Templeton Developing Markets Trust Class C (TDMTX)
Filed: 20 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. AND
TEMPLETON DEVELOPING MARKETS TRUST ANNOUNCE PROPOSED
REORGANIZATION
TEMPLETON EMERGING MARKETS APPRECIATION FUND, INC. AND
TEMPLETON EMERGING MARKETS FUND, INC. ANNOUNCE THAT PROPOSED
REORGANIZATION WILL NOT PROCEED
MARCH 19, 2002 - PRESS RELEASE Q's AND A's
Q: What does acquiring "substantially all" of the assets of TEA mean?
A: The proposed reorganization involves Developing Markets Trust's acquisition
of all of TEA's assets that exist as of the closing, except for cash, bank
deposits or cash equivalent securities in an estimated amount necessary to
pay the costs and expenses of carrying out the transaction and discharge
any unpaid liabilities of TEA at the closing date. Examples of unpaid
liabilities include declared but unpaid dividends and capital gains
distributions, if any, payable for periods prior to and through the closing
date, custodian fees and taxes.
* * * * *
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 proxy statement by TEA and a
registration statement on Form N-14 by Developing Markets Trust that contains a
prospectus. Because those documents contain important information, shareholders
of TEA are urged to read them, if and when they become available. When filed
with the SEC, they will be available for free at the SEC's website, www.sec.gov.
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); 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 for TEA's 2001 Annual Meeting of Shareholders or as
otherwise disclosed above.
Shareholders may obtain additional information regarding the interests of the
participants by reading the proxy statement of TEA and the prospectus of
Developing Markets Trust if and when they become 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.