F-4/A 1 df4a.txt FORM F-4/A As filed with the Securities and Exchange Commission on April 9, 2002 Registration No. 333- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ AMENDMENT NO. 1 TO FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ AMVESCAP PLC (Exact name of registrant as specified in its charter) England Not Applicable Not Applicable (State or other jurisdiction of incorporation or (Primary Standard Industrial (I.R.S. Employer organization) Classification Code Number) Identification Number)
11 Devonshire Square London EC2M 4YR England Telephone: 011-44-207-626-3434 Facsimile: 011-44-207-929-5888 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Neil Williams General Counsel AMVESCAP PLC 1315 Peachtree Street NE Suite 550 Atlanta, Georgia 30309 Telephone: (404) 479-2889 Facsimile: (404) 724-4280 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: M. Hill Jeffries Alston & Bird LLP Mark F. McElreath One Atlantic Center Alston & Bird LLP 1201 W. Peachtree Street, N.E. 90 Park Avenue Atlanta, Georgia 30309 New York, New York 10016 Telephone: (404) 881-7823 Telephone: (212) 210-9595 Facsimile: (404) 881-4777 Facsimile: (212) 210-9444
------------ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
Proposed Amount Maximum Proposed Maximum Title of Each Class of to be Offering Price Aggregate Amount of Securities to be Registered Registered per Note(1) Offering Price(1) Registration Fee(2) ---------------------------------------------------------------------------------------------- 5.90% Senior Notes Due 2007................... $300,000,000 100% $300,000,000 $27,600 Guarantees of Notes (3).................... $300,000,000 (4) (4) (5)
-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (1) Estimated pursuant to Rule 457(f) under the Securities Act of 1933, as amended, solely for purposes of calculating the registration fee. (2) Calculated by multiplying the aggregate offering amount by .000092. This fee was previously paid. (3) See Table of Guarantors / Additional Registrants below. (4) No separate consideration will be received for the guarantees. (5) Pursuant to Rule 457(n), no registration fee is required for the guarantees. ------------ The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF GUARANTORS / ADDITIONAL REGISTRANTS The following subsidiaries of AMVESCAP PLC are guarantors of the registered notes and are co-registrants:
State or other Primary Standard I.R.S. jurisdiction of Industrial Employer Exact name of registrant as incorporation or Classification Identification specified in its charter organization Code Number Number --------------------------- ---------------- ---------------- -------------- A I M Management Group, Inc. * Delaware 551112 76-0528004 A I M Advisors, Inc. * Delaware 523900 74-1881364 INVESCO Institutional (N.A.), Inc. ** Delaware 523900 58-1707262 INVESCO North American Holdings, Inc. *** Delaware 523900 51-0264787
-------- * The address, including zip code, and telephone number, including area code, of the guarantor co-registrant is 11 Greenway Plaza, Suite 100, Houston, Texas 77046; Telephone: (800) 347-1919; Facsimile: (713) 214-7596. ** The address, including zip code, and telephone number, including area code, of the guarantor co-registrant is One Midtown Plaza, 1360 Peachtree Street N.E., Atlanta, Georgia 30309; Telephone: (404) 892-0896; Facsimile: (404) 439-4911. *** The address, including zip code, and telephone number, including area code, of the guarantor co-registrant is 1315 Peachtree Street N.E., Suite 500, Atlanta, Georgia 30309; Telephone: (404) 479-2888; Facsimile: (404) 724- 4248. PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 21. Exhibits and Financial Statement Schedules (a) The following exhibits are filed as part of this registration statement:
Exhibit No. Description of Exhibit ----------- ---------------------- 1.1 Memorandum of Association of AMVESCAP, incorporating amendments up to and including July 20, 2000, incorporated by reference to exhibit 1.1 to AMVESCAP's annual report on Form 20-F (file no. 001-13908) filed with the SEC on April 4, 2002. 1.2 Articles of Association of AMVESCAP, adopted on August 1, 2000, incorporated by reference to exhibit 1.3 to AMVESCAP's annual report on Form 20-F (file no. 001-13908) filed with the SEC on May 17, 2001. 4.1 Indenture, dated as of December 17, 2001, for AMVESCAP's 5.90% Senior Notes Due 2007 among AMVESCAP PLC, A I M Advisors, Inc., A I M Management Group, Inc., INVESCO Institutional (N.A.) Inc., INVESCO North American Holdings, Inc. and SunTrust Bank, incorporated by reference to exhibit 2.12 to AMVESCAP's annual report on Form 20-F (file no. 001-13908) filed with the SEC on April 4, 2002. 4.2 Registration Rights Agreement, dated as of December 12, 2001, by and between AMVESCAP PLC, A I M Management Group, Inc., A I M Advisors, Inc., INVESCO Institutional (N.A.), Inc., INVESCO North American Holdings, Inc. and Salomon Smith Barney, Inc., for themselves and as representatives for the Initial Purchasers, incorporated by reference to exhibit 4.16 to AMVESCAP's annual report on Form 20-F (file no. 001-13908) filed with the SEC on April 4, 2002. 4.3 Form of 5.90% Senior Note Due 2007 (included in Exhibit 4.1). 4.4 Guarantee made by A I M Management Group, Inc., A I M Advisors, Inc., INVESCO Institutional (N.A.), Inc. and INVESCO North American Holdings, Inc., incorporated by reference to exhibit 4.17 to AMVESCAP's annual report on Form 20-F (file no. 001-13908) filed with the SEC on April 4, 2002. 5.1 Opinion of Alston & Bird LLP. 5.2 Opinion of Ashurst Morris Crisp, U.K. 5.3 Opinion of Neil Williams, Esq. 23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1). 23.2 Consent of Ashurst Morris Crisp, U.K. (included in Exhibit 5.2). 23.3 Consent of Neil Williams, Esq. (included in Exhibit 5.3). 23.4* Consent of Arthur Andersen. 24.1* Power of Attorney for the directors and officers of AMVESCAP (included on page II-4 hereof). 24.2* Powers of Attorney for the directors and officers of the Subsidiary Guarantors (included on pages II-6 through II-9 hereof). 25.1 Statement of Eligibility of Trustee on Form T-1. 99* Form of Letter of Transmittal and related documents to be used in conjunction with the exchange offer.
-------- * Previously filed. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on April 9, 2002. AMVESCAP PLC * By: _________________________________ Name: Charles W. Brady Title: Executive Chairman, Board of Directors; Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 9, 2002: Name Title Executive Chairman, Board of Directors; * Chief Executive Officer (principal ------------------------------- executive officer) Charles W. Brady Non-Executive Director * ------------------------------- Rex D. Adams Non-Executive Director * ------------------------------- Sir John Banham Vice Chairman, Board of Directors * ------------------------------- The Hon. Michael D. Benson Non-Executive Director * ------------------------------- Joseph R. Canion Director * ------------------------------- Michael J. Cemo Director * ------------------------------- Gary T. Crum Vice Chairman, Board of Directors * ------------------------------- Robert H. Graham II-2 Name Title Director * ------------------------------- Hubert L. Harris, Jr. Non-Executive Director * ------------------------------- Denis Kessler Non-Executive Director * ------------------------------- Bevis Longstreth Director; Chief Financial Officer * (principal financial and accounting ------------------------------- officer) Robert F. McCullough Non-Executive Director * ------------------------------- Stephen K. West Non-Executive Director * ------------------------------- Alexander M. White Authorized Representative in the United States: * ------------------------------- Name: Robert F. McCullough Title: Director; Chief Financial Officer *By: /s/ Jeffrey Kupor ------------------------------- Jeffrey Kupor Attorney-in-fact II-3 Pursuant to the requirements of the Securities Act of 1933, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on April 9, 2002. A I M MANAGEMENT GROUP, INC. * By: _________________________________ Name: Robert H. Graham Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 9, 2002: Name Title Director * ------------------------------- Michael J. Cemo Director * ------------------------------- Gary T. Crum Director; President (principal executive * officer) ------------------------------- Robert H. Graham Director; Senior Vice President and Chief * Financial Officer (principal financial and ------------------------------- accounting officer) Dawn M. Hawley Director * ------------------------------- Carol F. Relihan *By: /s/ Jeffrey Kupor ------------------------------- Jeffrey Kupor Attorney-in-fact II-4 Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on April 9, 2002. A I M ADVISORS, INC. * By: _________________________________ Name: Robert H. Graham Title: President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 9, 2002: Name Title Director * ------------------------------- Gary T. Crum Director; President (principal executive * officer) ------------------------------- Robert H. Graham Director; Senior Vice President and Chief * Financial Officer (principal financial and ------------------------------- accounting officer) Dawn M. Hawley Director * ------------------------------- Carol F. Relihan *By: /s/ Jeffrey Kupor ------------------------------- Jeffrey Kupor Attorney-in-fact II-5 Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on April 9, 2002. INVESCO INSTITUTIONAL (N.A.), INC. * By: _________________________________ Name: John D. Rogers Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 9, 2002: Name Title Director * ------------------------------- Luis A. Aguilar Director; President and Chief Executive * Officer (principal executive officer) ------------------------------- John D. Rogers Director; Chief Financial Officer * (principal financial and accounting ------------------------------- officer) David A. Hartley *By: /s/ Jeffrey Kupor ------------------------------- Jeffrey Kupor Attorney-in-fact II-6 Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on April 9, 2002. INVESCO NORTH AMERICAN HOLDINGS, INC. * By: _________________________________ Name: Mark H. Williamson Title: Chairman, Board of Directors; President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on April 9, 2002: Name Title Director * ------------------------------- Charles W. Brady Director; Chief Financial Officer and * Treasurer (principal financial and ------------------------------- accounting officer) Robert F. McCullough Chairman, Board of Directors; President * (principal executive officer) ------------------------------- Mark H. Williamson *By: /s/ Jeffrey Kupor ------------------------------- Jeffrey Kupor Attorney-in-fact II-7