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
TEMPLETON GLOBAL GOVERNMENTS INCOME TRUST AND
TEMPLETON GLOBAL INCOME FUND, INC. ANNOUNCE PROPOSED
REORGANIZATION
JANUARY 4, 2002 -- PRESS RELEASE Q's AND A's
Q: WHAT ACTIONS DID THE BOARDS OF DIRECTORS/TRUSTEES TAKE ON JANUARY 4, 2002?
A: The Board of Directors of Global Income Fund and the Board of Trustees of
Global Governments Income Trust have approved a proposal providing for the
reorganization of Global Governments Income Trust into Global Income Fund.
The proposal will be submitted to shareholders of Global Governments Income
Trust for their approval. In the transaction, Global Income Fund would
acquire substantially all of the assets of Global Governments Income Trust
in exchange for shares of Global Income Fund, which would then be
distributed to Global Government Income Trust's shareholders. After
completion of the reorganization, Global Governments Income Trust
shareholders would become shareholders of Global Income Fund, and Global
Governments Income Trust would cease to exist. The transaction is expected
to be tax-free.
In connection with the reorganization, Global Governments Income Trust has
discontinued its open-market share repurchase program, effective
immediately.
Q: WHEN WILL SHAREHOLDERS BE ASKED TO VOTE ON THE REORGANIZATION?
A: It is expected that Global Government Income Trust's shareholders will be
asked to approve the proposed reorganization at a Special Meeting of
Shareholders intended to be held as soon as practicable. The Special
Meeting is expected to take place by the summer of 2002, subject to
obtaining necessary regulatory and other approvals.
Shareholders of Global Income Fund will not be asked to approve the
proposed reorganization.
Any solicitation of proxies in connection with the proposed reorganization
will be made only pursuant to separate prospectus/proxy materials filed
under federal securities laws.
Q: WHAT ARE GLOBAL GOVERNMENTS INCOME TRUST'S INVESTMENT GOAL AND PRINCIPAL
STRATEGIES?
A: Global Governments Income Trust is designed for investors seeking a high
level of current income consistent with preservation of capital. Under
normal market conditions, the 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.
Q: WHAT ARE GLOBAL INCOME FUND'S INVESTMENT GOAL AND PRINCIPAL STRATEGIES?
A: 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,
the Fund invests primarily in a portfolio of debt securities of U.S. and
foreign issuers, including emerging markets.
Q: HOW DO THE FUNDS COMPARE IN SIZE?
A: As of January 4, 2002, Global Governments Income Trust had total assets of
approximately $143 million and Global Income Fund had total assets of
approximately $776 million.
Q: AS A SHAREHOLDER OF GLOBAL GOVERNMENTS INCOME TRUST, AM I BEING ASKED TO
TAKE ANY ACTION AT THIS TIME?
A: No. Shareholders of Global Governments Income Trust are not being asked to
take any action at the present time, but are being advised that the Board
of Trustees of the Trust has approved a proposed reorganization that will
be submitted to shareholders for consideration in the future. Shareholders
of Global Governments Income Trust are also being advised that the Trust's
open-market share repurchase program has been discontinued.
* * * * *
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.