INVESCO LOGO
INVESCO STOCK FUNDS, INC.
INVESCO BASIC VALUE FUND
(CLASS A SHARES)
June ___, 2003
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Dear Shareholder:
The attached proxy materials seek your approval to liquidate the INVESCO Basic
Value Fund ("Basic Value Fund"), a separate series of INVESCO Stock Funds, Inc.,
and your authorization for the persons designated as proxies to transact such
other business as may properly come before the meeting or any adjournment
thereof. Under the proposal described in the attached proxy materials, the Basic
Value Fund would be liquidated, and its assets distributed on a pro rata basis
after payment of all of the Basic Value Fund's expenses to the remaining Basic
Value Fund shareholders, as soon as possible following shareholder approval of
the proposed liquidation.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL. The
board believes that, in light of the inefficiencies and high costs of managing
this Fund's small asset base, the proposed liquidation of the Basic Value Fund
will be in the best interests of Fund shareholders. In this regard, Fund
Management believes that the Basic Value Fund has very limited foreseeable
appeal to investors.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. Voting your shares
early will permit the Basic Value Fund to avoid costly follow-up mail and
telephone solicitation. After reviewing the attached materials, please complete,
sign and date your proxy card and mail it in the enclosed return envelope
promptly. [As an alternative to using the paper proxy card to vote, you may vote
by telephone, by facsimile, through the Internet, or in person.]
Very truly yours,
/s/ Raymond R. Cunningham
Raymond R. Cunningham
President
INVESCO Stock Funds, Inc.
INVESCO STOCK FUNDS, INC.
INVESCO BASIC VALUE FUND
(CLASS A SHARES)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 22, 2003
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To The Shareholders:
NOTICE IS HEREBY GIVEN that a special meeting of shareholders (the "Meeting") of
INVESCO Basic Value Fund ("Basic Value Fund"), a series of INVESCO Stock Funds,
Inc. ("Stock Funds"), will be held on July 22, 2003, at [10:00 a.m.] Mountain
Time, at the offices of INVESCO Funds Group, Inc., 4350 South Monaco Street,
Denver, Colorado, 80237 for the following purposes:
1. For Basic Value Fund shareholders to approve a Plan of
Liquidation and Termination providing for the liquidation of
the Fund as a separate series of Stock Funds; and
2. To authorize the persons designated as Proxies to transact
such other business as may properly come before the Meeting or
any adjournment thereof.
You are entitled to vote at the Meeting and any adjournment thereof if you owned
shares of the Basic Value Fund at the close of business on July 7, 2003. A
complete list of shareholders of the Basic Value Fund entitled to vote at the
Meeting will be available and open to the examination of any shareholder of the
Basic Value Fund for any purpose germane to the Meeting during ordinary business
hours at the offices of the Stock Funds, 4350 South Monaco Street, Denver,
Colorado 80237. A copy of this list also will be available at the Meeting. IF
YOU ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON. IF YOU DO NOT EXPECT
TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
By order of the Board of Directors,
/s/ Glen A. Payne
Glen A. Payne
Secretary
June ___, 2003
Denver, Colorado
INVESCO STOCK FUNDS, INC.
INVESCO BASIC VALUE FUND
(CLASS A SHARES)
================================================================================
4350 SOUTH MONACO STREET
DENVER, COLORADO 80237
(TOLL FREE) 1-800-525-8085
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
JULY 22, 2003
SUMMARY
This Proxy Statement is being furnished to shareholders of INVESCO Basic Value
Fund ("Basic Value Fund" or "Fund"), a series of INVESCO Stock Funds, Inc.
("Stock Funds"), in connection with the solicitation of proxies from
shareholders of the Basic Value Fund by the board of directors of Stock Funds
(the "Board") for use at a special meeting of shareholders to be held on July
22, 2003, at [10:00 a.m.] Mountain Time (the "Meeting"), and at any adjournment
of the Meeting. This Proxy Statement and form of proxy will first be mailed to
shareholders on or about July 10, 2003.
The purpose of the Meeting is:
o For Basic Value Fund shareholders to approve a Plan of Liquidation and
Termination for the Basic Value Fund ("Liquidation Plan") providing for
the liquidation of the Basic Value Fund as a separate series of Stock
Funds ("Proposal") SEE Proposal below.
If the Liquidation Plan is approved by shareholders, the Basic Value Fund will
be liquidated, and its assets will be distributed on a pro rata basis, after
payment of the Basic Value Fund's expenses, to shareholders, as soon as
reasonably practicable, following receipt of the vote required to approve the
Liquidation Plan ("Required Vote").
VOTING INFORMATION
One-third of the Basic Value Fund's shares outstanding on July 7, 2003 (the
"Record Date"), represented in person or by proxy, shall constitute a quorum and
must be present for the transaction of business at the Meeting. If a quorum is
not present at the Meeting or a quorum is present but sufficient votes to
approve the Proposal set forth in this Proxy Statement are not received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote those proxies that
they are entitled to vote FOR the Proposal in favor of such an adjournment and
will vote those proxies required to be voted AGAINST the Proposal against such
adjournment. A shareholder vote may be taken prior to any such adjournment if a
quorum is present, sufficient votes have been received to approve the proposal,
and it is otherwise appropriate.
Broker non-votes are shares held in street name for which the broker indicates
that instructions have not been received from the beneficial owners or other
persons entitled to vote and for which the broker does not have discretionary
voting authority. Abstentions and broker non-votes will be counted as shares
present for purposes of determining whether a quorum is present but will not be
voted for or against any adjournment or proposal. Accordingly, abstentions and
broker non-votes effectively will be a vote against adjournment or against the
proposal. Abstentions and broker non-votes will not be counted, however, as
votes cast for purposes of determining whether sufficient votes have been
received to approve a proposal.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your directions as indicated on that proxy card, if it is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you sign, date and return the proxy card, but give no
voting instructions, your shares will be voted in favor of approval of the
proposal and the duly appointed proxies will be able, in their discretion, to
vote upon such other matters as may come before the Meeting. The proxy card may
be revoked by giving another proxy or by letter revoking the initial proxy. To
be effective, revocation must be received by Stock Funds prior to the Meeting
and must indicate your name and account number. If you attend the Meeting in
person you may, if you wish, vote by ballot at the Meeting, thereby canceling
any proxy previously given.
In order to reduce costs, the notices to a shareholder having more than one
account in the Basic Value Fund listed under the same Social Security number at
a single address have been combined. The proxy cards have been coded so that a
shareholder's votes will be counted for each such account.
As of the Record Date, the Basic Value Fund had the following amount of shares
of common stock outstanding:
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NAME OF FUND - CLASS NUMBER OF SHARES
OUTSTANDING
- --------------------------------------------------------------------------------
INVESCO Basic Value Fund - Class A
- --------------------------------------------------------------------------------
The solicitation of proxies will be made primarily by mail but also may be made
by telephone or oral communications by representatives of INVESCO Funds Group,
Inc. ("INVESCO"), the investment advisor and transfer agent of the Basic Value
Fund, and INVESCO Distributors, Inc. ("IDI"), the distributor of the INVESCO
group of investment companies ("INVESCO Funds"), none of whom will receive any
compensation for these activities from the Basic Value Fund. INVESCO and IDI are
located at 4350 South Monaco Street, Denver, Colorado, 80237. Stock Funds has
engaged Alamo Direct, professional proxy solicitors, to distribute the enclosed
proxy materials, and to record shareholder votes. Alamo Direct will be paid fees
and expenses of up to approximately $[_______] for soliciting services. If votes
are recorded by telephone, Alamo Direct will use procedures designed to
authenticate shareholders' identities, to allow shareholders to authorize the
voting of their shares in accordance with their instructions, and to confirm
that a shareholder's instructions have been properly recorded.
[You may vote by telephone, mail, by facsimile or through a secure Internet
site. To vote via the Internet or by telephone, please access the web site or
call the toll-free number listed on your proxy card or noted in the enclosed
voting instructions. To vote via the Internet or by telephone you will need the
"control number" that appears on your proxy card. Proxies voted by telephone,
2
facsimile or Internet may be revoked at any time before they are voted in the
same manner that proxies voted by mail may be revoked.]
COPIES OF THE STOCK FUNDS' MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, INCLUDING
FINANCIAL STATEMENTS, ARE AVAILABLE UPON REQUEST. SHAREHOLDERS MAY REQUEST
COPIES OF THESE REPORTS, WITHOUT CHARGE, BY WRITING TO INVESCO DISTRIBUTORS,
INC., P.O. BOX 173706, DENVER, COLORADO 80217-3706, OR BY CALLING TOLL-FREE
1-800-525-8085.
Except as set forth in Appendix A, INVESCO does not know of any person who, as
of the Record Date, owns beneficially 5% or more of the shares of the Basic
Value Fund. [Directors and officers of Stock Funds own in the aggregate less
than 1% of the shares of the Basic Value Fund.]
VOTE REQUIRED. Approval of the Proposal requires the affirmative vote of a
majority of the outstanding securities of the Basic Value Fund, as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"). This means that
the Proposal must be approved by the lesser of: (i) 67% of the Basic Value
Fund's shares present at a meeting of shareholders if the holders of more than
50% of its outstanding shares are present in person or by proxy; or (ii) more
than 50% of this Fund's outstanding shares. Since INVESCO, as noted in Appendix
A, holds [_____] Class A shares of the Basic Value Fund, representing ___% of
this Fund's common stock, INVESCO will vote its Class A shares on the Proposal
in the same proportion as the other Basic Value Fund shareholders vote their
Class A shares on the Proposal (i.e., INVESCO will "echo vote" its Fund Class A
shares).
Each outstanding full share of the Basic Value Fund is entitled to one vote, and
each outstanding fractional share thereof is entitled to a proportionate
fractional share of one vote. If this Proposal is not approved by the requisite
vote of shareholders of the Basic Value Fund, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies.
PROPOSAL: TO APPROVE A PLAN OF LIQUIDATION AND TERMINATION
PROVIDING FOR THE LIQUIDATION OF THE BASIC VALUE FUND AS A
SEPARATE SERIES OF THE STOCK FUNDS.
THE PROPOSED LIQUIDATION AND TERMINATION
The Basic Value Fund is presently organized as a series of the Stock Funds, an
open-end management investment company registered with the Securities and
Exchange Commission under the 1940 Act. The Basic Value Fund seeks long-term
capital appreciation. It invests primarily in equity securities and
equity-related instruments that INVESCO believes will rise in price faster than
other securities, as well as in options and other investments whose values are
based upon the values of equity securities.
The Board, including a majority of its directors who are not "interested
persons," as that term is defined in the 1940 Act (the "Independent Directors"),
has approved the Liquidation Plan, under which the Basic Value Fund would be
liquidated, and its assets distributed on a pro rata basis after payment of all
of this Fund's expenses to the remaining Fund shareholders, as soon as possible
following shareholder approval of the proposed liquidation.
The Board believes that liquidating the Basic Value Fund's assets and
terminating its existence would be in this Fund's shareholders' best interests.
A copy of the form of Liquidation Plan is attached to this Proxy Statement as
Appendix B.
3
The Basic Value Fund commenced operations on August 2, 2002. Since the Basic
Value Fund commenced operations, various Basic Value Fund expenses have been
voluntarily absorbed by its investment advisor, INVESCO. Notwithstanding the
expense reduction measures taken by INVESCO, the Basic Value Fund has
experienced limited asset growth. INVESCO and the Basic Value Fund's
distributor, IDI, have come to believe that it is unlikely that this Fund will
experience material growth in assets in the foreseeable future. In light of the
inefficiencies and higher costs of managing the Basic Value Fund's small asset
base, INVESCO and IDI submitted to the Board a proposal to liquidate and
terminate this Fund.
At a meeting held on June 9, 2003, the Board considered and unanimously approved
the Liquidation Plan, subject to shareholder approval. Under the Stock Funds'
Articles of Incorporation, the liquidation of the Basic Value Fund may be
effected only on the affirmative vote of the lesser of (1) 67% of this Fund's
shares present at a meeting of its shareholders if the holders of more than 50%
of its outstanding shares are present in person or by proxy or (2) more than 50%
of the Basic Value Fund's outstanding shares.
CONSIDERATION BY THE BOARD
As part of a reorganization initiative designed to rationalize and simplify the
product offerings of the INVESCO Funds and AIM Funds, management performed an
extensive review of the product lines of the two fund complexes. Management
considered whether there were any comparable existing INVESCO Funds or AIM Funds
into which the Basic Value Fund could be merged and concluded that there were
not any comparable funds. As a result, management proposed that the Basic Value
Fund be liquidated. In evaluating the proposed liquidation and termination of
the Basic Value Fund, the Board considered a number of factors, including the
amount of this Fund's total assets, its expense ratio (absent the absorption by
INVESCO of expenses mentioned above), and whether there was any likelihood that
additional sales of Basic Value Fund shares could enable it to attain an asset
level that would sustain an acceptable expense ratio. The Board also considered
INVESCO's representation that it is not prepared to continue to waive its
advisory fee and absorb the expenses associated with managing the Basic Value
Fund at this Fund's current low level of assets indefinitely, but will do so
pending this Fund's liquidation and termination. Based on the foregoing, and
other factors it deemed relevant, the Board (including all of its Independent
Directors) approved the liquidation and termination of the Basic Value Fund,
subject to shareholder approval.
If the Liquidation Plan is not approved by the shareholders, the Basic Value
Fund will continue to operate as a series of Stock Funds (but without INVESCO's
absorption of expenses).
DESCRIPTION OF THE LIQUIDATION PLAN
Under the Liquidation Plan, each shareholder's interest in the Basic Value
Fund's assets will be fixed on the date on which the shareholders approve the
Liquidation Plan. On that date, the books of this Fund will be closed.
Thereafter, all assets of the Basic Value Fund not already held in cash or cash
equivalents will be liquidated. The Liquidation Plan provides that as soon as
reasonably practicable after that date, the distribution of the Basic Value
Fund's assets will be made in one or two liquidating distributions. The first
such distribution is expected to consist of cash representing substantially all
of the Basic Value Fund's assets less the amount reserved to pay its liabilities
and expenses. A second liquidating distribution, if necessary, is anticipated to
be made within 90 days after the first liquidating distribution and will consist
of cash from any assets remaining after payment of those liabilities and
4
expenses, the proceeds of any sale of the Basic Value Fund's assets not sold
prior to the first liquidating distribution, and any other miscellaneous Basic
Value Fund income.
The date or dates on which the Basic Value Fund will pay the liquidating
distributions and on which this Fund will be liquidated have not been
determined, but it is anticipated that if the Basic Value Fund's shareholders
adopt the Liquidation Plan, the liquidating distributions would occur as soon as
reasonably practicable after the date on which the shareholders approve the
Liquidation Plan. Shareholders will receive their respective portions of the
liquidating distribution(s) without any further action on their part.
The Liquidation Plan will not affect a shareholder's right to redeem the Basic
Value Fund's shares prior to the liquidation of the Fund. Therefore, a
shareholder may redeem in accordance with the redemption procedure set forth in
the Class A prospectus without waiting for this Fund to take any action
respecting its liquidation. The Liquidation Plan also authorizes the Board to
make variations from or amendments to the provisions thereof that it deems
necessary or appropriate to carry out the purposes of the Liquidation Plan. No
shareholder will be entitled to exercise any dissenter's rights or appraisal
rights with respect to the Basic Value Fund's liquidation and termination under
either the Liquidation Plan or relevant provisions of Maryland law.
Under the Liquidation Plan, AMVESCAP PLC, the indirect parent company of
INVESCO, will be responsible for the expenses incurred in connection with
carrying out the Liquidation Plan, including the cost of soliciting proxies,
liquidating its assets, and terminating its existence. In addition, those Fund
shareholders who paid a front-end sales charge to acquire Basic Value Fund Class
A shares, and who continue to hold their Fund Class A shares on the date of
receipt of the Required Vote, will receive a refund of such sales charge along
with their first liquidating distribution. Furthermore, no contingent deferred
sales charge will be applied to the liquidating distributions.
FEDERAL INCOME TAX CONSEQUENCES
The following summary provides general information regarding the federal income
tax consequences to the Basic Value Fund resulting from its liquidation and
termination, and to its shareholders on their receipt of liquidating
distributions from the Fund. The Basic Value Fund has not sought a ruling from
the Internal Revenue Service with respect to these matters. This summary
generally applies to shareholders who are individual U.S. citizens (other than
dealers in securities) and does not address the particular federal income tax
consequences that may apply to shareholders that are, for example, corporations,
trusts, estates, tax-exempt organizations, or non-resident aliens; nor does this
summary address state or local tax consequences. The tax consequences discussed
herein may affect shareholders differently, depending on their particular tax
situations unrelated to the receipt of liquidating distributions, and
accordingly this summary is not a substitute for careful tax planning.
Shareholders may wish to consult their personal tax advisers concerning their
particular tax situations and the impact thereon of receiving liquidating
distributions from the Basic Value Fund.
As discussed above, if the Liquidation Plan is approved by its shareholders, the
Basic Value Fund will sell its assets and distribute the proceeds to this Fund's
shareholders. The Basic Value Fund anticipates that it will retain its
qualification for treatment as a regulated investment company under the Internal
Revenue Code of 1986, as amended, during the liquidation period and will make
5
all required distributions so that it will not be taxed on any of this Fund's
net gain realized from the sale of its assets.
A shareholder who receives a liquidating distribution in cancellation and
redemption of Basic Value Fund shares will be treated as having sold those
shares for the amount of the liquidating distribution. Such shareholder will
recognize gain or loss on that sale measured by the difference between the
adjusted tax basis for the applicable shares and the liquidating distribution.
If the shares are held as capital assets, the gain or loss will be characterized
as capital gain or loss. Capital gain or loss attributable to shares held for
more than one year will constitute long-term capital gain or loss (and be
eligible for the reduced maximum federal income tax rate of 15% on such gains),
while capital gain or loss attributable to shares held for one year or less will
be short term. Shareholders also should be aware that the Basic Value Fund is
required to withhold 28% of liquidating distributions payable to any individuals
and certain other noncorporate shareholders who do not provide this Fund with a
correct and valid U.S. taxpayer identification number.
The receipt of a liquidating distribution by an individual retirement account
("IRA") that holds Basic Value Fund shares generally will not be treated as a
taxable event to the IRA beneficiary. HOWEVER, SOME IRAS THAT HOLD BASIC VALUE
FUND SHARES MAY HAVE BEEN ESTABLISHED WITH CUSTODIANS THAT MAY NOT REINVEST THE
LIQUIDATION DISTRIBUTION PROCEEDS, BUT INSTEAD MUST IMMEDIATELY DISTRIBUTE THOSE
PROCEEDS TO THE IRA BENEFICIARY. THOSE DISTRIBUTIONS COULD HAVE ADVERSE TAX
CONSEQUENCES FOR THE BENEFICIARIES OF SUCH IRAS, WHO ARE URGED TO CONSULT WITH
THEIR OWN TAX ADVISERS REGARDING THE TAX CONSEQUENCES OF THOSE DISTRIBUTIONS.
CONCLUSION
The Board has concluded that the proposed Liquidation Plan is in the best
interests of the shareholders of the Basic Value Fund. If approved, the
Liquidation Plan will be implemented as soon as possible following receipt of
the Required Vote. If the Liquidation Plan is not approved, the Basic Value Fund
will continue to operate as a series of Stock Funds.
REQUIRED VOTE. Approval of the Liquidation Plan requires the affirmative vote of
the lesser of: (i) 67% of the Basic Value Fund's shares present at a meeting of
shareholders if the holders of more than 50% of its outstanding shares are
present in person or by proxy; or (ii) more than 50% of this Fund's outstanding
shares. As noted above, INVESCO will "echo vote" its Fund Class A shares on
Proposal 1.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
OF BASIC VALUE FUND VOTE "FOR" THE PROPOSAL.
INFORMATION CONCERNING ADVISOR,
DISTRIBUTOR AND AFFILIATED COMPANIES
INVESCO, a Delaware corporation, serves as the Basic Value Fund's investment
advisor and provides other services to this Fund. INVESCO is a wholly owned
subsidiary of INVESCO North American Holdings, Inc. ("INAH"), 1315 Peachtree
Street, N.E., Atlanta, Georgia 30309. INAH is an indirect wholly owned
subsidiary of AMVESCAP PLC.1 The corporate headquarters of AMVESCAP PLC are
located at 30 Finsbury Square, London, England EC2A 1AG. IDI serves as the Basic
- -------------------------
1 The intermediary companies between INAH and AMVESCAP PLC are as follows: AVZ,
Inc. and AMVESCAP Group Services, Inc., each of which is wholly owned by its
immediate parent.
6
Value Fund's distributor. INVESCO's and IDI's offices are located at 4350 South
Monaco Street, Denver, Colorado 80237. Effective July 1, 2003, A I M
Distributors, Inc., also an indirect wholly owned subsidiary of AMVESCAP PLC,
will be the distributor of the Basic Value Fund and all INVESCO Funds and will
be responsible for the sale of the Funds' shares. The office of A I M
Distributors, Inc. is 11 Greenway Plaza, Suite 100, Houston, Texas 77046.
ADMINISTRATIVE AND TRANSFER AGENCY SERVICES
Pursuant to an Administrative Services Agreement between the Stock Funds and
INVESCO, INVESCO provides administrative services to the Stock Funds, including
the Basic Value Fund. INVESCO also serves as the Fund's transfer agent and
dividend disbursing agent.
OTHER MATTERS
The Board knows of no other business to be brought before the Meeting. Should
any other matters requiring a vote of shareholders properly come before the
Meeting, the persons named in the enclosed proxy will vote thereon in accordance
with their best judgment in the interests of the Basic Value Fund.
AVAILABLE INFORMATION
The Basic Value Fund is subject to the information requirements of the
Securities Exchange Act of 1934, as amended, and the 1940 Act and in accordance
with those requirements files reports, proxy materials and other information
with the United States Securities and Exchange Commission ("SEC"). These
reports, proxy materials and other information can be inspected and copied at
the Public Reference Room maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and the Central Regional Office of the SEC, 1801
California Street, Suite 4800, Denver Colorado 80202-2648. Copies of such
materials can also be obtained from the Public Reference Branch, Office of
Consumer Affairs and Information Services, SEC, Washington, D.C. 20459 at
prescribed rates.
MISCELLANEOUS
Stock Funds 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 Stock Funds, 4350 South Monaco Street, Denver, Colorado 80237.
Proposals must be received a reasonable period of time prior to a meeting to be
included in the proxy materials or otherwise be considered at the meeting.
Moreover, inclusion of such proposals is subject to applicable federal
securities law limitations. Timely submission of a proposal does not guarantee
its inclusion. Stock Funds has not received any shareholder proposals to be
presented at this Meeting.
By order of the Board of Directors,
Glen A. Payne
Secretary
June ___, 2003
7
APPENDIX A
PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of the Basic Value
Fund's outstanding equity securities as of July 7, 2003 by each beneficial owner
of 5% or more of the Basic Value Fund's outstanding equity securities.
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INVESCO BASIC VALUE FUND - CLASS A
- --------------------------------------------------------------------------------
Name and Address of Amount of Beneficial Percent of
Beneficial Owner Ownership Common Stock
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
8
APPENDIX B
FORM OF
PLAN OF LIQUIDATION AND TERMINATION
(INVESCO BASIC VALUE FUND)
THIS PLAN OF LIQUIDATION AND TERMINATION ("Plan") is made by INVESCO Stock
Funds, Inc., a Maryland corporation ("Corporation") organized as an open-end
investment company, with respect to INVESCO Basic Value Fund, a segregated
portfolio of assets ("series") thereof ("Fund").
WHEREAS, the Corporation's board of directors ("Board") has determined that
liquidation and termination of the Fund is in the best interests of the
Corporation and the Fund and thus has adopted this Plan; and
WHEREAS, pursuant to Article III, Section 3, Paragraph (f) of the Corporation's
Articles of Amendment and Restatement of the Articles of Incorporation, the
Board may authorize the liquidation of shares of any series of stock from its
shareholders; and
WHEREAS, liquidation of the Fund as a series of the Corporation requires the
affirmative vote of the lesser of (1) 67% of the Fund's shares present at a
meeting of its shareholders if the holders of more than 50% of its outstanding
shares are present in person or by proxy or (2) more than 50% of the Fund's
outstanding shares ("Required Vote").
NOW THEREFORE, this Plan shall be effective upon receipt of the Required Vote.
ARTICLE I. ACTIONS TO BE TAKEN PRIOR TO LIQUIDATION
----------------------------------------
(a) As directed by the Board, the Fund shall proceed with the business of
winding up its affairs.
(b) The Board shall authorize the appropriate parties to wind up the Fund's
affairs, and all the powers of the Corporation's directors under its Articles of
Incorporation and by-laws shall continue with respect to the Fund until its
affairs have been wound up, including the powers to (i) fulfill or discharge the
Fund's contracts, (ii) collect the Fund's assets, (iii) sell, convey, assign,
exchange, transfer, or otherwise dispose of all or any part of the remaining
property of the Fund to one or more persons at public or private sale for
consideration that may consist in whole or in part of cash, securities, or other
property of any kind, (iv) discharge or pay the Fund's liabilities, (v)
prosecute, settle, or compromise claims of the Fund or to which the Fund is
subject, (vi) file final state and federal tax returns for the Fund, (vii) mail
notice to all known creditors and employees, if any, of the Fund, at their
respective addresses shown on the Fund's records, and (viii) do all other acts
necessary or appropriate to wind up the Fund's business.
(c) As directed by the Board, the Corporation shall make one or two liquidating
distributions to the Fund's shareholders of record as of the date of receipt of
the Required Vote (individually a "Shareholder" and collectively "Shareholders")
in regards to the cancellation and redemption of Shareholders' Fund shares. The
amount of each liquidating distribution to each Shareholder shall be in
proportion to the number of the Fund's shares held thereby.
9
ARTICLE II. FILINGS WITH THE STATE OF MARYLAND
----------------------------------
Upon cancellation of the Fund's shares, the Board shall authorize the
appropriate parties to file Articles Supplementary with the Maryland Department
of Assessments and Taxation to eliminate the total number of shares of stock
allocated to the Fund and decease, by an identical amount, the aggregate number
of shares of stock the Corporation has authority to issue.
ARTICLE III. LIQUIDATION PROCEDURES
----------------------
(a) The Board shall authorize all actions to be taken such that the Fund will
apply its assets to the payment of all its existing debts and obligations,
including necessary expenses of redeeming and canceling the Fund's shares and
liquidating and terminating.
(b) On the date of receipt of the Required Vote, the interest of each
Shareholder shall be fixed and the books of the Fund shall be closed.
(c) As soon as reasonably practicable after (1) receipt of the Required Vote,
(2) paying or adequately providing for the payment of the Fund's liabilities,
and (3) receipt of such releases, indemnities, and refunding agreements as the
Board deems necessary for its protection, the Board shall cause the remaining
assets of the Fund to be distributed in one or two (if necessary) distributions
of cash payments, with Shareholders receiving their proportionate shares of each
payment, in regards to the cancellation and redemption of their Fund shares. In
addition, those Fund shareholders who paid a front-end sales charge to acquire
Class A Fund shares, and who continue to hold their Class A Fund shares on the
date of receipt of the Required Vote, will receive a refund of such sales charge
along with their first liquidating distribution. Furthermore, no contingent
deferred sales charge will be applied to the liquidating distributions.
(d) If the Board is unable to make distributions to all the Shareholders because
of the inability to locate Shareholders to whom distributions in cancellation
and redemption of the Fund's shares are payable, the Board may create, in the
name and on behalf of the Fund, a trust with a financial institution and,
subject to applicable abandoned property laws, deposit all remaining assets of
the Fund in a trust for the benefit of the Fund's Shareholders that cannot be
located. The expenses of the trust shall be charged against the assets therein.
ARTICLE IV. AMENDMENT OF THIS PLAN
----------------------
The Board may authorize variations from, or amendments of, the provisions of
this Plan (other than the terms of the liquidating distributions) that it deems
necessary or appropriate to effect the distributions in cancellation and
redemption of the Fund's shares and the liquidation and termination of the
Fund's existence.
ARTICLE V. EXPENSES
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AMVESCAP PLC shall bear 100% of all the expenses incurred in connection with
carrying out this Plan, including the cost of soliciting proxies, liquidating
the Fund's assets, and terminating the Fund's existence.
10
[INVESCO LOGO] INVESCO FUNDS
INVESCO Funds Group, Inc.
4350 South Monaco Street
Denver, Colorado 80237
INVESCO BASIC VALUE FUND
INVESCO STOCK FUNDS, INC.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
July 22, 2003
This proxy is being solicited on behalf of the Board of Directors of
INVESCO Stock Funds, Inc. ("Stock Funds") and relates to the proposal with
respect to INVESCO Basic Value Fund (the "Fund"), a series of Stock Funds. The
undersigned hereby appoints as proxies [____________] and [______________], and
each of them (with power of substitution), to vote all shares of common stock of
the undersigned in the Fund at the Special Meeting of Shareholders to be held at
[10:00 a.m.], Mountain Time, on July 22, 2003, at the offices of INVESCO Funds
Group, Inc., 4350 South Monaco Street, Denver Colorado 80237, and any
adjournment thereof ("Meeting"), with all the power the undersigned would have
if personally present.
The shares represented by this proxy will be voted as instructed. Unless
indicated to the contrary, this proxy shall be deemed to grant authority to vote
"FOR" the proposal relating to the Fund with discretionary power to vote upon
such other business as may properly come before the Meeting.
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.
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL [1-800-___-____] TOLL
FREE OR VISIT [HTTP://WWW.PROXYVOTE.COM]. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO [1-800-___-____].
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
INVESCO BASIC VALUE FUND
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
1. Approval of a Plan of Liquidation and
Termination providing for the liquidation of
INVESCO Basic Value Fund as a separate series of
INVESCO Stock Funds, Inc.;
YOUR VOTE IS IMPORTANT. IF YOU ARE NOT VOTING BY PHONE, FACSIMILE, OR INTERNET,
PLEASE DATE AND SIGN THIS PROXY BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
TO VOTE BY TOUCH-TONE PHONE OR THE INTERNET, PLEASE CALL [1-800-___-____] TOLL
FREE OR VISIT [HTTP://WWW.PROXYVOTE.COM]. TO VOTE BY FACSIMILE TRANSMISSION,
PLEASE FAX YOUR COMPLETED PROXY CARD TO [1-800-___-____].
- --------------------------------------------- ---------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date
- --------------------------------------------- ---------------------------------
Signature (Joint Owners) Date