Registration No. 33-37442 and 811-6197
As filed with the Securities and Exchange Commission on October 29, 1999
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 11 to
Form S-6
For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2
TEMPLETON CAPITAL ACCUMULATION PLANS
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(Exact Name of Registrant)
FRANKLIN TEMPLETON DISTRIBUTORS, INC.
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(Name of Depositor)
100 FOUNTAIN PARKWAY, P.O. BOX 33030, ST. PETERSBURG, FLORIDA 33733-8030
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(Address of Depositor's Principal Executive Offices)
DEBORAH R. GATZEK, 777 MARINERS ISLAND BLVD., SAN MATEO, CA 94404
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(Name and Address of Agent for Service of Process)
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It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on (DATE) pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[X] on JANUARY 1, 2000 pursuant to paragraph (a)(1) of Rule 485
---------------
[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment
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Type of securities being registered: Templeton Capital Accumulation Plans
Templeton Capital Accumulation Plans
CROSS-REFERENCE SHEET
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction as
to the Prospectus in Form S-6)
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
ITEM NUMBER HEADING IN PROSPECTUS
<S> <C>
1. (a) Name of Trust Prospectus Cover
(b) Title of securities issued Prospectus Cover
2. Name and address of each depositor Prospectus Cover; How Do I Start A Plan?; What
If I Have Questions About My Plan?
3. Name and address of Trustees N/A
4. Name and address of each principal underwriter Who Manages the Plan?
5. State of organization of trust N/A
6. Execution and termination of trust agreement How Do I Start A Plan; How Do I Cancel My
Plan and Obtain a Refund?
7. Changes of name N/A
8. Fiscal year N/A
9. Litigation N/A
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST
10. (a) Registered or bearer securities Introductory Statement
(b) Cumulative or distributive securities Introductory Statement
(c) Withdrawal or Redemption Partial Withdrawals; How Do I Cancel My Plan
and Obtain a Refund?
(d) Conversion, transfer, etc. Transferring Your Plan; Electronic Fund
Transfer
</TABLE>
PAGE
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
ITEM NUMBER HEADING IN PROSPECTUS
<S> <C>
(e) Periodic payment plan How Do I Choose A Plan?; Automatic Investment
Program
(f) Voting Rights How Are the Plans Organized?
(g) Notice to security holders How Are the Plans Organized?
(h) Consents required Transaction Procedures and Special Requirements
(i) Other provisions N/A
11. Type of securities comprising units Introductory Statement
12. Certain information regarding periodic Statements and Reports to Planholders
payment plan certificate
13. (a) Load, fees, expenses, etc. Sales Charges; Securities Dealers and Sales Charges
(b) Certain information regarding periodic Statements and Reports to Planholders
payment plan certificates
(c) Certain percentage Sales Charges; Securities Dealers and Sales Charges
(d) Differnce in price Sales Charges; Securities Dealers and Sales Charges
(e) Certain other fees, etc. Sales Charges; Securities Dealers and Sales Charges
(f) Certain other profits or benefits N/A
(g) Ratio of annual charges to income N/A
14. Issuance of trust's securities How Do I Choose A Plan?
</TABLE>
PAGE
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
ITEM NUMBER HEADING IN PROSPECTUS
<S> <C>
15. Receipt and handling of payments from purchases The Custodian
16. Acquisition and disposition of underlying securities The Custodian
17. (a) Withdrawal Partial Withdrawls
(b) Redemption How Do I Terminate My Plan?
(c) Cancellation How Do I Cancel My Plan and Obtain a Refund?
18. (a) Receipt, custody and disposition of income What Distributions Might I Recieve?
(b) Reinvestment of distribution What Distributions Might I Recieve?
(c) Reserves or special funds N/A
(d) Schedule of distributions N/A
19. Records, accounts and reports The Custodian; Statements and Reports to
Planholders
20. Certain miscellaneous provisions of
trust agreement:
(a) Amendment The Custodian
(b) Termination The Custodian
(c) and (d) Trustee, removal and N/A
successor
(e) and (f) Depositors, removal and N/A
successor
21. Loans to security holders N/A
22. Limitations on liability N/A
23. Bonding arrangements N/A
</TABLE>
PAGE
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
<S> <C> <C>
24. Other materials provisions of trust agreement N/A
III. ORGANIZATIONS, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR
25. Organization of depositor The Sponsor
26. Fees received by depositor Financial Statements: Templeton Capital
Accumulation Plans
27. Business of depositor The Sponsor
28. Certain information as to officials and affiliated The Sponsor
persons of depositor
29. Voting securities of depositors The Sponsor
30. Persons controlling depositor The Sponsor
31. Payments by depositor for certain services rendered N/A
to trust
32. Payments by depositor for certain other services N/A
rendered to trust
33. Remuneration of employees of depositor for certain N/A
services rendered to trust
34. Remuneration of other persons for certain services N/A
rendered to trust
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's securities in states N/A
36. Suspension of sales of trust's securities N/A
37. Revocation of authority to distribute N/A
</TABLE>
PAGE
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
<S> <C> <C>
38. (a) Method of distribution What Distributions Might I Receive?
(b) Underwriting agreements The Sponsor
(c) Selling agreements The Sponsor
39. (a) Organization of principal underwriters The Sponsor
(b) NASD membership of principal underwriters The Sponsor
40. Certain fees received by principal underwriters Financial Statements: Templeton Capital
Accumulation Plans
41. (a) Business of each principal underwriter The Sponsor
(b) Branch offices of each principal underwriter N/A
(c) Salesmen of each principal underwriter N/A
42. Officials of Principal Underwriter Officers and Directors of the Sponsor
43. Certain brokerage commissions received by principal N/A
underwriters
44. (a) Method of Valuation N/A
(b) Schedule as to offering price N/A
(c) Variation in offering price to certain persons N/A
45. Suspension of redemption rights How Do I Terminate My Plan?
46. (a) Redemption Valuation How Do I Terminate My Plan?
(b) Schedule as to redemption price N/A
</TABLE>
PAGE
<TABLE>
<CAPTION>
FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS
<S> <C> <C>
47. Maintenance of position in underlying securities N/A
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of trustee N/A
49. Fees and expenses of trustees N/A
50. Trustee's lien N/A
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Insurance of holders of trust's securities N/A
52. (a) Provisions of trust agreement with respect to A Change in the Underlying Investment
selection or elimination of underlying securities
(b) Transactions involving elimination of underlying N/A
securities
(c) Policy regarding substitution or elimination of A Change in the Underlying Investment
underlying securities
(d) Fundamental policy not other-wise covered N/A
53. Tax status of trust How Taxation Affects Planholders
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Trust's securities during last ten years N/A
55. Transcript of Hypothetical Plan Illustration of a Hypothetical $100.00
Monthly Templeton Capital Accumulation
Plan
</TABLE>
TEMPLETON CAPITAL ACCUMULATION PLANS
PROSPECTUS
JANUARY 1, 2000
We designed the Templeton Capital Accumulation Plans (the "Plans" or "Plan") to
help you develop and maintain a disciplined approach to long-term investing. The
Plans allow you to accumulate capital in a mutual fund by making 180 fixed
monthly investments, with the option to extend up to 300 investments. The Plans
may be suitable for you if:
o you intend to invest your money for the long-term and
o you want a convenient way to regularly and continuously invest your money.
By participating in a Plan, you own shares in a Plan trust. The Plan trust
invests your monthly investments, after deducting Sales Charges, in shares of a
mutual fund called Templeton Capital Accumulator Fund, Inc. (the "fund"). The
fund primarily invests in common stocks; the value of fund shares fluctuates
depending upon the value of the stocks and other assets it holds. Since each
Plan share that you own equals one fund share, the value of your Plan shares
also will fluctuate. PLEASE READ THIS PROSPECTUS AND THE ATTACHED FUND
PROSPECTUS BEFORE INVESTING IN THE PLANS, AND KEEP EACH PROSPECTUS FOR FUTURE
REFERENCE. YOU COULD LOSE MONEY ON YOUR INVESTMENT IN A PLAN.
We deduct a large portion of the total Sales Charges that you pay under your
Plan during the first 12 investments made in the first year. Depending upon your
monthly investment amount, Sales Charges in the first 12 investments made in the
first year of your Plan can be 50% of the total amount you invest during that
year. Although you may be entitled to a refund of these Sales Charges in certain
circumstances, you probably will lose money if you withdraw from or terminate
your Plan in its early years. For more information on Sales Charges, please see
page xx of this prospectus.
THE PLANS ARE NOT SUITABLE FOR SHORT-TERM INVESTMENT.
THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR
PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS LEGAL ONLY WHEN ACCOMPANIED BY THE CURRENT
TEMPLETON CAPITAL ACCUMULATOR FUND, INC. PROSPECTUS WHICH IS
INCLUDED BEHIND THIS PROSPECTUS
TEMPLETON CAPITAL ACCUMULATION PLANS
January 1, 2000
When reading this prospectus, you will see certain terms beginning with capital
letters. This means the term is explained in the Glossary.
TABLE OF CONTENTS
ABOUT THE PLANS
How a Plan Can Help You
Plan Highlights
How Do the Plans Invest Their Assets?
Who Manages the Plans?
How Taxation Affects Planholders
How Are the Plans Organized?
ABOUT YOUR PLAN
How Do I Choose a Plan?
How Do I Start a Plan?
What Distributions Might I Receive?
Partial Withdrawals
How Do I Cancel My Plan and Obtain a Refund?
How Do I Terminate My Plan?
Transaction Procedures and Special Requirements
Services to Help You Manage Your Plan
What If I Have Questions About My Plan?
FINANCIAL STATEMENTS
GLOSSARY
APPENDIX
Officers and Directors of the Sponsor
No salesman, dealer or other person is authorized by the Sponsor, the Plans, or
the fund, to give any information or make any representation other than those
contained in this prospectus or in the fund prospectus and Statement of
Additional Information (SAI), or in any other printed or written material issued
under the name of Franklin Templeton Distributors, Inc. or the fund. No person
should rely upon any information not contained in these materials.
ABOUT THE PLANS
HOW A PLAN CAN HELP YOU
Many people who want to build an investment portfolio find it difficult to save
the money necessary to make periodic stock purchases. The Plans are designed to
help such people.
These Plans make it possible to build equity over a period of years by investing
a modest sum each month in mutual fund shares.
The value of Plan shares is subject to the fluctuations in the value of the
securities in the fund's portfolio. A Plan calls for monthly investments at
regular intervals regardless of the price level of the shares. You should
therefore consider your current financial situation, your financial ability to
continue a Plan, and your investment goals. A Plan offers no assurance against
loss and does not eliminate the risk inherent in the ownership of any security.
Terminating your Plan at a time when the value of Plan shares you acquired is
less than their cost will result in a loss.
PLAN HIGHLIGHTS
o The Plans allow you to invest a fixed amount each month in the fund. The
Plans may be suitable for an investor who seeks the discipline of a fixed
monthly investment program.
o The Plans are designed for long-term investment.
o You will not own fund shares directly. You will own shares in a Plan trust
that invests in fund shares. Each Plan share that you own equals one share
in the underlying fund. Please read the attached fund prospectus before
investing in the Plans, and save it for future reference.
o You will pay a Sales Charge on each monthly investment. The amount of the
Sales Charge varies depending on the size of your monthly investment. The
Sales Charge is highest during the first 12 months of a Plan and could
total as much as 50% of the money invested in the first year. Please read
"How Do I Choose a Plan?" for more information about the fees that you will
pay under the Plans.
o Subject to certain restrictions, you may increase or decrease the amount of
your fixed monthly investments by sending in a notice and a new completed
Plan application. See "Services to Help You Manage Your Plan - Changing the
Amount of Your Monthly Investment" for more information.
o Unless you terminate your Plan, you will make a total of 180 monthly
investments. Once you have made 180 investments, you may participate in the
Systematic Withdrawal Program. This Program allows you to receive regular
cash payments from your account of $50 or more monthly, quarterly,
semiannually or annually.
o You may complete your Plan ahead of schedule by making monthly investments
before their due date or by prepaying monthly investments. See "Services to
Help You Manage Your Plan - Making Investments Ahead of Schedule."
o Upon completion of your 180 monthly investments you may continue to make an
additional 120 investments. You may not make more than an additional 120
additional investments or make more than a total of 300 monthly
investments.
o You may withdraw some of your Plan shares at any time without terminating
your Plan. See "Partial Withdrawals" for more information.
o You may terminate your Plan at any time. In some limited circumstances, you
may receive a refund of all or a portion of the sales charges paid. See
"How Do I Terminate My Plan?" for more information.
o The Plans have invested in the fund since they began investment operations
on February 29, 1991. We may decide to invest the Plans in some investment
other than the fund if we decide that it would be in the best interest of
Planholders. The SEC must approve any substitution and you will be notified
in writing. See "How Do the Plans Invest Their Assets - A Change in the
Underlying Investment" for more information.
o We may terminate your Plan at any time if fund shares are not available and
a substitute investment is not made or, for all Plans established
subsequent to January 1, 1995, if no investment is made during each six
month period, or, for all Plans in existence prior to January 1, 1995, if
no investment is made during each twelve month period. See "How Do I
Terminate My Plan?" for more information.
HOW DO THE PLANS INVEST THEIR ASSETS?
The Plans invest in fund shares. Each Plan share equals one fund share. The fund
is an open-end, diversified investment company, commonly called a mutual fund. A
mutual fund offers investors professional investment management and reduced
investment risk through diversification.
The fund's investment goal is long-term capital growth. The fund seeks to meet
its goal by investing in common stocks and other securities of companies of any
nation that Investment Counsel, the fund's investment manager, believes have the
potential for capital growth. Most of the fund's portfolio securities will pay
little, if any, income. Please see the attached fund prospectus for a
description of the fund's investment policies, risks, operating expenses,
organization and management.
You may obtain the fund's SAI, which is a legal part of the fund prospectus, at
no charge by calling 1-800/DIAL BEN(R).
A CHANGE IN THE UNDERLYING INVESTMENT
The Sponsor may invest Plan shares in an investment other than the fund if it
decides that it would be in the best interests of Planholders. Any substitute
investment will be generally comparable in character and quality to the fund
shares, and will be securities registered with the SEC under the Securities Act
of 1933, as amended. Before the Sponsor can make a substitution, it must obtain
SEC approval and notify you in writing about the proposed substitution. The
notice will describe the new investment and will advise you that, unless you
terminate your Plan within 30 days of when we mail you the notice, we will
assume that you have consented to the substitution and have agreed to bear your
pro rata share of expenses and taxes in connection with the substitution.
If you do not terminate your Plan within 30 days from the date of the written
notice, we will purchase shares of the new investment for you with the proceeds
of any Plan investments and any reinvested distributions. If the Sponsor wants
to exchange fund shares for the new shares, the new shares will have an
aggregate value equal to the value of the fund shares. You may incur taxes when
we substitute underlying investments. Please consult your tax advisor.
If fund shares are not available for purchase for a period of 120 days or
longer, and the Sponsor or the Custodian fails to substitute investments, the
Custodian of the Plan may terminate your Plan.
WHO MANAGES THE PLANS?
THE CUSTODIAN. The Custodian is responsible for the protection and safekeeping
of the assets of the Plans and for the maintenance of the Plans' records and
accounts. Templeton Funds Trust Company, P.O. Box 33030, St. Petersburg, Florida
33733-8030, organized as a trust company under the laws of Florida and regulated
by the Banking Department of the State of Florida, is the Custodian for the
Plans under a Custodian Agreement with the Sponsor dated June 1, 1993 and
maintains custody of the assets of the Plans. The Plan Custodian Agreement is
governed by Florida law, except where such law is determined to conflict with
the Investment Company Act of 1940.
The Custodian has only those obligations specifically imposed by its Custodian
Agreement with the Sponsor. These obligations do not include the duties of
investment ordinarily imposed upon a trustee. The Custodian has no
responsibility for the choice of the underlying investment, for the investment
policies and practices of the fund or for the acts or omissions of the Sponsor
or Investment Counsel.
The Custodian Agreement cannot be amended to adversely affect the rights and
privileges of the Planholders without their written consent. Neither may the
Custodian resign unless a successor has been designated and has accepted the
custodianship. The successor must be a bank or trust company with at least
$2,000,000 in capital, surplus and undivided profits. The Custodian may be
changed by the Sponsor without notice to, or approval of, Planholders. The
Custodian may terminate its obligation to accept new Plans for custodianship if
the Sponsor fails to act as required by the Custodian Agreement or by
terminating the Custodian Agreement upon 90 days' notice to the Sponsor. Under
the Custodian Agreement, the Sponsor has agreed to indemnify the Custodian from
all liability arising from the Sponsor's failure to comply with any applicable
laws.
THE SPONSOR. The Sponsor is responsible for selling Plan shares, preparing and
distributing promotional materials, and responding to Planholder inquiries.
Franklin Templeton Distributors, Inc., a New York corporation organized on
November 19, 1947 and a wholly owned subsidiary of Resources, is the Sponsor for
the Plans. The Sponsor is a broker-dealer registered under the Securities
Exchange Act of 1934 and a member of the NASD. The Sponsor is the principal
underwriter of the investment companies in the Franklin Templeton Group of
Funds, including the fund.
HOW TAXATION AFFECTS PLANHOLDERS
For Federal income tax purposes, Planholders are treated as direct owners of the
fund's shares.
Designated capital gain distributions, which are automatically reinvested in
additional Plan shares, are treated as long-term capital gains. As more fully
described under "Distribution and Taxes" in the fund's prospectus, dividends and
distributions are taxable to you individually. Gains realized on cash
withdrawals also generally will be subject to tax; the ability to deduct losses
from such withdrawals may be limited. You will receive notice regarding taxes
each year.
You are responsible for all taxes payable on any profits on the sale or transfer
of Plan shares or other property credited to your account under your Plan and
for any taxes levied or assessed with respect to your Plan shares or the income
from the Plan.
HOW ARE THE PLANS ORGANIZED?
The Plan trust is registered with the SEC as a unit investment trust under the
1940 Act. This does not mean that the SEC supervises the Plan trust's management
or investment practices or policies.
Although you do not own fund shares directly, you, as a Planholder, have certain
voting rights with respect to the fund. You may attend any meeting of
Planholders. You may ask the Custodian to furnish you with a proxy or otherwise
arrange for you to exercise your voting rights. We will notify you at least 10
days before any vote of Planholders. We will vote the fund shares held for your
Plan account as you instruct. If you do not give us instructions, we will vote
your shares proportionately in accordance with instructions received from other
Planholders.
ABOUT YOUR PLAN
HOW DO I CHOOSE A PLAN?
The Plans are available in different monthly investment amounts, ranging from
$50 to $10,000 per month. You make 180 monthly investments. You should choose
the monthly investment amount that best suits your financial situation and
investment goals. The following tables should help you decide which Plan is best
for you.
This table shows the range of available monthly investment amounts for a Plan,
total of the 180 investments that you would make, and the Sales Charges applied
to each monthly payment. The table shows just the 180 investments that you would
make. The table does not reflect past or projected investment performance,
dividends, or income of the fund or the Plan.
<TABLE>
<CAPTION>
MONTHLY INVESTMENTS AND SALES CHARGES FOR THE PLANS
SALES CHARGES
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% OF % OF
MONTHLY CHARGES CHARGES MONTHLY
INVESTMENT TOTAL INVESTMENT INVESTMENT TOTAL TO TOTAL TO NET INVESTMENT
AMOUNT INVESTMENT 1 THRU 12 13 THRU 180 CHARGE INVESTMENT INVESTMENT AMOUNT
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 9,000.00 $ 25.00 $ 3.04 $ 810.72 9.00% 9.89% $ 50.00
75.00 13,500.00 37.50 4.55 1,214.40 9.00 9.89 75.00
100.00 18,000.00 50.00 6.07 1,619.76 9.00 9.89 100.00
125.00 22,500.00 62.50 7.58 2,023.44 8.99 9.88 125.00
150.00 27,000.00 75.00 7.50 2,160.00 8.00 8.70 150.00
166.66 29,998.80 83.33 8.15 2,369.16 7.90 8.57 166.66
200.00 36,000.00 100.00 9.46 2,789.28 7.75 8.40 200.00
250.00 45,000.00 125.00 11.42 3,418.56 7.60 8.22 250.00
300.00 54,000.00 150.00 6.96 2,969.28 5.50 5.82 300.00
350.00 63,000.00 175.00 6.92 3,262.56 5.18 5.46 350.00
400.00 72,000.00 200.00 6.62 3,512.16 4.88 5.13 400.00
500.00 90,000.00 225.00 6.96 3,869.28 4.30 4.49 500.00
750.00 135,000.00 300.00 10.31 5,332.08 3.95 4.11 750.00
1,000.00 180,000.00 350.00 13.57 6,479.76 3.60 3.73 1,000.00
1,500.00 270,000.00 375.00 19.82 7,829.76 2.90 2.99 1,500.00
2,000.00 360,000.00 440.00 20.00 8,640.00 2.40 2.46 2,000.00
3,000.00 540,000.00 450.00 28.92 10,258.56 1.90 1.94 3,000.00
5,000.00 900,000.00 500.00 20.53 9,449.04 1.05 1.06 5,000.00
10,000.00 1,800,000.00 750.00 26.78 13,449.04 .75 .76 10,000.00
</TABLE>
As explained more fully under "Services to Help You Manage Your Plan - Extended
Investment Option," you may extend the life of your Plan by making an additional
120 investments. This table shows the same type of information as the previous
table, but we adjusted the information for Plans extended to a total of 300
investments.
<TABLE>
<CAPTION>
MONTHLY INVESTMENTS AND SALES CHARGES IF YOU EXTEND YOUR PLAN
TO A TOTAL OF 300 INVESTMENTS
SALES CHARGES
--------------------------------------------------------------------
% OF % OF
MONTHLY CHARGES CHARGES MONTHLY
INVESTMENT TOTAL INVESTMENT INVESTMENT TOTAL TO TOTAL TO NET INVESTMENT
AMOUNT INVESTMENT 1 THRU 12 13 THRU 300 CHARGE INVESTMENT INVESTMENT AMOUNT
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 15,000.00 $ 25.00 $ 3.04 $ 1,175.52 7.84% 8.50% $ 50.00
75.00 22,500.00 37.50 4.55 1,760.40 7.82 8.49 75.00
100.00 30,000.00 50.00 6.07 2,348.16 7.83 8.49 100.00
125.00 37,500.00 62.50 7.58 2,933.04 7.82 8.49 125.00
150.00 45,000.00 75.00 7.50 3,060.00 6.80 7.30 150.00
166.66 49,998.00 83.33 8.15 3,347.16 6.69 7.17 166.66
200.00 60,000.00 100.00 9.46 3,924.48 6.54 7.00 200.00
250.00 75,000.00 125.00 11.42 4,788.96 6.39 6.83 250.00
300.00 90,000.00 150.00 6.96 3,804.48 4.23 4.41 300.00
350.00 105,000.00 175.00 6.92 4,092.96 3.90 4.06 350.00
400.00 120,000.00 200.00 6.62 4,306.56 3.59 3.72 400.00
500.00 150,000.00 225.00 6.96 4,704.48 3.14 3.24 500.00
750.00 225,000.00 300.00 10.31 6,569.28 2.92 3.01 750.00
1,000.00 300,000.00 350.00 13.57 8,108.16 2.70 2.78 1,000.00
1,500.00 450,000.00 375.00 19.82 10,208.16 2.27 2.32 1,500.00
2,000.00 600,000.00 440.00 20.00 11,040.00 1.84 1.87 2,000.00
3,000.00 900,000.00 450.00 28.92 13,728.96 1.53 1.55 3,000.00
5,000.00 1,500,000.00 500.00 20.53 11,912.64 .79 .80 5,000.00
10,000.00 3,000,000.00 750.00 26.78 16,712.64 .56. .56 10,000.00
</TABLE>
This table shows an example of a $100 per Month Plan. It shows you the amount
invested and Sales Charges paid at different points in time. In this example, we
assumed that all monthly investments are made on time, but we did not include or
reflect dividends and distributions from the fund.
A TYPICAL $100 PER MONTH INVESTMENT PLAN
<TABLE>
<CAPTION>
AT THE END OF AT THE END OF AT THE END OF
INVESTMENT 6 MONTHS 1 YEAR 2 YEARS
AMOUNT (6 INVESTMENTS) (12 INVESTMENTS) (24 INVESTMENTS)
--------------------- --------------------- --------------------- --------------------
% OF % OF % OF % OF
TOTAL TOTAL TOTAL TOTAL
AGGREGATE INVEST- AGGREGATE INVEST- AGGREGATE INVEST- AGGREGATE INVEST-
AMOUNT MENTS AMOUNT MENTS AMOUNT MENTS AMOUNT MENTS
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
180 INVESTMENTS
Total Investments...... $ 18,000.00 100% $600 100% $1,200 100% $2,400.00 100%
Deduct:
Sales Charge........ $ 1,619.76 9% $300 50% $ 600 50% $ 672.84 28%
Net Amount Invested
Under Plan.......... $16,380.24 91% $300 50% $ 600 50% $1,727.16 72%
300 INVESTMENTS
Total Investments...... $30,000.00 100% $600 100% $ 1,200 100% $2,400.00 100%
Deduct:
Sales Charge........ $ 2,348.16 7.8% $300 50% $ 600 50% $ 672.84 28%
Net Amount Invested
Under Plan.......... $27,651.84 92.2% $300 50% $ 600 50% $1,727.16 72%
</TABLE>
NOTE: After the first 12 monthly investments have been made, the Sales Charges
deducted from any subsequent monthly investment will not exceed 6.1% of your net
investment in fund shares.
This table shows you the investment performance of a hypothetical $100 per month
Plan from March 29, 1991, when the fund started investment operations, to August
31, 1999. Under this Plan, $50.00 is deducted as a Sales Charge from each
$100.00 monthly investment during the first year of the Plan. After the first
year, the Sales Charge decreases to $6.07. In calculating this investment
performance, we assumed that dividends and distributions were reinvested in
additional fund shares. This performance is no indication or guarantee of how
your Plan will perform.
<TABLE>
<CAPTION>
HYPOTHETICAL $100.00 PER MONTH INVESTMENT PLAN
AMOUNT OF PAYMENT AMOUNT INVESTED
----------------- -----------------
SHARES
PURCHASED TOTAL
FISCAL DURING DURING THROUGH VALUE
PERIOD FISCAL CUMULA- SALES FISCAL CUMULA- SHARES REINVEST- SHARES OF
ENDED PERIOD TIVE CHARGESA PERIOD TIVE PURCHASED MENT PURCHASED SHARES
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
08/31/91b $600.00 $600.00 $300.00 $300.00 $300.00 29.509 - 29.509 $ 307.49
08/31/92 1,200 1,800 336.42 863.58 1,163.58 79.279 0.661 109.449 1,198.47
08/31/93 1,200 3,000 72.84 1,127.16 2,290.74 95.976 3.367 208.792 2,872.99
08/31/94 1,200 4,200 72.84 1,127.16 3,417.90 75.063 4.932 288.787 4,681.25
08/31/95 1,200 5,400 72.84 1,127.16 4,545.06 67.517 15.261 371.565 5,922.76
08/31/96c 1,200 6,600 72.84 1,127.16 5,672.22 97.452 8.606 892.286 8,101.95
08/31/97 1,200 7,800 72.84 1,127.16 6,799.38 111.852 31.753 1,035.891 11,363.73
08/31/98 1,200 9,000 72.84 1,127.16 7,926.54 101.874 45.145 1,182.910 11,462.40
08/31/99 1,200 10,200 72.84 1,127.16 9,053.70 102.157 67.214 1,352.281 16,376.12
</TABLE>
a. Under the terms of this plan, out of a monthly investment of $100.00 made
during the first year, $50.00 is deducted as a sales charge.
b. Period from March 29, 1991 (commencement of operations) through August 31,
1991.
c. Includes the effect of a 2 for 1 split of fund shares on March 27, 1996.
SALES CHARGES
The Sponsor receives a Sales Charge to compensate it for creating the Plans and
for selling expenses and commissions paid to Securities Dealers. You pay a Sales
Charge on each monthly investment. The Sales Charge is highest during the first
12 months of a Plan. For example, on a $50 per month Plan, $25 is deducted from
each of the first 12 monthly investments. After the 12th investment, the Sales
Charge drops to $3.04 on each subsequent monthly investment. Deductions decrease
proportionately on certain larger plans. See the tables on pages 4 and 5.
SALES CHARGE REDUCTIONS
You may be able to reduce Sales Charges by combining Plans to take advantage of
the lower Sales Charges on higher monthly investments:
o Two or more Plans purchased at one time may be combined, provided the
combined monthly investment is at least $150.
o If you purchase a new Plan(s) or increase your monthly investment under an
existing Plan, you may combine the new purchase or increase with an
existing, current Plan.
You may combine Plans owned by one or more of the following:
o an individual,
o his or her spouse,
o children or grandchildren under the age of 21 who are beneficiaries of a
Uniform Gifts to Minors Act or Uniform Transfers to Minors Act account in
which the Planholder serves as custodian, or
o a trustee or other fiduciary of a single trust estate or single fiduciary
account (including a pension, profit-sharing or other employee benefit
trust created pursuant to a Plan qualified under Section 401 of the Code).
In the case of Plans purchased at the same time, you must submit all the
applications together, along with a cover letter requesting that the Plans be
combined to reduce Sales Charges. If you want to combine a new Plan purchase or
Plan increase with a current Plan, you or your Securities Dealer must notify us
at the time the purchase or increase is made. Two or more Plans may be combined
to reduce Sales Charges only so long as you continue to make monthly investments
on each Plan.
For rights of accumulation, a Plan is considered to be CURRENT if:
1) it has been completed and not redeemed;
2) it has not been completed but has at least as many investments recorded as
there are months since the establishment date or since a Plan size increase
date; or
3) it is a tax qualified plan or an IRA.
Further, IRA Plans at $166.66 per month may become eligible for lower Sales
Charges if such Plans are included as part of the basis for reduced Sales
Charges on new Plans or Plan size increases on existing Plans.
SECURITIES DEALERS AND SALES CHARGES
Securities Dealers receive 75% to 95% of the Sales Charges that you pay. The
Sponsor also may pay a bonus or other incentive to Securities Dealers that
employ registered representatives who sell a specified dollar amount of the
Plans and/or other Franklin Templeton Group funds.
The Sponsor routinely holds due diligence meetings for registered
representatives during which they receive updates on various Franklin Templeton
Funds and are afforded the opportunity to speak with portfolio managers.
Invitation to these meetings is not conditioned on selling a specific number of
shares. Those who have shown an interest in the Franklin Templeton Funds,
however, are more likely to be considered. To the extent permitted by their
firm's policies and procedures, registered representatives' expenses in
attending these meetings may be covered by the Sponsor.
These Securities Dealers are independent contractors. Neither the Sponsor nor
the Custodian is responsible for their acts or obligations.
In no event will the value of such bonus or incentive paid by the Sponsor to the
Securities Dealer exceed the difference between the Sales Charges and the amount
reallowed to Securities Dealers in respect of such amounts sold by the
qualifying registered representative of such Securities Dealer. A Securities
Dealer receiving such bonus or incentive may be deemed to be an "underwriter"
under the Securities Act of 1933, as amended. Nothing herein or in other
literature and confirmations issued by the Sponsor or the Custodian, including
the words "representative" or "commission," shall make any Securities Dealer a
partner, employee or agent of the Sponsor or the Custodian.
The Securities Dealer that you used to purchase your Plan has the right to all
commissions earned during the duration of your Plan. Your Securities Dealer has
no obligation to transfer your Plan to another Securities Dealer unless its
dealer's agreement with the Sponsor ends. If the Securities Dealer of record
chooses to release your Plan to a new Securities Dealer firm, it must first
complete, sign, and signature guarantee a release form that can be obtained from
us. This form must be returned to and accepted by the Custodian before any
change can be made.
HOW DO I START A PLAN?
To start a Plan, have your Securities Dealer mail your completed application
(which is attached to this prospectus) to the Sponsor with a check for the
monthly investment amount of your Plan, made out to TEMPLETON FUNDS TRUST
COMPANY. After the Sponsor accepts your application, the Sponsor will send you a
confirmation statement showing the number of Plan shares purchased for your
account.
You should send your subsequent investments directly to us at:
FRANKLIN TEMPLETON DISTRIBUTORS, INC.
DEALER MAIN OFFICE SERVICES
100 FOUNTAIN PARKWAY
ST. PETERSBURG, FLORIDA 33716-1205
We will apply your investments, after deducting Sales Charges, toward the
purchase of Plan shares. We cannot accept partial monthly investments.
WHAT DISTRIBUTIONS MIGHT I RECEIVE?
All dividends and distributions will be automatically reinvested on the payment
date in additional Plan shares at Net Asset Value, unless you choose to receive
cash. Net Asset Value will be calculated as described in the fund's prospectus
under the heading "Buying Shares."
The Net Asset Value per share will decrease by the amount of the dividend and
capital gains distributions on the ex-dividend date of the distributions. See
"How Taxation Affects Planholders."
PARTIAL WITHDRAWALS
If you withdraw all your Plan shares, your Plan will terminate. But you may
withdraw less than all your Plan shares WITHOUT terminating your Plan. If you
have owned your Plan for at least 45 days, you may withdraw up to 90% of your
shares from your account and receive fund shares. Or, you may redeem up to 90%
of your shares and receive cash. If you choose to receive cash, you must redeem
at least $100, but no more than 90% of the value of the shares. If you redeem
90% of the net asset value of the shares and leave less than $100 in your Plan,
we may automatically redeem the entire balance in your Plan.
You may reinvest up to the amount you received without a Sales Charge after 90
days from the date of redemption. We will reinvest your cash based on the
current net asset value of fund shares. IRAs may be reinvested after 45 days. We
do not limit the number of redemptions you can make, but you must redeem at
least $100 each time. If the amount you redeemed exceeds $500, you do not need
to reinvest the entire amount you redeemed at once. That is, any reinvestment
may equal the amount you redeemed or at least $500, whichever is less.
Your request should be sent to:
TEMPLETON FUNDS TRUST COMPANY
P.O. BOX 33030
ST PETERSBURG, FLORIDA 33733-8030
All written withdrawal and redemption requests must be signed by the registered
Planholder. We will mail your redemption proceeds to the address we have on our
records unless you send us other instructions with a signature guarantee. A
partial withdrawal or redemption will not change the total number of monthly
investments under your Plan or the unpaid balance of your monthly investments.
Although we do not charge you a fee to partially withdraw or redeem, you will be
liable for any taxes. Please consult your tax advisor. Please clearly identify
your reinvestment request so we can distinguish it from your regular monthly
investments.
Ordinarily, we will send you a check within seven days after we receive your
request. But if you pay your monthly investment by check, we may delay sending
your money until your check has cleared. We will need an instruction letter from
you in order to send your proceeds if:
o you redeem more than $50,000,
o the redemption check is made payable to someone other than the Planholder
we have on our records, or
o the redemption check is to be sent to an address different from the one we
have on our records.
This letter must be signed by all Planholders and must have a signature
guarantee.
Additional requirements under the tax laws apply to withdrawals and redemptions
from IRAs and retirement plan accounts. You must complete certain forms, which
are available from us, before we can process your request. To comply with the
Code, we may withhold a portion of your withdrawal or redemption proceeds. We
assume no responsibility for determining whether a withdrawal or redemption
satisfies applicable tax laws and will not be responsible for any penalties.
HOW DO I CANCEL MY PLAN AND OBTAIN A REFUND?
CANCELING WITHIN 60 DAYS
Within 60 days after you purchase a Plan (your purchase date appears on the
confirmation statement for your initial payment), we will send you a notice
about your cancellation rights. If you elect to cancel within 45 days of when we
mail that notice, we will send you a cash refund equal to:
1) the total value of your Plan shares on the date that we receive your
cancellation request PLUS
2) all Sales Charges you paid.
CANCELING WITHIN 18 MONTHS
You may cancel your Plan at any time within eighteen months after your purchase
date. If you cancel your Plan, we will send you a cash payment equal to:
1) the total value of your Plan shares on the date we receive your request PLUS
2) a refund of all Sales Charges you paid up to the cancellation date MINUS
3) 15% of the total amount you have invested as of that date.
We will send you a written notice about your 18-month cancellation right if:
o after 15 months from your purchase date, you have missed at least 3
monthly investments, or
o you miss at least one monthly investment between your 15th month and
your 18th month.
If we have already sent you a notice at 15 months, we will not send you a second
notice even if you miss additional monthly investments.
The notice will include your cancellation rights, the value of your account when
we send you the notice, and the amount you would receive if you canceled your
Plan.
To cancel your Plan, please write us at:
TEMPLETON FUNDS TRUST COMPANY
P.O. BOX 33030
ST. PETERSBURG, FLORIDA 33733-8030
If your cancellation request involves more than $50,000, we will need a
signature guarantee. If you would like to reinvest proceeds after cancellation
please see "Reinvesting After Termination" on page xx. You may incur taxes if
you cancel your Plan. Please consult your tax advisor.
HOW DO I TERMINATE MY PLAN?
After your cancellation rights expire, you may terminate your Plan at any time
by sending us a written request. Terminating your Plan is different from
canceling your Plan because when you terminate, you do not receive a refund of
Sales Charges.
You can choose to receive cash or fund shares. If you choose cash, we would
withdraw your shares, redeem them and send you the proceeds. We will need a
signature guarantee to process your request, which must be signed by all
registered Planholders, if:
o you redeem more than $50,000,
o the redemption check is made payable to someone other than the
Planholder(s) we have on our records, or
o the check is to be sent to an address different from the one we have on
our records.
The redemption price of fund shares will be the Net Asset Value next determined
after we receive your request in proper form.
If you choose to receive fund shares, your Plan shares will be exchanged for
fund shares. Then, you may keep your fund shares or exchange them for shares of
certain other Franklin Templeton funds. Exchanges are more fully described in
the fund's prospectus under "Investor Services - Exchange Privilege." If you
exchange your fund shares for shares of another Franklin Templeton fund, you
cannot exchange the other fund's shares back into Templeton Capital Accumulation
Fund or Plan shares.
We can suspend your right to redeem your Plan shares when:
o trading on the NYSE is restricted
o the NYSE is closed for other than weekends and holidays, or
o the SEC declares an emergency.
You cannot withdraw cash from your account (see "Partial Withdrawals") while
your right to redeem Plan shares is suspended.
REINVESTING AFTER TERMINATION
If you terminate your Plan, you may reinvest your redemption proceeds within 90
days without any Sales Charges by re-opening an identically registered Plan. To
use this privilege, we must receive your reinvestment request and payment within
90 days after you terminated your Plan. We will reinvest your proceeds based on
the net asset value per fund share next determined after we receive your request
and payment. You may use this privilege only once. You may incur taxes on your
reinvestment. Please consult your tax advisor.
You may use this replacement privilege if you have terminated your Plan. You may
use the partial withdrawal privilege if you do NOT want to terminate your Plan
(see "Partial Withdrawals").
If you cancel your Plan (see "How Do I Cancel My Plan and Obtain a Refund?") and
want to reinvest the proceeds, any refunded Sales Charges will be deducted from
your reinvestment.
AUTOMATIC TERMINATION
We will terminate your Plan after you have made 300 monthly investments or if
fund shares are not available and we have not made a substitution, as described
under "How Do the Plans Invest Their Assets? - A Change in the Underlying
Investment." We will give you full credit for any advance investments you have
made.
We will send you a written notice 60 days before we actually terminate your
Plan. On termination, we may liquidate all your Plan shares, or enough Plan
shares to pay all Sales Charges.
You will not receive interest on any of your cash balances. If you do not
terminate your Plan within 60 days after we send you written notice, we will
mail you the shares or a check to the address noted on your Plan records. At
this point, you will have no rights under the Plan. But if the shares or the
check are returned to us undelivered, we will hold these assets for your
benefit, subject only to state law.
TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS
SHARE PRICE
The Plans invest in the fund at Net Asset Value. The fund's Net Asset Value is
based on the value of the securities the fund owns. Since the fund primarily
invests in common stocks, the value of its securities and the net asset value of
its shares fluctuate depending upon the stock market. In other words, if the
stock market declines, so will the value of the fund's securities and the Net
Asset Value of its shares. We base the value of Plan shares on the Net Asset
Value of fund shares. One Plan share equals one fund share, and the Net Asset
Value of a Plan share equals the Net Asset Value of a fund share. As a result,
the value of Plan shares also will fluctuate depending on the stock market, the
value of the fund's securities and the Net Asset Value of fund shares.
A Plan calls for monthly investments regardless of the value of Plan or fund
shares. As a result, you should consider your tolerance for risk and volatility
before investing. A Plan offers no assurance against loss and does not eliminate
the risk of owning any security. If you terminate your Plan when the value of
your Plan shares is less than their cost, you will lose money.
SIGNATURE GUARANTEES
You can have your signature guaranteed by an eligible guarantor. Eligible
guarantors include:
o banks, savings and loans associations, trust companies, industrial loan
companies and credit unions,
o national securities exchanges, registered securities associations and
clearing agencies,
o broker-dealers that are members of a national securities exchange or a
clearing agency or that have minimum net capital of $100,000, or
o institutions that participate in a recognized signature medallion program.
A notarized signature is not sufficient. We may require signature guarantees on
various cash transactions. Also, we require a signature guarantee to transfer
Plan shares, or if we believe that it would protect against potential confusion
or claims. For example, we may require a signature guarantee when:
o we are unable to confirm the current address of one or more joint owners
of an account,
o multiple owners have a dispute or give us inconsistent instructions,
o we have been notified of a potential claim,
o we receive instructions from an agent, not the actual registered owner,
o we determine that joint owners who are married to each other are separated
or may be in divorce proceedings, or
o we are not satisfied that a representative of a corporation, partnership,
association, or other entity has proper authority.
TELEPHONE TRANSACTIONS
You may redeem Plan shares by telephone unless you tell us in writing not to
allow telephone transactions. If you change your mind, you must send us written
instructions to authorize telephone transactions for your Plan. These written
instructions must be signed by each Planholder, with a signature guarantee.
Telephone transactions are very convenient, but carry some risk. For your
protection, we will ask for information to confirm the identity of the caller
and whether the transaction is legitimate. We may delay or refuse a transaction
if we are not reasonably satisfied that the transaction is legitimate. We may
record your telephone call.
We are not responsible for any loss that occurs if we delay or refuse a
telephone transaction, or if you are unable to execute a transaction by
telephone. We also are not responsible for any loss if we follow instructions by
phone that we reasonably believe are genuine.
You should not have any difficulty in reaching us by phone. If you do, you may
ask your Securities Dealer for assistance or send us written instructions.
Please refer to the sections of this prospectus that discuss the transaction you
would like to make or call the TCAP Dedicated Service Group at 1-888-881-TCAP.
INDIVIDUAL RETIREMENT ACCOUNTS
You may be eligible to set up an IRA. We offer an IRA Agreement for investment
in the Plans through Franklin Templeton Trust Company (FTTC), an affiliate of
the Custodian. Under the Agreement, FTTC provides custodial and other services
to you for an annual service fee of $10.00. FTTC is qualified under IRS
regulations to act as an IRA custodian.
You may start an IRA by executing the IRA Application and by making the initial
Plan investment. Under current law, your maximum annual contribution is limited
to the lesser of 100% of your compensation or $2,000. A second account may be
set up for a non-working spouse, and the maximum contribution for both accounts
is $4,000. If you or your spouse participate in a tax-qualified or
government-approved retirement plan, your IRA contributions may or may not be
tax deductible, depending on your income.
YOU SHOULD KNOW THAT CONTRIBUTIONS IN EXCESS OF THESE LIMITS, PREMATURE
DISTRIBUTIONS, AND/OR INSUFFICIENT WITHDRAWALS AFTER AGE 70 1/2 MAY RESULT IN
SUBSTANTIAL ADVERSE TAX CONSEQUENCES. In addition to your regular monthly
investments, once each year you may invest an additional amount to bring your
total investment for the year up to the exact amount authorized by the IRS for
your IRA. "Rollover contributions," as defined in IRS regulations, are also
allowed. Odd amounts, not in exact multiples of the monthly investment unit,
will be accepted for all rollovers and transfers into IRAs. An IRA may not be
established by changing the registration of an existing plan. You should inform
the Custodian of the nature of your contribution when you send it in to prevent
rejection.
A Roth IRA established by conversion of a Plan regular IRA shall not be
considered to create a new Plan.
We invest your contributions on the day they are received by the Custodian.
Within seven days of making your initial contribution, you may ask us in writing
to revoke your IRA account and receive the greater of the net asset value of
your account (including the Sales Charges) or the amount that you contributed.
TAX-SHELTERED RETIREMENT PLANS
You may purchase a Plan to establish a tax-sheltered retirement plan, including
a custodial account under Section 403(b) of the Code (403(b) accounts) or a
qualified retirement plan under Section 401(a) of the Code (QRPs). A
tax-sheltered retirement plan may not be established by changing the
registration of an existing plan. FTTC may serve as either trustee or custodian
for these plans. FTTC currently charges a fee of $10.00 per year for maintaining
each 403(b) account or QRP. QRPs may only be established if your Securities
Dealer is not considered a fiduciary, as that term is defined in Section 3(21)
of the Employee Retirement Income Security Act of 1974.
If you establish a Plan in a 403(b) account or QRP, you likely will release any
cancellation and refund rights that you may have under the Plan (see "How Do I
Cancel My Plan and Obtain A Refund?") because of the withdrawal restrictions of
your 403(b) account or QRP. To establish a 403(b) account or QRP, you must sign
a form, supplied by your Securities Dealer, acknowledging the restrictions on
your cancellation and refund rights.
TRANSFERRING YOUR PLAN
You may transfer your Plan to another person, such as a relative, charitable
institution or trust, who will only have the right to fully withdraw from the
Plan. Or, you can transfer your Plan to another person, trustee or custodian
that is acceptable to us and who has applied to us for a similar Plan. If you
would like to transfer your Plan to someone else, please contact us and we will
give you the appropriate form. Transfers may be subject to tax. Please consult
your tax advisor.
SERVICES TO HELP YOU MANAGE YOUR PLAN
AUTOMATIC INVESTMENT PROGRAM
Our automatic investment program offers a convenient way to invest in a Plan.
Under the program, you can have money transferred automatically from your
checking or savings account to a Plan each month to buy additional shares. If
you are interested in this program, please contact your investment
representative. The market value of fund shares may fluctuate and a systematic
investment program such as this will not assure a profit or protect against a
loss. You may discontinue the program at any time by sending written notice to
us, which must be received at least 10 days prior to the collection date.
CHANGING THE AMOUNT OF YOUR MONTHLY INVESTMENT
You may increase or decrease your Plan's fixed monthly investment by sending or
having your Securities Dealer send us written notice and a new Plan application.
You may choose any monthly investment amount shown in the tables on pages xx and
xx. The Sales Charges that you pay will be adjusted to reflect your change.
o You may increase your monthly investment at any time.
o If you increase your monthly investment, you have 6 months to change your
mind, but you may not decrease your Plan lower than your original monthly
investment amount.
o In the first 6 months of your Plan, you may decrease your monthly
investment by 50%.
The Sales Charges already paid on the existing Plan will be credited to the
Sales Charge applicable to the new Plan. Excess Sales Charges will be invested
at net asset value on the day the change occurs while amounts still due will be
deducted as an expense to the new Plan account.
MAKING INVESTMENTS AHEAD OF SCHEDULE
Your Plan calls for 180 monthly investments. You may complete your Plan ahead of
schedule by making investments before their due date, you may make up to 24
monthly investments in a calendar year. In addition to the 24 monthly
investments, you may prepay up to 24 monthly investments during the life of your
Plan. Monthly investments may be accrued and paid in a lump sum. You pay the
same Sales Charge whether or not you make monthly investments in advance.
The limits on the number of investments you can make in one year or at one time
will be waived:
o if you are behind schedule on your monthly investments,
o in the case of a transfer or rollover into an IRA, or
o if the Planholder dies, to allow the Plan to be completed at one time by
the heirs or estate of the Planholder.
A Plan is not considered behind schedule if: (1) it has been completed and not
redeemed; (2) it has not been completed but you have made at least as many
investments as there are months since the Plan began or since a Plan size
increase; or (3) it is a tax qualified plan or an IRA.
EXTENDED INVESTMENT OPTION
Under our Extended Investment Option, you may continue to make monthly
investments for up to an additional 120 investments after completing all 180
scheduled investments. The Sales Charge on each monthly investment will be the
same as the charge on your last scheduled investment under your Plan.
You will lose your right to the Extended Investment Option if you fail to make
monthly investments for 6 consecutive months. All Extended Investment Options
will end after a total of 300 monthly investments.
SYSTEMATIC WITHDRAWAL PROGRAM
When you complete your 180 investments, you may make regular cash withdrawals
under our Systematic Withdrawal Program. Under this program, we will redeem
enough of your Plan shares to provide regular cash payments to you of $50 or
more on a monthly, quarterly, semiannual or annual basis. To participate in the
program, the value of your account must be at least $5,000. There are no charges
for withdrawals under our Systematic Withdrawal Program. Except for the $50
minimum, there is no limit on the size of your withdrawals. You may change the
amount of your cash withdrawal or discontinue it at any time. Please call the
TCAP Dedicated Service Group at 1-888-881-TCAP for information on how to
establish a Systematic Withdrawal Program.
Please note that:
o Withdrawals in excess of dividends and distributions may exhaust your
account, and cannot be considered as income on your investment.
o You may realize a gain or loss for tax purposes on each cash withdrawal.
o If you own two or more Plans, it probably is not in your financial interest
to withdraw cash from a completed Plan while still making regular
investments on an uncompleted Plan.
o You may not receive dividends and distributions in cash while you are
receiving cash withdrawals under the program.
If your Plan is part of an IRA and you are age 59 1/2 or older, you may
participate in the program even if you have not completed your 180 investments
under the Plan. For retirement plans subject to mandatory distribution
requirements, the $50 minimum will not apply.
You will generally receive your payment by the end of the month in which a
payment is scheduled. When you sell your shares under a Systematic Withdrawal
Program, it is a taxable transaction.
You may discontinue the Systematic Withdrawal Program, change the amount and
schedule of withdrawal payments, or suspend one payment by notifying us in
writing at least 7 business days before the end of the month preceding a
scheduled payment.
ELECTRONIC FUND TRANSFERS
You may choose to have dividend and capital gain distributions or payments under
the Systematic Withdrawal Program sent directly to a checking or savings
account. If the account is with a bank that is a member of the Automated
Clearing House, the payments may be made automatically by electronic funds
transfer. If you choose this option, please allow at least 15 days for initial
processing. We will send any payments made during that time to the address of
record on your account.
TELEFACTS(R)
Our TeleFACTS system offers around-the-clock access to information about your
account or obtain price and performance information about the fund. This service
is available from touch-tone phones at 1-800/247-1753. For a free TeleFACTS
brochure, call 1-800/DIAL BEN.
STATEMENTS AND REPORTS TO PLANHOLDERS
You will receive statements that show your Plan account transactions. You also
will receive the fund's financial reports every six months. To reduce fund
expenses, we try to identify related shareholders in a household and send only
one copy of the financial reports. If you need additional copies, please call
the TCAP Dedicated Service Group at 1-888-881-TCAP.
If there is a dealer or other investment representative of record on your
account, he or she also will receive statements and other information about your
account directly from the fund.
WHAT IF I HAVE QUESTIONS ABOUT MY PLAN?
If you have any questions about your Plan, you may write:
FRANKLIN TEMPLETON DISTRIBUTORS, INC.
DEALER MAIN OFFICE SERVICES
100 FOUNTAIN PARKWAY
ST. PETERSBURG, FLORIDA 33716-1205
You may also contact us by phone at the number listed below.
HOURS (PACIFIC TIME,
DEPARTMENT NAME TELEPHONE NO. MONDAY THROUGH FRIDAY)
- -------------------------------------------------------------------------------
TCAP Dedicated Service Group 1-888-881-TCAP 6:00 a.m. to 5:00 p.m.
For your protection and to help ensure we provide you with quality service, all
calls may be monitored or recorded.
FINANCIAL STATEMENTS
GLOSSARY
1933 ACT - Securities Act of 1933, as amended
1940 ACT - Investment Company Act of 1940, as amended
CODE - Internal Revenue Code of 1986, as amended
CUSTODIAN - Templeton Funds Trust Company, also referred to as TFTC
DISTRIBUTORS - Franklin Templeton Distributors, Inc., the principal underwriter.
Also referred to as the Sponsor.
FRANKLIN TEMPLETON FUNDS - The U.S. registered mutual funds in the Franklin
Group of Funds(R) and the Templeton Group of Funds except Franklin Templeton
Variable Insurance Products Trust, Templeton Capital Accumulator Fund, Inc., and
Templeton Variable Products Series Fund.
FRANKLIN TEMPLETON GROUP - Franklin Resources, Inc., a publicly owned holding
company, and its various subsidiaries
FRANKLIN TEMPLETON GROUP OF FUNDS - All U.S. registered investment companies in
the Franklin Group of Funds(R) and the Templeton Group of Funds
FTTC - Franklin Templeton Trust Company, an affiliate of Distributors and both
are wholly owned subsidiaries of Resources.
FUND - Templeton Capital Accumulator Fund, Inc., the underlying investment for
the Plans.
INVESTMENT COUNSEL - Templeton Investment Counsel, Inc., the Fund's investment
manager
IRA - Individual retirement account or annuity qualified under section 408 of
the Code
IRS - Internal Revenue Service
NASD - National Association of Securities Dealers, Inc., a non-profit
self-regulatory organization operating under the supervision of the SEC.
NET ASSET VALUE (NAV) - The value of a mutual fund is determined by deducting
the fund's liabilities from the total assets of the portfolio. The net asset
value per share is determined by dividing the net asset value of the fund by the
number of shares outstanding.
NYSE - New York Stock Exchange
OFFERING PRICE - The public offering price of Plan shares is based on the Net
Asset Value per share of the fund, plus Sales Charges. One Plan share equals one
fund share. The public offering price of fund shares is Net Asset Value per
share. Shares of the fund may be initially acquired through an investment in
Templeton Capital Accumulation Plans. The charges for the first year of a Plan
can amount to 50% of the amounts paid during that year under the Plan.
PLANS - The Templeton Capital Accumulation Plans
RESOURCES - Franklin Resources, Inc.
SAI - Statement of Additional Information
SALES CHARGES - The Sponsor receives compensation for creating your Plan and for
selling expenses and commissions to dealers, which is deducted from each monthly
investment as a Sales Charge.
SEC - U.S. Securities and Exchange Commission
SECURITIES DEALER - A financial institution that, either directly or through
affiliates, has an agreement with Distributors to handle customer orders and
accounts with the fund. This reference is for convenience only and does not
indicate a legal conclusion of capacity.
SPONSOR - Franklin Templeton Distributors, Inc., the principal underwriter. Also
referred to as Distributors.
TELEFACTS(R) - Franklin Templeton's automated customer servicing system
TFTC - Templeton Funds Trust Company, the custodian for the Plans as described
in the Plan prospectus
WE/OUR/US - Unless the context indicates a different meaning, these terms refer
to the Plan trust, the Sponsor and/or the Custodian.
APPENDIX
OFFICERS AND DIRECTORS OF THE SPONSOR
The following sets forth the directors and executive officers of the Sponsor:
Charles B. Johnson, Chairman of the Board and Director, is Director, President
and Chief Executive Officer of Franklin Resources, Inc. ("Franklin Resources")
and Director and Chairman of the Board of Franklin Advisers, Inc. ("Franklin
Advisers"), Franklin Investment Advisory Services, Inc.; Director,
Franklin/Templeton Investor Services, Inc. and Franklin Templeton Services, Inc.
Gregory E. Johnson, President, is Vice President of Franklin Resources and
Franklin Advisers.
Rupert H. Johnson, Jr., Executive Vice President and Director, is Director and
Executive Vice President of Franklin Resources, Director and President of
Franklin Advisers and Franklin Investment Advisory Services, Inc.; Senior Vice
President, Franklin Advisory Services, LLC; Director, Franklin/Templeton
Investor Services, Inc.; and Director and Chairman of the Board of Franklin
Management, Inc. ("Franklin Management").
Harmon E. Burns, Executive Vice President and Director, is Executive Vice
President and Director of Franklin Resources and Franklin Templeton Services,
Inc. and Executive Vice President of Franklin Advisers; Director, Franklin
Investment Advisory Services, Inc. and Franklin/Templeton Investor Services,
Inc.
Charles E. Johnson, Senior Vice President, is Director and Senior Vice President
of Franklin Resources, President and Director, Templeton Worldwide, Inc.;
President and Chief Executive Officer, Templeton/Franklin Investment Services,
Inc.; Director and Chairman, Templeton Investment Counsel, Inc.; Director and
Chairman of the Board, Franklin Agency, Inc., and Vice President of Franklin
Advisers.
Peter D. Jones, Executive Vice President.
Daniel T. O'Lear, Executive Vice President.
Deborah R. Gatzek, Senior Vice President and Assistant Secretary, is Senior Vice
President and General Counsel of Franklin Resources; Senior Vice President
Franklin Templeton Services, Inc. and Templeton/Franklin Investment Services,
Inc.; Executive Vice President, Franklin Advisers; Vice President of Franklin
Advisory Services, LLC and Franklin Mutual Advisers, LLC; Vice President, Chief
Legal Officer and Chief Operating Officer, Franklin Investment Advisory
Services, Inc.
Harry G. Mumford, Jr., Senior Vice President, is Executive Vice President and
President - Franklin Templeton Institutional Sales Division of
Templeton/Franklin Investment Services, Inc.
Leslie M. Kratter, Secretary, is Vice President and Secretary of Franklin
Resources and Secretary of Franklin Advisers and Franklin Management.
Philip J. Kearns, Vice President, is Vice President of Franklin Agency, Inc.
Jack Lemein, Vice President, is Executive Vice President of Franklin Advisers
and Vice President of Franklin Management.
Vivian J. Palmieri, Vice President, is Vice President of Franklin Advisers.
Other Senior Vice Presidents of the Sponsor include Edward V. McVey, Phil
Edelstein, John R. McGee, Kent P. Strazza, Robert N. Geppner and Jimmy A.
Escobedo.
Other Vice Presidents of the Sponsor include Mike Hackett, Ken Leder, Bert W.
Feuss and Laura Komar.
Kenneth A. Lewis, Treasurer.
All officers and employees of the Sponsor are covered by a blanket bond in the
amount of $175,000,000.
Note: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the father
and uncle, respectively, of Charles E. Johnson and Gregory E. Johnson.
UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet.
The Cross-Reference Sheet.
The Prospectus consisting of 30 pages.
Undertakings.
The list of contents of Registration Statement.
Signatures.
The following exhibits:
EXHIBIT
NUMBER DESCRIPTION
1. A (1) Custodian Agreement of Registrant - Custodian Agreement
between Franklin Templeton Distributors, Inc. and
Templeton Funds Trust Company./2/
A (2) None.
A (3)(a) None.
A (3)(b) Form of Dealer's Agreement between the
Sponsor and United Services Planning
Association, Inc./1/
A (3)(c) Schedules of sales commissions./1/
A (4) None.
A (5) None.
A (6)(a) Articles of Incorporation and Bylaws of Sponsor./2/
PAGE
EXHIBIT
NUMBER DESCRIPTION
A (7) None.
A (8) None.
A (9) None.
A (10) Form of Application to Plans./1/
2. None.
3. Opinion of Counsel./3/
4. None.
5. Not Applicable.
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1 Previously filed with Pre-Effective Amendment No. 2 to this Registration
Statement on February 28, 1991.
2 Previously filed with Post-Effective Amendment No. 4 to this Registration
Statement on December 30, 1993.
3 Previously filed with Post-Effective Amendment No. 9 to this Registration
Statement on October 30, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
the Depositor, Franklin Templeton Distributors, Inc., on behalf of the
registrant, Templeton Capital Accumulation Plans, has duly caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Petersburg and the State of
Florida on this 29th day of October, 1999.
TEMPLETON CAPITAL ACCUMULATION PLANS
(Registrant)
BY: FRANKLIN TEMPLETON DISTRIBUTORS, INC.
(Depositor)
BY: /s/PETER D. JONES
--------------------------------------
Peter D. Jones
Executive Vice President
