FORM N-8F
[Aslast amended in Release No. IC-23786, effective June 1, 1999, 64 F.R. 19469.]
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES.
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check ONLY ONE; for descriptions,
SEE Instruction 1 above):
[X] MERGER
[ ] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION
(Note: Abandonments of Registration answer ONLY questions 1 through
15, 24 and 25 of this form and complete verification at the end of
the form.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY
(Note: Business Development Companies answer ONLY questions 1 through
10 of this form and complete verification at the end of the form.)
2. Name of fund: Franklin Multi-Income Trust (the "Fund")
3. Securities and Exchange Commission File No.: 811-05873.
4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
One Franklin Parkway
San Mateo, CA 94403-1906
6. Name, address and telephone number of individual the Commission staff should
contact with any questions regarding this form:
Kristin H. Ives
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
(215) 564-8037
Lori A. Weber
Franklin Templeton Investments
500 East Broward Boulevard., Suite 2100
Fort Lauderdale, FL 33394-3091
(954) 847-2283
7. Name, address and telephone number of individual or entity responsible for
maintenance and preservation of fund records in accordance with rules 31a-1
and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Certain accounts, books or other documents of the Fund required to be
maintained by Section 31(a) of the Investment Company Act of 1940, as
amended, are located at One Franklin Parkway, San Mateo, CA
94403-1906. Other records of the Fund are maintained at the offices of
Franklin Templeton Investor Services, LLC, 3344 Quality Drive, P.O.
Box 2258, Rancho Cordova, CA 95741-2258 and PFPC Inc., the Fund's
former transfer agent, at 4400 Computer Drive, Westboro, MA 01581.
NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND PRESERVE
THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE PERIODS SPECIFIED IN
THOSE RULES.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[ ] Open-end [X] Closed-end
10. State law under which the fund was organized or formed (E.G., Delaware,
Massachusetts):
The Fund is a business trust created under the laws of the
Commonwealth of Massachusetts.
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
Franklin Advisers, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
N/A
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (E.G., an insurance company separate account)?
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.: 811-______
Business Address:
15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place: At a
meeting on February 28, 2005, the Board of Trustees of the Fund
approved (i) the acquisition of substantially all of the assets of the
Fund (the "Reorganization") by Franklin Custodian Funds, Inc. (the
"Corporation"), on behalf of one of its series, Franklin Income Fund
(the "Income Fund"), (ii) an agreement and plan of reorganization,
(iii) the preparation and filing of proxy materials for a meeting of
shareholders, and (iv) the designation of proxies for such meeting of
shareholders.
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took place: July
13, 2005
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
On July 13, 2005, the shareholders of the Fund approved an Agreement
and Plan of Reorganization (the "Plan") between the Fund and the
Corporation, on behalf of Income Fund. Pursuant to the Plan, on August
4, 2005 (the "Closing Date"): (i) the Corporation, on behalf of Income
Fund, acquired substantially all of the property, assets and goodwill
of the Fund (as more fully described below) in exchange solely for
full and fractional shares of common stock, par value $0.01 per share,
of Income Fund - Class A Shares (the "Income Fund Shares"); and (ii)
the Income Fund Shares were distributed to the shareholders of the
Fund according to their respective interests.
In consideration of the delivery by the Corporation, on behalf of
Income Fund, of the Income Fund Shares, the Fund conveyed, transferred
and delivered to the Corporation, on behalf of Income Fund, on the
Closing Date, all of the Fund's then existing assets, free and clear
of all liens, encumbrances, and claims whatsoever (other than
shareholders' rights of redemption, if any), except for cash, bank
deposits or cash equivalent securities in an estimated amount
necessary to: (i) pay the costs and expenses of carrying out the Plan;
(ii) discharge its unpaid liabilities on its books on the Closing
Date; and (iii) pay such contingent liabilities as the Board of
Trustees of the Fund reasonably deems to exist against the Fund, if
any, on the Closing Date. The Fund also retained any and all rights
that it may have over and against any person that may have accrued up
to and including the close of business on the Closing Date.
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made PRO RATA based on share ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
The exchange ratio used for the Fund was determined by: (a) dividing
the net asset value per share of the Fund Shares by the net asset
value per share of Income Fund Shares; and (b) multiplying the result
thereof by the number of outstanding Fund Shares, all as of 1:00 p.m.
Pacific time on the Closing Date.
(e) LIQUIDATIONS ONLY: Were any distributions to shareholders made
in-kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates, or
any other affiliation of shareholders:
17. CLOSED-END FUNDS ONLY:
Has the fund issued senior securities?
[X] Yes [ ] No
If yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
On September 15, 2004 the Fund issued $16 million principal amount of its
4.13% Senior Notes due September 15, 2009 (the "Notes"). The Notes, which
were issued pursuant to a Note Agreement dated September 15, 2004 between
the Fund and the holders of the Notes (the "Note Agreement"), replaced the
Fund's $14 million, 6.75% Senior Notes that matured on September 15, 2004.
Pursuant to the terms of the Note Agreement, the Fund was substantially
restricted in its ability to complete a reorganization, such as the
Reorganization, if the Notes were still outstanding. Accordingly, under the
terms of the Plan, the Notes were repaid in full prior to the closing of
the Reorganization. In light of the Fund's contractual obligations under
the Note Agreement to pay the principal and interest when due, and because
of the anticipated benefits to shareholders of the Fund resulting from the
Reorganization, the Board of Trustees determined that the expenses
associated with the prepayment of the Notes should be paid by the Fund.
In accordance with the terms and conditions of the Note Agreement, the
amount needed to prepay the Notes in full equaled the sum of: (i) the total
principal amount outstanding; (ii) all accrued, but yet unpaid interest
calculated to the date of prepayment; and (iii) any prepayment premium. The
Notes were prepaid in full on July 21, 2005, the then outstanding principal
on the Notes was $16 million and the then accrued interest was $231,280.
The prepayment premium was based on the yield of current U.S. Treasury
notes calculated as of two days prior to the date of prepayment. Based upon
the yield of U.S. Treasury notes of 0.25% as of July 19, 2005, the Fund was
not required to pay a prepayment premium to the holders of the Notes.
18. Has the fund distributed ALL of its assets to the fund's shareholders?
[X] Yes [ ] No
The Fund's undistributed ordinary income was distributed to the Fund's
shareholders on July 28, 2005. Also, see response to Item 16.
If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
(b) Describe the relationship of each remaining shareholder to the fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
(SEE QUESTION 18 ABOVE)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as of
the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any other
liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or Liquidation:
(i) Legal expenses: $76,152
(ii) Accounting expenses: $0
(iii) Other expenses (list and identify separately):
(a) Costs of printing and mailing proxy statements and related
documents: $28,678 (which consists of $3,997 for
solicitation fees and $24,681 for printing proxy statements
and related documents)
(b) Omnibus proxy (DTC): $85
(iv) Total expenses (sum of lines (i)-(iii) above): $104,915
(b) How were those expenses allocated?
The expenses incurred in connection with entering into and carrying
out the provisions of the Plan, excluding the prepayment of the Notes,
were allocated one-quarter to the Fund, one-quarter to the
Corporation, on behalf of Income Fund, and one-half to Franklin
Advisers, Inc., the Fund's and Income Fund's investment adviser.
(c) Who paid those expenses?
The expenses incurred in connection with entering in and carrying out
the provisions of the Plan, excluding the prepayment of the Notes,
were paid one-quarter by the Fund, one-quarter by the Corporation, on
behalf of Income Fund, and one-half by Franklin Advisers, Inc., the
Fund's and Income Fund's investment adviser.
(d) How did the fund pay for unamortized expenses (if any)?
Not Applicable.
23. Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidation?
[ ] Yes [X] No
If yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the
application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business activities
other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
Franklin Income Fund, a series of Franklin Custodian Funds, Inc.
(b) State the Investment Company Act file number of the fund surviving the
Merger: 811-00537
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed:
The Registration Statement of Franklin Custodian Funds, Inc., on
behalf of Franklin Income Fund, on Form N-14 (File No. 333-124143) was
filed with the Commission via its EDGAR system on April 18, 2005 under
the Securities Act of 1933, as amended. The Registration Statement
included as an exhibit a form of Agreement and Plan of Reorganization
between the Fund and Franklin Custodian Funds, Inc., on behalf of
Franklin Income Fund.
On September 19, 2005, Franklin Custodian Funds, Inc., on behalf of
Franklin Income Fund, filed Post-Effective Amendment No. 1 to Form
N-14 (File No. 333-124143) with the Commission via its EDGAR system
under the Securities Act of 1933, as amended. The Registration
Statement included as an exhibit the final Agreement and Plan of
Reorganization between the Fund and Franklin Custodian Funds, Inc., on
behalf of Franklin Income Fund.
(d) If the merger or reorganization agreement has NOT been filed with the
Commission, provide a copy of the agreement as an exhibit to this
form.
VERIFICATION
The undersigned states that (i) he has executed this Form N-8F application for
an order under Section 8(f) of the Investment Company Act of 1940 on behalf of
the Fund, (ii) he is a Vice President of the Fund, and (iii) all actions by
shareholders, trustees, and any other body necessary to authorize the
undersigned to execute and file this Form N-8F application have been taken. The
undersigned also states that the facts set forth in this Form N-8F application
are true to the best of his knowledge, information and belief.
/s/DAVID P. GOSS
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David P. Goss