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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/ XXXXXX X. XXXXXX
______________________________________
Name: Xxxxxx X. Xxxxxx
Title: President
INVESCO PLC
By: /s/ XXXXXX X. XXXXXXXXXX
______________________________________
Name:
Title: CFO
INVESCO GROUP SERVICES INC.
By: /s/ XXXXXX X. XXXXXX
______________________________________
Name:
Title:
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Amendment No. 2 to the Merger Agreement