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. 2)
____________________________
Franklin
Universal Trust
---------------------------------------------------------------------------------------------------------------------------------
(Name
of
Subject Company (Issuer))
Bulldog
Investors General Partnership
------------------------------------------------------------------------------------------------------------
(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
28, 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*
|
Amount
of filing fee**
|
$36,050,000
|
$1,416.77
|
* 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
|
|
Filing
Party: Bulldog Investors General Partnership
|
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$57.78
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Form
or Registration No.:
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Schedule
TO-T
|
|
Date
Filed:
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February
15, 2008
|
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Schedule
TO-T/A
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March
6, 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: þ
SCHEDULE
TO
This
Amendment No. 2 (this “Amendment No. 2”) 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, as amended and supplemented by Amendment No. 1 filed with the Securities
and Exchange Commission on March 6, 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. 2 have the meanings ascribed to them in the Schedule
TO. BIGP terminated the Offer on March 28, 2008 prior to the
expiration of the Offer.
The
items
of the Schedule TO set forth below are hereby amended and supplemented as
follows:
Item 12. Exhibits
Item
12
of the Schedule TO is hereby amended and supplemented to add the following
exhibit:
(a)(1)(J)
|
Press
Release Issued by BIGP, dated March 28, 2008, Announcing the Termination
of the Offer.
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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
28, 2008
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|
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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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(a)(1)(J)
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Press
Release Issued by BIGP, dated March 28, 2008, Announcing the Termination
of the Offer.
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*Previously
filed.