As filed with the Securities and Exchange Commission on July 24, 2000
FORM N-8F
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Application Pursuant to Section 8(f) of the
Investment Company Act of 1940 ("Act")
and Rule 8f-1 Thereunder for Order Declaring
that a Registered Investment Company has Ceased
to be an Investment Company under the Act
INVESCO SPECIALTY FUNDS, INC.
(Name of Applicant)
File No.: 811-08528
(Securities and Exchange Commission File Number)
7800 E. Union Avenue
Denver, Colorado 80237
(Address of Principal Executive Office)
Copies of all Communications and Orders to:
Glen A. Payne, Esq. Clifford J. Alexander, Esq.
7800 E. Union Avenue Susan M. Casey, Esq.
Denver, Colorado 80237 Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
<PAGE>
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check ONLY ONE; for
descriptions, SEE Instruction 1 above):
[x] Merger
[ ] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer ONLY questions 1
through 15, 24 and 25 of this form and complete
verification at the end of the form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only questions
1 through 10 of this form and complete verification at the
end of the form.)
2. Name of fund: INVESCO Specialty Funds, Inc.
3. Securities and Exchange Commission File No.: 811-08528
4. Is this an initial Form N-8F or an amendment to a previously filed
Form N-8F?
[x] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. and Street, City,
State, Zip Code):
7800 E. Union Avenue
Denver, CO 80237
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Susan M. Casey, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
7. Name, address and telephone number of individual or entity
responsible for maintenance and preservation of fund's records in
accordance with rules 31a-1 and 31a-2 under the Act [17 CFR
270.31a-1, .31a-2]:
INVESCO Funds Group, Inc.
7800 E. Union Avenue
Denver, CO 80237
<PAGE>
NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND
PRESERVE THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE
PERIODS SPECIFIED IN THOSE RULES.
8. Classification of fund (check only one):
[x] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only
one):
[x] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (E.G.,
Delaware or Massachusetts):
The fund is organized as a Maryland corporation.
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the
fund's contracts with those advisers have been terminated:
INVESCO Funds Group, Inc., the fund's investment adviser, is located
at 7800 E. Union Avenue, Denver, CO 80237.
12. Provide the name and address of each principal underwriter of the
fund during the last five years, even if the fund's contracts with
those principal underwriters have been terminated:
INVESCO Distributors, Inc., the fund's principal underwriter, is
located at 7800 E. Union Avenue, Denver, CO 80237.
13. If the fund is a unit investment trust ("UIT") provide: Not
Applicable.
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (E.G., an insurance company separate account)?
[ ] Yes [x ] No
<PAGE>
If Yes, for each UIT state:
Name(s):
File No.: 811-______
Business Address:
Not Applicable.
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation
or Abandonment of Registration?
[x] Yes [ ] No
If Yes, state the date on which the board vote took place:
Approvals for the mergers involving INVESCO Asian Growth
Fund, INVESCO European Small Company Fund and INVESCO Latin
American Growth Fund were obtained on February 3, 1999.
Approvals for the mergers involving INVESCO Realty Fund and
INVESCO Telecommunications Fund (formerly INVESCO Worldwide
Communication Fund) were obtained on August 5, 1998.
If No, explain:
(b) Did the fund obtain approval from the shareholders
concerning the decision to engage in a Merger, Liquidation
or Abandonment of Registration?
[x] Yes [ ] No
If Yes, state the date on which the shareholder vote took
place:
Shareholder approvals for the mergers involving INVESCO
Latin American Growth Fund, INVESCO S & P 500 Index Fund,
INVESCO Realty Fund and INVESCO Telecommunications Fund
(formerly INVESCO Worldwide Communications Fund) were
obtained on May 20, 1999.
Shareholders approvals for the mergers involving INVESCO
Asian Growth Fund and INVESCO European Small Company Fund
were obtained on May 28, 1999.
If No, explain:
<PAGE>
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[x] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions:
Distribution of assets were made to the shareholders of
INVESCO Asian Growth Fund and INVESCO European Small
Company Fund on June 18, 1999; to the shareholders of
INVESCO S & P 500 Index Fund on July 15, 1999; to the
shareholders of INVESCO Latin American Growth Fund on
October 20, 1999 and to the shareholders of INVESCO Realty
Fund and INVESCO Telecommunications Fund (formerly INVESCO
Worldwide Communications Fund) on February 15, 2000.
(b) Were the distributions made on the basis of net assets?
[x] Yes [ ] No
(c) Were the distributions made PRO RATA based on share
ownership?
[x] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of
distributions to shareholders. For mergers, provide the
exchange ratio(s) used and explain how it was calculated.
(e) LIQUIDATIONS ONLY:
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
If yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
<PAGE>
17. CLOSED-END FUNDS ONLY:
Has the fund issued senior securities? Not Applicable.
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
Not Applicable.
18. Has the fund distributed ALL of its assets to the fund's
shareholders?
[x] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date
this form is filed?
(b) Describe the relationship of each remaining shareholder to
the fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [x] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
(SEE QUESTION 18 ABOVE)
[ ] Yes [x] No
If Yes,
(a) Describe the type and amount of each asset retained by the
fund as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
<PAGE>
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [x] No
If Yes,
(a) Describe the type and amount of each debt or other
liability:
(b) How does the fund intend to pay these outstanding debts or
other liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
1. Merger involving INVESCO Asian Growth Fund:
<TABLE>
<CAPTION>
<S> <C>
(i) Legal expenses: $ 12,667.32
(ii) Accounting expenses: $ 8,046.76
(iii) Other expenses (list and identify separately):
Printing $ 62,955.67
Postage $ 21,174.22
Proxy solicitation $ 30,468.26
Filing fees $ 47.30
(iv) Total expenses (sum of lines (i)-(iii) above): $ 135,359.53
2. Merger involving INVESCO European Small Company Fund:
(i) Legal expenses: $ 39,001.92
(ii) Accounting expenses: $ 4,525.00
(iii) Other expenses (list and identify separately):
Printing $ 90,511.29
Postage $ 42,385.55
Proxy solicitation $ 98,744.70
Filing fees $ 189.90
(iv) Total expenses (sum of lines (i)-(iii) above): $ 275,358.36
<PAGE>
3. Reorganization involving INVESCO S & P 500 Index Fund:
(i) Legal expenses: $ 3,479.64
(ii) Accounting expenses: $ 333.32
(iii) Other expenses (list and identify separately):
Printing $ 8,442.84
Postage $ 3,044.92
Proxy solicitation $ 9,057.18
Filing fees $ 14.02
(iv) Total expenses (sum of lines (i)-(iii) above): $ 24,371.92
4. Reorganization involving INVESCO Latin American Growth Fund:
(i) Legal expenses: $ 4,716.54
(ii) Accounting expense $ 0.00
(iii) Other expenses (list and identify separately):
Printing $ 12,275.40
Postage $ 5,140.28
Proxy solicitation $ 12,276.88
Filing fees $ 27.86
(iv) Total expenses (sum of lines (i)-(iii) above): $ 34,436.96
5. Reorganization involving INVESCO Realty Fund:
(i) Legal expenses: $ 3,186.50
(ii) Accounting expenses: $ 333.34
(iii) Other expenses (list and identify separately):
Printing $ 7,831.74
Postage $ 2,788.52
Proxy solicitation $ 8,294.26
Filing fees $ 65.96
(iv) Total expenses (sum of lines (i)-(iii) above): $ 22,500.32
<PAGE>
6. Reorganization involving INVESCO Telecommunications Fund:
(i) Legal expenses: $ 31,202.64
(ii) Accounting expenses: $ 333.34
(iii) Other expenses (list and identify separately):
Printing $ 77,252.34
Postage $ 27,851.69
Proxy solicitation $ 81,218.32
Filing fees $ 645.86
(iv) Total expenses (sum of lines (i)-(iii) above): $ 218,504.19
</TABLE>
(b) How were those expenses allocated?
<TABLE>
<CAPTION>
<S> <C> <C>
1. Merger involving INVESCO Asian Growth Fund:
INVESCO Funds Group, Inc. 50%
INVESCO Asian Growth Fund 18%
INVESCO Pacific Basin Fund 32%
2. Merger involving INVESCO European Small Company Fund:
INVESCO Funds Group, Inc. 50%
INVESCO European Small Company Fund 7%
INVESCO European Fund 43%
3. Reorganization involving INVESCO S & P 500 Index Fund:
INVESCO Funds Group, Inc. 50%
INVESCO S&P 500 Index Fund 50%
4. Reorganization involving INVESCO Latin American Growth Fund:
INVESCO Funds Group, Inc. 50%
INVESCO Latin American Growth Fund 50%
5. Reorganization involving INVESCO Realty Fund:
INVESCO Funds Group, Inc. 50%
INVESCO Realty Fund 50%
<PAGE>
6. Reorganization involving INVESCO Telecommunications Fund:
INVESCO Funds Group, Inc. 50%
INVESCO Telecommunications Fund 50%
</TABLE>
(c) Who paid those expenses?
<TABLE>
<CAPTION>
<S> <C>
1. Merger involving INVESCO Asian Growth Fund:
INVESCO Funds Group, Inc. $ 67,679.78
INVESCO Asian Growth Fund $ 23,822.42
INVESCO Pacific Basin Fund $ 43,857.33
2. Merger involving INVESCO European Small Company Fund:
INVESCO Funds Group, Inc. $ 137,679.19
INVESCO European Small Company Fund $ 19,386.89
INVESCO European Fund $ 118,292.28
3. Reorganization involving INVESCO S & P 500 Index Fund:
INVESCO Funds Group, Inc. $ 12,185.96
INVESCO S&P 500 Index Fund $ 12,185.96
4. Reorganization involving INVESCO Latin American Growth Fund:
INVESCO Funds Group, Inc. $ 17,218.48
INVESCO Latin American Growth Fund $ 17,218.48
5. Reorganization involving INVESCO Realty Fund:
INVESCO Funds Group, Inc. $ 11,250.16
INVESCO Realty Fund $ 11,250.16
6. Reorganization involving INVESCO Telecommunications Fund:
INVESCO Funds Group, Inc. $ 109,252.10
INVESCO Telecommunications Fund $ 109,252.10
</TABLE>
<PAGE>
(d) How did the fund pay for unamortized expenses (if any)?
1. Merger involving INVESCO Asian Growth Fund:
INVESCO Pacific Basin Fund assumed all the
liabilities of INVESCO Asian Growth Fund.
2. Merger involving INVESCO European Small Company
Fund:
INVESCO European Fund assumed all the liabilities
of INVESCO European Small Company Fund.
3. Reorganization involving INVESCO S & P 500 Index
Fund:
Not applicable.
4. Reorganization involving INVESCO Latin American
Growth Fund:
Not applicable.
5. Reorganization involving INVESCO Realty Fund:
Not applicable.
6. Reorganization involving INVESCO
Telecommunications Fund:
Not applicable.
<PAGE>
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [x] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date
the application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [x] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [x] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
1. With respect to the merger involving INVESCO Asian Growth
Fund, the fund surviving the merger is INVESCO Pacific
Basin Fund, a series of INVESCO International Funds, Inc.
2. With respect to the merger involving INVESCO European Small
Company Fund, the fund surviving the merger is INVESCO
European Fund, a series of INVESCO International Funds,
Inc.
3. With respect to the merger involving INVESCO S & P 500
Index Fund, the fund surviving the merger is INVESCO S & P
500 Index Fund, a series of INVESCO Stock Funds, Inc.
<PAGE>
4. With respect to the merger involving INVESCO Latin American
Growth Fund, the fund surviving the merger is INVESCO Latin
American Growth Fund, a series of INVESCO International
Funds, Inc.
5. With respect to the merger involving INVESCO Realty Fund,
the fund surviving the merger is INVESCO Real Estate
Opportunity Fund, a series of INVESCO Sector Funds, Inc.
6. With respect to the merger involving INVESCO
Telecommunications Fund (formerly named INVESCO Worldwide
Communications Fund), the fund surviving the merger is
INVESCO Telecommunications Fund, a series of INVESCO Sector
Funds, Inc.
(b) State the Investment Company Act file number of the fund
surviving the Merger:
1. With respect to the merger involving INVESCO Asian Growth
Fund, the fund surviving the merger is INVESCO Pacific
Basin Fund, a series of INVESCO International Funds, Inc.,
Investment Company Act file no. 811-07758;
2. With respect to the merger involving INVESCO European Small
Company Fund, the fund surviving the merger is INVESCO
European Fund, a series of INVESCO International Funds,
Inc., Investment Company Act file no. 811-077598;
3. With respect to the merger involving INVESCO S & P 500
Index Fund, the fund surviving the merger is INVESCO S & P
500 INDEX FUND, a series of INVESCO Stock Funds, Inc.,
Investment Company Act file no. 811-01474;
4. With respect to the merger involving INVESCO Latin American
Growth Fund, the fund surviving the merger is INVESCO Latin
American Growth Fund, a series of INVESCO International
Funds, Inc., Investment Company Act file no. 811-07758;
5. With respect to the merger involving INVESCO Realty Fund,
the fund surviving the merger is INVESCO Real Estate
Opportunity Fund, a series of INVESCO Sector Funds, Inc.,
Investment Company Act file no. 811-03826;
6. With respect to the merger involving INVESCO
Telecommunications Fund (formerly named INVESCO Worldwide
Communications Fund), the fund surviving the merger is
INVESCO Telecommunications Fund, a series of INVESCO Sector
Funds, Inc.
<PAGE>
(c) If the merger or reorganization agreement has been filed
with the Commission, state the file number(s), form type
used and date the agreement was filed:
1. With respect to the merger involving INVESCO Asian
Growth Fund, the merger agreement was filed:
File number: 333-71055
Form type used: N-14/A
Date filed: March 17, 1999
2. With respect to the merger involving INVESCO European
Small Company Fund, the merger agreement was filed:
File number: 333-70971
Form type used: N-14/A
Date filed: March 17, 1999
3. With respect to the reorganization involving INVESCO S &
P 500 Index Fund, the reorganization agreement was filed:
File number: 811-08528
Form type used: DEF 14A
Date filed: March 26, 1999
4. With respect to the reorganization involving INVESCO
Latin American Growth Fund, the reorganization agreement was filed:
File number: 811-08528
Form type used: DEF 14A
Date filed: March 26, 1999
5. With respect to the reorganization involving INVESCO
Realty Fund, the reorganization agreement was filed:
File number: 811-08528
Form type used: DEF 14A
Date filed: March 26, 1999
<PAGE>
6. With respect to the reorganization involving INVESCO
Telecommunications Fund (formerly named INVESCO Worldwide
Communications Fund), the reorganization agreement was filed:
File number: 811-08528
Form type used: DEF 14A
Date filed: March 26, 1999
(d) If the merger or reorganization agreement has not been
filed with the Commission, provide a copy of the agreement
as an exhibit to this form.
VERIFICATION
The undersigned states that (i) he has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of INVESCO Specialty Funds, Inc., (ii) he is the Secretary of
INVESCO Specialty Funds, Inc., and (iii) all actions by shareholders, directors,
and any other body necessary to authorize the undersigned to execute and file
this Form N-8F application have been taken. The undersigned also states that the
facts set forth in this Form N-8F application are true to the best of his
knowledge, information and belief.
Date: July 21, 2000 /s/ Glen A. Payne
------------------------- -----------------------
Name: Glen A. Payne
Title: Secretary
