-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MKiSl8MnsG+JKvfyghLbQCDMPSwcbwEFlHgX4Qj/L4CM/tgzMlvDMaF2hnIF9MUB MBPm4jIE+eSwYVBrYogW8A== 0000898432-00-000417.txt : 20000524 0000898432-00-000417.hdr.sgml : 20000524 ACCESSION NUMBER: 0000898432-00-000417 CONFORMED SUBMISSION TYPE: 40-8F-M PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESCO VALUE TRUST CENTRAL INDEX KEY: 0000789940 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 40-8F-M SEC ACT: SEC FILE NUMBER: 811-04595 FILM NUMBER: 642154 BUSINESS ADDRESS: STREET 1: 7800 EAST UNION AVE CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 8005541156 MAIL ADDRESS: STREET 1: P.O. BOX 173706 CITY: DENVER STATE: CO ZIP: 80217-3706 FORMER COMPANY: FORMER CONFORMED NAME: FINANCIAL SERIES TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: INVESCO INSTITUTIONAL SERIES TRUST DATE OF NAME CHANGE: 19910117 FORMER COMPANY: FORMER CONFORMED NAME: SHEARWATER EQUITY INC DATE OF NAME CHANGE: 19870810 40-8F-M 1 As filed with the Securities and Exchange Commission on May 23, 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 VALUE TRUST (Name of Applicant) File No.: 811-04595 (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 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 Value Trust 3. Securities and Exchange Commission File No.: 811-04595 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 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 Massachusetts business trust. 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: (a) Depositor's name(s) and address(es): (b) Trustee's name(s) and address(es): Not Applicable. 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 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: 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: May 20, 1999 If No, explain: 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: 1) July 15, 1999 with respect to the reorganization of INVESCO Value Equity Fund, a series of INVESCO Value Trust, to become a series of INVESCO Stock Funds, Inc. 2) May 28, 1999 with respect to the reorganization of INVESCO Total Return Fund, a series of INVESCO Value Trust, to become a series of INVESCO Combination Stock & Bond Funds, Inc. 3) June 4, 1999 with respect to the merger of INVESCO Intermediate Government Bond Fund, a series of INVESCO Value Trust, into INVESCO U.S. Government Securities Fund, a series of INVESCO Bond Funds, Inc. (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: 17. CLOSED-END FUNDS ONLY: Not Applicable. Has the fund issued senior securities? [ ] 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 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) Reorganization involving INVESCO Value Equity Fund: (i) Legal expenses: $ 9,255.76 (ii) Accounting expenses: 500.00 (iii) Other expenses: Postage and Printing: 35,408.88 Proxy Solicitation: 24,154.82 (iv) Total expenses for Reorganization involving INVESCO Value Trust: 69,319.46 (2) Reorganization involving INVESCO Total Return Fund: (i) Legal expenses: $ 17,985.96 (ii) Accounting expenses: 680.08 (iii) Other expenses: Postage and Printing: 71,485.16 Proxy Solicitation: 46,933.08 (iv) Total expenses for Reorganization involving INVESCO Total Return Fund: $137,084.28 (3) Merger involving INVESCO Intermediate Government Bond Fund: (i) Legal expenses: $ 6,291.06 (ii) Accounting expenses: 7,941.68 (iii) Other expenses: Postage and Printing: 57,761.64 Proxy Solicitation: 15,463.94 (iv) Total expenses for Merger involving INVESCO Intermediate Government Bond Fund $ 87,458.32 (b) How were those expenses allocated? (1) Reorganization involving INVESCO Value Equity Fund: INVESCO Funds Group, Inc. 50% INVESCO Value Equity Fund 50% (2) Reorganization involving INVESCO Total Return Fund: INVESCO Funds Group, Inc. 50% INVESCO Total Return Fund 50% (3) Merger involving INVESCO Intermediate Government Bond Fund INVESCO Funds Group, Inc. 50% INVESCO Intermediate Government Bond Fund 15% INVESCO U.S. Government Securities Fund 35% (c) Who paid those expenses? (1) Reorganization involving INVESCO Value Equity Fund: INVESCO Funds Group, Inc. $ 34,659.73 INVESCO Value Equity Fund $ 34,659.73 (2) Reorganization Involving INVESCO Total Return Fund: INVESCO Funds Group, Inc. $ 68,542.14 INVESCO Total Return Fund $ 68,542.14 (3) Merger involving INVESCO Intermediate Government Bond Fund: INVESCO Funds Group, Inc. $ 43,729.17 INVESCO Intermediate Government Bond Fund $ 13,524.51 INVESCO U.S. Government Securities Fund $ 30,204.64 (d) How did the fund pay for unamortized expenses (if any)? (1) Reorganization involving INVESCO Value Equity Fund: Not Applicable. (2) Reorganization involving INVESCO Total Return Fund: Not Applicable. (3) Merger involving INVESCO Intermediate Government Bond Fund: INVESCO U.S. Government Securities Fund assumed all liabilities of INVESCO Intermediate Government Bond Fund. 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 reorganization involving INVESCO Value Equity Fund, the surviving fund is INVESCO Value Equity Fund, a series of INVESCO Stock Funds, Inc. 2) With respect to the reorganization involving INVESCO Total Return Fund, the surviving fund is INVESCO Total Return Fund, a series of INVESCO Combination Stock & Bond Funds, Inc. 3) With respect to the merger involving INVESCO Intermediate Government Bond Fund, the surviving Fund is INVESCO U.S. Government Securities Fund, a series of INVESCO Bond Funds, Inc. (b) State the Investment Company Act file number of the fund surviving the Merger: 1) INVESCO Stock Funds, Inc. 811-01474 2) INVESCO Combination Stock & Bond Funds, Inc. 811-08066 3) INVESCO Bond Funds, Inc. 811-02674 (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) Reorganization of INVESCO Value Equity Fund, a series of INVESCO Value Trust, to become a series of INVESCO Stock Funds, Inc. File number: 811-04595 Form type: DEF 14A Date filed; March 26, 1999 2) Reorganization of INVESCO Total Return Fund, a series of INVESCO Value Trust to become a series of INVESCO Combination Stock & Bond Funds, Inc. File number: 811-04595 Form type: DEF 14A Date filed: March 26, 1999 3) Merger of INVESCO Intermediate Government Bond Fund , a series of INVESCO Value Trust, into INVESCO U.S. Government Securities Fund, a series of INVESCO Bond Funds, Inc. File number: 002-57151 Form type: N-14/A Date filed: March 17, 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 Value Trust, (ii) he is the Secretary of INVESCO Value Trust, 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: /s/ Glen A. Payne May 22, 2000 --------------------- Name: Glen A. Payne Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----