SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
INVESCO STRATEGIC PORTFOLIOS, INC.
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(Name of Registrant as specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(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 (Set forth the
amount on which the filing fee is calculated and state how it
was determined.):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ X ] 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 was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
July 19, 1996
Dear INVESCO Strategic Portfolios Shareholder:
We are pleased to enclose the Proxy Statement for the September 17, 1996
special shareholders' meeting of the Energy, Environmental Services and Gold
Portfolios (the "Portfolios") of INVESCO Strategic Portfolios, Inc. (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 Portfolios and to you as a shareholder. Your vote is important.
We are asking shareholders to approve a modification of the Fund's
fundamental investment policy governing borrowing limitations for the
Portfolios. The Fund's current investment policy permits the borrowing of money
from banks for temporary or emergency purposes (but not for investment) in an
amount not exceeding 10% of the value of a Portfolio's net assets. Proposal 1
calls for the adoption of an investment policy that would provide the Fund with
the ability, in an emergency or temporarily, to borrow up to 33-1/3% of the
value of a Portfolio's total assets in order to ensure that the Portfolios will
be able to meet shareholder redemption requests on a timely basis in the event
of heavy redemptions which exceed a Portfolio's cash levels. This is the limit
on a mutual fund's borrowing permitted by the Investment Company Act of 1940,
which is applicable to other INVESCO Funds and other mutual funds that have
capital appreciation as their investment objective.
The Board of Directors believes that this proposal is 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
this proposal, it may necessitate a further mailing or a telephone canvass.
Thank you.
Sincerely,
/s/ Dan J. Hesser
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Dan J. Hesser
President
INVESCO Strategic Portfolios, Inc. --
Energy Portfolio
Environmental Services Portfolio
Gold Portfolio
<PAGE>
INVESCO STRATEGIC PORTFOLIOS, INC.
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 the Energy, Environmental Services and Gold Portfolios (the
"Portfolios") of INVESCO Strategic Portfolios, Inc. (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 with respect to the Portfolios' borrowing
limitations.
2. 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 Portfolios entitled to vote at the
Meeting will be available and open to the examination of any shareholder of the
Portfolios for any purpose germane to the Meeting during ordinary business hours
after July 11, 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 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.
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IMPORTANT
Please mark, sign, date and return the enclosed proxy in the accompanying
envelope as soon as possible in order to ensure a full representation at the
Meeting. The Meeting will have to be adjourned without conducting any business
if less than a majority 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 Proposal (1). 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,
/s/ Glen A. Payne
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Glen A. Payne
Secretary
Denver, Colorado
Dated: July 19, 1996
<PAGE>
INVESCO STRATEGIC PORTFOLIOS, INC.
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 the
Energy, Environmental Services and Gold Portfolios (the "Portfolios") of INVESCO
Strategic Portfolios, Inc. (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 October 31, 1995, has been
included with this proxy. The approximate mailing date of proxies and this Proxy
Statement is July 19, 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 Proposal (1). A majority
of the outstanding shares of a Portfolio entitled to vote, represented in person
or by proxy, shall constitute a quorum at the Meeting for that Portfolio. If a
quorum is present, the affirmative vote of the holders of a majority (i.e., more
than 50%) of the outstanding shares of a Portfolio entitled to vote on the
matter is necessary to approve Proposal (1) on behalf of that Portfolio.
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. An
abstention by a shareholder, either by proxy or by vote in person at the
Meeting, has the same effect as a negative vote, because in order to be approved
by a Portfolio, Proposal (1) requires the affirmative vote of a majority of the
outstanding shares of that Portfolio. 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 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 the proposal.
Since the proposals being submitted for a vote of the shareholders of each
Portfolio are identical, the board of directors determined to combine the proxy
materials for each Portfolio in order to reduce each Portfolio's cost of
preparing, printing and mailing the proxy materials. The proxy cards have been
coded so that each shareholder's votes will be counted for the appropriate
Portfolio, or for each Portfolio if a shareholder owns shares in more than one
Portfolio.
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In order to further reduce costs, the notices to shareholders having more
than one account in a Portfolio listed under the same social security number at
a single address have been combined. The proxy cards have been coded so that
each shareholder's vote will be counted for all such accounts.
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 Portfolios 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, 9,118,297.771 shares of the Fund's
common stock, $.01 par value per share, representing interests in the Energy
Portfolio were outstanding, 3,677,100.107 shares of such common stock
representing interests in the Environmental Services Portfolio were outstanding
and 30,778,837.407 shares of such common stock representing interests in the
Gold Portfolio were outstanding.
The following table sets forth, as of the Record Date, the beneficial
ownership of each Portfolio's issued and outstanding common stock by each 5% or
greater shareholder. The directors and executive officers of the Fund did not
own any Portfolio shares as of the Record Date.
Name of Amount & Nature of Percent of
Beneficial Owner Beneficial Ownership(1) Common Stock
Energy
Charles Schwab & Co., Inc. 3,292,883.401 36.1%
Special Custody Account for the
Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104
National Financial Services Corp. 836,130.154 9.2%
Custodian for the Exclusive
Benefit of Customers
One World Financial Center
200 Liberty St., 5th Floor
New York, NY 10281
<PAGE>
Environmental Services
Charles Schwab & Co., Inc. 1,097,559.337 29.8%
Special Custody Account for the
Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104
Resources Trust Company 185,662.686 5.0%
Custodian for the Exclusive
Benefit of the Customers of
Meridian Investment Management Corp.
P.O. Box 3865
Englewood, CO 80155
Gold
Charles Schwab & Co., Inc. 12,508,902.066 40.6%
Special Custody Account for the
Exclusive Benefit of Customers
101 Montgomery St.
San Francisco, CA 94104
(1) Each beneficial owner shares investment power with respect to the
shares listed next to its respective row, but its customers retain sole voting
power.
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 shareholder vote to approve Proposal (1). 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 the proposal, the persons named as proxies will
vote in favor of adjournment those shares which they are entitled to vote in
favor of the proposal, and will vote against adjournment those shares required
to be voted against the proposal.
<PAGE>
PROPOSAL 1: MODIFICATION OF THE FUND'S FUNDAMENTAL
INVESTMENT POLICY CONCERNING PORTFOLIO BORROWING FOR
TEMPORARY OR EMERGENCY PURPOSES.
The current fundamental investment policy of the Fund applicable to the
Portfolios concerning borrowing limitations is as follows:
Neither the Fund nor any Portfolio will:
mortgage, pledge or hypothecate portfolio securities or borrow money,
except borrowings from banks for temporary or emergency purposes (but not
for investment) are permitted in an amount not exceeding 10% of total net
assets. A Portfolio will not purchase additional securities while any
borrowings on behalf of that Portfolio exists;
Under this fundamental investment policy, the Portfolios are currently
authorized to borrow money from banks for temporary or emergency purposes (but
not for investment) in an amount not exceeding 10% of their respective net
assets. The Portfolios are prohibited from purchasing additional securities
while borrowings exist. For the reasons discussed below, the Fund's board of
directors, including all of the independent directors, is proposing that
shareholders approve modification of the fundamental investment policy of the
Fund to permit the Portfolios to borrow in excess of 10% of their respective net
assets for temporary or emergency purposes.
The primary purpose of this change is to provide the Portfolios with the
ability to borrow up to 33-1/3% of the Portfolios' respective total assets for
temporary or emergency purposes. This is the limit on a mutual fund's borrowing
permitted by the Investment Company Act of 1940, which is applicable to other
INVESCO Funds and other mutual funds that have capital appreciation as their
investment objective. Fund management believes that increasing the Portfolios'
borrowing limitation will be beneficial to the Portfolios in the event of heavy
shareholder redemption activity. The Portfolios are sector funds whose
investments are concentrated in particular industries or sectors, and as a
result the assets invested in the Portfolios are subject to great fluctuation.
Payment of redemptions to Fund shareholders on a timely basis may require the
Portfolios to borrow money from banks on a temporary basis. The problems posed
by heavy redemptions can be more serious for the Energy and Environmental
Services Portfolios because of their comparatively small sizes (i.e.,
approximately $110 million for the Energy Portfolio and $39 million for the
Environmental Services Portfolio as of June 27, 1996), and for the Gold
Portfolio because of the very great volatility to which that Portfolio's
investments are subject. In the event of heavy shareholder redemptions, a
portfolio manager may be forced to sell portfolio securities to meet redemptions
which exceed the combination of the cash held in a Portfolio and the Portfolio's
borrowing limitations. Such sales may be made under circumstances and at times
which are not advantageous to the Portfolio's shareholders, because the price of
the security is temporarily depressed, unfavorable tax consequences will occur,
or for other reasons. Moreover, transaction costs will be incurred in effecting
the sale of the securities. Increasing each Portfolio's borrowing capability
from 10% to 33 1/3% will assist in providing the cash needed to meet shareholder
redemptions, and may eliminate the necessity for an untimely sale of the
Portfolio's securities. Even if it is deemed to be advantageous to sell
<PAGE>
Portfolio securities to meet redemption requests, there are inherent delays in
the receipt of cash from Portfolio securities sales. Such sales generally settle
on the third business day after the trade date. Shareholder redemption requests
are typically settled on the next business day following receipt of a redemption
request. This delay between the payment of a redemption request and the receipt
of the proceeds from securities sales may create a situation in which the
Portfolio may need to borrow on a temporary basis.
Accordingly, the Fund's board of directors is proposing that the
fundamental borrowing limitation for the Energy, Environmental Services and Gold
Portfolios be increased to 33-1/3% of the Portfolios' respective total assets.
Shareholders should note that the present restriction against borrowing for
purposes of leveraging Portfolio investments or other than for temporary or
emergency purposes will be maintained.
The board of directors of the Fund, including all of the independent
directors, has concluded that the adoption of the proposed modification of the
above-referenced fundamental investment policy concerning borrowing limitations
is in the best interests of the Portfolios and their shareholders. Under this
proposal the language of the above fundamental investment policy would be
revised to read:
Neither the Fund nor any Portfolio will:
mortgage, pledge or hypothecate portfolio securities or borrow money,
except borrowings from banks for temporary or emergency purposes (but not
for investment) are permitted in an amount not exceeding, with respect to
the Financial Services, Health Sciences, Leisure, Technology or Utilities
Portfolios, 10%, or, with respect to the Energy, Environmental Services
and Gold Portfolios, 33-1/3%, of the value of its total net assets, i.e.,
its total assets (including the amount borrowed) less liabilities (other
than borrowings). Any borrowings that come to exceed the relevant 10% or
33-1/3% limitations by reason of a decline in total assets will be reduced
within three business days to the extent necessary to comply with the
relevant 10% or 33-1/3% limitation. A Portfolio will not purchase
additional securities while any borrowings on behalf of that Portfolio
exist;
If approved, the proposal will take effect with respect to any of the
Energy, Environmental Services of Gold Portfolios as soon as possible after any
remaining legal prerequisites to implementation of the proposal with respect to
such Portfolio have been satisfied. If the proposal is not approved, the Fund's
current investment fundamental policy regarding borrowing limitations with
respect to such Portfolio will remain unchanged.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT THE PORTFOLIOS'
SHAREHOLDERS VOTE IN FAVOR OF PROPOSAL 1.
<PAGE>
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
June 30, 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.
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,
/s/ Glen A. Payne
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Glen A. Payne
Secretary
July 19, 1996
<PAGE>
TO BE SURE YOU ARE REPRESENTED, PLEASE SIGN, DATE AND RETURN PROMPTLY
INVESCO STRATEGIC PORTFOLIOS, INC.
ENERGY PORTFOLIO
ENVIRONMENTAL SERVICES PORTFOLIO
GOLD PORTFOLIO
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 the Shareholders of the Energy, Environmental Services and
Gold Portfolios (the "Portfolios") of INVESCO Strategic Portfolios, Inc. (the
"Fund"), to 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)
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 a modification to the
Fund's fundamental investment policy
concerning borrowing limitations. [ ] [ ] [ ]
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" PROPOSAL 1.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE AS
SOON AS POSSIBLE. THANK YOU.
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Signature Signature Date
(Joint Owners)
Please sign exactly as 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.
