than 1% of the outstanding shares of the Fund.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
SOLICITATION OF PROXIES. The cost of soliciting these proxies will be borne
by the Fund. The Fund reimburses brokerage firms and others for their
expenses in forwarding proxy material to the beneficial owners and soliciting
them to execute proxies. In addition the Fund may retain a professional proxy
solicitation firm to assist with any necessary solicitation of proxies. The
Fund expects that the solicitation will be primarily by mail, but also may
include telephone, telecopy or oral solicitations. The Fund does not
reimburse Trustees and Officers of the Fund, or regular employees and agents
of Advisers involved in the solicitation of proxies. The Fund intends to pay
all costs associated with the solicitation and the Meeting.
In addition to solicitations by mail, some of the Officers and employees of
the Fund, Advisers and its affiliates, without extra compensation, may
conduct additional solicitations by telephone, personal interviews and other
means.
VOTING BY BROKER-DEALERS. The Fund expects that, before the Meeting,
broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and
beneficial owners. If these instructions are not received by the date
specified in the broker-dealer firms' proxy solicitation materials, the Fund
understands that NYSE Rules permit the broker-dealers to vote on the items to
be considered at the Meeting on behalf of their customers and beneficial
owners. Certain broker-dealers may exercise discretion over shares held in
their name for which no instructions are received by voting those shares in
the same proportion as they vote shares for which they received instructions.
QUORUM. Forty percent of the shares entitled to vote - present in person or
represented by proxy - constitutes a quorum at the Meeting. The shares over
which broker-dealers have discretionary voting power, the shares that
represent "broker non-votes" (i.e., shares held by brokers or nominees as to
which: (i) instructions have not been received from the beneficial owners or
persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter), and the shares whose
proxies reflect an abstention on any item are all counted as shares present
and entitled to vote for purposes of determining whether the required quorum
of shares exists.
REQUIRED VOTE. Provided that a quorum is present, Proposal 1, the election of
Trustees, requires that the eight nominees receiving the greatest number of
votes cast at the Meeting will be elected. All voting rights are
non-cumulative, which means that the holders of more than 50% of the shares
voting for the election of Trustees can elect 100% of such Trustees if they
choose to do so, and in such event, the holders of the remaining shares
voting will not be able to elect any Trustees. Proposal 2, ratification of
the selection of independent auditors, requires the affirmative vote of a
majority of the Fund's shares present and voting on the Proposal at the
Meeting. Proposal 3, the transaction of any other business, is expected to
require the affirmative vote of a majority of the Fund's shares present and
voting on the Proposal at the Meeting. Abstentions and broker non-votes will
be treated as votes not cast and, therefore, will not be counted for purposes
of obtaining approval of Proposals 1, 2, and 3.
ADJOURNMENT. In the event that sufficient votes in favor of the Proposals set
forth in the Notice of 1999 Annual Shareholders' Meeting are not received by
the date of the Meeting, the persons named in the enclosed proxy may propose
one or more adjournments of the Meeting for a period or periods of not more
than 60 days in the aggregate. This will permit further solicitation of
proxies, even though a quorum is present. Any adjournment will require the
affirmative vote of a majority of the votes cast on the questions, in person
or by proxy, at the session of the Meeting to be adjourned. The costs of any
such additional solicitation and of any adjourned session would be paid by
the Fund.
SHAREHOLDER PROPOSALS. The Fund anticipates that its next annual
shareholders' meeting will be held in April, 2000. Shareholder proposals to
be presented at the next annual meeting must be received at the Fund's
offices, 777 Mariners Island Boulevard, San Mateo, CA 94404, no later than
October 15, 1999 in order to be included in the Fund's proxy statement and
proxy card relating to that meeting and presented at that meeting. Submission
of a proposal by a shareholder does not guarantee that the proposal will be
included in the proxy statement. A shareholder who wishes to make a proposal
at the 2000 annual shareholders' meeting without including the proposal in
the Fund's proxy statement must notify the Fund at the Fund's offices, of
such proposal by January 2, 2000. If a shareholder fails to give notice by
this date, then the persons named as proxies in the proxies solicited by the
Board for the 2000 annual shareholders' meeting may exercise discretionary
voting power with respect to any such proposal.
By order of the Board of Trustees,
Deborah R. Gatzek
Secretary
Dated: April 15, 1999
San Mateo, California
FRANKLIN UNIVERSAL TRUST PROXY
ANNUAL SHAREHOLDER'S MEETING - MAY 27, 1999
The undersigned hereby revokes all previous proxies for his shares and appoints
Harmon E. Burns, Rupert H. Johnson, Jr., and Deborah R. Gatzek, and each of
them, proxies of the undersigned with full power of substitution to vote all
shares of Franklin Universal Trust (the "Fund") which the undersigned is entitle
to vote at the Fund's Annual Meeting to be held at 777 Mariners Island Blvd.,
San Mateo, California at 2:00 p.m. Pacific time on the 27th day of May, 1999,
including any adjournments thereof, upon such business as may properly be
brought before the meeting.
- --------------------------------------------------------------------------------
1. Election of Trustees: Frank H. Abbott, III, [ ] FOR all the nominees
Harris J. Ashton, S. Joseph listed to the left
Fortunato, Edward B. except as marked to the
Jamieson, Charles B. contrary)
Johnson, Rupert H. Johnson,
Jr., Frank W.T. LaHaye, [ ] WITHHOLD AUTHORITY (to
Gordon S. Macklin vote for all nominees
listed to the left)
- --------------------------------------------------------------------------------
2. Ratification of the selection of NOTE: To withhold authority
PricewaterhouseCoopers LLP, as the independent to vote for any individual
auditors for the Fund for the nominee, strike a line
fiscal year ending August 31, 1999. through the nominee's name in
the list to the left.
- --------------------------------------------------------------------------------
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD UNANIMOUSLY
RECOMMENDS THAT YOU VOTE IN
FAVOR OF PROPOSAL 2.
Continued and to be signed on reverse side.
3. To grant the proxyholders the authority to vote upon any other business that
may legally come before the meeting.
[ ] GRANT [ ] WITHHOLD
PLEASE SIGN AND PROMPLTLY RETURN IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE U.S.
This proxy is solicited on behalf of the Board of Trustees. It will be voted as
specified. If no specification is made, this proxy shall be voted in favor of
both Proposals (including all nominees for trustees). If any other matters
properly come before the meeting about which the proxyholders were not aware
prior to the time of the solicitation, authorization is given the proxyholders
to vote in accordance with the views of management thereon. The management is
not aware of any such matters.
Dated __________________________
________________________________
Signature
________________________________
Signature
Note: Please sign exactly as your name
appears on this proxy. If signing for
estates, trusts, or corporations,
title or capacity should be stated. If
shares are held jointly, each holder
must sign.
