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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (section)240.14a-11(c) or
(section)240-14a-12
Franklin Principal Maturity Trust
(Name of Registrant as Specified In its Charter)
Franklin Principal Maturity Trust
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(3) or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
IMPORTANT INFORMATION FOR SHAREHOLDERS OF
FRANKLIN PRINCIPAL MATURITY TRUST
The enclosed materials include your proxy statement and proxy card. The proxy
card serves as a ballot which allows you to express your views on two issues of
Franklin Principal Maturity Trust's (the "Fund") operations. To assure that your
votes are cast in accordance with your preferences, please fill out and sign the
proxy card, and return it in the accompanying postage-prepaid envelope to the
Fund.
The Fund requests your vote on two matters-the election of Trustees and the
confirmation of the Board of Trustees' appointment of the independent auditors
for the Fund-which are annually presented to the Fund's shareholders for their
consideration. Please complete, sign and mail the proxy card to the Fund to
reduce the need to spend money to conduct additional or follow-up solicitations
of shareholders.
We look forward to receiving your votes on the proposed matters. Please take a
moment to review these materials and return your proxy to the Fund.
TABLE OF CONTENTS
A Letter from the Chairman
Notice of Annual Meeting of Shareholders
The Proxy Statement ............................. 1
Proposal 1 ...................................... 2
Proposal 2 ...................................... 7
Other Information................................ 7
777 Mariners Island Blvd.
P.O. Box 7777
San Mateo, CA 94403-7777
415/312-3000
A LETTER FROM THE CHAIRMAN
Dear Fellow Shareholders:
I am writing to request that you consider two matters that relate to your
Franklin Principal Maturity Trust (the "Fund"). The Board of Trustees (the
"Board") of the Fund asks that you cast your vote on two issues:
1. Electing a Board of Trustees; and
2. Ratifying the appointment by the Trustees of Coopers & Lybrand L.L.P. as
the independent auditors for the Fund for its current fiscal year.
Each year, in accordance with legal requirements, the Fund submits the election
of Trustees and the approval of the Fund's auditors to a shareholder vote. As in
past years, we recommend that you confirm the Board's recommendations by
electing the proposed Trustees and ratifying the selection of the auditors.
The proxy statement includes explanatory notes (in italics) that are designed to
provide you with a simpler and more concise explanation of certain issues. Much
of the information in the proxy statement is technical and required by the
various regulations that govern the Fund and we hope that the use of this format
will be helpful to you.
The vote of each shareholder is important to the Fund. On behalf of the
Trustees, thank you in advance for the consideration of these issues and for
promptly returning your proxy card.
Sincerely,
Charles B. Johnson
Chairman
THE NOTICE, SET FORTH BELOW, CONSTITUTES THE FORMAL AGENDA FOR THE ANNUAL
MEETING OF SHAREHOLDERS. THE NOTICE SPECIFIES WHAT ISSUES WILL BE CONSIDERED BY
SHAREHOLDERS, AND THE TIME AND LOCATION OF THE MEETING.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. IF YOU
DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON
THE PROXY CARD, WHICH IS INCLUDED WITH THESE MATERIALS, DATE AND SIGN IT, AND
RETURN IT IN THE ENVELOPE PROVIDED. THIS IS ADDRESSED FOR YOUR CONVENIENCE AND
NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES ("U.S."). IN ORDER TO AVOID THE
ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, PLEASE MAIL IN YOUR
EXECUTED PROXY PROMPTLY.
FRANKLIN PRINCIPAL MATURITY TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 16, 1997
To the Shareholders of Franklin Principal Maturity Trust:
Notice is hereby given that the Annual Meeting of Shareholders (the "Meeting")
of Franklin Principal Maturity Trust (the "Fund") will be held at the offices of
the Fund, 777 Mariners Island Blvd., San Mateo, California, 94404 at 3:00 p.m.
Pacific time, on July 16, 1997, to consider the following matters:
1. To elect a Board of Trustees of the Fund.
2. To ratify the selection of Coopers & Lybrand L.L.P., as independent
auditors for the Fund for the current fiscal year.
3. To consider any other business (none being known to the Board as of the
date of this Notice) as may properly come before the Meeting.
As provided in the Fund's By-Laws, the Board of Trustees has fixed the close of
business on April 28, 1997, as the record date for the determination of
shareholders entitled to notice of and to vote at the Meeting. Shareholders who
appear on the Fund's books on the record date ("shareholders of record") will be
entitled to vote at the Meeting or any adjournments thereof.
By Order of the Board of Trustees,
DEBORAH R. GATZEK
Secretary
San Mateo, California
Dated: May 16, 1997
PLEASE RETURN YOUR PROXY CARD PROMPTLY
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
THE PROXY STATEMENT, WHICH BEGINS BELOW, IS DESIGNED TO FURNISH SHAREHOLDERS
WITH THE INFORMATION NECESSARY TO VOTE ON THE MATTERS LISTED IN THE NOTICE.
CERTAIN OF THE INFORMATION IN THE PROXY STATEMENT MUST BE INCLUDED BECAUSE OF
REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC").
FRANKLIN PRINCIPAL MATURITY TRUST
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 16, 1997
SOLICITATION, REVOCATION AND VOTING OF PROXIES
The enclosed proxy is solicited by and on behalf of the management of Franklin
Principal Maturity Trust (the "Fund") in connection with the annual meeting of
shareholders to be held July 16, 1997 (the "Meeting"). You may revoke your
previously granted proxy at any time before it is exercised (1) by delivering a
written notice to the Fund expressly revoking your proxy, (2) by signing and
forwarding to the Fund a later-dated proxy, or (3) by attending the Meeting and
casting your vote in person. The cost of soliciting these proxies will be borne
by the Fund. In addition to solicitations by mail, some of the officers and
employees of the Fund, the Fund's investment adviser, Franklin Advisers, Inc.,
and its affiliates, without extra compensation, may conduct additional
solicitations by telephone, telegraph and personal interviews. An outside
professional soliciting firm may also be retained to aid in the solicitation of
proxies, at the Fund's expense. It is expected that this proxy statement will be
first mailed to shareholders on or about May 16, 1997.
THE FUND IS REQUESTING YOUR VOTE ON TWO MATTERS AT THE MEETING. THE BOARD OF
TRUSTEES (THE "BOARD") RECOMMENDS THAT SHAREHOLDERS VOTE:
(1) FOR THE ELECTION AS TRUSTEES OF THE NOMINEES, AND
(2) FOR THE RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND L.L.P. AS
INDEPENDENT AUDITORS
The proxyholders will vote all proxies received in accordance with the
directions in each proxy. It is anticipated that, absent contrary instructions,
the enclosed proxy will be voted: FOR the election as Trustees of the nominees
named hereinafter, but the proxyholders may vote for other persons if any
nominees are unable to serve; FOR the ratification of the selection of Coopers &
Lybrand L.L.P., Certified Public Accountants, as independent auditors for the
Fund for the fiscal year ending November 30, 1997. Proxyholders may also vote on
other business (none is known at this date) as may legally come before the
Meeting. Under relevant state law and the Fund's trust documents, abstentions
and broker non-votes will be counted to determine whether a quorum is present at
the Meeting, but will not be counted for purposes of determining whether matters
to be voted upon at the Meeting have been approved.
VOTING OF SECURITIES
Shareholders of record on the Fund's books at the close of business on April 28,
1997, are entitled to vote at the Meeting or any adjournments thereof. On that
date, the Fund had 20,462,600 shares of beneficial interest ("Shares")
outstanding, each Share being entitled to one vote.
Occasionally, the number of Shares of the Fund held in the "street name"
accounts of various securities dealers for the benefit of their clients may
exceed 5% of the total Shares outstanding. As of April 28, 1997, to the Fund's
knowledge, no person beneficially owns more than 5% of the Fund's outstanding
Shares.
PROPOSAL 1: ELECTION OF TRUSTEES
THE ROLE OF TRUSTEES IS TO PROVIDE GENERAL OVERSIGHT OF THE FUND'S BUSINESS, AND
TO ENSURE THAT THE FUND IS OPERATED FOR THE BENEFIT OF SHAREHOLDERS. THE
TRUSTEES MEET MONTHLY, AND REVIEW THE FUND'S INVESTMENT PERFORMANCE. THE
TRUSTEES ALSO OVERSEE THE SERVICES FURNISHED TO THE FUND BY ITS INVESTMENT
ADVISER AND VARIOUS OTHER SERVICE PROVIDERS.
All of the nominees have consented to serve as trustees if elected. However, if
any nominee is not available for election at the time of the Meeting, the
proxyholders may vote for any other person in their discretion, or they may
choose not to elect or vote to elect anyone to fill the position. Provided that
a quorum is present, the nine nominees receiving the greatest number of votes
will be elected.
Trustees who are "interested persons" of the Fund, as defined in the Investment
Company Act of 1940, as amended, are designated by an asterisk(*).
SHARES
BENEFICIALLY OWNED
IN THE FRANKLIN
FUND SHARES TEMPLETON GROUP OF
BENEFICIALLY FUNDS (INCLUDING
NAME, AGE, ADDRESS, AND OWNED AS OF THE FUND) AS OF
FIVE-YEAR BUSINESS EXPERIENCE TERM OF OFFICE APRIL 18, 1997 APRIL 18, 1997
- --------------------------------------------------------------------------------
Frank H. Abbott, III (76) Trustee since 1988 None 711,398
1045 Sansome St.
San Francisco, CA 94111
President and Director, Abbott Corporation (an investment company); and
director, trustee or managing general partner, as the case may be, of 32 of the
investment companies in the Franklin Templeton Group of Funds.
Harris J. Ashton (64) Trustee since 1988 500 270,600
General Host Corporation
Metro Center, 1 Station Place
Stamford, CT 06904-2045
President, Chief Executive Officer and Chairman of the Board, General Host
Corporation (nursery and craft centers); Director, RBC Holdings, Inc. (a bank
holding company) and Bar-S Foods (a meat packing company); and director, trustee
or managing general partner, as the case may be, of 56 of the investment
companies in the Franklin Templeton Group of Funds.
S. Joseph Fortunato (64) Trustee since 1989 100 372,998
Park Avenue at Morris County
P. O. Box 1945
Morristown, NJ 07962-1945
Member of the law firm of Pitney, Hardin, Kipp & Szuch; Director of General Host
Corporation; director, trustee or managing general partner, as the case may be,
of 58 of the investment companies in the Franklin Templeton Group of Funds.
SHARES
BENEFICIALLY OWNED
IN THE FRANKLIN
FUND SHARES TEMPLETON GROUP OF
BENEFICIALLY FUNDS (INCLUDING
NAME, AGE, ADDRESS, AND OWNED AS OF THE FUND) AS OF
FIVE-YEAR BUSINESS EXPERIENCE TERM OF OFFICE APRIL 18, 1997 APRIL 18, 1997
- --------------------------------------------------------------------------------
David W. Garbellano (82) Trustee since 1988 100 177,889
111 New Montgomery St., #402
San Francisco, CA 94105
Private Investor; Assistant Secretary/Treasurer and Director, Berkeley Science
Corporation (a venture capital company); and director, trustee or managing
general partner, as the case may be, of 31 of the investment companies in the
Franklin Templeton Group of Funds.
*Edward B. Jamieson (48) President and Trustee None 168,933
777 Mariners Island Blvd. since 1993
San Mateo, CA 94404
Senior Vice President and Portfolio Manager, Franklin Advisers, Inc.; and
officer and/or director or trustee of five of the investment companies in the
Franklin Templeton Group of Funds.
*Charles B. Johnson (64) Chairman of the Board 1,808 2,076,567
777 Mariners Island Blvd. since 1993 and
San Mateo, CA 94404 Trustee since 1988
President 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 General Host Corporation; and officer and/or director,
trustee or managing general partner, as the case may be, of most other
subsidiaries of Franklin Resources, Inc. and of 57 of the investment companies
in the Franklin Templeton Group of Funds.
*Rupert H. Johnson, Jr.(56) Vice President and Trustee 1,000 15,384,135
777 Mariners Island Blvd. since 1988
San Mateo, CA 94404
Executive Vice President and Director, Franklin Resources, Inc. and Franklin
Templeton Distributors, Inc.; President and Director, Franklin Advisers, Inc.;
Senior Vice President and Director, Franklin Advisory Services, Inc. and
Franklin Investment Advisory Services, Inc.; Director, Franklin/Templeton
Investor Services, Inc.; and officer and/or director, trustee or managing
general partner, as the case may be, of most of the other subsidiaries of
Franklin Resources, Inc. and of 61 of the investment companies in the Franklin
Templeton Group of Funds.
Frank W. T. LaHaye (68) Trustee since 1988 1,000 585,592
20833 Stevens Creek Blvd.
Suite 102
Cupertino, CA 95014
General Partner, Peregrine Associates and Miller & LaHaye, which are General
Partners of Peregrine Ventures and Peregrine Ventures II (venture capital
firms); Chairman of the Board and Director, Quarterdeck Corporation (software
firm); Director, Fischer Imaging Corporation (medical imaging systems) and
Digital Transmission Systems, Inc. (wireless communications); and director or
trustee, as the case may be, of 27 of the investment companies in the Franklin
Templeton Group of Funds.
SHARES
BENEFICIALLY OWNED
IN THE FRANKLIN
FUND SHARES TEMPLETON GROUP OF
BENEFICIALLY FUNDS (INCLUDING
NAME, AGE, ADDRESS, AND OWNED AS OF THE FUND) AS OF
FIVE-YEAR BUSINESS EXPERIENCE TERM OF OFFICE APRIL 18, 1997 APRIL 18, 1997
- --------------------------------------------------------------------------------
Gordon S. Macklin (68) Trustee since 1993 None 165,409
8212 Burning Tree Road
Bethesda, MD 20817
Chairman, White River Corporation (information and financial services);
Director, Fund American Enterprises Holdings, Inc. (financial services), MCI
Communications Corporation, CCC Information Services Group, Inc. (information
services), MedImmune, Inc. (biotechnology), Source One Mortgage Services
Corporation (financial services), Shoppers Express (home shopping), Spacehab,
Inc. (aerospace services); and director, trustee or managing general partner, as
the case may be, of 53 of the investment companies in the Franklin Templeton
Group of Funds; formerly Chairman, Hambrecht and Quist Group (venture capital
and investment banking); Director, H & Q Healthcare Investors (investment
trust); and President, National Association of Securities Dealers, Inc.
THE TRUSTEES ARE PAID A FIXED FEE FROM THE FUND FOR SERVING ON THE BOARD. EACH
OF THE TRUSTEES ALSO SERVE AS TRUSTEES, DIRECTORS OR MANAGING GENERAL PARTNERS
OF OTHER INVESTMENT COMPANIES IN THE FRANKLIN TEMPLETON GROUP OF FUNDS. THERE IS
ONE COMMITTEE OF THE BOARD-THE AUDIT COMMITTEE-WHICH FURNISHES THE BOARD WITH
RECOMMENDATIONS REGARDING THE SELECTION OF AUDITORS.
Trustees not affiliated with the investment manager ("nonaffiliated trustees")
are currently paid fees of $1,200 per year plus $100 per meeting attended and
are reimbursed for expenses incurred in connection with attending such meetings.
As indicated above, each of the Fund's nonaffiliated trustees also serve as
directors, trustees or managing general partners of other investment companies
in the Franklin Templeton Group of Funds. The trustees and the Fund's management
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. They may receive fees for their
services from other funds, as well. All Trustees maintain significant
investments in the Franklin Templeton Group of Funds although the Fund does not
require trustees to hold shares of the Fund. The following table indicates the
total fees paid to nonaffiliated trustees by the Fund AND by other funds in the
Franklin Templeton Group of Funds.
NUMBER OF
TOTAL FEES BOARDS IN THE
TOTAL FEES RECEIVED FROM THE FRANKLIN TEMPLETON
RECEIVED FROM FRANKLIN TEMPLETON GROUP OF FUNDS ON
NAME THE FUND* GROUP OF FUNDS*** WHICH EACH SERVES**
Frank H. Abbott, III ..... $2,300 $165,236 32
Harris J. Ashton.......... 2,300 343,591 56
S. Joseph Fortunato....... 2,300 360,411 58
David W. Garbellano....... 2,300 148,916 31
Frank W. T. LaHaye........ 2,200 139,233 27
Gordon S. Macklin......... 2,300 335,541 53
*For the fiscal year ended November 30, 1996.
**For the calendar year ended December 31, 1996.
***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 62 registered investment companies, with approximately 170 U.S. based
funds or series.
Nonaffiliated trustees are reimbursed for expenses incurred in connection with
attending Board meetings. Each fund in the Franklin Templeton Group of Funds for
which they serve as director, trustee or managing general partners pays a share
of these expenses. No officer or trustee received any other compensation
directly from the Fund. Certain officers or trustees who are shareholders of
Franklin Resources, Inc. ("Resources") may be deemed to receive indirect
remuneration by virtue of their participation in the fees received by
subsidiaries of Resources.
During the last fiscal year, there were 11 meetings of the Board. All of the
Trustees attended at least 75% of such meetings. Messrs. Abbott, Garbellano and
LaHaye compose the Audit Committee of the Board with the function of making
recommendations to the full Board with respect to the selection of auditors. The
Audit Committee met twice during the fiscal year ended November 30, 1996. The
Fund currently does not have a standing nominating or compensation committee of
the Board.
THE EXECUTIVE OFFICERS OF THE FUND OTHER THAN THOSE LISTED ABOVE ARE:
NAME, AGE, ADDRESS, AND FIVE-YEAR BUSINESS EXPERIENCE LENGTH OF SERVICE
Harmon E. Burns (52) Vice President since 1988
777 Mariners Island Blvd.
San Mateo, CA 94404
Executive Vice President, Secretary and Director, Franklin Resources, Inc.;
Executive Vice President and Director, Franklin Templeton Distributors, Inc.;
Executive Vice President, Franklin Advisers, Inc. and Franklin Templeton
Services, Inc.; Director, Franklin/Templeton Investor Services, Inc.; officer
and/or director, as the case may be, of most of the other subsidiaries of
Franklin Resources, Inc.; and officer and/or director or trustee of 61 of the
investment companies in the Franklin Templeton Group of Funds.
Martin L. Flanagan (36) Vice President and 777 Mariners Island Blvd.
San Mateo, CA 94404 Chief Financial Officer since 1995
Senior Vice President, Chief Financial Officer and Treasurer, Franklin
Resources, Inc.; President, Franklin Templeton Services, Inc.; Executive Vice
President, Templeton Worldwide, Inc.; Senior Vice President and Treasurer,
Franklin Advisers, Inc. and Franklin Templeton Distributors, Inc.; Senior Vice
President, Franklin/Templeton Investor Services, Inc.; Treasurer, Franklin
Advisory Services, Inc. and Franklin Investment Advisory Services, Inc.; officer
of most of the other subsidiaries of Franklin Resources, Inc.; and officer,
director and/or trustee of 61 of the investment companies in the Franklin
Templeton Group of Funds.
Deborah R. Gatzek (48) Vice President since 1992
777 Mariners Island Blvd. and Secretary since 1988
San Mateo, CA 94404
Senior Vice President and General Counsel, Franklin Resources, Inc.; Senior Vice
President, Franklin Templeton Services, Inc. and Franklin Templeton
Distributors, Inc.; Vice President, Franklin Advisers, Inc., Franklin Advisory
Services, Inc. and Franklin Investment Advisory Services, Inc.; and officer of
61 of the investment companies in the Franklin Templeton Group of Funds.
NAME, AGE, ADDRESS, AND FIVE-YEAR BUSINESS EXPERIENCE LENGTH OF SERVICE
Charles E. Johnson (40) Vice President 1988
500 East Broward Blvd.
Fort Lauderdale, FL 33394-3091
President 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 General Host Corporation; and officer and/or director,
trustee or managing general partner, as the case may be, of most other
subsidiaries of Franklin Resources, Inc. and of 57 of the investment companies
in the Franklin Templeton Group of Funds.
Diomedes Loo-Tam (58) Treasurer and Principal Accounting Officer
777 Mariners Island Blvd. since 1995
San Mateo, CA 94404
Employee of Franklin Advisers, Inc.; and officer of 38 of the investment
companies in the Franklin Templeton Group of Funds.
Chauncey F. Lufkin (39) Vice President since 1994
777 Mariners Island Blvd.
San Mateo, CA 94404
Employee of Franklin Advisers, Inc. since 1990. Formerly, an employee of
Manufacturers Hanover Trust Co. and Security Pacific National Bank; and officer
of one investment company in the Franklin Templeton Group of Funds.
Edward V. McVey (59) Vice President since 1988
777 Mariners Island Blvd.
San Mateo, CA 94404
Senior Vice President/National Sales Manager, Franklin Templeton Distributors,
Inc.; and officer of 33 of the investment companies in the Franklin Templeton
Group of Funds.
R. Martin Wiskemann (70) Vice President since 1988
777 Mariners Island Blvd.
San Mateo, CA 94404
Senior Vice President, Portfolio Manager and Director, Franklin Advisers, Inc.;
Senior Vice President, Franklin Management, Inc.; Vice President, Treasurer and
Director, ILA Financial Services, Inc.; and officer and/or director, as the case
may be, of 21 of the investment companies in the Franklin Templeton Group of
Funds.
All officers serve at the pleasure of the Board.
On April 18, 1997, the trustees and officers as a group beneficially owned 4,508
Shares or less than 1% of the Fund's outstanding Shares. Certain trustees also
own shares in various other funds in the Franklin Templeton Group of Funds.
Charles E. Johnson is the son and nephew, respectively, of Charles B. Johnson
and Rupert H. Johnson, Jr., who are brothers. Chauncey F. Lufkin is the
son-in-law and brother-in-law, respectively, of Charles B. Johnson and Charles
E. Johnson.
Shareholders are entitled to one vote per Share. 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 so
voting will not be able to elect any Trustees.
PROPOSAL 2: TO RATIFY OR REJECT
THE SELECTION OF INDEPENDENT AUDITORS
COOPERS & LYBRAND L.L.P. HAS SERVED AS THE INDEPENDENT AUDITORS FOR THE FUND
SINCE ITS INCEPTION IN 1989. THE BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
SELECTION OF COOPERS & LYBRAND L.L.P. AS AUDITORS FOR THE FUND FOR THE FISCAL
YEAR ENDING NOVEMBER 30, 1997.
The Board is requesting ratification of its selection of Coopers & Lybrand
L.L.P., Certified Public Accountants, as independent auditors to audit the books
and accounts of the Fund for the fiscal year ending November 30, 1997. The
selection of auditors was approved at a meeting of the Board on November 19,
1996, and included the favorable vote of a majority of the trustees who are not
interested persons of the Fund. A representative of Coopers & Lybrand L.L.P. is
not expected to be present at the Meeting. During the fiscal year ended November
30, 1996, the auditing services of Coopers & Lybrand L.L.P. consisted of the
rendering of an opinion on the financial statements of the Fund.
The favorable vote of a majority of the Shares represented at the Meeting, in
person or by proxy, is required to ratify the selection of auditors.
PROPOSAL 3: OTHER MATTERS
The Board does not intend to bring any matters before the Meeting other than
Proposals 1 and 2 and is 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
proxyholders will use their best judgment in voting on such matters.
In the event that sufficient votes in favor of the Proposals set forth in the
Notice of Annual Meeting of Shareholders are not received by the date of the
Meeting, the proxyholders 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 are paid by the Fund.
OTHER INFORMATION
THE SEC REQUIRES THAT THE FOLLOWING INFORMATION BE PROVIDED TO THE FUND'S
SHAREHOLDERS EVEN THOUGH NOT DIRECTLY RELATED TO THE PROPOSALS YOU ARE BEING
ASKED TO CONSIDER. BECAUSE THE FUND IS A CLOSED-END INVESTMENT COMPANY, THE FUND
AND ITS OFFICERS AND TRUSTEES ARE SUBJECT TO CERTAIN REPORTING AND FILING
REQUIREMENTS AS DESCRIBED BELOW.
THE 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.
Resources' principal shareholders are Charles B. Johnson and Rupert H. Johnson,
Jr., who own approximately 19% and 15%, respectively, of Resources' outstanding
shares. Resources is engaged in various aspects of the financial services
industry through its various subsidiaries. Advisers and its affiliates act as
investment manager or administrator to 62 U.S. registered investment companies
(170 separate series) with aggregate assets of over $188.6 billion.
THE ADMINISTRATOR
Under an agreement with Advisers, Franklin Templeton Services, Inc. ("FT
Services"), whose principal address is also 777 Mariners Island Blvd., San
Mateo, California 94404, provides certain administrative services and facilities
for the Fund. FT Services is a wholly-owned subsidiary of Resources.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, REQUIRES THAT
CERTAIN SPECIFIED PERSONS FILE WITH THE SEC AND THE NEW YORK STOCK EXCHANGE,
REPORTS OF THEIR OWNERSHIP AND CHANGES IN OWNERSHIP OF SHARES ON FORMS 3, 4 AND
5. FILERS ARE REQUIRED BY SEC REGULATIONS TO FURNISH TO THE FUND COPIES OF ALL
FORMS 3, 4 AND 5 THAT THEY FILE.
During the fiscal year ended November 30, 1995, Resources, inadvertently failed
to file in a timely manner in accordance with Section 16 of the Securities
Exchange Act of 1934, a Form 5 pertaining to the acquisition of additional
shares through reinvested dividends. Other than as noted herein, Resources did
not engage in any other transactions with the Fund.
SHAREHOLDER PROPOSALS
The Fund anticipates that its next annual meeting will be held in July, 1998.
Any shareholder intending to present any proposal for consideration at the
Fund's next annual meeting must, in addition to meeting other applicable
requirements, mail such proposal to the Fund so that it is received at the
Fund's executive offices not less than 120 days in advance of May 16, 1998.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
The Annual Report to Shareholders of the Fund, including financial statements of
the Fund for the fiscal year ended November 30, 1996, has previously been sent
to all shareholders. UPON REQUEST, SHAREHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY
OF THE ANNUAL REPORT BY WRITING THE FUND AT THE ADDRESS ABOVE OR CALLING THE
FUND AT 1-800/DIAL BEN.
Respectfully Submitted,
DEBORAH R. GATZEK
Secretary
Dated: May 16, 1997
San Mateo, California
SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
FILL IN, DATE AND SIGN THE PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED PREPAID
ENVELOPE.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, GIVE
YOUR FULL TITLE AS SUCH. WHERE SHARES ARE HELD JOINTLY, SIGNATURES OF ALL JOINT
OWNERS ARE REQUIRED.
PROXY
FRANKLIN PRINCIPAL MATURITY TRUST
ANNUAL MEETING OF SHAREHOLDERS - JULY 16, 1997
The undersigned hereby revokes all previous proxies for his shares and
appoints Harmon E. Burns, Rupert H. Johnson, Jr., Deborah R. Gatzek and Larry L.
Greene, and each of them, proxies of the undersigned with full power of
substitution to vote all shares of Franklin Principal Maturity Trust (the
"Fund") which the undersigned is entitled to vote at the Fund's Annual Meeting
to be held at 777 Mariners Island Blvd., San Mateo, California at 3:00 p.m.
Pacific time on the 16th day of July 1997, including any adjournments thereof,
upon the matters set forth below.
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
EACH LISTED PROPOSAL (INCLUDING ALL NOMINEES FOR TRUSTEES) AND WITHIN THE
DISCRETION OF THE PROXYHOLDERS AS TO ITEM 3.
SEE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE REVERSE SIDE
X PLEASE MARK VOTES AS IN THIS EXAMPLE.
1. Election of Trustees
NOMINEES: Frank H. Abbott, III, Harris J. Ashton,
S. Joseph Fortunato, David W. Garbellano,
Edward B. Jamieson, Charles B. Johnson,
Rupert H. Johnson, Jr., Frank W.T. LaHaye,
Gordon S. Macklin
FOR WITHHOLD AUTHORITY
ALL NOMINEES TO VOTE FOR ALL
LISTED ABOVE NOMINEES LISTED ABOVE
- --------------------------------------
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. Ratification of the selection of Coopers & Lybrand L.L.P., Certified Public
Accountants, as the independent auditors for the Fund for the fiscal year ending
November 30, 1997.
GRANT WITHHOLD
3. To authorize the proxies to vote in their discretion upon any other business
which may legally come before the meeting.
MARK HERE
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO POSTAGE
REQUIRED IF MAILED IN THE U.S.
Note: please sign exactly as your name appears on the proxy. If signing for
estates, trusts, or corporations, title or capacity should be stated. If
shares are held jointly, each holder must sign.
Signature:_____________________ Date:_______________________
Signature:_____________________ Date:_______________________
