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EXHIBIT 3.2
AMENDMENT NO. 1
TO THE
STOCK PURCHASE AGREEMENT
Amendment No. 1, dated as of May 28, 1998 (the "Amendment"), to the
Stock Purchase Agreement, dated as of January 30, 1998 (the "Purchase
Agreement"), among AMVESCAP PLC, a public limited company, incorporated under
the laws of England and Wales ("Buyer Parent"), AMD Acquisition Corp., a
Delaware corporation ("Buyer") and/or other Affiliate of Buyer designated by
Buyer in accordance with the Purchase Agreement as a purchaser thereunder of
shares of or interest in any of the Companies or the LGT Verwaltungs Interest
("Buyer Affiliates"), Liechtenstein Global Trust, AG, an Aktiengesellchschaft
organized under the laws of Liechtenstein ("LGT AG"), LGT Holding Luxembourg SA,
a Luxembourg Societe Anonyme ("LGT Luxembourg"), LGT Holding (International) AG,
Zurich, an Aktiengesellchschaft organized under the laws of Switzerland ("LGT
ZH") and LGT Bank in Liechtenstein (Cayman) Limited, a direct wholly-owned
subsidiary of LGT AG organized in the Cayman Islands (the "Cayman Islands
Seller").
Capitalized terms used herein without definition have the meanings
given thereto in the Purchase Agreement.
RECITALS
A. Buyer Parent, Buyer, LGT AG and LGT ZH have entered into the
Purchase Agreement.
B. LGT AG desires to transfer all of the issued and outstanding shares
of LGT Bank Cayman to the Cayman Islands Seller, prior to the sale and transfer
of the shares of LGT Bank Cayman to the Buyer Parent (the "Cayman Islands
Reorganization"), and the Buyer Parent desires to allow the Cayman Islands
Reorganization.
C. The parties desire to provide for the purchase by the Buyer Parent
and/or Buyer Affiliates of the Transferred Companies that are the direct
Subsidiaries of LGT Luxembourg in lieu of the purchase of all of the issued and
outstanding shares of LGT Luxembourg by the Buyer and/or Buyer affiliates.
D. The parties desire to amend the Purchase Agreement in certain other
respects, all as set forth in this Amendment.
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NOW, THEREFORE, the parties hereto hereby agree to amend and modify the
Purchase Agreement as follows:
1. Definitions. (a) The definitions of the following terms in the
Purchase Agreement are modified as set forth below:
The term "Agreement" shall mean the Purchase Agreement, as amended by
this Amendment, and as may be further amended, modified, supplemented or
restated from time to time. Each reference in the Purchase Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring
to the Purchase Agreement shall mean and be a reference to the Purchase
Agreement, as amended by this Amendment and as may be further amended,
modified, supplemented or restated from time to time.
The term "AVZ" shall mean AVZ, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Buyer Parent.
The definition of the term "Buyer Affiliates" shall include AVZ and
Buyer Parent. All references to Buyer Affiliates shall include AVZ in all
respects as if it was an original party to the Agreement.
The definition of the term "Companies" is hereby modified to exclude
LGT Luxembourg and to include the following Persons: (i) LGT Asset
Management (Pacific) Limited, a company limited by shares incorporated in
Hong Kong ("LGT Hong Kong"), (ii) LGT Asia Xxxx Japan Management SA., a
Luxembourg Societe Anonyme ("Asia Xxxx"), (iii) GT Europe Management SA.,
a Luxembourg Societe Anonyme ("GT Europe"), (iv) LGT Asset Management
Ltd., a limited company incorporated in Guernsey ("LGT Guernsey"), (v) GT
US Small Companies Management SA., a Luxembourg Societe Anonyme ("GT SC"),
(vi) GT Investment Management SA., a Luxembourg Societe Anonyme ("GT IM"),
(vii) LGT Asset Management Inc., a corporation incorporated in the State
of California ("LGT California"), (viii) LGT Bank in Liechtenstein
(Osterreich) AG, a stock company incorporated in Austria ("LGT Austria"),
and (ix) LGT Asset Management Holdings Ltd., a limited company
incorporated in Ireland ("LGT Ireland").
The definition of the term "Company Subsidiary" is hereby amended and
restated in its entirety to mean the direct or indirect Subsidiaries of
any and each Company,
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The definition of the term "Seller" is hereby modified to include LGT
Luxembourg and the Cayman Islands Seller.
The definition of the term "Shares" is hereby modified and restated in
its entirety to mean the UK Shares, the Cayman Shares, the LGT Verwaltungs
Interest, the LGT Hong Kong Shares, the Asia Xxxx Shares, the GT Europe
Shares, the LGT Guernsey Shares, the GT SC Shares, the GT IM Shares, the
LGT California Shares, the LGT Austria Shares and LGT Ireland Shares.
(b) The following terms, in lieu of the meanings given thereto in
Section 2.1 of the Purchase Agreement, shall have the meanings given thereto in
Section 2 of this Amendment: UK Shares; Cayman Shares; and LGT Verwaltungs
Shares.
2. Purchase and Sale of the Shares. Section 2.1 of the Purchase
Agreement is hereby modified so that in lieu of the sale by the Sellers and the
purchase by the Buyer or Buyer Affiliates of the interests in the Transferred
Companies therein, the Sellers shall sell and the Buyer Parent and the Buyer
Affiliates shall purchase the following, all upon the term and condition
otherwise contemplated in Section 2.1: (i) all of the issued and outstanding
ordinary shares, par value L1 per share, of LGT UK (the "UK Shares"), (ii) all
of the issued and outstanding shares, par value DM1 per share, of LGT Bank
Cayman (the "Cayman Shares"), (iii) all of the issued and outstanding ordinary
shares of LGT Hong Kong (the "LGT Hong Kong Shares"), (iv) all of the issued and
outstanding ordinary shares of Asia Xxxx (the "Asia Xxxx Shares"), (v) all of
the issued and outstanding ordinary shares of GT Europe (the "GT Europe
Shares"), (vi) all of the issued and outstanding ordinary shares of LGT Guernsey
(the "LGT Guernsey Shares"), (vii) all of the issued and outstanding ordinary
shares of GT SC (the "GT SC Shares"), (viii) all of the issued and outstanding
ordinary shares of GT IM (the "GT IM Shares"), (ix) all of the issued and
outstanding ordinary shares of LGT California (the "LGT California Shares"), (x)
all of the issued and outstanding ordinary shares of LGT Austria (the "LGT
Austria Shares"), (xi) 25% of the issued and outstanding shares of LGT Ireland
(the "LGT Ireland Shares"), and (xii) all of the equity interests in LGT
Verwaltungs (the "LGT Verwaltungs Interest").
3. Amendment to Section 2.3 Sections 2.3(a) and (b) of the Purchase
Agreement are amended and restated in their entirety as follows:
(a) (i) LGT AG shall deliver or shall cause the Cayman Islands Seller
to deliver to the Buyer Parent, free and clear of all Liens, all of the
Cayman Shares (accompanied by stock power duly executed in blank); (ii)
LGT AG shall deliver
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to the Buyer Parent, free and clear of all Liens, all of the UK Shares
(accompanied by stock power duly executed in blank); (iii) LGT AG shall
deliver or cause LGT Luxembourg to deliver to the Buyer Parent, free and
clear of all Liens, all of the UK Shares, Asia Xxxx Shares, GT Europe
Shares, GT IM Shares, GT SC Shares, LGT Austria Shares, LGT Guernsey
Shares, LGT Hong Kong Shares and LGT Ireland Shares, in each case
accompanies by duly executed stock power, stock transfer form or such
other instrument as may be appropriate to transfer ownership of such
Shares to the Buyer Parent; (iv) LGT AG shall deliver or shall cause LGT
ZH to deliver to the Buyer Parent such documents and instruments and to
take such other steps as may be necessary to effect the legal transfer of
all of the LGT Verwaltungs Interest, free and clear of all Liens; and (v)
LGT AG shall deliver or shall cause LGT Luxembourg to deliver to AVZ, free
and clear of all Liens, all of the LGT California Shares, accompanied by
stock powers duly executed in blank;
(b) The Sellers shall deliver or cause to be delivered to the Buyer
Parent (i) instruments evidencing the resignation of each director of
each Transferred Company and each officer of each Transferred Company
that is also an officer of LGT AG, (ii) an instrument evidencing the
resignation of Prince Philipp von und zu Liechtenstein as a partner of
LGT Bank in Liechtenstein & Co., Privatbankiers, Frankfurt ("LGT
Frankfurt"), and (iii) all certificates and other instruments and
documents which are expressly required pursuant to this Agreement to be
delivered by the Sellers to the Buyer at the Closing; and
4. Representations and Warranties. LGT AG represents and warrants to
the Buyer as follows, which representations and warranties shall be included in,
and be part of, Article III of the Agreement:
(a) Each Company is duly organized and validly existing under the laws
of its jurisdiction of organization and has the corporate or partnership power,
as the case may be, to carry on its business as now being conducted.
(b) LGT AG shall cause LGT California to deliver to Buyer and Buyer
Parent (i) a certification from LGT California, dated no more than 30 days prior
to the Closing Date and signed by a responsible corporate officer of LGT
California, that LGT California is not, and has not been at any time during the
five years preceding the date of such certification, a United States real
property holding company, as defined in section 897(c)(2) of the Code, and (ii)
proof reasonably satisfactory to the Buyer and Buyer Parent that LGT California
has provided notice of such certification to the Internal Revenue Service in
accordance with section 1.897-2(h)(2) of the Treasury Regulations prescribed
under the Code.
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(c) LGT Luxembourg is and, at all times since December 31, 1996 has
been, a pure holding company and has not engaged in any business or activity,
other than its ownership of the LGT Hong Kong Shares, Asia Xxxx Shares, GT
Europe Shares, LGT Guernsey Shares, GT SC Shares, GT IM Shares, LGT California
Shares, LGT Austria Shares and LGT Ireland Shares, and its investment in
Long-Term Capital Management, and activities related solely to such ownership
and investment. LGT Luxembourg does not own, hold or have any assets (whether
tangible or intangible, real or personal), other than its ownership of the LGT
Hong Kong Shares, Asia Xxxx Shares, GT Europe Shares, LGT Guernsey Shares, GT SC
Shares, GT IM Shares, LGT California Shares, LGT Austria Shares and LGT Ireland
Shares, and its investment in Long-Term Capital Management. The exclusion of LGT
Luxembourg as a Transferred Company will have no adverse impact on the continued
ability of the Transferred Companies to conduct operations as historically
conducted, whether from a regulatory, operating or other perspective.
5. Amendment and Restatement of Section 3.4. Section 3.4 of the
Purchase Agreement is hereby amended and restated in its entirety as follows:
3.4 Ownership of Shares and Equity Interest; Title. (a) As of the date
of this Agreement, LGT AG is the sole record and beneficial owner of the
UK Shares and the Cayman Shares and, as of the Closing Date, LGT AG will
be the sole record and beneficial owner of the UK Shares and the Cayman
Islands Seller will be the sole record and beneficial owner of the Cayman
Shares. As of the date of this Agreement, LGT AG has, and as of the
Closing Date, the Cayman Islands Seller will have and shall transfer to
Buyer Parent or Buyer Affiliates at the Closing, good title to the Cayman
Shares, except as (i) created by this Agreement and (ii) for restrictions
imposed by U.S. federal and state or non-U.S. securities laws. As of the
date of this Agreement, LGT AG has, and as of the Closing Date, will have
and shall transfer to the Buyer Parent or Buyer Affiliate at the Closing,
good titles to the UK Shares, and in the case of the UK Shares, with full
title guarantee for the purposes of the Law of Property (Miscellaneous
Provisions) Act of 1994, free and clear of any and all Liens, except (i)
as created by this Agreement and (ii) for restrictions imposed by U.S.
federal and state or non-U.S. securities laws.
(b) LGT Luxembourg is the sole record and beneficial owner of the LGT
Hong Kong Shares, the Asia Xxxx Shares, the GT Europe Shares, the LGT
Guernsey Shares, the GT SC Shares, the GT IM Shares, the LGT California
Shares, the LGT Austria Shares and the LGT Ireland Shares. LGT Luxembourg
has, and shall transfer to Buyer or Buyer Affiliates at the Closing, good
title to the
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LGT Hong Kong Shares, the Asia Xxxx Shares, the GT Europe Shares, the LGT
California Shares, the LGT Guernsey Shares, the GT SC Shares, the GT IM
Shares, the LGT Austria Shares and the LGT Ireland Shares, in each case
free and clear of any Liens, except (i) as created by this Agreement and
(ii) for restrictions imposed by U.S. federal and state or non-U.S.
securities laws.
(c) LGT ZH is the sole record and beneficial owner of the LGT
Verwaltungs Interest and shall transfer good title to the Verwaltungs
Interest to the Buyer Parent at the Closing, free and clear of any and all
Liens except (i) as created by this Agreement and (ii) for restrictions
imposed by U.S. federal and state or non-U.S. securities laws.
6. Cayman Islands Reorganization. Notwithstanding anything in Section
5.6 of the Purchase Agreement to the contrary, the Sellers may effect the Cayman
Islands Reorganization.
7. Schedules to Agreement. The parties agree and acknowledge that the
schedules attached hereto as Schedule I are the Schedules to the Purchase
Agreement.
8. Counterparts. Except as set forth expressly in this Amendment, all
of the terms of the Purchase Agreement shall be and remain in full force and
effect. 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.
9. Effectiveness. This Amendment will come into force and become
effective immediately prior to the Closing.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
AMVESCAP PLC
By: /s/ Xxxxxx X. XxXxxxxxxx
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Name: Xxxxxx X. XxXxxxxxxx
Title: Chief Financial Officer
By: /a/ A.D. Xxxxxxx
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Name: A.D. Xxxxxxx
Title: Director
AMD Acquisition Corp.
By: /s/ Xxxxxx X. XxXxxxxxxx
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Name: Xxxxxx X. XxXxxxxxxx
Title: Chief Financial Officer
Liechtenstein Global Trust, AG
By: /s/ Xxxxx Xxxxxxx von und zu Liechtenstein
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Name: Xxxxx Xxxxxxx von und zu
Liechtenstein
Title: Chairman
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Company Secretary
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LGT Holding Luxembourg S.A.
By: /s/ Xxxxxx Xxxxxxx /s/ Xxxxxx Xxxxxxxxx
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Name: Prince Philipp Xxxxxx Xxxxxxxxx
Title: Director
LGT Holding (International) AG, Zurich
By: /s/ Prince Philipp /s/ Xxxxxx Xxxxxxxxx
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Name: Prince Philipp Xxxxxx Xxxxxxxxx
Title: Director
LGT Bank in Liechtenstein (Cayman) Limited
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Director
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