Filed by Templeton Global Governments
Income 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 Global Governments
Income Trust
Commission File No. 811-05677
FOR IMMEDIATE RELEASE:
For more information, please contact Franklin Templeton Fund Investments at
1-800-342-5236. Members of the media should contact Franklin Templeton Corporate
Communications at 650-312-3395.
TEMPLETON GLOBAL GOVERNMENTS INCOME TRUST (TGG) AND
TEMPLETON GLOBAL INCOME FUND, INC. (GIM)
ANNOUNCE PROPOSED REORGANIZATION
Ft. Lauderdale, Florida, January 4, 2002. The Boards of Directors/Trustees of
TEMPLETON GLOBAL GOVERNMENTS INCOME TRUST ("GLOBAL GOVERNMENTS INCOME TRUST")
(NYSE: TGG) and TEMPLETON GLOBAL INCOME FUND, INC. ("GLOBAL INCOME FUND") (NYSE:
GIM) today approved a proposal providing for the reorganization of Global
Governments Income Trust into Global Income Fund. The proposed reorganization
involves Global Income Fund's acquisition of substantially all of the assets of
Global Governments Income Trust in exchange for shares of Global Income Fund and
the distribution of shares of Global Income Fund to holders of shares of
beneficial interest of Global Governments Income Trust as a part of the
liquidation and dissolution of Global Governments Income Trust. This
transaction, which is expected to be tax-free, is subject to the approval of
Global Governments Income Trust's shareholders, and if approved, shares will be
exchanged based on the respective net asset values of Global Governments Income
Trust and Global Income Fund. To help preserve the tax-free status of the
proposed reorganization, Global Governments Income Trust's Board of Trustees has
discontinued its open-market share repurchase program, effective immediately.
Global Governments Income Trust currently intends to hold a Special Meeting of
Shareholders as soon as practicable, at which time Global Governments Income
Trust's Board of Trustees plans to submit the proposed reorganization to Global
Governments Income Trust's shareholders. The meeting currently is expected to
take place by the summer of 2002, subject to obtaining necessary regulatory and
other approvals. Any solicitation of proxies by Global Governments Income Trust
in connection with its Shareholders' Meeting will be made only pursuant to
separate prospectus/proxy materials filed under federal securities laws, and
there can be no assurances that the Global Governments Income Trust's
shareholders will vote in favor of the proposed reorganization.
Global Governments Income Trust is designed for investors seeking a high level
of current income consistent with preservation of capital. Under normal market
conditions, Global Governments Income Trust invests primarily in a portfolio of
debt securities issued or guaranteed by governments, government agencies,
supranational entities, political subdivisions and other government entities of
various nations throughout the world, including emerging markets. Global
Governments Income Trust currently has total assets of approximately $143
million. Global Income Fund is designed for investors seeking high current
income, with a secondary objective of capital appreciation, but only when
consistent with its principal objective. Under normal market conditions, Global
Income Fund invests primarily in a portfolio of debt securities of U.S. and
foreign issuers, including emerging markets. Global Income Fund currently has
total assets of approximately $776 million.
Franklin Advisers Inc., the investment adviser for both Global Governments
Income Trust and Global Income Fund, is a wholly owned subsidiary of Franklin
Resources, Inc. (NYSE: BEN), a global investment organization operating as
Franklin Templeton Investments. Franklin Templeton 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 $261 billion in assets under
management as of November 30, 2001. For more information, please call 1-800-DIAL
BEN(R).
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In connection with the proposed reorganization transaction, Global Governments
Income Trust and Global Income Fund intend to file relevant materials with the
U.S. Securities and Exchange Commission ("SEC"), including a proxy statement by
Global Governments Income Trust, and a registration statement on Form N-14 by
Global Income Fund that contains a prospectus. Because those documents contain
important information, shareholders of Global Governments Income Trust and
Global Income Fund 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 Global
Governments Income Trust at 1-800-342-5236 or by calling Global Income Fund at
1-800-342-5236.
Global Governments Income Trust, its directors and executive officers and
certain other persons, may be deemed to be participants in Global Governments
Income Trust'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 Global Governments Income Trust's 2001 annual meeting of
shareholders. Participants in Global Governments Income Trust's solicitation may
also be deemed to include the following executive officers or other persons
whose interests in Global Governments Income Trust may not be described in the
proxy statement for Global Governments Income Trust's 2001 annual meeting:
Gregory E. McGowan (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); David P. Goss (Vice President and Asst.
Secretary); Barbara J. Green (Vice President and 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 Global Governments Income
Trust's shares of beneficial interest. Except as disclosed above, to the
knowledge of Global Governments Income Trust, none of its respective directors
or executive officers has any interest, direct or indirect, by security holdings
or otherwise, in Global Governments Income Trust.
Shareholders may obtain additional information regarding the interests of the
participants by reading the proxy statement of Global Governments Income Trust.
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.