SCHEDULE A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
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INVESCO INCOME FUNDS, INC.
(Name of Registrant as specified in Its Charter)
INVESCO INCOME FUNDS, INC.
(Name of Person(s) Filing Proxy Statement)
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Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A..
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by the Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
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<PAGE>
July 15, 1996
Dear INVESCO High Yield Fund Shareholder:
We are pleased to enclose the Proxy Statement for the September 17, 1996
special shareholders' meeting of the INVESCO High Yield Fund (the "Fund").
Please take the time to read the accompanying Proxy Statement and cast your
vote, since the matters we are submitting for your consideration are important
to the Fund and to you as a shareholder. Your vote is important.
We are asking shareholders to approve modifications of the Fund's
fundamental investment policies governing investments in Rule 144A securities,
unseasoned issuers and equity securities.
The Fund is currently permitted to invest 10% of its net assets in liquid
Rule 144A securities if the issuer has agreed to commence registration of the
securities within 6 months after issuance. Proposal 1 calls for the amendment of
one of the Fund's current fundamental investment policies to adopt a
non-fundamental investment policy that would allow the Fund to invest in liquid
Rule 144A securities without limitation and invest up to 15% of its net assets
in illiquid Rule 144A securities, non-Rule 144A private placement investments,
illiquid repurchase agreements, and other illiquid securities. The Fund is
currently prohibited from purchasing the securities of unseasoned issuers (those
issuers with less than three years continuous operations). Proposal 2 calls for
amendment of one of the Fund's current fundamental investment policies to adopt
a non- fundamental investment policy that would allow the Fund to invest up to
5% of total assets in unseasoned issuers. This amendment would give the Fund the
flexibility to invest in certain attractive high yield securities which are
offered by unseasoned issuers. At present, the Fund is required to dispose of
equity securities acquired as a result of the ownership of debt securities as
soon as practicable. Proposal 3 calls for amendment of one of the Fund's current
fundamental investment policies to eliminate that requirement to provide the
Fund with the ability to take advantage of the potential benefit of holding such
securities.
The Board of Directors believes that these proposals are in the best
interests of shareholders. Therefore, we ask that you read the enclosed material
and vote promptly. Should you have any questions, please feel free to call our
client service representatives at 1-800-525-8085. They will be happy to answer
any questions you may have. If we do not receive sufficient votes to approve
each proposal, a further mailing or a telephone canvass may be needed. Thank
you.
Sincerely,
- ----------------------------
Dan J. Hesser
President
INVESCO Income Funds, Inc.
INVESCO High Yield Fund
<PAGE>
INVESCO INCOME FUNDS, INC.
INVESCO HIGH YIELD FUND
7800 East Union Avenue
Denver, Colorado 80237
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 17, 1996
Notice is hereby given that a special meeting of shareholders (the "Meeting") of
INVESCO Income Funds, Inc. - INVESCO High Yield Fund (the "Fund") will be held
at the offices of the Fund, 7800 East Union Avenue, Denver, Colorado 80237 on
Tuesday, September 17, 1996, at 10:00 a.m., Mountain Time, for the following
purposes:
1. To approve or disapprove a proposal to modify the Fund's fundamental
investment policy concerning illiquid and Rule 144A securities.
2. To approve or disapprove a proposal to modify the Fund's fundamental
investment policy concerning unseasoned issuers.
3. To approve or disapprove a proposal to modify the Fund's fundamental
investment policy concerning holding equity securities.
4. To transact such other business as may properly come before the
Meeting or any adjournment(s) thereof.
The directors of the Fund have fixed the close of business on July 5,
1996, as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting or any adjournment(s) thereof.
A complete list of shareholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any shareholder of the
Fund for any purpose germane to the Meeting during ordinary business hours after
_______________, 1996, at the offices of the Fund, 7800 East Union Avenue,
Denver, Colorado 80237.
You are cordially invited to attend the Meeting. Shareholders who do not
expect to attend the Meeting in person or by proxy are requested to complete,
date and sign the enclosed form of proxy and return it promptly in the envelope
provided for that purpose. The enclosed proxy is being solicited on behalf of
the board of directors of the Fund.
<PAGE>
IMPORTANT
Please mark, sign, date and return the enclosed proxy in the accompanying
envelope as soon as possible in order to ensure full representation at the
Meeting. The Meeting will have to be adjourned without conducting any business
if less than one-third of the eligible shares is represented, and the Fund, at
shareholders' expense, will have to continue to solicit votes until a quorum is
obtained. The Meeting also may be adjourned, if necessary, to continue to
solicit votes if less than the required shareholder vote has been obtained to
approve Proposals (1), (2) and (3). Your vote, then, could be critical in
allowing the Fund to hold the Meeting as scheduled. By marking, signing, and
promptly returning the enclosed proxy, you may eliminate the need for additional
solicitation. Your cooperation will be appreciated.
By Order of the Board of Directors,
-----------------------------------
Glen A. Payne
Secretary
Denver, Colorado
Dated: July 15, 1996
<PAGE>
INVESCO INCOME FUNDS, INC.
INVESCO HIGH YIELD FUND
7800 East Union Avenue
Denver, Colorado 80237
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 17, 1996
INTRODUCTION
The enclosed proxy is being solicited by the board of directors of INVESCO
Income Funds, Inc. - INVESCO High Yield Fund (the "Fund"), for use in connection
with the special meeting of shareholders (the "Meeting") to be held at 10:00
a.m., Mountain Time, on Tuesday, September 17, 1996, at the offices of the Fund,
7800 East Union Avenue, Denver, Colorado 80237, and at any adjournment thereof,
for the purposes set forth in the foregoing notice. An Annual Report, including
financial statements for the Fund for the fiscal year ended August 31, 1995, has
been included with this proxy. The approximate mailing date of proxies and this
Proxy Statement is July 15, 1996.
If the enclosed proxy is duly executed and returned in time to be voted at
the Meeting, and not subsequently revoked, all shares represented by the proxy
will be voted in accordance with the instructions marked thereon. If no
instructions are given, such shares will be voted FOR Proposals (1), (2), and
(3). One-third of the shares of the Fund entitled to vote, represented in person
or by proxy, shall constitute a quorum at the Meeting. The affirmative vote of a
"majority of the outstanding voting securities" of the Fund, defined by the
Investment Company Act of 1940, as amended (the "1940 Act"), as the vote "(A) of
67 per centum or more of the voting securities present at such meeting, if the
holders of more than 50 per centum of the outstanding voting securities of such
company are present or represented by proxy; or (B) of more than 50 per centum
of the outstanding voting securities of such company, whichever is the less,"
shall be required to approve each Proposal. Therefore, an abstention on a
particular vote by a shareholder, either by proxy or by vote in person at the
Meeting, has the same effect as a negative vote.
Shares held by shareholders present in person or represented by proxy at
the Meeting will be counted both for the purpose of determining the presence of
a quorum and for calculating the votes cast on the issues before the Meeting.
Shares held by a broker or other fiduciary as record owner for the account of
the beneficial owner are counted toward the required quorum if the beneficial
owner has executed and timely delivered the necessary proxy. Where the broker or
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fiduciary does not receive a proxy from the beneficial owner and does not have
discretionary voting power, the shares will not be counted toward the required
quorum and will not be voted on any Proposal.
Execution of the enclosed proxy will not affect a shareholder's right to
attend the Meeting and vote in person, and a shareholder giving a proxy has the
power to revoke it (by written notice to the Fund at Post Office Box 173711,
Denver, Colorado 80217-3711, execution of a subsequent proxy, or oral revocation
at the Meeting) at any time before it is exercised.
Shareholders of the Fund of record at the close of business on July 5,
1996 (the "Record Date"), are entitled to vote at the Meeting, including any
adjournment thereof, and are entitled to one vote for each share, and
corresponding fractional votes for fractional shares, on each matter to be acted
upon at the Meeting. On the Record Date, ___________________ shares of the
Fund's common stock, $.01 par value per share, were outstanding.
There were no persons known to own beneficially 5% or more of the
outstanding shares of the Fund on the Record Date.
The following table sets forth, as of ______________, 1996 the beneficial
ownership of the Fund's common stock by its directors and executive officers.
Name of Amount & Nature of Percent of
Beneficial Owner Beneficial Ownership(1) Common Stock
- ---------------- ----------------------- ------------
*
All directors and executive
officers as a group
*Beneficial ownership of the Fund's common stock by its officers and
directors amounted to less than 1% at the outstanding shares on the Record Date.
(1) Each beneficial owner has sole voting power and sole investment power
with respect to the shares listed next to his respective row, unless otherwise
indicated.
In addition to the solicitation of proxies by use of the mail, proxies may
be solicited by officers of the Fund, and by officers and employees of INVESCO
Funds Group, Inc. ("INVESCO"), the investment adviser to the Fund, personally or
by telephone or telegraph, without special compensation. All costs of printing
and mailing proxy materials and the costs and expenses of holding the Meeting
and soliciting proxies will be paid by the Fund.
The board of directors may seek one or more adjournments of the Meeting to
solicit additional shareholders, if necessary, to obtain a quorum for the
Meeting or to obtain the required
<PAGE>
shareholder vote to approve one or more of the three Proposals. An adjournment
would require the affirmative vote of the holders of a majority of the shares
present at the Meeting (or an adjournment thereof) in person or by proxy and
entitled to vote. If adjournment is proposed in order to obtain the required
shareholder vote on one or more of the Proposals, the persons named as proxies
will vote in favor of adjournment those shares which they are entitled to vote
in favor of the applicable Proposal, and will vote against adjournment those
shares required to be voted against the Proposal.
PROPOSAL 1: MODIFICATION OF THE FUND'S FUNDAMENTAL
INVESTMENT POLICY CONCERNING ILLIQUID
AND RULE 144A SECURITIES.
The current fundamental investment policy of INVESCO Income Funds, Inc.
applicable to the Fund concerning investing in illiquid securities and liquid
Rule 144A securities is as follows:
Each Fund may not buy other than readily marketable securities;
provided, however, that the INVESCO High Yield Fund may not invest more
than ten percent (10%) of its total net assets in securities subject to
restrictions on resale, as to which the issuer has undertaken to commence
registration proceedings within six months from the date of issuance and
to use its best efforts to effect such registration as promptly as
possible.
Under this fundamental investment policy, the Fund currently cannot buy
securities that are not readily marketable, but can invest up to 10% of its net
assets in restricted securities if the issuer has agreed to commence
registration of the securities within 6 months after issuance. As a result of
the adoption of guidelines by the Board of Directors under SEC Rule 144A in
October 1994, liquid Rule 144A securities are now considered to be readily
marketable. Under the investment policies applicable to all the income funds in
INVESCO Income Funds, Inc. other than the High Yield Fund, such funds can invest
in liquid Rule 144A securities without restriction; however, the High Yield Fund
can only invest 10% of net assets in liquid Rule 144A securities and must comply
with a six month registration requirement. This more restrictive limitation has
adversely affected the ability of the Fund's portfolio manager to manage the
Fund, since Rule 144A offerings are becoming an increasingly large source of
high yield securities. If the current 10% limitation is revised to permit the
Fund to have the same flexibility with respect to liquid 144A securities as the
other income funds, the Fund could retain many of the attractive Rule 144A
securities that it currently must sell. This proposal will benefit Fund
shareholders by potentially increasing the Fund's investment return and reducing
its portfolio turnover rate.
Accordingly, the Fund's Board of Directors, including all of the Fund's
independent directors, is proposing that shareholders approve modification of
the above-quoted fundamental investment policy of the Fund, having determined
that such modification is in the best interests of
<PAGE>
the Fund and its shareholders. Under the proposal, the language of this
fundamental investment policy would be revised to read, in its entirety, as
follows:
Each Fund, other than INVESCO High Yield Fund, may not buy other
than readily marketable securities.
In order to ensure that the proposed modification of the Fund's above
fundamental investment policy will not substantially increase the investment
risk involved in investing in the Fund's shares, the Fund's Board of Directors
has approved the following new non-fundamental investment policy for the Fund
which will be effective is Proposal 1 is adopted by the Fund's shareholders:
The High Yield Fund will not purchase any security or enter into a
repurchase agreement if, as a result, more than 15% of its net assets
would be invested in repurchase agreements not entitling the holder to
payment of principal and interest within seven days and in securities that
are illiquid by virtue of legal or contractual restrictions on resale or
the absence of a readily available market. The board of directors, or the
Fund's investment adviser acting pursuant to authority delegated by the
board of directors, may determine that a readily available market exists
for securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933, or any successor to such rule, and therefore that
such securities are not subject to the foregoing limitation.
This new non-fundamental investment policy will result in the Fund being able to
invest in liquid Rule 144A securities without limitation, and to invest up to 15
percent of its net assets in illiquid Rule 144A securities, non-Rule 144A
private placement investments, illiquid repurchase agreements and other illiquid
securities. Making this new policy a non-fundamental investment policy will give
the Fund's Board of Directors, which includes a majority of directors who are
completely independent of any INVESCO affiliated company, greater flexibility to
modify the policy in the future if any such modification is deemed to be in the
best interests of the Fund's shareholders.
If approved, this Proposal will take effect as soon as possible after any
remaining legal prerequisites to implementation of the Proposal have been
satisfied. If this Proposal is not approved, the Fund's above-quoted fundamental
investment policy will remain unchanged.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT THE FUND'S
SHAREHOLDERS VOTE IN FAVOR OF PROPOSAL 1.
<PAGE>
PROPOSAL 2: MODIFICATION OF THE FUND'S FUNDAMENTAL
INVESTMENT POLICY CONCERNING UNSEASONED ISSUERS
The current fundamental investment policy of INVESCO Income Funds, Inc.
applicable to the Fund concerning investing in unseasoned issuers is as follows:
Each Fund may not purchase the securities of any issuer having a
record, together with predecessors, of less than three years' continuous
operations.
Under this fundamental investment policy, the Fund currently is prohibited
from purchasing the securities of unseasoned issuers (any issuer having a
record, together with predecessors, of less than three years' continuous
operation). This restriction has become a problem for the Fund since many
issuers of high yield securities are newly-formed entities. In order to give the
Fund the flexibility to invest in attractive high yield securities offered by
unseasoned issuers, the Fund's Board of Directors is proposing to remove the
High Yield Fund from this restriction. This Proposal will benefit Fund
shareholders by potentially increasing the Fund's investment return.
Accordingly, the Fund's Board of Directors, including all of the Fund's
independent directors, is proposing that shareholders approve modification of
the above-quoted current fundamental investment policy of the Fund, having
determined that such modification is in the best interests of the Fund and its
shareholders. Under this proposal the language of the above fundamental
investment policy would be revised to read as follows:
Each Fund, other than the INVESCO High Yield Fund, may not purchase
the securities of any issuer having a record, together with predecessors,
of less than three years' continuous operation.
In order to ensure that the proposed modification of the Fund's
fundamental investment policy will not have the effect of unduly increasing the
investment risk involved in investing in the Fund's shares, the Fund's Board of
Directors has approved the following new non-fundamental investment policy for
the Fund which will be effective if Proposal 2 is adopted by the Fund's
shareholders:
The High Yield Fund will not purchase securities of any issuer
(other than U.S. government agencies and instrumentalities or instruments
guaranteed by an entity with a record of more than three years' continuous
operation, including that of predecessors) with a record of less than
three years' continuous operation (including that of predecessors) if such
purchase would cause the Fund's investments in all such issuers to exceed
5% of the Fund's total assets taken at market value at the time of such
purchase.
<PAGE>
This new non-fundamental investment policy will give the Fund's portfolio
manager the ability to invest up to 5% of the Fund's total assets in unseasoned
issuers. Making this new policy a non- fundamental investment policy will give
the Fund's Board of Directors, which includes a majority of directors who are
completely independent of any INVESCO affiliated company, much greater
flexibility to modify the policy in the future if any such modification is
deemed to be in the best interests of the Fund's shareholders.
If approved, this Proposal will take effect as soon as possible after any
remaining legal prerequisites to implementation of the Proposal have been
satisfied. If this Proposal is not approved, the Fund's above-quoted current
fundamental investment policy will remain unchanged.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT THE FUND'S
SHAREHOLDERS VOTE IN FAVOR OF PROPOSAL 2.
PROPOSAL 3: MODIFICATION OF THE FUND'S FUNDAMENTAL
INVESTMENT POLICY CONCERNING HOLDING EQUITY SECURITIES
The current fundamental investment policy of INVESCO Income Funds, Inc.
applicable to the Fund concerning investing in equity securities is as follows:
"Each Fund may not purchase equity securities; provided, however,
that the INVESCO High Yield Fund may purchase convertible and
non-convertible preferred stock.
This shall not be deemed to prohibit the acquisition of equity securities
resulting from the ownership of debt securities, as, for example, the
conversion of convertible bonds or an exchange in connection with a
corporate reorganization; provided, however, that such acquisitions shall
be disposed of as soon as practicable."
Under this fundamental investment policy, the Fund is required to dispose
of equity securities acquired as a result of the ownership of debt securities as
soon as practicable. Many of the offerings in which the Fund invests are unit
offerings consisting of a high yield bond, which is the dominant security in the
unit, and a warrant. Often, the components of the unit cannot be purchased
separately. Fund management proposes to eliminate the requirement that the Fund
dispose of equity securities acquired as a result of the ownership of debt
securities as soon as practicable. This requirement has resulted in the Fund
having to dispose of warrants that were expected to appreciate in value had the
Fund been allowed to hold them, thus resulting in loss of potential benefit to
the Fund's shareholders. This proposal will benefit Fund shareholders by
potentially increasing the Fund's investment return.
<PAGE>
Thus, the Fund's Board of Directors, including all of the independent
directors, is proposing that shareholders approve modification of the above
referenced fundamental investment policy of the Fund, having determined that
such modification is in the best interests of the Fund and its shareholders.
Under this proposal, the language of the above fundamental investment policy
would be revised to read, with respect to the Fund:
The INVESCO High Yield Fund may purchase convertible and
non-convertible preferred stock. This shall not be deemed to prohibit the
acquisition of equity securities resulting from the ownership of debt
securities, as, for example, the conversion of convertible bonds or an
exchange in connection with a corporate reorganization.
If approved, this Proposal will take effect as soon as possible after any
remaining legal prerequisites to implementation of the Proposal have been
satisfied. If this Proposal is not approved, the Fund's above-quoted current
fundamental investment policy will remain unchanged.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT THE FUND'S
SHAREHOLDERS VOTE IN FAVOR OF PROPOSAL 3.
INFORMATION CONCERNING INVESCO
INVESCO Funds Group, Inc. ("INVESCO"), 7800 East Union Avenue, Denver,
Colorado 80237, serves as the Fund's investment adviser and distributor, and
administers the business affairs of the Fund. INVESCO is an indirect
wholly-owned subsidiary of INVESCO PLC. INVESCO PLC is a financial holding
company which, through its subsidiaries, engages in the business of investment
management on an international basis. INVESCO was established in 1932 and as of
July 31, 1996, managed 14 mutual funds comprising 39 separate portfolios.
OTHER BUSINESS
The management of the Fund has no business to bring before the Meeting
other than the matters described above. Should any other business be presented
at the Meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
<PAGE>
SHAREHOLDER PROPOSALS
The Fund does not hold annual meetings of shareholders. Shareholders
wishing to submit proposals for inclusion in a proxy statement and form of proxy
for a subsequent shareholders' meeting should send their written proposals to
the Secretary of the Fund, 7800 East Union Avenue, Denver, Colorado 80237.
By Order of the Board of Directors,
------------------------------------------
Glen A. Payne
Secretary
<PAGE>
PRELIMINARY COPY
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY
INVESCO INCOME FUNDS, INC.
INVESCO HIGH YIELD FUND
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 17, 1996
The undersigned hereby appoints Fred A. Deering, Dan J. Hesser and Glen A.
Payne, and each of them, proxy for the undersigned, with the power of
substitution, to vote with the same force and effect as the undersigned at the
Special Meeting of Shareholders of INVESCO Income Funds, Inc. - INVESCO High
Yield Fund (the "Fund") to be held at the offices of the Fund, 7800 E. Union
Avenue, Denver, Colorado 80237, on Tuesday, September 17, 1996, at 10:00 a.m.
(Mountain time) and at any adjournment thereof, upon the matters set forth
below, all in accordance with and as more fully described in the Notice of
Special Meeting and Proxy Statement, dated July 19, 1996, receipt of which is
hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS, WHICH RECOMMENDS A VOTE
"FOR."
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS [X]
Vote on Proposal
For Against Abstain
1. Proposal to approve modifying the Fund's
fundamental investment policy concerning
illiquid and Rule 144A securities. [ ] [ ] [ ]
2. Proposal to approve modifying the Fund's
fundamental investment policy concerning
unseasoned issuers. [ ] [ ] [ ]
3. Proposal to approve modifying the Fund's
fundamental investment policy concerning
holding equity securities. [ ] [ ] [ ]
<PAGE>
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1, 2 AND 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING
ENVELOPE AS SOON AS POSSIBLE. THANK YOU.
- ------------------------- ---------------------------- ---------
Signature Signature (Joint Owners) Date
Please sign exactly as your name appears hereon. If stock is held in the name of
joint owners, each should sign. Attorneys-in-fact, executors, administrators,
etc. should so indicate. If shareholder is a corporation or partnership, please
sign in full corporate or partnership name by authorized person.
