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):
[ ] $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 (set forth the
amount on which the filing fee is calculated and state how it
was determined.)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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:
IMPORTANT INFORMATION
FOR SHAREHOLDERS OF
FRANKLIN UNIVERSAL TRUST
The enclosed materials include your proxy statement and proxy card. The proxy
card serves as a ballot, allowing you to express your views regarding certain
aspects of the Fund's operations. Please fill out and sign the proxy card,
and return it in the accompanying postage-prepaid envelope to the Fund, which
will assure that your votes are cast in accordance with your preferences.
The Fund is requesting your vote on just two matters - the election of a
Board of Trustees and the confirmation of the Board of Trustees' appointment
of the independent auditors for the Fund - which are annually presented to
the Fund's shareholders for their consideration. By completing and signing
the proxy card, and mailing it to the Fund, you reduce the possibility that
the Fund will need to spend money to conduct additional or follow-up
solicitations of shareholders.
The Fund is eager to receive your votes on the proposed matters. Please take
a moment to review these materials and return your proxy to the Fund.
TABLE OF CONTENTS
A Letter from the Chairman
Notice of Annual Meeting of Shareholders
The Proxy Statement.............................. 1
Proposal 1....................................... 2
Proposal 2....................................... 7
Other Information................................ 8
777 Mariners Island Blvd.
P.O. Box 7777
San Mateo, CA 94403-7777
415/312-3000
A Letter from the Chairman
Dear Fellow Shareholders:
I am writing to request that you consider two matters that relate to your
ownership of shares in the Franklin Universal Trust (the "Fund"). The Board
of Trustees (the "Board") of the Fund asks that you cast your proxies on two
issues:
1. Electing the Board of Trustees to oversee the management of the
Fund; and
2. Ratifying the appointment by the Trustees of Coopers & Lybrand
L.L.P. as the independent auditors for the Fund for its current
fiscal year.
You will recall that the Fund, in the context of holding its annual meeting
each year, submits the election of Trustees and the approval of the Fund's
auditors to a shareholder vote. As in past years, we urge you to confirm the
Board's recommendations by electing the proposed Trustees and ratifying the
selection of auditors.
The proxy statement for the 1997 Annual Meeting of Shareholders now includes
explanatory notes (in italics) that are designed to provide you with a
simpler and more concise explanation of certain issues. While much of the
information that must be furnished in the proxy statement is technical and
required by the various regulations that govern the Fund, we hope that the
use of this format will be helpful to you.
The vote of each shareholder is important to the Fund. On behalf of the
Trustees, thank you in advance for the consideration that I am confident that
you will give to these issues as you read the proxy statement and execute
your proxy card.
Sincerely,
CHARLES B. JOHNSON
Chairman
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The Notice, set forth below, constitutes the formal agenda for the Annual
Meeting of Shareholders. The Notice specifies what issues will be considered
by shareholders, and the time and location of the Meeting.
All shareholders are cordially invited to attend the Meeting in
person. If you do not expect to attend the Meeting, please indicate
your voting instructions on the proxy card, which is included with
these materials, 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, please mail
in your executed proxy promptly.
FRANKLIN UNIVERSAL TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 2, 1997
To the Shareholders of Franklin Universal Trust:
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Franklin Universal Trust (the "Fund") will be held at the
offices of the Fund, 777 Mariners Island Blvd., San Mateo, California, 94404
at 2:00 p.m. Pacific time, on April 2, 1997, to consider the following
matters:
1. To elect a Board of Trustees of the Fund.
2. To ratify or reject the selection of Coopers & Lybrand L.L.P., as
independent auditors for the Fund for the current fiscal year.
3. To consider any other business (none being known to the Board as of
the date of this Notice) as may properly come before the Meeting.
As provided in the Fund's By-Laws, the Board of Trustees has fixed the close
of business on January 23, 1997, as the record date for the determination of
shareholders entitled to notice of and to vote at the Meeting. Shareholders
who appear on the Fund's books on the record date ("shareholders of record")
will be entitled to vote at the Meeting or any adjournments thereof.
By Order of the Board of Trustees,
DEBORAH R. GATZEK
Secretary
San Mateo, California
Dated: February 7, 1997
PLEASE RETURN YOUR PROXY CARD PROMPTLY
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
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The proxy statement, which begins below, is designed to furnish
shareholders with the information necessary to vote on the matters
listed in the Notice. Certain of the information in the proxy
statement must be included because of requirements of the Securities
and Exchange Commission (the "SEC").
FRANKLIN UNIVERSAL TRUST
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 2, 1997
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 April 2, 1997 (the "Meeting"). You may revoke your
previously granted proxy at any time before it is exercised (1) by delivering
a written notice to the Fund expressly revoking your proxy, (2) by signing
and forwarding to the Fund a later-dated proxy, or (3) 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, the Fund's investment adviser,
Franklin Advisers, Inc., and its affiliates, without extra compensation, may
conduct additional solicitations by telephone, telegraph and personal
interviews. An outside professional soliciting firm may also be retained to
aid in the solicitation of proxies, at the Fund's expense. It is expected
that this proxy statement will be first mailed to shareholders on or about
February 7, 1997.
The Fund is requesting your vote on two matters at the April 2nd annual
Meeting. The Board of Trustees (the "Board") recommends that shareholders
vote:
(1) For the election as Trustees of the nominees, and
(2) For the ratification of the selection of Coopers & Lybrand L.L.P.
as independent auditors
The proxyholders will vote all proxies received in accordance with the
directions in each proxy. It is anticipated that, absent contrary
instructions, the enclosed proxy will be voted: FOR the election as Trustees
the nominees named hereinafter, but the proxyholders may vote for other
persons, if any nominees are unable to serve; FOR the ratification of the
selection of Coopers & Lybrand L.L.P., Certified Public Accountants, as
independent auditors for the Fund for the fiscal year ending August 31, 1997.
Proxyholders may also vote on other business (none is known at this date) as
may legally come before the Meeting. Under relevant state law and the Fund's
trust documents, abstentions and broker non-votes will be counted to
determine whether a quorum is present at the Meeting, but will not be counted
for purposes of determining whether matters to be voted upon at the Meeting
have been approved.
VOTING OF SECURITIES
Shareholders of record on the Fund's books at the close of business on
January 23, 1997, are entitled to vote at the Meeting or any adjournments
thereof. On that date, the Fund had 26,779,333.483 shares of beneficial
interest ("Shares") outstanding, each Share being entitled to one vote.
Occasionally, the number of Shares of the Fund held in the "street name"
accounts of various securities dealers for the benefit of their clients may
exceed 5% of the total Shares outstanding. To the Fund's knowledge, no other
person beneficially or of record owns more than 5% of the Fund's outstanding
Shares.
PROPOSAL 1: ELECTION OF TRUSTEES
The role of trustees is to provide general oversight of the Fund's business,
and to ensure that the Fund is operated for the benefit of shareholders. The
trustees meet monthly, and review the Fund's investment performance. The
trustees also oversee the services furnished to the Fund by its investment
adviser and various other service providers.
The following persons, who make up the current Board of Trustees (the
"Board") 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 qualified to serve: 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, and Gordon S. Macklin.
All have consented to serve as trustees if elected. 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 they may choose not to
elect or vote to elect anyone to fill the position. Provided that a quorum is
present, the nine nominees receiving the greatest number of votes will be
elected.
Shares Beneficially
Owned in the
Shares Beneficially Franklin Templeton
Name, Age, Address, Held in the Fund Group of Funds
and Five-Year Length of as of December (including the Fund) as
Business Experience Service 15, 1996 of December 15, 1996
Frank H. Abbott, III (75) Trustee since None 884,578
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 Templeton Group of Funds.
Harris J. Ashton (64) Trustee since 1,352 290,183
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 (a meat packing company); and
director, trustee or managing general partner, as the case may be, of 55 of
the investment companies in the Franklin Templeton Group of Funds.
Shares Beneficially
Owned in the
Shares Beneficially Franklin Templeton
Name, Age, Address, Held in the Fund Group of Funds
and Five-Year Length of as of December (including the Fund) as
Business Experience Service 15, 1996 of December 15, 1996
S. Joseph Fortunato (64) Trustee since 2,348 371,828
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 57 of the investment companies in the Franklin Templeton Group of
Funds.
David W. Garbellano (81) Trustee since 100 193,896
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 31 of the investment
companies in the Franklin Templeton Group of Funds.
*Edward B. Jamieson (48) Trustee since None 235,362
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 Templeton Group of Funds.
*Charles B. Johnson (64) Trustee since 1,000 1,088,337
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 of the other subsidiaries of Franklin
Resources, Inc. and of 56 of the investment companies in the Franklin
Templeton Group of Funds.
Shares Beneficially
Owned in the
Shares Beneficially Franklin Templeton
Name, Age, Address, Held in the Fund Group of Funds
and Five-Year Length of as of December (including the Fund) as
Business Experience Service 15, 1996 of December 15, 1996
*Rupert H. Johnson, Jr. (56)Trustee since 1,000 11,060,625
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.; Senior Vice President and Director, Franklin Advisory Services, Inc.
and Franklin Investment Advisory Services, Inc.; Director,
Franklin/Templeton Investor Services, Inc.; and officer and/or director,
trustee or managing general partner, as the case may be, of most of the
other subsidiaries of Franklin Resources, Inc. and of 60 of the investment
companies in the Franklin Templeton Group of Funds.
Frank W. T. LaHaye (67) Trustee since 2,083 494,317
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.
(software firm); Director, FischerImaging Corporation (medical imaging
systems); and director or trustee, as the case may be, of 26 of the
investment companies in the Franklin Templeton Group of Funds.
Gordon S. Macklin (68) Trustee since 3,000 273,717
8212 Burning Tree Road January 1993
Bethesda, MD 20817
Trustee
Chairman, White River Corporation (information and financial services);
Director, Fund American Enterprises Holdings, Inc. (financial services), MCI
Communications Corporation, CCC Information Services Group, Inc.
(information services), MedImmune, Inc. (biotechnology), Source One Mortgage
Services Corporation (financial services), Shoppers Express (home shopping),
Spacehab, Inc. (aerospace services); and director, trustee or managing
general partner, as the case may be, of 52 of the investment companies in
the Franklin Templeton Group of Funds; formerly Chairman, Hambrecht and
Quist Group (venture capital and investment banking); Director, H & Q
Healthcare Investors (investment trust); and President, National Association
of Securities Dealers, Inc.
The trustees are paid a fixed fee from the Fund for serving on the Board.
Each of the trustees also serve on the boards of other investment companies
in the Franklin Templeton Group of Funds. There is one committee of the
Board - the Audit Committee - which furnishes the Board with recommendations
regarding the selection of auditors. Trustees not affiliated with the
investment manager ("nonaffiliated trustees") are currently paid fees of
$2,400 per year plus $100 per meeting attended and are reimbursed for
expenses incurred in connection with attending such meetings.
As indicated above, each of the Fund's nonaffiliated trustees also serve as
directors, trustees or managing general partners of other investment
companies in the Franklin Templeton Group of Funds. The trustees and the
Fund's management believe that having the same individuals serving on the
boards of many of the funds in the Franklin Templeton Group of Funds enhances
the ability of each fund to obtain, at a relatively modest cost to each
separate fund, the services of high caliber, experienced and knowledgeable
independent trustees who can more effectively oversee the management of the
funds. They may receive fees for their services from other funds, as well.
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 Received Number of Boards in
Total Fees from Franklin Templeton the Franklin Templeton
Received Group of Funds Group of Funds on
Name from Fund* Including the Fund** Which Each Serves***
Frank H. Abbott, III $3,500 $165,236 31
Harris J. Ashton 3,500 343,591 55
S. Joseph Fortunato 3,500 360,411 57
David W. Garbellano 3,500 148,916 31
Frank W.T. LaHaye 3,400 139,233 26
Gordon S. Macklin 3,500 335,541 52
*For the fiscal year ended August 31, 1996.
**For the calendar year ended December 31, 1996.
***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 62 registered investment companies, consisting of more than 171 U.S.
based mutual funds or series.
Nonaffiliated trustees are reimbursed for expenses incurred in connection
with attending Board meetings. Each fund in the Franklin Templeton Group of
Funds for which they serve as director, trustee or managing general partners
pays a share of these expenses. 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 in the fees received by
subsidiaries of Franklin Resources, Inc. ("Resources").
During the last fiscal year, there were eleven 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. The Audit Committee met four times
during the fiscal year ended August 31, 1996. The Fund currently does not
have a standing nominating or compensation committee 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 (51)
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. and Franklin Templeton
Services, 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 60 of the
investment companies in the Franklin Templeton Group of Funds.
Martin L. Flanagan (36)
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.; President, Franklin Templeton Services, 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.; Treasurer,
Franklin Advisory Services, Inc. and Franklin Investment Advisory Services,
Inc.; officer of most of the other subsidiaries of Franklin Resources, Inc.;
and officer, director and/or trustee of 60 of the investment companies in the
Franklin Templeton Group of Funds.
Deborah R. Gatzek (48)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President and Secretary since 1988
Senior Vice President and General Counsel, Franklin Resources, Inc.; Senior
Vice President, Franklin Templeton Services, Inc. and Franklin Templeton
Distributors, Inc.; Vice President, Franklin Advisers, Inc., Franklin
Advisory Services, Inc., Franklin Investment Advisory Services, Inc., and
officer of 60 of the investment companies in the Franklin Templeton Group of
Funds.
Diomedes Loo-Tam (57)
777 Mariners Island Blvd.
San Mateo, CA 94404
Treasurer and Principal Accounting Officer since January 1995
Employee of Franklin Advisers, Inc.; and officer of 38 of the investment
companies in the Franklin Templeton Group of Funds.
Edward V. McVey (59)
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 Templeton Group of Funds.
R. Martin Wiskemann (70)
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 officer and/or
director, as the case may be, of 21 of the investment companies in the
Franklin Templeton Group of Funds.
All officers serve at the pleasure of the Board.
On December 15, 1996, the trustees and officers as a group beneficially owned
less than 1% of the Fund's outstanding Shares.
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
Coopers & Lybrand L.L.P. has served as the independent auditors for the Fund
since its inception in 1988. The Board recommends that you vote in favor of
the selection of Coopers & Lybrand L.L.P. as auditors for the Fund for the
fiscal year ending August 31, 1997.
The Board is requesting ratification of its selection 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, 1997.
The selection of auditors was approved at a meeting of the Board on
August 15, 1996, and included the favorable vote of a majority of the
trustees who are not interested persons of the Fund. A representative of
Coopers & Lybrand L.L.P. is not expected to be present at the Meeting. During
the fiscal year ended August 31, 1996, the auditing services of Coopers &
Lybrand L.L.P. consisted of the rendering of an opinion on the financial
statements of the Fund.
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.
PROPOSAL 3: OTHER MATTERS
The Board of the Fund does not intend to bring any matters before the Meeting
other than Proposals 1 and 2 and is not aware of any other matters to be
brought before the Meeting by others. If any other matters do properly come
before the Meeting, the proxyholders will use their best judgment in voting
on such matters.
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. This will permit further solicitation of
proxies, even though a quorum is present. Any 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 are paid by the
Fund.
OTHER INFORMATION
The SEC requires that the following information be provided to the Fund's
shareholders even though not directly related to the proposals you are being
asked to consider. Because the Fund is a closed-end investment company, the
Fund and its officers and trustees are subject to certain reporting and
filing requirements described below.
The Manager
Franklin Advisers, Inc. ("Advisers"), 777 Mariners Island Blvd., San Mateo,
California 94404 serves as the Fund's investment manager. Advisers is a
wholly-owned subsidiary of Resources, a publicly owned holding company.
Resources' principal shareholders are Charles B. Johnson and Rupert H.
Johnson, Jr., who own approximately 19% and 15%, respectively, of Resources'
outstanding shares. Resources is engaged in various aspects of the financial
services industry through its various subsidiaries. Advisers and its
affiliates act as investment manager or administrator to 62 U.S. registered
investment companies (171 separate series) with aggregate assets of over
$179.6 billion.
The Administrator
Under an agreement with Advisers, Franklin Templeton Services, Inc. ("FT
Services"), whose principal address is also 777 Mariners Island Blvd., San
Mateo, CA 94404, provides certain administrative services and facilities for
the Fund. FT Services is a wholly-owned subsidiary of Resources.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934, as amended, requires that
certain specified persons file with the SEC and the New York Stock Exchange,
reports of their ownership and changes in ownership of Shares on Forms 3, 4
and 5. Filers are required by SEC regulations to furnish to the fund copies
of all Forms 3, 4 and 5 that they file.
During the fiscal year ended August 31, 1995, Martin L. Flanagan and Diomedes
Loo-Tam inadvertently failed to file in a timely manner in accordance with
Section 16 of the Securities Exchange Act of 1934, initial Form 3s due upon
becoming an officer. Martin L. Flanagan became Vice President and Chief
Financial Officer in January 1995 and Diomedes Loo-Tam was elected Treasurer
and Principal Accounting Officer in January 1995. Neither Mr. Flanagan nor
Mr. Loo-Tam engaged in any transactions with the Fund.
Shareholder Proposals
The Fund anticipates that its next Annual Meeting will be held in April,
1998. 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 February 7,
1998.
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, 1996, 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: February 7, 1997
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 SHARES ARE HELD JOINTLY, ALL SIGNATURES ARE
REQUIRED.
FRANKLIN UNIVERSAL TRUST PROXY
ANNUAL MEETING OF SHAREHOLDERS - APRIL 2, 1997
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 2:00 p.m. Pacific
time on the 2nd day of April 1997, including any adjournments 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, 1997.
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 (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_______________________
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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.