As filed with the Securities and Exchange Commission on August 17, 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?
[ ] Initial Application [ X ] 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 was 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 S & P 500 Index Fund,
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:
<TABLE>
<CAPTION>
1. Merger involving INVESCO Asian Growth Fund:
<S> <C> <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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
3. Reorganization involving INVESCO S & P 500 Index Fund:
<S> <C> <C>
(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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
6. Reorganization involving INVESCO Telecommunications Fund:
<S> <C> <C> <C>
(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?
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%
(c) Who paid those expenses?
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
<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?
[ X ] Yes [ ] 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:
The initial application on Form N-8F for INVESCO Specialty Funds, Inc.,
SEC File No. 811-08528, was filed with the Commission on July 24, 2000.
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.
(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., Investment Company Act file no.
811-03826.
<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: August 16, 2000 /S/ GLEN A. PAYNE
------------------
Name: Glen A. Payne
Title: Secretary
