SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (section)240-14a-11(c) or
(section)240-14a-12
Franklin Universal Trust
(Name of Registrant as Specified In its Charter)
Franklin Universal Trust
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(3) or
Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Fee paid previously with preliminary material.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
FRANKLIN UNIVERSAL TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 15, 1996
TO THE SHAREHOLDERS OF
FRANKLIN UNIVERSAL TRUST:
Notice is hereby given that the Annual Meeting of Shareholders of Franklin
Universal Trust (the "Fund") will be held at the offices of the Fund, 777
Mariners Island Blvd., San Mateo, California, 94404 at 10:00 a.m. Pacific time,
on February 15, 1996, for the following purposes:
1. To elect a Board of Trustees of the Fund.
2. To ratify or reject the appointment by the Board of Trustees of Coopers &
Lybrand L.L.P., Certified Public Accountants, as the independent auditors for
the Fund for the fiscal year ending August 31, 1996.
3. To consider and act upon any other business (none known as of the date of
this notice) as may legally come before the meeting or any adjournment thereof.
Pursuant to the Fund's By-Laws, the Board of Trustees has fixed the close of
business on November 28, 1995, as the record date for the determination of
shareholders entitled to notice of and to vote at the meeting. Only shareholders
of record at that time will be entitled to vote at the meeting or any
adjournment thereof.
By Order of the Board of Trustees,
DEBORAH R. GATZEK
Secretary
San Mateo, California
Dated: December 14, 1995
PLEASE RETURN YOUR PROXY CARD PROMPTLY
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. IF
YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN THE
ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE
IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE
FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY
PROMPTLY.
This page intentionally left blank.
FRANKLIN UNIVERSAL TRUST
PROXY STATEMENT
777 Mariners Island Blvd.
San Mateo, California 94404
ANNUAL MEETING OF SHAREHOLDERS
To Be Held February 15, 1996
SOLICITATION, REVOCATION AND VOTING OF PROXIES
The enclosed proxy is solicited by and on behalf of the management of Franklin
Universal Trust (the "Fund") in connection with the annual meeting of
shareholders to be held February 15, 1996 (the "Meeting"). You may revoke your
proxy at any time before it is exercised by delivering a written notice to the
Fund expressly revoking your proxy, by signing and forwarding to the Fund a
later-dated proxy, or by attending the Meeting and casting your votes in person.
The cost of soliciting these proxies will be borne by the Fund. In addition to
solicitations by mail, some of the officers and employees of the Fund and
Franklin Advisers, Inc., without extra remuneration, may conduct additional
solicitations by telephone, telegraph and personal interviews. It is expected
that this proxy statement will be first mailed to shareholders on or about
December 14, 1995.
The proxyholders will vote all proxies received. It is the present intention
that, absent contrary instructions, the enclosed proxy will be voted: for the
election as Trustees of the nominees named hereinafter, but the proxyholders
reserve full discretion to cast votes for other persons in the event such
nominees are unable to serve; and for the ratification of the selection of
Coopers & Lybrand L.L.P. as independent auditors for the Fund for the fiscal
year ending August 31, 1996; and in the discretion of the proxyholders upon such
other business not now known or determined as may legally come before the
Meeting. Under relevant state law and the Fund's trust documents, abstentions
and broker non-votes will be included for purposes of determining whether a
quorum is present at the Meeting, but will be treated as votes not cast and,
therefore, will not be counted for purposes of determining whether matters to be
voted upon at the Meeting have been approved.
VOTING OF SECURITIES
Only shareholders of record at the close of business on November 28, 1995, are
entitled to vote at the Meeting or any adjournment thereof. On that date, the
Fund had 26,779,333.483 shares of beneficial interest outstanding, each share
being entitled to one vote. To the Fund's knowledge, no person beneficially owns
more than 5% of the Fund's outstanding shares.
PROPOSAL 1: ELECTION OF TRUSTEES
The following persons, who constitute the current Board of Trustees, have been
nominated to be Trustees of the Fund, to hold office until the next Annual
Meeting of Shareholders and until their successors are elected and shall qualify
to serve. All of the nominees have consented to serve as Trustees. However, if
any nominee is not available for election at the time of the Meeting, the
proxyholders may vote for any other person in their discretion or may refrain
from electing or voting to elect anyone to fill the position. The favorable vote
of the holders of a majority of the shares represented at the Meeting, in person
or by proxy, is required to elect the Trustees. Trustees who are "interested
persons" of the Fund, as defined in the Investment Company Act of 1940, are
designated by an asterisk (*).
SHARES
BENEFICIALLY
OWNED AS OF
NAME, AGE, ADDRESS AND FIVE YEAR BUSINESS EXPERIENCE LENGTH OF SERVICE OCTOBER 31, 1995
Frank H. Abbott, III (74) Trustee since none
1045 Sansome St June 1988
San Francisco, CA 94111
Trustee
President and Director, Abbott Corporation (an investment company); and
director, trustee or managing general partner, as the case may be, of 31 of
the investment companies in the Franklin Group of Funds.
Harris J. Ashton (63) Trustee since 1,352
General Host Corporation June 1988
Metro Center, 1 Station Place
Stamford, CT 06904-2045
Trustee
President, Chief Executive Officer and Chairman of the Board, General Host
Corporation (nursery and craft centers); Director, RBC Holdings, Inc. (a bank
holding company) and Bar-S Foods; and director, trustee or managing general
partner, as the case may be, of 56 of the investment companies in the Franklin
Templeton Group of Funds.
S. Joseph Fortunato (63) Trustee since 2,348
Park Avenue at Morris County March 1989
P. O. Box 1945
Morristown, NJ 07962-1945
Trustee
Member of the law firm of Pitney, Hardin, Kipp & Szuch; Director of General
Host Corporation; director, trustee or managing general partner, as the case
may be, of 58 of the investment companies in the Franklin Templeton Group of
Funds.
David W. Garbellano (80) Trustee since 100
111 New Montgomery St., #402 June 1988
San Francisco, CA 94105
Trustee
Private Investor; Assistant Secretary/Treasurer and Director, Berkeley Science
Corporation (a venture capital company); and director, trustee or managing
general partner, as the case may be, of 30 of the investment companies in the
Franklin Group of Funds.
* Edward B. Jamieson (47) Trustee since 178
777 Mariners Island Blvd. September 1993
San Mateo, CA 94404
President and Trustee
Senior Vice President and Portfolio Manager, Franklin Advisers, Inc.; and
officer and/or director or trustee of five of the investment companies in the
Franklin Group of Funds.
* Charles B. Johnson (62) Trustee since 1,000
777 Mariners Island Blvd. June 1988
San Mateo, CA 94404
Chairman of the Board and Trustee
President and Director, Franklin Resources, Inc.; Chairman of the Board and
Director, Franklin Advisers, Inc. and Franklin Templeton Distributors, Inc.;
Director, Franklin/Templeton Investor Services, Inc. and General Host
Corporation; and officer and/or director, trustee or managing general partner,
as the case may be, of most other subsidiaries of Franklin Resources, Inc. and
of 57 of the investment companies in the Franklin Templeton Group of Funds.
* Rupert H. Johnson, Jr. (55) Trustee since 1,000
777 Mariners Island Blvd. June 1988
San Mateo, CA 94404
Senior Vice President and Trustee
Executive Vice President and Director, Franklin Resources, Inc. and Franklin
Templeton Distributors, Inc.; President and Director, Franklin Advisers, Inc.;
Director, Franklin/Templeton Investor Services, Inc.; and officer and/or
director, trustee or managing general partner, as the case may be, of most
other subsidiaries of Franklin Resources, Inc. and of 43 of the investment
companies in the Franklin Templeton Group of Funds.
Frank W. T. LaHaye (66) Trustee since 2,083
20833 Stevens Creek Blvd. June 1988
Suite 102
Cupertino, CA 95014
Trustee
General Partner, Peregrine Associates and Miller & LaHaye, which are General
Partners of Peregrine Ventures and Peregrine Ventures II (venture capital
firms); Chairman of the Board and Director, Quarterdeck Office Systems, Inc.;
Director, FischerImaging Corporation; and director or trustee, as the case may
be, of 26 of the investment companies in the Franklin Group of Funds.
Gordon S. Macklin (67) Trustee since 3,000
8212 Burning Tree Road January 1993
Bethesda, MD 20817
Trustee
Chairman, White River Corporation (information services); Director, Fund
American Enterprises Holdings, Inc., Lockheed Martin Corporation, MCI
Communications Corporation, MedImmune, Inc. (biotechnology), InfoVest
Corporation (information services), and Fusion Systems Corporation (industrial
technology); and director, trustee or managing general partner, as the case
may be, of 53 of the investment companies in the Franklin Templeton Group of
Funds; and formerly held the following positions: Chairman, Hambrecht and
Quist Group; Director, H & Q Healthcare Investors; and President, National
Association of Securities Dealers, Inc.
Trustees not affiliated with the investment manager ("nonaffiliated trustees")
are currently paid fees of $2,400 per year plus $100 per meeting attended. As
indicated above, certain of the Fund's nonaffiliated trustees also serve as
directors, trustees or managing general partners of other investment companies
in the Franklin Group of Funds(R) and the Templeton Group of Funds (the
"Franklin Templeton Group of Funds") from which they may receive fees for their
services. The following table indicates the total fees paid to nonaffiliated
trustees by the Fund and by other funds in the Franklin Templeton Group of
Funds.
TOTAL FEES NUMBER OF BOARDS IN
RECEIVED FROM THE FRANKLIN TEMPLETON
TOTAL FEES THE FRANKLIN TEMPLETON GROUP OF FUNDS ON
NAME RECEIVED FROM FUND* GROUP OF FUNDS** WHICH EACH SERVES***
Frank H. Abbott, III $3,600 $176,870 31
Harris J. Ashton 3,600 318,125 56
S. Joseph Fortunato 3,600 334,265 58
David W. Garbellano 3,600 153,300 30
Frank W.T. LaHaye 3,500 150,817 26
Gordon S. Macklin 3,600 301,885 53
*For the fiscal year ended August 31, 1995.
**For the calendar year ended December 31, 1994.
***The number of boards is based on the number of registered investment
companies in the Franklin Templeton Group of Funds and does not include the
total number of series or funds within each investment company for which the
trustees are responsible. The Franklin Templeton Group of Funds currently
includes 61 registered investment companies, consisting of more than 162
U.S.-based funds or series.
Nonaffiliated trustees are reimbursed for expenses incurred in connection with
attending board meetings, paid pro rata by each fund in the Franklin Templeton
Group of Funds for which they serve as director, trustee or managing general
partner. No officer or trustee received any other compensation directly from the
Fund. Certain officers or trustees who are shareholders of Franklin Resources,
Inc. may be deemed to receive indirect remuneration by virtue of their
participation, if any, in the fees paid to its subsidiaries.
As of October 31, 1995, the trustees and officers, as a group, owned of record
and beneficially approximately 11,061 shares, or less than 1% of the total
outstanding shares of the Fund. Many of the Fund's trustees also own shares in
various of the other funds in the Franklin Templeton Group of Funds. Charles B.
Johnson and Rupert H. Johnson, Jr. are brothers.
During the last fiscal year, there were twelve meetings of the Board of
Trustees. All of the Trustees attended at least 75% of such meetings. Messrs.
Abbott, Garbellano and LaHaye compose the audit committee of the Board of
Trustees with the function of making recommendations to the full Board with
respect to the selection of auditors and any other issues that may properly come
before the audit committee. The audit committee did not meet during the fiscal
year ended August 31, 1995. There are currently no other standing committees of
the Board of Trustees.
The executive officers of the Fund other than those listed above are:
Name, Age, Address and Five Year Business Experience
Harmon E. Burns (50)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1988
Executive Vice President, Secretary and Director, Franklin Resources, Inc.;
Executive Vice President and Director, Franklin Templeton Distributors, Inc.;
Executive Vice President, Franklin Advisers, Inc.; Director, Franklin/Templeton
Investor Services, Inc.; officer and/or director, as the case may be, of other
subsidiaries of Franklin Resources, Inc.; and officer and/or director or trustee
of 43 of the investment companies in the Franklin Templeton Group of Funds.
Kenneth V. Domingues (63)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President - Financial Reporting and Accounting Standards since January 1995
Senior Vice President, Franklin Resources, Inc., Franklin Advisers, Inc., and
Franklin Templeton Distributors, Inc.; officer and/or director, as the case may
be, of other subsidiaries of Franklin Resources, Inc.; and officer and/or
managing general partner, as the case may be, of 37 of the investment companies
in the Franklin Group of Funds.
Martin L. Flanagan (35)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President and Chief Financial Officer since January 1995
Senior Vice President, Chief Financial Officer and Treasurer, Franklin
Resources, Inc.; Executive Vice President, Templeton Worldwide, Inc.; Senior
Vice President and Treasurer, Franklin Advisers, Inc. and Franklin Templeton
Distributors, Inc.; Senior Vice President, Franklin/Templeton Investor Services,
Inc.; officer of most other subsidiaries of Franklin Resources, Inc.; and
officer of 61 of the investment companies in the Franklin Templeton Group of
Funds.
Deborah R. Gatzek (47)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President and Secretary since 1988
Senior Vice President - Legal, Franklin Resources, Inc. and Franklin Templeton
Distributors, Inc.; Vice President, Franklin Advisers, Inc. and officer of 37 of
the investment companies in the Franklin Group of Funds.
Diomedes Loo-Tam (56)
777 Mariners Island Blvd.
San Mateo, CA 94404
Treasurer and Principal Accounting Officer since January 1995
Employee of Franklin Advisers, Inc.; and officer of 37 of the investment
companies in the Franklin Group of Funds.
Edward V. McVey (58)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1988
Senior Vice President/National Sales Manager, Franklin Templeton Distributors,
Inc.; and officer of 32 of the investment companies in the Franklin Group of
Funds.
R. Martin Wiskemann (68)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President since 1988
Senior Vice President, Portfolio Manager and Director, Franklin Advisers, Inc.;
Senior Vice President, Franklin Management, Inc.; Vice President, Treasurer and
Director, ILA Financial Services, Inc. and Arizona Life Insurance Company of
America; and officer and/or director, as the case may be, of 20 of the
investment companies in the Franklin Group of Funds.
Shareholders are entitled to one vote per share. All voting rights are
non-cumulative, which means that the holders of more than 50% of the shares
voting for the election of Trustees can elect 100% of such Trustees if they
choose to do so and, in such event, the holders of the remaining shares so
voting will not be able to elect any Trustees.
PROPOSAL 2: TO RATIFY OR REJECT THE SELECTION OF INDEPENDENT AUDITORS
The Board of Trustees is requesting ratification of its designation of Coopers &
Lybrand L.L.P., Certified Public Accountants, as independent auditors to audit
the books and accounts of the Fund for the fiscal year ending August 31, 1996.
The selection of auditors was approved at a meeting of the Board of Trustees on
August 15, 1995, and included the favorable vote of a majority of the trustees
who are not interested persons of the Fund. Coopers & Lybrand L.L.P. has no
direct or indirect material beneficial interest in the Fund or Franklin
Advisers, Inc. A representative of Coopers & Lybrand L.L.P. is not expected to
be present at the Meeting. During the fiscal year ended August 31, 1995, the
auditing services of Coopers & Lybrand L.L.P. consisted of the rendering of an
opinion on the financial statements of the Fund. Coopers & Lybrand L.L.P. also
will provide such services for the current fiscal year ending August 31, 1996.
The favorable vote of a majority of the shares represented at the Meeting, in
person or by proxy, is required to ratify the selection of auditors.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF THE SELECTION OF
COOPERS & LYBRAND L.L.P. AS INDEPENDENT AUDITORS OF THE FUND FOR THE FISCAL YEAR
ENDING AUGUST 31, 1996.
PROPOSAL 3: OTHER MATTERS
The Board of Trustees of the Fund does not intend to bring any matters before
the Meeting other than proposals 1 and 2 described above and is not aware of any
other matters to be brought before the Meeting or any adjournments thereof by
others. If any matters properly come before the Meeting, it is intended that the
accompanying proxy may be voted on such matters in accordance with the best
judgment of the persons named in said proxy.
In the event that sufficient votes in favor of the proposals set forth in the
Notice of Annual Meeting of Shareholders are not received by the date of the
Meeting, the proxyholders may propose one or more adjournments of the Meeting
within a reasonable period of time to permit further solicitation of proxies,
even though a quorum is present. Any such adjournment will require the
affirmative vote of a majority of the votes cast on the questions, in person or
by proxy, at the session of the Meeting to be adjourned. The costs of any such
additional solicitation and of any adjourned session will be borne by the Fund.
OTHER INFORMATION
THE MANAGER
Franklin Advisers, Inc. ("Advisers" or "Manager"), 777 Mariners Island Blvd.,
San Mateo, California 94404, serves as the Fund's investment manager. Advisers
is a wholly-owned subsidiary of Franklin Resources, Inc. ("Resources"), a
publicly owned holding company, the principal shareholders of which are Charles
B. Johnson and Rupert H. Johnson, Jr., who own 20% and 16%, respectively of
Resources outstanding shares. Resources is engaged in various aspects of the
financial services industry through its various subsidiaries.
Section 16 of the Securities Exchange Act of 1934, as amended, requires that
directors, certain officers, and persons who own more than ten percent of the
Fund's Shares, as well as the Fund's investment advisers and certain affiliated
persons of those investment advisers, file with the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange reports of their
ownership and changes in ownership of such Shares on Forms 3, 4 and 5. Such
filing persons are required by SEC regulations to furnish to the Fund copies of
all Forms 3, 4 and 5 that they file.
Based upon a review of these filings and certain written representations from
such persons that no other reports were required to be filed, the Fund believes
that, except as noted, the requirements of Section 16 were met. The Fund notes
that a Form 5 was not filed on a timely basis on behalf of Resources with
respect to the Fund's previous four fiscal years to reflect the reinvestment of
dividends associated with Resources' holding of the Fund's initial seed capital
shares. Additionally, a Form 4 was not filed on a timely basis on behalf of
Resources with respect to a purchase of 340,000 Fund shares made on January 9,
1991. Resources has not purchased or sold any additional shares since this
transaction.
SHAREHOLDER PROPOSALS
The Fund anticipates that its next Annual Meeting will be held in February,
1997. Any shareholder intending to present any proposal for consideration at the
Fund's next Annual Meeting must, in addition to meeting other applicable
requirements, mail such proposal to the Fund so that it is received at the
Fund's executive offices not less than 120 days in advance of December 14, 1996.
REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS
The Annual Report to Shareholders of the Fund, including financial statements of
the Fund for the fiscal year ended August 31, 1995, has previously been sent to
all shareholders. Upon request, shareholders may obtain without charge a copy of
the Annual Report by writing the Fund at the address above or calling the Fund
at 1-800/DIAL BEN.
Respectfully Submitted,
DEBORAH R. GATZEK
Secretary
Dated: December 14, 1995
San Mateo, California
SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
FILL IN, DATE AND SIGN THE PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED PREPAID
ENVELOPE.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, GIVE
YOUR FULL TITLE AS SUCH. WHERE STOCK IS HELD JOINTLY, BOTH SIGNATURES ARE
REQUIRED.
FRANKLIN UNIVERSAL TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS - February 15, 1996
The undersigned hereby revokes all previous proxies for his shares and appoints
Harmon E. Burns, Rupert H. Johnson, Jr., Deborah R. Gatzek and Larry L. Greene,
and each of them, proxies of the undersigned with full power of substitution to
vote all shares of Franklin Universal Trust (the "Fund") which the undersigned
is entitled to vote at the Fund's Annual Meeting to be held at 777 Mariners
Island Blvd., San Mateo, California at 10:00 a.m. Pacific time on the 15th day
of February, 1996, including any adjournment thereof, upon such business as may
properly be brought before the Meeting.
1. Election of Trustees
FOR all nominees listed below (except as marked to the contrary below)
WITHHOLD AUTHORITY (to vote for all nominees listed below)
NOTE: To withhold authority to vote for any individual nominee, strike a line
through the nominee's name in the list below.
Frank H. Abbott, III, Harris J. Ashton, S. Joseph Fortunato,
David W. Garbellano, Edward B. Jamieson, Charles B. Johnson,
Rupert H. Johnson, Jr., Frank W.T. LaHaye, Gordon S. Macklin
FOR AGAINST ABSTAIN
2. Ratification of the selection of Coopers & Lybrand L.L.P., Certified Public
Accountants, as the independent auditors for the Fund for the fiscal year ending
August 31, 1996.
GRANT WITHHOLD
3. To vote upon any other business which may
legally come before the meeting.
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE. NO POSTAGE
REQUIRED IF MAILED IN THE U.S.
This proxy is solicited on behalf of the Board of Trustees. It will be voted as
specified. If no specification is made, this proxy shall be voted in favor of
proposals 1 (including all nominees for trustees) and 2. If any other matters
properly come before the meeting about which the proxy holders were not aware
prior to the time of the solicitation, authorization is given the proxy holders
to vote in accordance with the views of management thereon. The management is
not aware of any such matters.
Dated_______________________
- ----------------------------
Signature
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Signature
Note: please sign exactly as your name appears on this proxy. If signing for
estates, trusts, or corporations, title or capacity should be stated. If
shares are held jointly, each holder must sign.