-----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, FI9hTW0m2zSIRhIlaneGahLnRBDVDWgibAY8TwhWrXxhz2TeYV9hEN66LRv2RPVV A5HY+mP/o34bYyffsbLw/g== 0001450791-11-000012.txt : 20110114 0001450791-11-000012.hdr.sgml : 20110114 20110114135705 ACCESSION NUMBER: 0001450791-11-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110114 ITEM INFORMATION: Other Events FILED AS OF DATE: 20110114 DATE AS OF CHANGE: 20110114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Invesco High Yield Investments Fund, Inc. CENTRAL INDEX KEY: 0000912734 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 811-08044 FILM NUMBER: 11529800 BUSINESS ADDRESS: STREET 1: 1555 PEACHTREE STREET, N.E. STREET 2: SUITE 1800 CITY: ATLANTA STATE: 2Q ZIP: 30309 BUSINESS PHONE: 404-439-3217 MAIL ADDRESS: STREET 1: 1555 PEACHTREE STREET, N.E. STREET 2: SUITE 1800 CITY: ATLANTA STATE: 2Q ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY HIGH YIELD FUND, INC. DATE OF NAME CHANGE: 20090827 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY HIGH YIELD FUND INC DATE OF NAME CHANGE: 20070522 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER HIGH YIELD FUND INC DATE OF NAME CHANGE: 20000504 8-K 1 form8k.htm form8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K
 
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): January 14, 2011
 
 
Invesco High Yield Investments Fund, Inc.
(Exact Name of registrant as specified in its charter)
 
 
 
Maryland
(State or other jurisdiction of incorporation)
 
 
 
811-08044
(Commission File Number)
 
 
 
76-0413830
(I.R.S. Employer Identification No.)
 
 
1555 Peachtree Street, N.E., Atlanta, Georgia 30309                                                        
(Address of principal executive offices)  (Zip Code)
 
 
 
Registrant’s telephone number, including area code:   (713) 626-1919
 
 
    Morgan Stanley High Yield Fund, Inc.    
(Former name or former address, if changed since last report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 

 


 
Item 8.01.                      Other Events.
 
 

 
Invesco High Yield Investments Fund, Inc. (the “Fund”) makes this filing on Form 8-K as required by a December 30, 2010 Preliminary Order in Connection with Settlement Proceedings by the United States District Court, Southern District of New York.  The Fund  is named as a nominal defendant in an action commenced by shareholder Deborah Donoghue against defendants Bulldog Investors General Partnership (“Bulldog”) and Philip Goldstein.  The action seeks recovery on behalf of the Fund of so-called “short swing” profits for trades by Bulldog and/or Goldstein under Section 16(b) of the Securities Exchange Act of 1934.  Section 16(b) provides, among other things, for the recovery by an issuer from a beneficial owner of 10% or more of a class of equity securities who rea lizes profits from purchases and sales of such securities within a six month period.

Attached hereto as Exhibit 1 is a Notice of Pendency of Derivative Action and Hearing on Proposed Settlement (the “Notice”).  The Notice describes a proposed settlement of the above-described lawsuit under which, among other things, Bulldog would pay $85,491 to the Fund, and the plaintiff’s counsel will submit an application to the Court for attorney’s fees after any appeal filed by Bulldog.  The Notice also advises shareholders that the Court has scheduled a Settlement Fairness Hearing for February 25, 2011, at noon, in Courtroom 11B of the United States Courthouse, 500 Pearl Street, New York, NY 10007.  Shareholders proposing to raise comments or objections at the February 25th hearing must so advise the Court and plaintiff’s cou nsel in a writing mailed by February 11, 2011.

The attached Notice includes further details concerning the settlement and the hearing.


Item 9.01.  Financial Statements and Exhibits
 
(a)  
Not applicable
 
(b)  
Not applicable
 
(c)  
Not applicable
 
(d)  
The following exhibits are filed herewith:
 
Exhibit 1
 

 
2

 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Invesco High Yield Investments Fund, Inc.


By: /s/ Stephen R. Rimes
Stephen R. Rimes
Assistant Secretary


Date: January 14, 2011






 
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EXHIBIT INDEX


Exhibit No.                                                      Description

 
Exhibit 1
Notice of Pendency of Derivative Action and of Hearing on Proposed Settlement

 

 



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EX-1 2 exhibit1.htm exhibit1.htm
Exhibit 1
 

UNITED STATES DISTRICT COURT
 
SOUTHERN DISTRICT OF NEW YORK
 
DEBORAH DONOGHUE,
Plaintiff,
- against -
MORGAN STANLEY HIGH YIELD FUND, INC., Now Known As INVESCO HIGH YIELD INVESTMENTS FUND, INC.,
Nominal Defendant,
BULLDOG INVESTORS GENERAL PARTNERSHIP and PHILLIP GOLDSTEIN,
Defendants.
10 Civil 3131 (DCL)
 
NOTICE OF PENDENCY OF DERIVATIVE ACTION AND
 
 
OF HEARING ON PROPOSED SETTLEMENT
 
TO:
ALL PERSONS WHO OWN SHARES OF MORGAN STANLEY HIGH YIELD FUND, INC., Now Known As INVESCO HIGH YIELD INVESTMENTS FUND, INC. (“INVESCO HIGH YIELD”)
 
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.
THE RIGHTS OF INVESCO HIGH YIELD AND ITS SHAREHOLDERS WILL BE
AFFECTED BY PROCEEDINGS IN THIS ACTION.
 
This Notice is given pursuant to an Order of the United States District Court for the Southern District of New York (the “Court”). The purpose of this Notice is to advise of a proposed settlement (the “Settlement”) involving Bulldog Investors General Partnership (“Bulldog”) and Phillip Goldstein (“Goldstein”) (the “Defendants”) in the above-captioned action (the “Action”). A hearing will be held before United States District Court Judge Denise Cote (the “Settlement Fairness Hearing”) to determine whether the Settlement is fair, reasonable and adequate. The Settlement provides for a payment by Bulldog of $85,491 (the “Settlement Payment”) to be made to Invesco High Yield.
 

 
 

 

THE ACTION
 
Nature of the Claims and Defenses
 
 
This is a shareholder action brought pursuant to the so-called “short-swing” profit recapture provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, 15 U.S.C. 78p(b) (the “Act”). Any beneficial owner of more that 10% of a class of equity security of a company registered under Section 12 of the Act, 15 U.S.C. 781, must pay over to its issuer any profit realized by it through purchases and sales of that issuer’s equity securities within periods of less than six months.
 
 
The only remaining defense advanced by the Defendants has been a constitutional challenge to the standing of the plaintiff under Article III of the United States Constitution asserting that plaintiff has suffered no injury in fact. The district court has ruled this defense to be lacking in merit. The Defendants intend to appeal following the entry of judgment against Bulldog. The plaintiff has agreed to dismiss her claims against Goldstein in exchange for a judgment in the amount of the total damages that the plaintiff calculates that Bulldog owes for its asserted violation of Section 16(b).
 
Prior Proceedings In The Action
 
 
This proposed Settlement comes after the filing of a Complaint and Answer, the bringing of a Motion to Dismiss (which was denied), the conduct of documentary discovery and the service of a Request for Admissions.
 
The Terms Of Settlement
 
 
Pursuant to the Settlement, Bulldog has agreed to pay to Invesco High Yield the sum of $85,491, and the plaintiff has agreed to dismiss her claims against Goldstein. It is contemplated that Bulldog will appeal the Court’s denial of its Motion To Dismiss on constitutional grounds. The application of plaintiffs counsel for legal fees and reimbursement of disbursements will be deferred until after the United States Court of Appeals for the Second Circuit files its decision of the appeal that Bulldog intends to file in the event this settlement is approved by the Court.
 
 
Because the Action pursuant to Section 16(b) of the Act was brought derivatively on behalf of Invesco High Yield, the Settlement Payment will be paid to Invesco High Yield, net of any eventual award by the Court of an attorney’s fee and reimbursement of expenses to plaintiffs counsel. There will be no distribution to shareholders.
 
If the Settlement is approved by the Court, all claims which were asserted against the Defendants in the Action will be concluded on the merits and with prejudice. If the Court does not approve this Settlement, then plaintiff will have the right to proceed with the Action.
 

 
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NOTICE OF SETTLEMENT HEARING
 
 
The Court has ordered that a Settlement Fairness Hearing be held in Courtroom 11B at 12 p.m., on February 25, 2011 (or at such other time and place as the Court hereafter may set, without further notice other than announcement thereof in open court at the above time and place) concerning the fairness, reasonableness and adequacy to Invesco High Yield of the Settlement.
 
If you are an Invesco High Yield shareholder as of the date hereof you may appear personally or by counsel and be heard at the Settlement Hearing.  You may only be heard on or contest the approval of the Settlement if on or before February 11, 2011, you mail a notice to plaintiff’s counsel and to the clerk of the court of your intention to appear: (i) setting forth the dates you purchased and the number of shares of Invesco High Yield common stock that you own as of the date of your notice; and (ii) stating your objections or support or comments to the following:
 
David Lopez, Esq.
171 Edge of Woods Road, P.O. Box 323
Southampton, New York 11968
Attorney for Plaintiff
Clerk, U.S. District Court
Southern District of New York
500 Pearl Street
New York, New York  10007
 
You may also inspect the pleadings and the plaintiff’s submission on the Settlement motion on the internet at:
 
davidlopezesqcasedocuments.com
 
 
For further information regarding this Notice, the Action or the proposed Settlement, Invesco High Yield shareholders can contact plaintiff’s counsel:
 
David Lopez, Esq.
171 Edge of Woods Road, P.O. Box 323
Southampton, New York  11968
631.287.5520
DavidLopezEsq@aol.com
 
PLEASE DO NOT CALL OR WRITE THE COURT OR THE CLERK’S OFFICE
OTHER THAN TO FILE NOTICES OF YOUR INTENTION TO SUPPORT
OR OPPOSE THE SETTLEMENT.
 
 
Dated:  New York, New York
 
 
December 30, 2010
 

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