SEC Comment Letter for Invesco Ltd. (IVZ) (CIK 0000914208) (IVZ) — Jan 23, 2008
Invesco Ltd. (IVZ) (CIK 0000914208)
Date: Jan. 23, 2008 · CIK: 0000914208 · Accession: 0000000000-08-003936
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE January 23, 2008 Mr. Kevin M. Carome General Counsel Invesco Ltd. 1360 Peachtree Street, N.E. Atlanta, GA 30309 RE: Form 8-K Item 4.01 filed January 18, 2008 File #1-13908
Dear Mr. Carome: We have reviewed your filings and have the following comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explan ation. In some of our comments, we may ask you to provide us with supplemental informati on so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our review pr ocess is to assist you in your compliance with the applicable disclosure requirements and to e nhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone number listed at the end of this letter. 1. We note your disclosure that the engagement of Ernst & Young LLP (US) represents only a technical change and not an actual change in your accounting firm. However, this is viewed as two different accounting firms, as Ernst & Young LLP (UK) is listed separately from Ernst & Young LLP (US) within the PCAOB’s list of registered accounting firms. As such, please amend your Item 4.01 Form 8-K to state whether the former accountant resigned, declined to stand for re-election or was dismissed, and the specific date, as required by Item 304(a)(1)(i) of Regulation S-K.
2. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with the statements made in your revised Form 8-K.
***** We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
Kevin M. Carome General Counsel January 23, 2008 Page 2 require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that the company is responsible for the adequacy and accuracy of the disclosure in the filings; staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in response to our comments on your filing. Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter. Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time. You may wish to provide us with marked copies of each amended filing to expedite our review. Direct any questions regarding the above to the undersigned at (202) 551-3866. Sincerely, Jeffrey Gordon Staff Accountant
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
January 23, 2008
Mr. Kevin M. Carome General Counsel Invesco Ltd. 1360 Peachtree Street, N.E. Atlanta, GA 30309
RE: Form 8-K Item 4.01 filed January 18, 2008
File #1-13908
Dear Mr. Carome: We have reviewed your filings and have the following comments. Where indicated, we think
you should revise your documents in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explan ation. In some of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our review pr ocess is to assist you in your compliance with
the applicable disclosure requirements and to e nhance the overall disclosure in your filing. We
look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone
number listed at the end of this letter.
1. We note your disclosure that the engagement of Ernst & Young LLP (US) represents only a technical change and not an actual change in your accounting firm. However, this is viewed as two different accounting firms, as Ernst & Young LLP (UK) is listed separately from Ernst & Young LLP (US) within the PCAOB’s list of registered
accounting firms. As such, please amend your Item 4.01 Form 8-K to state whether the former accountant resigned, declined to stand for re-election or was dismissed, and the specific date, as required by Item 304(a)(1)(i) of Regulation S-K.
2. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with the statements made in your revised Form 8-K.
*****
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
Kevin M. Carome
General Counsel January 23, 2008 Page 2 require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
the company is responsible for the adequacy and accuracy of the disclosure in the filings;
staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in
response to our comments on your filing. Please file your supplemental response via EDGAR in response to these comments within 5 business days of the date of this letter. Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time. You may wish to provide us with marked copies of each amended filing to expedite our review. Direct
any questions regarding the above to the undersigned at (202) 551-3866. Sincerely, Jeffrey Gordon Staff Accountant