SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): January 13, 2000
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FRANKLIN SELECT REALTY TRUST
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(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 1-12708 94-3095938
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State or other Commission File Number IRS Employer
jurisdiction of Identification Number
incorporation
777 MARINER'S ISLAND BLVD. , SAN MATEO, CA 94404
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (650) 312-3000
ITEM 5. OTHER EVENTS.
On January 13, 2000, Franklin Select Realty Trust issued the press release
attached hereto as Exhibit 99.1 and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned heretofore duly authorized.
Dated: January 13, 2000
FRANKLIN SELECT REALTY TRUST
By: /s/ David P, Goss
David P. Goss President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release.
EXHIBIT 99.1
FROM: Franklin Properties, Inc.
Internet: http://www.frk.com/properties
Tel: (650) 312-5824
Contact: David Goss
For Immediate Release
FRANKLIN SELECT REALTY TRUST ANNOUNCES
SHAREHOLDER SUIT DEVELOPMENTS
SAN MATEO, CA, January 13, 2000 -- FRANKLIN SELECT REALTY TRUST
(AMEX:FSN) (the "Company") today announced that the Company has reached
preliminary agreements in principle with the plaintiffs and other involved
parties regarding possible settlement of its two pending shareholder
lawsuits, which were previously disclosed in the Company's public filings and
referred to as the Hodge Lawsuit and the Vigneau Lawsuit. Efforts to
finalize these settlements are ongoing.
In its Quarterly Report on Form 10-Q for the quarter ended September 30,
1999, the Company disclosed that it would recognize a $750,000 reserve, based
on management's assessment at that time of potential liability with respect
to the shareholder litigation. Based on management's current assessment of
potential liability with respect to the shareholder litigation, the Company
expects to increase its reserve relating to the shareholder litigation from
$750,000 to $2,100,000 for the quarter ending December 31, 1999.
The successful conclusion of each of these settlement efforts would
require that the parties enter into a written agreement with respect to all
of the terms of the settlement, that the relevant court certify a class for
settlement purposes and approve the mailing of notice to the class, that the
court determine that the settlement is fair, reasonable and adequate after a
hearing at which class members may appear and be heard, and that certain
other conditions are met, a process that would take many months to complete.
The Company expects that the costs of defense and settlement of the Hodge
Lawsuit and the Vigneau Lawsuit would be funded by insurance coverage,
contributions from certain other defendants, and contributions from the
Company. No assurance can be given as to the outcome of the settlement
efforts. If the settlement efforts are not successful, the Company will
continue to pursue its vigorous defense of the litigation.
On October 12, 1999, the Company announced that it had signed an
agreement to sell its remaining real estate assets to Value Enhancement Fund
III, LLC (the "Asset Sale"). On December 14, 1999, the Company sent a proxy
statement to its shareholders relating to the special shareholder meeting
scheduled for January 25, 2000 to consider and approve the Asset Sale and the
liquidation, winding up and dissolution of the Company. If the shareholder
proposals are approved, the Asset Sale is expected to close promptly after
the special meeting of shareholders. The Company continues to expect, as
stated in the proxy statement, that it will pay an initial liquidating
distribution to the Company's shareholders of approximately $7.11 per Series
A common share as soon as practicable after the closing of the Asset Sale.
The Company also stated that it would retain an amount of cash and other
assets on hand, as they may exist at the time of the closing of the Asset
Sale, to meet its obligations, including its then-existing and known or
unknown contingent liabilities, as well as the costs of dissolution. The
Company stated in the proxy statement, and continues to believe, that it is
not possible to determine how much, if any, of the remainder of the Company's
assets will ultimately be available for distribution to shareholders in
connection with the dissolution of the Company.
Forward-Looking Statements and Risk Factors: When used in this press
release and in oral statements made with the approval of an authorized
executive officer, the words or phrases "expects", "anticipates",
"estimates", "projects" or variations of such expressions or similar
expressions are intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are based on a number of beliefs, estimates and assumptions that
could cause actual results to differ materially from those expressed in such
forward-looking statements. There can be no assurance that the
forward-looking statements will prove to be accurate. Such risks and
uncertainties include the actions of third parties, the timely consummation
of the Asset Sale, the timing and implementation of the Company's plan of
dissolution, the Company's ability to maintain its real estate investment
trust status, general industry and economic conditions, changes in applicable
laws, rules and regulations (including tax laws) and those specific risks
that are detailed in the Company's Proxy Statement filed with the SEC on
December 14, 1999 and in the Company's periodic SEC reports, including, but
not limited to, its Annual Report on Form 10-K for the year ended December
31, 1998.
The Company will not undertake and specifically declines any obligation
to release publicly any data or information, the result of which might be to
revise any forward-looking statements to reflect events or circumstances
which have arisen after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
Franklin Select Realty Trust is a publicly traded equity REIT advised by
Franklin Properties Inc., a wholly owned subsidiary of Franklin Resources,
Inc. (NYSE:BEN). Franklin's headquarters are located at 777 Mariners Island
Boulevard, San Mateo, California 94404.
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