Exhibit 4.12
AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT
AMENDMENT NO. 1 made this 2d day of August, 2001 to the certain STOCK
PURCHASE AGREEMENT dated April 26, 2001 (the "Agreement") by and between, on the
one hand, AMVESCAP PLC and INVESCO NORTH AMERICAN HOLDINGS, INC. and, on the
other hand, OLD MUTUAL PLC, OLD MUTUAL (US) HOLDINGS INC., AND UNITED ASSET
MANAGEMENT HOLDINGS, INC.
WHEREAS the parties to the Agreement wish to amend such Agreement as set
forth herein;
WHEREAS, United Asset Management Holdings, Inc. has been merged with and
into Old Mutual (US) Holdings Inc;
NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:
1. The definition of "Net Tangible Assets" is hereby amended by deleting
the words that appear in clause (ii)(d) thereof and substituting the following
for such deleted words: "(d) an accrual of $600,000 for the G Family Trust
matter disclosed on revised Schedule 5.11, #54 and an accrual of $62,500 for the
Pelgrin matter disclosed on revised Schedule 5.11, #53, "and a corresponding
reduction in the accrual for incentive compensation under clause (b) above
pursuant to the Revenue Sharing Agreement for the G Family Trust matter."
2. The following is hereby added to the definition of "Anniversary Date
Revenue":
Anniversary Date Revenues for any twelve month period for which such
revenues are computed shall include revenues received by any Affiliate of
Purchaser in such period pursuant to any advisory agreement, whether or not
interim, between such Affiliate of Purchaser and the Mid-Cap Portfolio
(including any successor thereto).
3. The second sentence in Section 2.3(b)(i) of the Agreement is amended to
read as follows:
With respect to the Mid-Cap Portfolio, the approval by the board of
directors of UAM Funds, Inc. prior to Closing of an interim advisory
contract pursuant to Rule 15a-4 of the 1940 Act with an Affiliate of
Purchaser shall not be
deemed to be a termination of the advisory relationship of the Companies
with the Mid-Cap Portfolio.8
4. The Agreement is hereby amended by replacing Section 2.4(b) to read in
its entirety as follows:
(b) Payment of any amounts payable under this Section 2.4 shall be
made by wire transfer of immediately available funds either to (i) an
account of Old Mutual designated in writing delivered to the Buyer or
(ii) directly to PRCI, on the Sellers' behalf, in accordance with the
Signing Bonus Plan.
5. The Agreement is hereby further amended by replacing the first sentence
of Section 2.7(a) with the following sentence: "The closing of the transaction
contemplated by this Agreement (the "Closing") shall take place at the offices
-------
of Hill & Xxxxxx, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
commencing at 10:00 a.m. on August 2, 2001."
6. Section 3.1(g) of the Agreement is amended to read as follows:
(g) Old Mutual shall have obtained from each holder of a Unit Award
the executed written agreement of such holder to surrender all Unit Awards
held by such holder for redemption upon payment to such holder of the
redemption price therefor (each a "Redemption Agreement" and collectively,
the "Redemption Agreements"), the originals of all such Redemption
Agreements shall have been delivered by Old Mutual to Xxxxxxxxxxx Xxxxx at
Xxxxxxxx & Worcester ("S&W") to be delivered to Purchaser as provided in
Section 4.15 below, and Old Mutual shall have delivered to Purchaser copies
of each such Redemption Agreement or other evidence reasonably satisfactory
to Purchaser that all holders of outstanding Unit Awards have agreed to
surrender the Unit Awards respectively held by such holders for redemption.
7. Section 4.12(b) of the Agreement is amended to read in its entirety as
follows:
(b) Purchaser agrees that it will, effective from and after the
Closing, cause Pell Xxxxxx to implement the Restated Pell Xxxxxx Signing
Bonus Plan (the "Signing Bonus Plan") in the form of Exhibit A to this
---------
Amendment No. 1. Parent and Old Mutual shall be solely responsible for
paying, and shall pay in accordance with Pell Xxxxxx'x
- 2 -
direction, as and when due in accordance with and subject to the terms of
the Signing Bonus Plan, to Pell Xxxxxx (or at Pell Xxxxxx'x further
direction, to Purchaser or an Affiliate of Purchaser that will make payment
of the bonus amounts payable under the Signing Bonus Plan) all amounts that
are or become payable by Parent and Old Mutual under the Signing Bonus Plan
(including, without limitation, the Aggregate Closing Date Bonus Pool, as
such term is defined in the Signing Bonus Plan), it being understood that
any payments so made by Parent and Old Mutual shall not be deemed a
reduction in or return of the Purchase Price payable hereunder for
financial accounting purposes and that all such payments shall be deemed
made to and for the benefit of Pell Xxxxxx under the terms of and in
accordance with the Signing Bonus Plan. Purchaser (or its Affiliate) will,
as soon as practical following its receipt of such payments, and acting
solely in the capacity of a payroll paying agent for Pell Xxxxxx and as an
accommodation to Parent, Old Mutual and Pell Xxxxxx, make payment to the
participants in the Signing Bonus Plan of the Closing Date Bonuses;
provided, however, that subject to receipt by Purchaser on or before August
7, 2001 of the Aggregate Closing Date Bonus Pool in immediately available
funds and the receipt by Purchaser prior to August 2, 2001 of satisfactory
payroll payment information in electronic form compatible with Purchaser's
payroll payment systems with respect to all participants who are to receive
Closing Date Bonus payments, Purchaser shall cause the Closing Date Bonuses
to be paid on August 8, 2001.
8. Section 4.15 of the Agreement is amended to read as follows:
4.15 Redemption of Unit Awards. On the Closing Date, Old Mutual will
-------------------------
cause its counsel to deliver to Xxxxxxxxxxx Xxxxx at S&W, the original of
each executed Redemption Agreement and shall pay to Pell Xxxxxx, by wire
transfer to an account designated by Pell Xxxxxx, an amount equal to the
aggregate amount payable, plus the aggregate amount of the employers'
portion of any FICA, Medicare, Social Security or other like taxes with
respect to such payments, under all such Redemption Agreements in
redemption of all Unit Awards. Pursuant to a separate Letter Agreement,
S&W has agreed to deliver all such Redemption Agreements to Pell Xxxxxx
promptly upon receipt of notice of payment by Pell Xxxxxx of the amounts
payable thereunder. Not later than August 5, 2001, Old Mutual will deliver
to Purchaser such information as Purchaser shall reasonably require in
- 3 -
order to pay the amounts payable under the Redemption Agreements. On
August 15, 2001, and subject to the contemporaneous delivery of all such
Redemption Agreements and the timely receipt of the payment information
described in the foregoing sentence, Purchaser, as agent for Pell Xxxxxx,
shall pay to each holder of a Unit Award or Unit Awards the amount payable
to such holder under and in respect of the Redemption Agreement
respectively executed by such holder, all such Redemption Agreements shall
be deemed delivered and effective, and all such Unit Awards shall thereupon
be deemed redeemed and no longer issued or outstanding.
9. Article IV of the Agreement is amended by adding thereto Section 4.18,
which shall read in its entirety as follows:
4.18 Mid-Cap Portfolio. Purchaser and Parent covenant that they will use
-----------------
all commercially reasonable efforts to assure that an affiliate of
Purchaser maintains a fee-generating advisory relationship with the
Mid-Cap Portfolio through the Second Anniversary Date.
10. Section 9.2 (a)(i) of the Agreement is amended by inserting
immediately following the words "Section 5.19" the following language: "or Item
------------
7 of Schedule 5.7."
------------
11. Section 9.2(a) of the Agreement is amended further by deleting the
word "or" at the end of clause (iii) thereof, replacing the "." at the end of
clause (iv) thereof with ";" and adding the following:
"(v) the Pelgrin matter referred to in revised Schedule 5.11, #53 and the G
Family Trust matter referred to in revised Schedule 5.11, #54 (but in each
case only to the extent the aggregate Loss with respect to such matters
exceed any amount paid or accrued and reflected in the computation of
Actual Net Tangible Assets).
12. All other provisions of the Agreement are unchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed as of the date first written above.
[SIGNATURES CONTINUE ON NEXT PAGE]
- 4 -
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT]
AMVESCAP PLC
By: /s/ Xxxxxx X. XxXxxxxxxx
---------------------------------
Title: CFO
INVESCO NORTH AMERICAN HOLDINGS, INC.
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Title: General Counsel & Secretary
OLD MUTUAL (US) HOLDINGS INC.
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------------------
Title:
- 5 -
