SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section.240-14a-11(c) or Section.240-
14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Franklin Principal Maturity Trust
(Name of Registrant as Specified In Its Charter)
Franklin Principal Maturity Trust
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
FRANKLIN PRINCIPAL MATURITY TRUST
777 Mariners Island Blvd.
P.O. Box 7777
San Mateo, CA 94403-7777
REMINDER: SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 5, 1998
Dear Shareholder:
We have not yet received your vote for the upcoming Special Meeting of
Shareholders scheduled to be held June 5, 1998. It is critical that you vote
your proxy. All votes are vital no matter how many shares you hold and YOUR
SHARES CANNOT BE REPRESENTED UNLESS WE RECEIVE VOTING INSTRUCTIONS FROM YOU! The
Reorganization proposal requires the affirmative vote of two-thirds of the
outstanding shares of the Fund, making it critical that all shareholders
participate! Thus far, we have received voting instructions from approximately
50% of the outstanding shares of which an overwhelming 90% are voting in favor
of the Reorganization. In order for your shares to be represented at the
meeting, we must receive your vote on or before Friday, JUNE 5, 1998.
The meeting has been called in order to consider and approve a Reorganization
which would result in an exchange of the assets of Franklin Principal Maturity
Trust for Class I shares of Franklin Income Fund. Franklin Income Fund is a
series of Franklin Custodian Funds, Inc., an open-end investment company also
managed by Franklin Advisers, Inc. If the proposal is approved, on the date of
the Reorganization, you will receive Class I shares of the Income Series equal
to the value of your investment in the Fund on that date (at net asset value
rather than the New York Stock Exchange price). Please see the proxy statement
which was previously mailed to you for further information.
For your convenience, we have established three easy methods by which to
register your vote:
1. BY PHONE: Please call SHAREHOLDER COMMUNICATIONS CORPORATION toll
free at 1-800-733-8481, EXTENSION "480." Operators will be
available to take your vote Monday thru Friday between the
hours of 9:00 a.m. and 11:00 p.m. and Saturday from 12:00
p.m. to 6:00 p.m. Eastern Time.
2. BY FAX: Fax your executed proxy to us toll free at 1-800-733-1885,
anytime.
3. BY MAIL: Return your executed proxy in the enclosed postage paid
envelope. Please utilize this option only if methods 1 and
2 are both unavailable, as we may not receive your proxy
by mail by the June 5, 1998 meeting.
If you have any questions regarding the proxy statement or need assistance
executing your vote, please call SHAREHOLDER COMMUNICATIONS CORPORATION at the
above-mentioned number.
We urge you to act promptly so that your vote may be received before the meeting
and further proxy solicitation expenses will not be incurred.
Thank you for your consideration of this matter.
PROXY
FRANKLIN PRINCIPAL MATURITY TRUST
SPECIAL MEETING OF SHAREHOLDERS JUNE 5, 1998
The undersigned hereby revokes all previous proxies for his shares and
appoints Rupert H. Johnson, Harmon E. Burns, 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 Principal Maturity Trust (the
"Fund") which the undersigned is entitled to vote at the Fund's Special Meeting
to be held at 777 Mariners Island Blvd., San Mateo, California at 2:00 p.m.
Pacific time, on the 5th day of June, 1998, including any adjournment thereof,
upon such business as may be brought before the Special Meeting.
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
THE PROPOSAL REGARDING THE REORGANIZATION OF THE FUND PURSUANT TO THE AGREEMENT
AND PLAN OF REORGANIZATION WITH FRANKLIN CUSTODIAN FUNDS, INC. ("CUSTODIAN
FUNDS") AND WITHIN THE DISCRETION OF THE PROXYHOLDERS AS TO ANY OTHER MATTERS
THAT MAY LEGALLY COME BFORE THE MEETING.
SEE REVERSE SIDE SEE REVERSE SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
X Please mark votes as in this example.
FOR AGAINST ABSTAIN
1 To approve an Agreement and Plan of
Reorganization between the Fund and Custodian
Funds on behalf of the Income Series that
provides for the acquisition of substantially
all of the assets of the Fund in exchange for
Class I shares of the Income Series, the
distribution of such shares to the
shareholders of the Fund, and the dissolution
of the Fund.
GRANT WITHHOLD
2 To grant the proxy holders the authority to
vote in their discretion upon any other
business that may legally come before the
meeting.
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MARK HERE FOR ADDRESS CHANGE AND NOTE AT
LEFT
PLEASE SIGN AND PROMPTLY RETURN IN THE
ACCOMPANYING ENVELOPE. NO POSTAGE
REQUIRED IF MAILED IN THE U.S.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ON THE PROXY. IF SIGNING FOR
ESTATES, TRUSTS OR CORPORATIONS, TITLE OR
CAPACITY SHOULD BE STATED. IF SHARES ARE
HELD JOINTLY, EACH HOLDER MUST SIGN.
Signature: _____________ Date:______ Signature: _______________ Date: ________