Templeton Developing Markets Trust Class C (TDMTX)
Filed: 19 Mar 02, 12:00am
Filing by Templeton Developing
Markets Trust
Pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: Templeton
Emerging Markets Appreciation
Fund, Inc.
Commission File No. 811-08362
TEMPLETON EMERGING MARKETS
APPRECIATION FUND, INC.
TEMPLETON DEVELOPING MARKETS TRUST
TEMPLETON EMERGING MARKETS FUND, INC.
Broward Financial Centre
FRANKLIN(R)TEMPLETON(R) 500 E. Broward Blvd.
INVESTMENTS Suite 2100
Ft. Lauderdale, FL 33394-3091
Tel 954-527-7500
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE:
For more information, please contact Franklin Templeton Investments at
1-800-342-5236. Members of the media should contact Franklin Templeton Corporate
Communications at 650-312-3395.
TEMPLETON EMERGING MARKETS APPRECIATION FUND, INC. AND
TEMPLETON DEVELOPING MARKETS TRUST
ANNOUNCE PROPOSED REORGANIZATION
TEMPLETON EMERGING MARKETS APPRECIATION FUND, INC. AND
TEMPLETON EMERGING MARKETS FUND, INC.
ANNOUNCE THAT THEIR PROPOSED REORGANIZATION WILL NOT PROCEED
Ft. Lauderdale, Florida, March 19, 2002. The Board of Directors of Templeton
Emerging Markets Appreciation Fund, Inc. ("TEA") (NYSE:TEA) today announced that
it approved a proposal providing for the reorganization of TEA into Templeton
Developing Markets Trust ("Developing Markets Trust"), a registered open-end
management investment company. The proposed reorganization involves Developing
Markets Trust's acquisition of substantially all of the assets of TEA in
exchange for Advisor Class shares of Developing Markets Trust and the
distribution of Advisor Class shares of Developing Markets Trust to shareholders
of TEA as a part of the liquidation and dissolution of TEA. This transaction,
which is expected to be tax-free, is subject to the approval of the shareholders
of TEA, and, if approved, shares will be exchanged based on the respective net
asset values of TEA and Advisor Class shares of Developing Markets Trust.
It is currently anticipated that during the six months after the reorganization,
former TEA shareholders who redeem Advisor Class shares of Developing Markets
Trust received in the reorganization, will pay a redemption fee of up to 2%.
This redemption fee will be paid to Developing Markets Trust to help defray the
transaction costs associated with such a redemption. To help preserve the
tax-free status of the proposed reorganization with Developing Markets Trust,
the previously announced discontinuation of TEA's open-market share repurchase
program remains in effect.
The Boards of Directors of TEA and Templeton Emerging Markets Fund, Inc. ("EMF")
(NYSE: EMF) also today announced that the previously announced reorganization of
TEA into EMF, also a closed-end fund, will not proceed.
TEA's Board of Directors plans to submit the proposed reorganization of TEA into
Developing Markets Trust to TEA's shareholders at TEA's upcoming Annual Meeting
of Shareholders currently scheduled for August 26, 2002. Any solicitation of
proxies by TEA in connection with its shareholder meeting will be made only
pursuant to separate proxy materials filed under federal securities laws. It is
anticipated that these materials will be available in Summer 2002. There can be
no assurances that the shareholders of TEA will vote in favor of the proposed
reorganization.
TEA is designed for investors seeking capital appreciation. Under normal market
conditions, TEA invests substantially all of its assets in a portfolio of equity
securities and debt obligations of issuers in emerging market countries. TEA
currently has total assets of approximately $48 million. Developing Markets
Trust is designed for investors seeking long-term capital appreciation. Under
normal market conditions, Developing Markets Trust invests its assets mainly in
a portfolio of equity securities of developing market companies. Developing
Markets Trust currently has total assets of approximately $1.5 billion. EMF is
designed for investors seeking long-term capital appreciation. EMF seeks to
achieve its objective by investing primarily in emerging country equity
securities. EMF currently has total assets of approximately $158 million.
Templeton Asset Management Ltd., the investment adviser for TEA, Developing
Markets Trust and EMF, is an indirect wholly owned subsidiary of Franklin
Resources, Inc. (NYSE: BEN), a global investment organization operating as
Franklin(R)Templeton(R)Investments. Franklin(R)Templeton(R)Investments provides
global and domestic investment management services through its Franklin,
Templeton, Mutual Series and Fiduciary Trust subsidiaries. The San Mateo,
CA-based company has over 50 years of investment experience and over $266
billion in assets under management as of February 28, 2002. For more
information, please call 1-800-DIAL BEN(R).
-----------------------------
In connection with the proposed reorganization transaction, TEA and Developing
Markets Trust intend to file relevant materials with the U.S. Securities and
Exchange Commission ("SEC"), including a Form N-14 combined proxy statement for
TEA and registration statement for Developing Markets Trust that contains a
prospectus. Because those documents contain important information, TEA
shareholders are urged to read them, if and when they become available. When
filed with the SEC, they will be available at the SEC's website, www.sec.gov.
-2-
TEA shareholders can also obtain copies of these documents and other
transaction-related documents, when available, for free by calling TEA at
1-800-342-5236.
TEA, its directors and executive officers and certain other persons, may be
deemed to be participants in TEA's solicitation of proxies from its shareholders
in connection with the proposed transaction. Information about the directors is
set forth in the proxy statement for TEA's 2001 Annual Meeting of Shareholders.
Participants in TEA's solicitation may also be deemed to include the following
executive officers or other persons whose interests in TEA may not be described
in the proxy statement for TEA's 2001 annual meeting: Mark Mobius (President);
Charles B. Johnson (Vice President); Rupert H. Johnson, Jr. (Vice President);
Harmon E. Burns (Vice President); Charles E. Johnson (Vice President); Martin L.
Flanagan (Vice President); Jeffrey A. Everett (Vice President); John R. Kay
(Vice President); Murray L. Simpson (Vice President and Asst. Secretary);
Barbara J. Green (Vice President and Secretary); David P. Goss (Vice President
and Asst. Secretary); Bruce S. Rosenberg (Treasurer); and Holly Gibson Brady
(Director of Corporate Communications - Franklin Resources, Inc.).
As of the date of this communication, none of the foregoing participants
individually beneficially owns in excess of 1% of TEA's common stock. To the
knowledge of TEA, none of its directors or executive officers has any interest,
direct or indirect, by security holdings or otherwise in TEA, except as set
forth in the proxy statement relating to TEA's 2001 Annual Meeting of
Shareholders or as otherwise disclosed above.
TEA shareholders may obtain additional information regarding the interests of
the participants by reading the proxy statement/prospectus relating to the
reorganization if and when it becomes available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
# # #
-3-