formtota.htm
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________
SCHEDULE
TO/A
(Rule
14-d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT
NO. 1)
____________________________
Franklin
Universal Trust
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(Name
of
Subject Company (Issuer))
Bulldog
Investors General Partnership
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(Names
of
Filing Person (Offerer))
Shares
of Beneficial Interest, $0.01 par value
---------------------------------------------------------------------------------------------------------------------------------
(Title
of
Class of Securities)
355145103
---------------------------------------------------------------------------------------------------------------------------------
(CUSIP
Number of Class of Securities)
March
6, 2008
---------------------------------------------------------------------------------------------------------------------------------
(Date
of
Event Which Requires Filing of this Statement)
Bulldog
Investors General Partnership
Park
80 West, Plaza Two, Suite 750
Saddle
Brook, NJ 07663
Telephone:
(201) 556-0092
---------------------------------------------------------------------------------------------------------------------------------
(Name,
Address, and Telephone Numbers of a Person
Authorized
to Receive Notices and Communications on Behalf of Filing
Persons)
Copy
to:
Stephen
P. Wink, Esq.
Cahill/Wink
LLP
5
Penn Plaza, 23rd
Floor
New
York, New York 10001
(646)
378-2105
Calculation
of Filing Fee
Transaction
valuation*
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Amount
of filing fee**
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$36,050,000
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$1,416.77
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* Estimated
for purposes of calculating the filing fee only. This amount was determined
by
multiplying 5,000,000 shares of beneficial interest of Franklin Universal Trust
(“FT”), which represents the estimated maximum number of shares of beneficial
interest of FT to be acquired in the tender offer, by a price per share of
$7.21, which represents 100% of the reported net asset value per share at March
5, 2008.
**
The
filing fee was calculated in accordance with Rule 0-11 under the Securities
Exchange Act of 1934 by multiplying the transaction valuation by
0.00003930.
þ Check
the box if
any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
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Amount
Previously Paid: $1,358.99
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Filing
Party: Bulldog Investors General Partnership
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Form
or Registration No.: Schedule TO-T
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Date
Filed: February 15, 2008
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o Check
the box if
the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
þ third-party
tender offer subject to Rule 14d-1
o issuer
tender
offer subject to Rule 13e-4
o going-private
transaction subject to Rule 13e-3
o amendment
to
Schedule 13D under Rule 13d-2
Check
the
following box if the filing is a final amendment reporting the results of the
tender offer: o
SCHEDULE
TO
This
Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer
Statement on Schedule TO (as amended and supplemented, the “Schedule TO”)
originally filed with the Securities and Exchange Commission on February 15,
2008 by Bulldog Investors General Partnership, a New York general partnership
(“BIGP”). The Schedule TO relates to the offer by BIGP to purchase up
to 5,000,000 of the outstanding shares of beneficial interest, $0.01 par value
(the “Shares”), of Franklin Universal Trust, a trust established under the laws
of the State of Massachusetts (“FT”), at a price per share, net to the seller in
cash (subject to a $50 processing fee that BIGP will charge for processing
each
Letter of Transmittal, applicable withholding taxes and any brokerage fees
that
may apply), without interest thereon, equal to 100% of the net asset value
(“NAV”) per Share determined as of the close of the regular trading session of
the New York Stock Exchange, on the Expiration Date (the “Pricing Date”), upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated February 15, 2008 (the “Offer to Purchase”), and in the related Letter of
Transmittal (which, together with any supplements or amendments, collectively
constitute the “Offer”). All capitalized terms used but not defined
in this Amendment No. 1 have the meanings ascribed to them in the Schedule
TO. Except as specifically provided herein, this Amendment No. 1 does
not modify any of the information previously reported in the Schedule
TO.
The
items
of the Schedule TO set forth below are hereby amended and supplemented as
follows:
Items
1 and 4.
On
March 6,
2008, BIGP issued a press release announcing that it is (i) increasing the
Offer
Price from 95% of NAV per Share to 100% of NAV per Share, determined as
described in the Offer to Purchase, and (ii) extending the Expiration Date
from
March 21, 2008 to March 28, 2008. Certain references in the Offer to
Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees,
and
the Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees are hereby amended as follows: (a) all references to
the
Offer Price of “95% of NAV per Share” are hereby replaced with “100% of NAV per
Share” and (b) all references to the Expiration Date of “March 21, 2008” are
hereby replaced with “March 28, 2008”.
Items
1
and 4 of the Schedule TO, which incorporate by reference the information
contained in the Offer to Purchase, are hereby further amended and supplemented
as follows:
(1)
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The
information set forth in the section of the Offer to Purchase entitled
“Summary Term Sheet”, under the question entitled “WHAT IS THE NAV OF MY
SHARES AS OF A RECENT DATE?”, is hereby amended and supplemented by adding
the following sentence immediately after the first sentence of the
response to such question:
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“The
NAV
as of the close of the regular trading session of the NYSE on March 5, 2008,
the
last trading day before BIGP publicly announced in a press release dated March
6, 2008 that it was amending the Offer Price and extending the Expiration Date,
was $7.21.”
(2)
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The
information set forth in the section of the Offer to Purchase entitled
“Summary Term Sheet”, under the question entitled “DOES BIGP HAVE THE
FINANCIAL RESOURCES TO MAKE PAYMENT?”, is hereby amended by replacing: (i)
“$6.916” with “$7.28” and (ii) “$34,580,000” with
“$36,400,000”.
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(3)
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The
information set forth in the first paragraph of the section of the
Offer
to Purchase entitled “SECTION 12. SOURCE AND AMOUNT OF FUNDS”
is hereby amended by replacing: (i) “$6.916” with “$7.28” and (ii)
“$34,580,000” with “$36,400,000”.
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Item 12. Exhibits
Item
12
of the Schedule TO is hereby amended and supplemented to add the following
exhibit:
(a)(1)(I)
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Press
Release Issued by BIGP, dated March 6, 2008, Announcing Amendment
to the
Offer Price and the Extension of the Expiration
Date.
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SIGNATURE
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
Dated:
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March
6, 2008
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BULLDOG
INVESTORS GENERAL PARTNERSHIP
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By:
KIMBALL & WINTHROP, INC., general
partner
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By:
/s/ PHILLIP GOLDSTEIN
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Name:
Phillip Goldstein
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Title: President
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INDEX
TO EXHIBITS
EXHIBIT
NO.
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DESCRIPTION
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(a)(1)(A)
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Offer
to Purchase, dated February 15, 2008.*
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(a)(1)(B)
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Letter
of Transmittal.*
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(a)(1)(C)
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Notice
of Guaranteed Delivery*
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(a)(1)(D)
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Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees.*
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(a)(1)(E)
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Form
of Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust
Companies
and Nominees.*
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(a)(1)(F)
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Guidelines
for Certification of Taxpayer Identification Number on Substitute
Form
W-9.*
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(a)(1)(G)
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Press
Release Issued by BIGP, dated February 15, 2008, Announcing
the
Commencement
of the Offer.*
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(a)(1)(H)
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Letter,
dated November 16, 2007, from BIGP to FT (Exhibit 1 to BIGP’s
Schedule13D filed with the Securities and Exchange Commission on
November
29, 2007 is incorporated herein by reference).*
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(a)(1)(I)
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Press
Release Issued by BIGP, dated March 6, 2008, Announcing Amendment
to the
Offer Price and the Extension of the Expiration Date.
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*Previously
filed.