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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): FEBRUARY 28, 1997
Commission file number: 33-67866
A I M MANAGEMENT GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0528004
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11 Greenway Plaza, Suite 100, Houston, Texas 77046
(Address of principal executive offices, including zip code)
(713) 626-1919
(Registrant's telephone number, including area code)
Not Applicable*
(Former name or former address, if changed since last report)
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*Registrant is a successor entity as described herein.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 4, 1996, A I M Management Group Inc. (the "Company") and
INVESCO PLC ("INVESCO"), a company incorporated under the laws of England,
announced the execution of an agreement and plan of merger (the "Merger
Agreement") pursuant to which the Company would merge with and into AVZ Inc., a
direct wholly-owned subsidiary of INVESCO, with AVZ Inc. being the surviving
corporation (the "Merger"). The Merger Agreement valued A I M Management Group
Inc. at approximately $1.6 billion as of November 4, 1996. The consideration
paid in connection with the Merger, which was completed on February 28, 1997,
consisted of (i) 290 million Ordinary Shares of INVESCO, allocated among all
outstanding shares of the Common Stock of the Company, par value $0.0025 per
share ("Old Common Stock"), all outstanding shares of the Class B Common Stock
of the Company, par value $0.0025 per share and vested and unvested options and
a warrant for Old Common Stock, and (ii) cash in an amount estimated at
February 28, 1997 to be approximately $544 million, which was allocated among
the Company's stockholders and the holders of certain vested options for Old
Common Stock and a warrant for Old Common Stock. The actual amount of the cash
consideration will be adjusted to take into account certain transaction
expenses, certain balance sheet items and the Company's net income and
dividends paid from September 1, 1996 through the closing date of the Merger.
Upon consummation of the Merger, the Company's stockholders, option holders and
warrant holder owned approximately 45 percent of the issued INVESCO Ordinary
Shares on a fully diluted basis.
After the Merger was completed, AVZ Inc. contributed all of the assets
and liabilities of the Company to A I M Management Group Inc. (formerly, A I M
Management Group Acquisition Corp.) ("New AIM"), a Delaware corporation and
wholly-owned subsidiary of AVZ Inc. (the "Drop-Down Transaction"). In
connection with the Merger and the Drop-Down Transaction, supplemental
indentures to the indenture dated as of November 3, 1993 (the "Indenture")
providing for the issuance of the Company's 9% Senior Notes due 2003 (the
"Notes") were delivered, and as of February 28, 1997, New AIM became the
obligor under the Notes. The officers of the Company prior to the Merger will
continue as officers of New AIM and four of the directors of the Company prior
to the Merger will continue as directors of New AIM.
The Merger constitutes a "Change in Control" as defined under the
Indenture. The Indenture provides that within fifteen days following an
occurrence of a Change in Control, New AIM must offer to purchase the Notes
from the holders thereof for an amount equal to 101% of the principal amount
plus accrued and unpaid interest to the date the Notes are accepted for
purchase by New AIM. The offer to purchase the Notes will be made by New AIM
upon such terms and subject to such other conditions as are set forth in the
Indenture. Materials regarding the offer to purchase the Notes will be sent
out by New AIM to holders of record of the Notes on or before March 14, 1997.
Pursuant to the Merger Agreement, certain stockholders of the Company
and their spouses, directors of INVESCO and proposed directors of INVESCO
entered into a voting agreement with INVESCO dated as of November 4, 1996 (the
"Voting Agreement") pursuant to which such parties agreed to exercise their
votes as directors and shareholders of INVESCO so as to maintain a board of
fifteen members, seven of whom will be designated by certain members of
INVESCO's senior management, seven of whom will be designated by certain
members of the Company's senior management, and one of whom will be the
Chairman. Each of the designated groups of directors will include at least
three independent non-executive directors. In addition, one member of the
Board of Directors will be designated Vice-Chairman. The initial Chairman is
Charles Brady, who was INVESCO's Chairman prior to the Merger, and the initial
Vice-Chairman is Charles T. Bauer, the Company's Chairman. Under the Voting
Agreement, the parties thereto are required to (a) exercise their votes so as
to maintain the balance of the membership of the board following any
resignation, removal or re-election of directors and (b) vote their shares at
any general meeting of INVESCO on resolutions (other than those in respect of
the election of directors) in the same proportion as the votes cast by
unaffiliated shareholders (primarily, shareholders who are not party to the
agreement), provided that any such resolution has been approved by two-thirds
of the members of the board of INVESCO.
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INVESCO, one of the world's largest independent investment management
groups, has a major presence in the institutional investment management and
retail mutual fund businesses in the United States and Europe, and a growing
presence in the Pacific region. Since the Merger, the businesses of INVESCO and
the various subsidiaries of the Company have continued to operate under their
names as they existed prior to the Merger. The Ordinary Shares of INVESCO are
listed on the London Stock Exchange and the American Depositary Shares of
INVESCO are listed on the New York Stock Exchange. Effective March 3, 1997, the
name of INVESCO PLC was changed to AMVESCO PLC.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following documents are filed as part of this report:
Exhibits:
2.1 Agreement and Plan of Merger among the Company, INVESCO PLC and
Invesco Group Services, Inc. dated as of November 4, 1996,
incorporated by reference to Exhibit 2.1 to the registration
statement on Form F-3/F-1 (file no. 333-5990) of INVESCO PLC and
INVESCO Funding LLC filed November 21, 1996.
2.2 Amendment No. 1 to Agreement and Plan of Merger among the
Company, INVESCO PLC and Invesco Group Services, Inc. dated
as of February 20, 1997.
2.3 Amendment No. 2 to Agreement and Plan of Merger among the
Company, INVESCO PLC and Invesco Group Services, Inc. dated as
of February 27, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized on March 7, 1997.
A I M MANAGEMENT GROUP INC.
/s/John J. Arthur
-----------------------------------
John J. Arthur
Vice President and Treasurer
(Chief Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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2.1 Agreement and Plan of Merger among the Company, INVESCO PLC and Invesco
Group Services, Inc. dated as of November 4, 1996, incorporated by
reference to Exhibit 2.1 to the registration statement on Form F-3/F-1
(file no. 333-5990) of INVESCO PLC and INVESCO Funding LLC filed
November 21, 1996.
2.2 Amendment No. 1 to Agreement and Plan of Merger among the Company,
INVESCO PLC and Invesco Group Services, Inc. dated as of February 20,
1997.
2.3 Amendment No. 2 to Agreement and Plan of Merger among the Company,
INVESCO PLC and Invesco Group Services, Inc. dated as of February 27,
1997.
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EXHIBIT 2.2
AMENDMENT NO. 1
TO THE
AGREEMENT AND PLAN OF MERGER
AMONG
A I M MANAGEMENT GROUP INC., INVESCO PLC
AND INVESCO GROUP SERVICES INC.
Amendment No. 1, dated as of February 20, 1997 (this
"Amendment"), to the Agreement and Plan of Merger, dated as of November 4, 1996
(the "Merger Agreement"), among A I M Management Group Inc., a Delaware
corporation ("AIM Parent"), INVESCO PLC, a company incorporated under the laws
of England ("INVESCO Parent"), and INVESCO Group Services Inc., a Delaware
corporation ("INVESCO Services") and wholly-owned subsidiary of INVESCO Parent.
Capitalized terms used herein without definition shall have the meanings
assigned thereto in the Merger Agreement.
W I T N E S S E T H :
WHEREAS, AIM Parent, INVESCO and INVESCO Services
have entered into the Merger Agreement; and
WHEREAS, the parties thereto desire to amend the Merger
Agreement with respect to (i) certain calculations to be made at and following
the Effective Time in respect of the conversion of AIM Options, (ii) loans
permitted under AIM Option Plans and (iii) the payment of a dividend in respect
of AIM Capital Stock;
NOW, THEREFORE, in consideration of the covenants and
agreements hereinafter set forth and as set forth in the Merger Agreement, the
parties hereto hereby agree as follows:
1. Amendment. (a) Section 1.5(a)(viii) is hereby
amended by inserting the double underscored words below such
that, as a result of such change, Section 1.5(a)(viii) shall
read, in its entirety, as follows:
The "Gross Equity Value" shall be equal to the sum of (A) for purposes
of (1) making the calculation in Section 1.6(a), (2) determining the
number of Merger Ordinary Shares issuable upon exercise of AIM Options
converted pursuant to Section 3.3(a) and (3) determining the "Cash
Consideration Percentage" (as
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Amendment No. 1 to the Merger Agreement
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defined in Section 3.3(b)), the Estimated Merger Price (as defined in
Section 1.7(b)), and for all other purposes, the Merger Price, (B) the
Aggregate AIM Option Exercise Price, (C) proceeds from the AIM Options
exercised after the Reference Date and before the Effective Time and
(D) the Aggregate AIM Warrant Exercise Price.
(b) Section 2.1.14 is hereby amended by deleting the words
"(i) personal loans under plans set forth on Schedule 2.1.18(a) of any member of
the AIM Group not to exceed, in the aggregate $8,100,000 and (ii)" prior to the
word "consideration" in the first sentence thereof and by inserting the double
underscored words below such that, as a result of such change, Section 2.1.14
shall read, in its entirety as follows:
Schedule 2.1.14 sets forth a correct and complete list of all
agreements, arrangements or other commitments in effect as of December
31, 1995 between any member of the AIM Group, on the one hand, and any
officer, director or shareholder of any member of the AIM Group on the
other hand, other than compensation or benefit agreements, arrangements
and commitments set forth on Schedule 2.1.18. Since December 31, 1995,
except as set forth in Schedule 2.1.14, no member of the AIM Group has
entered into any agreement, arrangement or other commitment or
transaction with any officer, director or shareholder of any member of
the AIM Group, other than personal loans under plans set forth on
Schedule 2.1.18(a) of any member of the AIM Group not to exceed, in the
aggregate, $8,100,000 on November 4, 1996, and $30,000,000 on the
Closing Date.
(c) Section 3.1.10 is hereby amended and restated
in its entirety as follows:
3.1.10. Payment of Dividend. Following November 4, 1996 and
prior to the Effective Time, AIM Parent shall declare and pay to its
shareholders a dividend equal to $4 per share in respect of AIM Capital
Stock outstanding on the record date for such dividend.
(d) Section 3.3(a) is hereby amended by inserting the double
underscored words below such that, as a result of such change, Section 3.3(a)
shall read, in its entirety, as follows:
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Amendment No. 1 to the Merger Agreement
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Conversion of Options. As soon as practicable following the date of
this Agreement, the Board of Directors of AIM Parent or, to the extent
of its authority, any committee thereof administering the AIM Option
Plans, shall take all actions necessary or appropriate to cause each
Convertible AIM Option to be converted, effective at the Effective Time
and subject to the consummation of the Merger, into an option to
purchase, on the same terms and conditions (including vesting and
exercise rights and restrictions) as were applicable to such
Convertible AIM Option immediately prior to the Effective Time, the
greatest number of whole Merger Ordinary Shares (such Merger Ordinary
Shares, the "Option Conversion Shares") equal to the product of (x) the
number of shares of AIM Capital Stock issuable upon the exercise of
such Convertible AIM Option at the Effective Time, multiplied by (y) a
fraction, the numerator of which is the Per Share Equity Value and the
denominator of which is the Ordinary Share Price, for a price per
Merger Ordinary Share equal to the Exercise Price.
"Convertible AIM Option" shall mean each AIM Option
that is outstanding at the Effective Time, whether or not
vested, other than the Vested AIM Options that are converted
pursuant to Section 3.3(b) below.
The "Exercise Price" shall mean the amount equal to:
(i) if the Estimated Merger Price equals the
Merger Price, the quotient obtained by dividing (A)
the Aggregate Exercise Price by (B) the number of
Option Conversion Shares, or
(ii) if the Merger Price is greater than the
Estimated Merger Price, the quotient obtained by
dividing (A) the excess of (x) the Aggregate Exercise
Price over (y) the product obtained by multiplying
the Adjustment by the Pro Rata Share, by (B) the
number of Option Conversion Shares, or
(iii) if the Estimated Merger Price is
greater than the Merger Price, the quotient
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Amendment No. 1 to the Merger Agreement
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obtained by dividing (A) the sum of (x) the Aggregate
Exercise Price and (y) the product obtained by
multiplying the Adjustment by the Pro Rata Share, by
(B) the number of Option
Conversion Shares.
The "Aggregate Exercise Price" shall mean the
aggregate exercise price for the shares of AIM Capital
Stock issuable upon the exercise in full of a Convertible
AIM Option immediately prior to the Effective Time.
The "Adjustment" shall mean (i) if the Merger Price
is greater than the Estimated Merger Price, the excess of the
Merger Price over the Estimated Merger Price or (ii) if the
Estimated Merger Price is greater than the Merger Price, the
excess of the Estimated Merger Price over the Merger Price.
The "Pro Rata Share" shall mean, with respect to any
Convertible AIM Option, a fraction the numerator of which is
the aggregate number of shares of AIM Capital Stock issuable
upon the exercise in full of such Convertible AIM Option
immediately prior to the Effective Time and the denominator of
which is an amount equal to the sum of (A) the number of
shares of Common Stock outstanding immediately prior to the
Effective Time, (B) the number of shares of Class B Common
Stock outstanding immediately prior to the Effective Time, (C)
the aggregate number of shares of AIM Capital Stock issuable
upon exercise of all AIM Options outstanding immediately prior
to the Effective Time, whether or not vested, and (D) the
aggregate number of shares of Common Stock issuable upon
exercise of the AIM Warrant outstanding immediately prior to
the Effective Time, whether or not vested.
Pursuant to resolutions of the Board of Directors of AIM Parent or, to
the extent of its authority, any committee thereof administering the
AIM Option Plans pursuant to which Convertible AIM Options have been
granted, all rights to exercise the Convertible AIM Options shall be
suspended during the period commencing at the Effective Time and ending
on the date of the final determination of the Merger Price pursuant to
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Amendment No. 1 to the Merger Agreement
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Section 1.9. The adjustment provided for herein with respect to any AIM
Options that are "incentive stock options," within the meaning of
section 422 of the Code ("AIM ISOs") shall be and is intended to be
effected in a manner that is consistent with section 424(a) of the
Code.
(e) Section 6.1 is hereby amended by inserting
the following definitions:
Adjustment: as defined in Section 3.3(a).
Aggregate Exercise Price: as defined in Section 3.3(a).
Convertible AIM Options: as defined in Section 3.3(a).
Pro Rata Share: as defined in Section 3.3(a).
Exercise Price: as defined in Section 3.3(a).
2. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original and which together
shall constitute one and the same agreement.
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Amendment No. 1 to the Merger Agreement
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.
A I M MANAGEMENT GROUP INC.
By: /s/ ROBERT H. GRAHAM
_________________________________
Name: Robert H. Graham
Title: President
INVESCO PLC
By: /s/ CHARLES W. BRADY
_________________________________
Name: Charles W. Brady
Title: Chairman
INVESCO GROUP SERVICES INC.
By: /s/ HUBERT L. HARRIS, JR.
_________________________________
Name: Hubert L. Harris, JR.
Title: President
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Amendment No. 1 to the Merger Agreement
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EXHIBIT 2.3
AMENDMENT NO. 2
TO THE
AGREEMENT AND PLAN OF MERGER
AMONG
A I M MANAGEMENT GROUP INC., INVESCO PLC
AND INVESCO GROUP SERVICES INC.
Amendment No. 2, dated as of February 27, 1997 (this
"Amendment"), to the Agreement and Plan of Merger, dated as of November 4, 1996,
among A I M Management Group Inc., a Delaware corporation ("AIM Parent"),
INVESCO PLC, a company incorporated under the laws of England ("INVESCO
Parent"), and INVESCO Group Services Inc., a Delaware corporation ("INVESCO
Services") and wholly-owned subsidiary of INVESCO Parent, as amended by
Amendment No. 1 thereto, dated as of February 20, 1997 (collectively, the
"Merger Agreement"). Capitalized terms used herein without definition shall have
the meanings assigned thereto in the Merger Agreement.
W I T N E S S E T H :
WHEREAS, AIM Parent, INVESCO Parent and INVESCO Services have
entered into the Merger Agreement; and
WHEREAS, the parties thereto desire to amend the Merger
Agreement with respect to certain matters.
NOW, THEREFORE, in consideration of the covenants and
agreements hereinafter set forth and as set forth in the Merger Agreement, the
parties hereto hereby agree as follows:
1. Amendment of Section 2.1.5(f). Section 2.1.5(f) is hereby
amended and restated in its entirety as follows:
(f) entered into (i) any agreement or commitment involving
more than $1,000,000 that, pursuant to its terms, is not cancelable
without penalty on 60 days' notice or less or (ii) any other agreement,
commitment or other transaction, other than (A) any agreement,
commitment or other transaction involving an expenditure of not more
than $500,000, (B) AIM Investment Advisory Contracts, distribution
agreements, AIM Under writing Agreements and AIM
Administration/Custodian/
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Amendment No. 2 to the Merger Agreement
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Transfer Agent Agreements entered into in the ordinary course of
business consistent with past practices or (C) personal loans under
plans set forth on Schedule 2.1.18(a) of any member of the AIM Group,
not to exceed, in the aggregate, $8,100,000 on November 4, 1996, and
$30,000,000 on the Closing Date, provided that, notwithstanding the
foregoing, AIM Parent may, prior to the Effective Time, make a
charitable cash contribution of not greater than $10 million to the AIM
Foundation, a Texas non-profit corporation;
2. Amendment of Section 2.1.5(o). Section 2.1.5(o) is hereby
amended and restated in its entirety as follows:
(o) changed in any material respects its accounting practices,
policies or principles, other than (i) any such change as may be
required under GAAP or other generally accepted accounting principles
of the applicable jurisdiction or (ii) any changes to the method
utilized by AIM Parent to accrue employee bonuses as may be agreed upon
by AIM Parent and INVESCO Parent;
3. Amendment of Section 2.2.6(n). Section 2.2.6(n) is hereby
amended by inserting "(i)" immediately prior to the first sentence thereof and
by adding a new clause (ii) so that such section, as amended and restated in its
entirety, shall provide as follows:
(n) Active Trade or Business. (i) INVESCO Parent or a
corporation that is a member of the same "affiliated group" (as defined
in section 1504(a)(1) of the Code, without regard to section 1504(b)(3)
of the Code) as INVESCO Parent will have been engaged in the active
conduct of a trade or business, within the meaning of section
1.367(a)-2T(b)(2) and (3) of the United States Treasury regulations,
that is substantial in comparison to the trade or business of AIM
Parent, for the entire 36-month period immediately preceding the
Effective Time.
(ii) INVESCO Parent or a "qualified subsidiary" of INVESCO
Parent (within the meaning of section 1.367(a)- 3(c)(5)(vii) of the
United States Treasury regulations) will have been engaged in an active
trade or business (within the meaning of section 1.367(a)-2T(b)(2) and
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Amendment No. 2 to the Merger Agreement
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(3) of the United States Treasury regulations) outside the United
States for the entire 36-month period immediately before the Effective
Time.
4. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original and which together
shall constitute one and the same agreement.
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Amendment No. 2 to the Merger Agreement
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.
A I M MANAGEMENT GROUP INC.
By: /s/ ROBERT H. GRAHAM
______________________________________
Name: Robert H. Graham
Title: President
INVESCO PLC
By: /s/ ROBERT F. MCCULLOUGH
______________________________________
Name:
Title: CFO
INVESCO GROUP SERVICES INC.
By: /s/ HUBERT L. HARRIS
______________________________________
Name:
Title:
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Amendment No. 2 to the Merger Agreement
