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 and deemed
filed pursuant to Rule 14a-12
under the Securities Exchange Act
of 1934
Subject Company: Templeton Vietnam
and Southeast Asia Fund, Inc.
Commission File No. 811-08632
TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC. AND TEMPLETON
DEVELOPING MARKETS TRUST ANNOUNCE PROPOSED REORGANIZATION
TEMPLETON VIETNAM AND SOUTHEAST ASIA FUND, INC. AND TEMPLETON
DRAGON 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 Vietnam Fund mean?
A: The proposed reorganization involves Developing Markets Trust's acquisition
of all of Vietnam Fund'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 Vietnam Fund 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, Vietnam Fund
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 Vietnam Fund and registration statement for
Developing Markets Trust that contains a prospectus. Because those
documents contain important information, Vietnam Fund shareholders 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.
Vietnam Fund shareholders can also obtain copies of these documents and
other transaction-related documents, when available, for free by calling
Vietnam Fund at 1-800-342-5236.
Vietnam Fund, its directors and executive officers and certain other
persons, may be deemed to be participants in Vietnam Fund'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
Vietnam Fund's 2001 annual meeting of shareholders. Participants in Vietnam
Fund's solicitation may also be deemed to include the following executive
officers or other persons whose interests in Vietnam Fund may not be
described in the proxy statement for Vietnam Fund'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.).
Developing Markets Trust, its trustees and executive officers and certain
other persons, may be deemed to be participants in Developing Markets
Trust's solicitation of proxies, if any, from its shareholders in
connection with the proposed transaction. Information about the trustees is
set forth in the statement of additional information for Developing Markets
Trust dated May 1, 2001, as supplemented January 1, 2002. Participants in
Developing Markets Trust's solicitation may also be deemed to include the
following executive officers or other persons whose interests in Developing
Markets Trust may not be described in the statement of additional
information for Developing Markets Trust, dated May 1, 2001, as
supplemented January 1, 2002: 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 Vietnam Fund's common
stock or 1% of the total number of outstanding shares of beneficial
interest of Developing Markets Trust. As of December 3, 2001, the officers
and trustees of Developing Markets Trust, as a group, owned of record and
beneficially less than 14.40% of the outstanding Advisor Class shares and
less than 1% of the other classes of Developing Markets Trust. To the
knowledge of Vietnam Fund and Developing Markets Trust, respectively, none
of their respective directors, trustees, or executive officers has any
interest, direct or indirect, by security holdings or otherwise in Vietnam
Fund or Developing Markets Trust, respectively, except as set forth in the
proxy statement relating to the Vietnam Fund's 2001 Annual Meeting of
Shareholders, the statement of additional information for Developing
Markets Trust, dated May 1, 2001, as supplemented January 1, 2002, or as
otherwise disclosed above.
Shareholders may obtain additional information regarding the interests of
the participants by reading the proxy statement of Vietnam Fund and the
proxy statement and 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.