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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/ XXXXXX X. XXXXXX
_________________________________
Name: Xxxxxx X. Xxxxxx
Title: President
INVESCO PLC
By: /s/ XXXXXXX X. XXXXX
_________________________________
Name: Xxxxxxx X. Xxxxx
Title: Chairman
INVESCO GROUP SERVICES INC.
By: /s/ XXXXXX X. XXXXXX, XX.
_________________________________
Name: Xxxxxx X. Xxxxxx, XX.
Title: President
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Amendment No. 1 to the Merger Agreement
