INVESCO INDUSTRIAL INCOME FUND INC
497, 1996-05-16
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                      INVESCO INDUSTRIAL INCOME FUND, INC.
                            Supplement to Prospectus
                             dated October 31, 1995

The first paragraph of the cover page of the Fund's prospectus is hereby amended
to read as follows:

            INVESCO  Industrial  Income  Fund,  Inc.  ("the  Fund") is  actively
      managed to seek the best possible  current  income,  while following sound
      investment   practices.   Capital   growth   potential  is  an  additional
      consideration in the selection of portfolio securities.  The Fund normally
      invests at least 65% of its total assets in dividend-paying common stocks.
      Up to 10% of the Fund's total assets may be invested in equity  securities
      that do not pay regular  dividends.  The remaining  assets are invested in
      other income-producing  securities, such as corporate bonds. The Fund also
      has the flexibility to invest in other types of securities.

The  gray-shaded  paragraph  in the  section of the Fund's  Prospectus  entitled
"Essential Information" is hereby amended to read as follows:

            Investment Goal and Strategy.  INVESCO Industrial Income Fund, Inc.
      is a diversified mutual fund that seeks the best possible current income,
      while following sound investment practices, with the added potential for
      capital appreciation.  It invests primarily in dividend-paying common 
      stocks of U.S. companies traded on national securities exchanges or 
      over-the-counter.  The Fund also may invest in equity securities that do 
      not pay regular dividends and fixed-income securities, such as corporate 
      bonds. There is no guarantee that the Fund will meet its objective. See 
      "Investment Objective and Strategy."

The first and second paragraphs in the section of the Fund's Prospectus entitled
"Investment Objective and Strategy" are hereby amended to read as follows:

            The Fund seeks the best  possible  current  income  while  following
      sound investment  practices.  This investment objective is fundamental and
      cannot be changed without the approval of the Fund's shareholders. Capital
      growth  potential  is an  additional  consideration  in the  selection  of
      portfolio securities.  The Fund normally invests at least 65% of its total
      assets in  dividend-paying  common  stocks.  Up to 10% of the Fund's total
      assets  may be  invested  in  equity  securities  that do not pay  regular
      dividends.  The  remaining  assets are invested in other  income-producing
      securities,  such as corporate bonds. The Fund also has the flexibility to
      invest in  preferred  stocks and  convertible  bonds.  There is no maximum
      limit on the  amount of equity  or debt  securities  in which the Fund may
      invest. There is no assurance that the Fund's investment objective will be
      met.


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            The  Fund's   investments   in  equity   securities   are  limited
      to  those  that  are   readily   marketable   in  the   United   States.
      These     securities     include    American     Depository     Receipts
      ("ADRs"),   which  represent  shares  of  a  foreign   corporation  held
      by  a  U.S.   bank  that  entitle  the  holder  to  all   dividends  and
      capital  gains.   ADRs  are  denominated  in  U.S.   dollars  and  trade
      in the U.S. securities markets.

The eighth paragraph in the section of the Fund's Prospectus  entitled "The Fund
and Its Management" is hereby amended to read as follows:

            Under a Transfer Agency Agreement,  IFG acts as registrar,  transfer
      agent and dividend  disbursing agent for the Fund. The Fund pays an annual
      fee of $20.00 per shareholder  account or omnibus account  participant for
      these services.  Registered broker-dealers,  third party administrators of
      tax-qualified retirement plans and other entities, including affiliates of
      IFG, may provide equivalent  services to the Fund. In these cases, IFG may
      pay,  out of the fee it  receives  from the Fund,  an annual  sub-transfer
      agency or record-keeping fee to the third party.

The date of this Supplement is May 1, 1996.

<PAGE>


                       INVESCO INDUSTRIAL INCOME FUND, INC.
               Supplement to Statement of Additional Information
                            Dated October 31, 1995

The first  paragraph  of the cover page of the Fund's  Statement  of  Additional
Information is hereby amended to read as follows:

            INVESCO  INDUSTRIAL  INCOME FUND,  INC.'s ("the Fund's")  investment
      objective is to seek the best possible  current  income,  while  following
      sound  investment  practices.  Capital  growth  potential is an additional
      consideration in the selection of portfolio securities.  The Fund normally
      invests at least 65% of its total assets in dividend-paying common stocks.
      Up to 10% of the Fund's total assets may be invested in equity  securities
      that do not pay regular  dividends.  The remaining  assets are invested in
      other income-producing  securities, such as corporate bonds. The Fund also
      has the flexibility to invest other types of securities.

The first  paragraph  of the  section  of the  Fund's  Statement  of  Additional
Information entitled "Investment Policies and Restrictions" is hereby amended to
read as follows:

            In pursuing its investment  objective,  the Fund endeavors to select
      and purchase securities  providing  reasonably secure dividend or interest
      income  for  the  income-producing  portion  of its  portfolio.  Sometimes
      warrants are acquired when offered with income-producing  securities,  but
      the  warrants  are  disposed  of as soon as that can be done in an orderly
      fashion  consistent  with the best  interests of the Fund's  shareholders.
      Acquiring  warrants involves a risk that the Fund will lose the premium it
      pays to acquire warrants if the Fund does not exercise a warrant before it
      expires.  The major portion of the investment  portfolio normally consists
      of common  stocks;  however,  there also may be  substantial  holdings  of
      convertible  bonds and  debentures,  preferred  stocks and  straight  debt
      securities, including non-investment grade and unrated debt securities.

The second  paragraph in the section of the Fund's  Statement of Additional
Information  entitled "The Fund and Its Management -- Transfer Agency Agreement"
is hereby amended to read as follows:

            The Transfer  Agency  Agreement  provides that the Fund shall pay to
      INVESCO  a fee of  $20.00  per  shareholder  account  or  omnibus  account
      participant  per year.  This fee is paid monthly at 1/12 of the annual fee
      and is based upon the actual  number of  shareholder  accounts and omnibus
      account participants in existence


<PAGE>



      account participants in existence during each month.  For the fiscal years
      ended June 30, 1995, 1994, and 1993, the Fund paid INVESCO transfer agency
      fees of $5,386,968, $4,168,479, and $3,650,070, respectively.

The section of the Fund's Statement of Additional Information entitled "The Fund
and Its  Management -- Officers and Directors of the Fund" is hereby  amended to
(1) delete the second through the  nineteenth  paragraphs and (2) substitute the
following new paragraphs in their place:

            All of the  officers  and  directors  of the  Fund  hold  comparable
      positions with INVESCO  Diversified  Funds,  Inc.,  INVESCO Dynamics Fund,
      Inc., INVESCO Emerging Opportunity Funds, Inc., INVESCO Growth Fund, Inc.,
      INVESCO Income Funds,  Inc.,  INVESCO  International  Funds, Inc., INVESCO
      Money Market Funds,  Inc.,  INVESCO  Multiple Asset Funds,  Inc.,  INVESCO
      Specialty  Funds,  Inc.,  INVESCO  Strategic  Portfolios,   Inc.,  INVESCO
      Tax-Free Income Funds,  Inc., and INVESCO Variable  Investment Funds, Inc.
      All of the  directors of the Fund also serve as trustees of INVESCO  Value
      Trust. In addition, all of the directors of the Fund also are directors of
      INVESCO Advisor Funds, Inc. (formerly known as The EBI Funds,  Inc.); and,
      with the exception of Mr. Hesser,  trustees of INVESCO  Treasurer's Series
      Trust. All of the officers of the Fund also hold comparable positions with
      INVESCO Value Trust.  Set forth below is information  with respect to each
      of the Fund's  officers and directors.  Unless  otherwise  indicated,  the
      address of the directors  and officers is Post Office Box 173706,  Denver,
      Colorado   80217-3706.   Their  affiliations   represent  their  principal
      occupations during the past five years.

            CHARLES W. BRADY,*+  Chairman of the Board.  Chief Executive Officer
      and Director of INVESCO PLC, London, England, and of various subsidiaries
      thereof.  Chairman of the Board of INVESCO Advisor Funds, Inc., INVESCO 
      Treasurer's Series Trust and The Global Health Sciences Fund.  Address:
      1315 Peachtree Street, NE, Atlanta, Georgia.  Born:  May 11, 1935.

            FRED A. DEERING,+#  Vice Chairman of the Board.  Vice Chairman of
      INVESCO Advisor Funds, Inc., and INVESCO Treasurer's Series Trust. Trustee
      of The Global Health Sciences Fund.  Formerly, Chairman of the Executive
      Committee and Chairman of the Board of Security Life of Denver Insurance
      Company, Denver, Colorado; Director of ING America Life Insurance Company,
      Urbaine Life Insurance Company and Midwestern United Life Insurance 
      Company.  Address: Security Life Center, 1290 Broadway, Denver, Colorado.
      Born: January 12, 1928.



<PAGE>



            DAN J. HESSER,+* President and Director.  Chairman of the Board,
      President, and Chief Executive Officer of INVESCO Funds Group, Inc.;
      Director of INVESCO Trust Company.  Trustee of The Global Health Sciences
      Fund.  Born: December 27, 1939.

            VICTOR L. ANDREWS,** Director. Professor Emeritus, Chairman Emeritus
      and Chairman of the CFO Roundtable of the Department of Finance of Georgia
      State University, Atlanta, Georgia; President, Andrews Financial 
      Associates, Inc. (consulting firm); formerly, member of the faculties of
      the Harvard Business School and the Sloan School of Management of MIT.
      Dr. Andrews is also a Director of The Southeastern Thrift and Bank Fund,
      Inc. and The Sheffield Funds, Inc. Address: 4625 Jettridge Drive, Atlanta,
      Georgia.  Born: June 23, 1930.

            BOB R. BAKER,+** Director.  President and Chief Executive Officer of
      AMC Cancer Research Center, Denver, Colorado, since January 1989; until
      mid-December 1988, Vice Chairman of the Board of First Columbia Financial
      Corporation (a financial institution), Englewood, Colorado.  Formerly,
      Chairman of the Board and Chief Executive Officer of First Columbia 
      Financial Corporation.  Address: 1775 Sherman Street, #1000, Denver, 
      Colorado.  Born: August 7, 1936.

            LAWRENCE H. BUDNER,# Director.  Trust Consultant; prior to June 30,
      1987, Senior Vice President and Senior Trust Officer of InterFirst Bank,
      Dallas, Texas.  Address: 7608 Glen Albens Circle, Dallas, Texas.  Born:
      July 25, 1930.

            DANIEL D. CHABRIS,+# Director.  Financial  Consultant; Assistant 
      Treasurer of Colt Industries Inc., New York, New York, from 1966 to 1988.
      Address: 15 Sterling Road, Armonk, New York. Born: August 1, 1923.

            A.D. FRAZIER, JR.*,** Director.  Chief Operating Officer of the
      Atlanta Committee for the Olympic Games.  From 1982 to 1991, Mr. Frazier
      was employed in various capacities by First Chicago Bank, most recently as
      Executive Vice President of the North American Banking Group.  Trustee of
      The Global Health Sciences Fund.  Director of Magellan Health Services,
      Inc. and of Charter Medical Corp. Address: 250 Williams Street, Suite 
      6000, Atlanta, Georgia.  Born: June 23, 1944.

            HUBERT L. HARRIS, JR.*, Director.  President of INVESCO Services, 
      Inc. (since January 1990).  Director of INVESCO PLC and Chief Financial
      Officer of INVESCO Individual Services Group.  Member of the Executive


<PAGE>



      Committee of the Alumni Board of Trustees of Georgia Institute of 
      Technology.  Address: 1315 Peachtree Street, N.E., Atlanta, Georgia.
      Born:  July 15, 1943.

            KENNETH T. KING,** Director.  Formerly, Chairman of the Board of The
      Capitol Life Insurance Company, Providence Washington Insurance Company,
      and Director of numerous subsidiaries thereof in the U.S.  Formerly, 
      Chairman of the Board of The Providence Capitol Companies in the United 
      Kingdom and Guernsey.  Chairman of the Board of the Symbion Corporation (a
      high technology company) until 1987.  Address: 4080 North Circulo
      Manzanillo, Tucson, Arizona.  Born: November 16, 1925.

            JOHN W. McINTYRE,# Director.  Retired.  Formerly, Vice Chairman of 
      the Board of Directors of The Citizens and Southern Corporation and 
      Chairman of the Board and Chief Executive Officer of The Citizens and 
      Southern Georgia Corp. and Citizens and Southern National Bank.  Director 
      of Golden Poultry Co., Inc.  Trustee of The Global Health Sciences Fund 
      and Gables Residential Trust.  Address: 7 Piedmont Center, Suite 100,
      Atlanta, Georgia.  Born: September 14, 1930.

            GLEN A. PAYNE, Secretary.  Senior Vice President, General Counsel 
      and Secretary of INVESCO Funds Group, Inc. and INVESCO Trust Company.
      Formerly, employee of a U.S. regulatory agency, Washington, D.C., (June 
      1973 through May 1989.) Born:  September 25, 1947.

            RONALD L. GROOMS, Treasurer.  Senior Vice President and Treasurer of
      INVESCO Funds Group, Inc. and INVESCO Trust Company since January 1988.  
      Born: October 1, 1946.

            WILLIAM J. GALVIN, JR., Assistant Secretary.  Senior Vice President
      of INVESCO Funds Group, Inc. and Trust Officer of INVESCO Trust Company.
      Formerly, Vice President of 440 Financial Group from June 1990 to August 
      1992; Assistant Vice President of Putnam Companies from November 1986 to 
      June 1990.  Born: August 21, 1956.

            ALAN I. WATSON, Assistant Secretary. Vice President of INVESCO Funds
      Group, Inc. and Trust Officer of INVESCO Trust Company.  Born: September 
      14, 1941.

            JUDY P. WIESE, Assistant Treasurer.  Vice President of INVESCO Funds
      Group, Inc. and Trust Officer of INVESCO Trust Company.  Born: February 3,
      1948.


<PAGE>



The ninth  paragraph  of the  section  of the  Fund's  Statement  of  Additional
Information entitled "The Fund and Its Management - Director  Compensation" (the
paragraph  immediately  following  footnote  6) is  hereby  amended  to  read as
follows:

            Messrs.  Brady,  Harris and Hesser , as "interested  persons" of the
      Fund and other  funds in the  INVESCO  Complex,  receive  compensation  as
      officers or employees of INVESCO or its affiliated  companies,  and do not
      receive any director's fees or other  compensation  from the Fund or other
      funds in the INVESCO  Complex for their services as directors.  Because of
      the possibility  that A.D.  Frazier,  Jr. may become employed by a company
      affiliated  with INVESCO at some point in the future,  he was deemed to be
      an  "interested  person" of the Fund and of the other funds in the INVESCO
      Complex  effective May 1, 1996.  Until such time as Mr.  Frazier  actually
      becomes  employed  by an  INVESCO-affiliated  company,  however,  he  will
      continue to receive the same director's fees and other compensation as the
      Fund's independent directors.

The date of this Supplement is May 1, 1996.



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