<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM 10-Q


            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended March 31, 1997


                        Commission file number: 33-67866



                          A I M  MANAGEMENT GROUP INC.
             (Exact name of registrant as specified in its charter)



<TABLE>                                                      
<S>                                                                             <C>                                     
                  Delaware                                                        76-0528004                            
(State or other jurisdiction of incorporation                                   (I.R.S. Employer                        
                or organization)                                                Identification  No.)                        
</TABLE>


              11 Greenway Plaza, Suite 100, Houston, Texas  77046
          (Address of principal executive offices, including zip code)



                                 (713) 626-1919
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.


Yes     X        No 
    ----------      ----------
<TABLE>
<CAPTION>
                                                                                                        
                                                                                 Outstanding at              
              Class                                                              March 31, 1997              
         ---------------                                                         --------------              
<S>          <C>                                                                 <C>
Common Stock, $0.01 par value                                                        1,000                        
</TABLE>
<PAGE>   2

                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                                            March 31,  December 31,
                                                                                               1997       1996
                                                                                             --------   --------
                                                                                                 (unaudited)
                                         ASSETS
<S>                                                                                          <C>        <C>     
Cash and cash equivalents (primarily affiliated registered investment
    companies) ...........................................................................   $ 50,535   $ 97,452
Accounts receivable:
    Due from dealers for sales of capital stock of affiliated
          registered investment companies ................................................      1,014      1,723
    Management fees due from affiliated registered investment companies ..................     26,541     25,071
    Management fees due from managed accounts ............................................        342        428
    Due from parent company ..............................................................     36,566         --
    Other, primarily due from affiliated registered investment companies .................     21,149     31,916
                                                                                             --------   --------

          Total accounts receivable ......................................................     85,612     59,138
                                                                                             --------   --------

Prepaid expenses .........................................................................      1,599      1,329

Deferred income tax ......................................................................        771      5,115

Investments in affiliated registered investment companies ................................     28,957      5,514
Furniture, equipment and leasehold improvements, at cost, less
    accumulated depreciation and amortization of $23,061 in 1997
    and $20,673 in 1996 ..................................................................     31,485     29,336
Acquisition and organization costs, net of accumulated amortization of
     $16,219 in 1997 and $15,383 in 1996 .................................................     38,562     39,299
Financing costs, net of accumulated amortization of $7,021 in 1997
    and $ 6,736 in  1996 .................................................................      5,465      5,733
Deferred sales commissions, net of accumulated amortization of
    $25,732 in 1997 and $23,908 in 1996 ..................................................     24,814     27,487
Deferred charges and other assets ........................................................     11,429     10,255
                                                                                             --------   --------

          Total assets ...................................................................   $279,229   $280,658
                                                                                             ========   ========
</TABLE>


                                       2
<PAGE>   3


                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS - CONTINUED
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                                                               March 31, December 31,
                                                                                                  1997       1996
                                                                                                --------   --------
                                                                                                  (unaudited)
                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                                          <C>          <C>     
Liabilities:
    Payables to affiliated registered investment companies for sales of
       capital stock .....................................................................   $   1,012    $   1,715
    Accounts payable and accrued expenses ................................................      33,512       41,115
    Dividends payable ....................................................................          --       13,737
    Interest payable .....................................................................       3,444        1,208
    Taxes payable ........................................................................       2,099        4,466
    Compensation payable .................................................................      25,780       40,142
    Credit facility to finance deferred sales commissions ................................      26,467       30,130
    Notes payable ........................................................................      97,250       97,250
                                                                                             ---------    ---------

                Total liabilities ........................................................     189,564      229,763
                                                                                             ---------    ---------

    Stockholders' equity:
         Common stock of $.01 par value per share in 1997 and $.0025 par value
                per share in 1996:
                authorized 1,000 in 1997 and 4,240,000 shares in 1996, issued and
                outstanding 1,000 in 1997 and 2,400,323 shares in 1996 ...................          --            6
         Class B common stock of $.0025 par value per share:
                authorized, issued and outstanding 1,037,100 shares in 1996 ..............          --       35,000
         Additional paid-in capital ......................................................      56,436       10,330
         Retained earnings ...............................................................      33,291        5,447
         Net unrealized appreciation (depreciation) of marketable equity
                 securities, net of applicable taxes .....................................          (8)          62
         Translation gain (loss) .........................................................         (54)          50
                                                                                             ---------    ---------

                Total stockholders' equity ...............................................      89,665       50,895
                                                                                             ---------    ---------

                Total liabilities and stockholders' equity ...............................   $ 279,229    $ 280,658
                                                                                             =========    =========
</TABLE>


 See accompanying notes to unaudited interim consolidated financial statements.
                                       3


<PAGE>   4



                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                (IN THOUSANDS))
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                                 March 31,
                                                          --------------------
                                                            1997       1996
                                                          --------   --------
<S>                                                       <C>        <C>     
Management and advisory fees ..........................   $ 77,407   $ 51,403
Commission income .....................................      6,341     11,253
Distribution fee income ...............................      8,669      6,643
Transfer Agent Fees ...................................     10,012      6,981
Other operating revenues ..............................      3,512      2,284
                                                          --------   --------
    Total operating revenues ..........................    105,941     78,564
                                                          --------   --------
Compensation and related expenses .....................     36,018     27,395
Other administrative expenses .........................     18,953     11,936
Interest and amortization of financing costs ..........      3,068      3,669
Depreciation and amortization .........................      3,275      2,131
Other expenses ........................................        762        937
                                                          --------   --------
    Total operating expenses ..........................     62,076     46,068
                                                          --------   --------
Income before tax expense .............................     43,865     32,496
Income tax expense ....................................     16,027     11,944
                                                          --------   --------
Net income ............................................   $ 27,838   $ 20,552
                                                          ========   ========
</TABLE>

 See accompanying notes to unaudited interim consolidated financial statements.


                                       4


<PAGE>   5



                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                               March 31,
                                                                                        --------------------
                                                                                          1997         1996
                                                                                        --------    --------
<S>                                                                                     <C>         <C>     
Cash flows from operating activities:
    Net income ......................................................................   $ 27,838    $ 20,552
    Adjustments to reconcile net income to net cash (used in) provided by
       operating activities:
    Depreciation and amortization ...................................................      5,289       4,739
    Deferred income tax .............................................................      4,365       3,490
    Gain on sales of investments ....................................................        (72)         --
    Changes in assets and liabilities:
       Increase in accounts receivable ..............................................    (25,929)     (5,172)
       Increase in prepaid expenses .................................................       (270)        (32)
       Increase in financing costs ..................................................        (17)         --
       Decrease in deferred sales commissions .......................................        849         857
       (Increase) decrease in other assets ..........................................     (1,162)      4,368
       Decrease in payables to affiliated registered investment companies ...........       (703)        (42)
       Decrease in accounts payable and accrued expenses ............................    (14,603)     (2,781)
       Increase in interest payable .................................................      2,236       2,563
       Increase in taxes payable ....................................................      8,211       3,086
       Decrease in compensation payable .............................................    (14,362)    (20,565)
                                                                                        --------    --------
       Total adjustments ............................................................    (36,168)     (9,489)
                                                                                        --------    --------
         Net cash (used in) provided by operating activities ........................     (8,330)     11,063
                                                                                        --------    --------

Cash flows from investing activities:
     Sales of investments ...........................................................        155          --
     Purchases of investments .......................................................    (17,174)       (579)
     Purchases of furniture, equipment and leasehold improvements ...................     (4,591)     (3,087)
     Acquisition costs paid .........................................................        (99)         --
                                                                                        --------    --------
         Net cash used in investing activities ......................................    (21,709)     (3,666)
                                                                                        --------    --------

Cash flows from financing activities:
     Principal repayments of long-term debt .........................................     (3,663)     (3,979)
     Payment of common stock cash dividends .........................................    (13,737)         --
     Proceeds from exercise of stock options ........................................        522          93
                                                                                        --------    --------
         Net cash used in financing activities ......................................    (16,878)     (3,886)
                                                                                        --------    --------
         Net (decrease) increase in cash and cash equivalents .......................    (46,917)      3,511
Cash and cash equivalents at beginning of year ......................................     97,452      42,148
                                                                                        --------    --------
Cash and cash equivalents at end of period ..........................................   $ 50,535    $ 45,659
                                                                                        ========    ========

Supplemental cash flow disclosure:
     Cash paid for interest .........................................................   $    397    $    578
     Cash paid for taxes ............................................................   $  3,335    $  5,213
</TABLE>




See accompanying notes to unaudited interim consolidated financial statements.

                                       5
<PAGE>   6



                  A I M MANAGEMENT GROUP INC. AND SUBSIDIARIES
          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS



(1)      General

         The consolidated financial statements of A I M Management Group Inc.,
its predecessor and its subsidiaries (collectively, the "Company") have been
prepared without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission and in accordance with generally accepted accounting
principles, and reflect all normal recurring adjustments which, in the opinion
of management, are necessary to present fairly the results of the interim
periods presented. These financial statements do not include all disclosures
associated with annual financial statements and, accordingly, should be read in
conjunction with the financial statements and notes contained in the Form 10-K
of A I M Management Group Inc. for the year ended December 31, 1996 File Number
33-67866. Certain reclassifications have been made to conform prior year
amounts to the 1997 presentation.

(2)      Merger

         On February 28, 1997, the Company's predecessor merged with and into
AVZ Inc., a subsidiary of INVESCO PLC, with AVZ Inc. as the surviving
corporation (the "Merger"). Immediately after the Merger, AVZ Inc. contributed
all of the assets and liabilities received in connection with the Merger to the
Company, a direct wholly-owned subsidiary of AVZ Inc. Effective March 3, 1997,
the name of INVESCO PLC was changed to AMVESCO PLC, and it is expected that the
name will be further changed to AMVESCAP PLC in the first half of 1997.

         In connection with the Merger, the Company assumed the obligations of
its predecessor entity and became the obligor under the Notes. Additionally, in
connection with the Merger and pursuant to the indenture for the Notes, the
Company commenced a tender offer for the purchase of the Notes from the holders
thereof for an amount equal to 101% of the principal amount plus accrued and
unpaid interest to the date the Notes are accepted for purchase by the Company.
As of April 30, 1997, no Notes had been tendered pursuant to the Company's
tender offer. The Company's tender offer expired on May 5, 1997.

         As a result of the Merger, earnings per share as of March 31, 1997 is
not applicable. The earnings per share information for March 31 and December
31, 1996 is not comparable and therefore is not presented.


                                       6

<PAGE>   7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

GENERAL

         A I M Management Group Inc.'s largest sources of revenues are mutual
fund management and advisory fees, distribution fee income, transfer agent
fees, and commission income earned from underwriting and distributing retail
mutual fund shares.  Other sources of operating revenues include accounting
service fees and interest income.  The term "Company," as used herein, unless
the context otherwise requires, refers to A I M Management Group Inc., its
predecessor and its direct and indirect subsidiaries.

         The Company sponsors, markets and provides investment advisory,
distribution and administrative services to the AIM Family of Funds, a family
of retail mutual funds that consists of 23 portfolios reflecting a broad range
of investment objectives and strategies.  In addition, the Company manages and
distributes a retail mutual fund sold exclusively through a contractual plan
arrangement and co-sponsors a variable annuity product which gives investors
the ability to invest in nine separate portfolios.  These specialized retail
fund products and the AIM Family of Funds are together herein referred to as
the "AIM Retail Funds."

         Certain retail classes of shares of the AIM Retail Funds are sold with
a front-end sales charge ("Class A Shares").  Commission income earned by the
Company on sales of Class A Shares is based on the amount of such shares which
are sold, and is paid from the customer-funded sales charge less an applicable
concession to the selling dealer.  The Company also earns a fee from several
insurance companies for services performed in connection with certain sales of
units of the variable annuity product.  Certain AIM Retail Funds also offer
classes of shares which are sold without a front-end sales charge, but which
are generally subject to a contingent deferred sales charge ("CDSC") at the
time of their redemption ("Class B Shares").  The Company pays commissions at
the time of sale to financial intermediaries which sell Class B Shares.

         The Company also sponsors and provides investment advisory and related
administrative services to a number of institutional mutual funds (or classes
of funds) sold primarily to banks and their trust departments and other
financial institutions (collectively, the "AIM Institutional Funds").  Sales of
the AIM Institutional Funds do not generate sales commission revenue to the
Company.  The AIM Retail Funds and the AIM Institutional Funds are collectively
referred to herein as the "AIM Funds."  The Company also provides investment
advisory services to individuals, corporations, pension plans and other private
investment advisory accounts (the "Managed Accounts"), provides investment
sub-advisory services to one portfolio of an open-end registered investment
company that is offered to separate accounts of variable insurance companies
(collectively, the "Sub-Advised Funds") and manages two offshore investment
companies domiciled in Ireland (the "Offshore Funds").  As of March 31, 1997,
total assets under the Company's management were approximately $64.7 billion.

         Mutual fund management and advisory fees are based on the average
daily net assets of the AIM Funds.  Such fees are accrued daily by each AIM
Fund and paid to the Company monthly.  The Company's management and advisory
fees fluctuate due to changes in the total value of the net assets under
management.  Variations in the level of assets under management result from
both sales and redemptions of AIM Fund shares and changes in the market value
of the investments of the AIM Funds.

         From time to time, the Company may waive all or a portion of its
management fees or 12b-1 Plan (as hereinafter defined) service or distribution
fees and/or assume all or a portion of the operating expenses of an AIM Fund
for competitive reasons and in response to commitments made to the directors of
such fund.  In some cases, the Company may waive all or a portion of its
management fees and 12b-1 Plan distribution fees for new funds or to reflect
economies of scale at higher asset levels.  Such waivers and assumptions have
been made for the sole purpose of reducing the operating expenses of such AIM
Funds and have not been made for the purposes of mitigating any losses from
investments in derivative securities or other portfolio securities.  It is
difficult to measure the effect such waivers and assumptions have had and will
have in the future on the Company's results of operations because the Company
believes they enhance its ability to retain the assets under its management and
to attract additional investments in the AIM Funds.





                                       7
<PAGE>   8
         Certain AIM Funds pay service fees and distribution fees pursuant to
distribution plans ("12b-1 Plans") adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended.  These distribution and service
fees are based on the value of the net assets of the applicable funds or
classes and are subject to certain limits imposed under rules of the National
Association of Securities Dealers, Inc.  See "Capital Resources and Liquidity"
for a discussion of the Company's ability to sell the right to receive future
12b-1 Plan distribution fees and CDSCs attributable to certain Class B Shares.
Pursuant to administrative service agreements, the Company is reimbursed for
all or a portion of the expenses, including salary, general and administrative
and office lease expenses, incurred by the Company in providing certain
administrative services (such as fund accounting) to the AIM Funds.  Fund
accounting reimbursements paid to the Company by an AIM Fund are based on the
Company's costs of providing such service.  Transfer agent fees paid to the
Company by the AIM Retail Funds are based on the number of shareholder accounts
outstanding during a calendar month, and transfer agent fees paid by the AIM
Institutional Funds are based on the average daily net assets in the
institutional shareholder accounts.

         The Company's largest expenses are compensation and related expenses
and other administrative expenses, which include expenses related to mutual
fund sales promotion.





                                       8
<PAGE>   9
NET ASSETS UNDER MANAGEMENT

         The following table sets forth the Company's net assets under
management at March 31, 1997 and 1996, and at December 31, 1996, 1995 and 1994.

                          NET ASSETS UNDER MANAGEMENT
                                 (in millions)

<TABLE>
<CAPTION>
                                    March 31,               December 31,       
                                 -------------    --------------------------------


                                 1997      1996       1996     1995       1994 
                                 ----      ----       ----     ----       ----
<S>                              <C>       <C>        <C>      <C>      <C>    
Retail:
    Equity                      $41,624   $31,097   $41,847   $26,461   $13,777
    Money Market                  1,083       682       748       656       605
    Fixed Income                  4,079     3,072     3,893     2,784     1,859
    Closed-End                       --        69        --        68        64
                                -------   -------   -------   -------   -------
              Total Retail       46,786    34,920    46,488    29,969    16,305
                                -------   -------   -------   -------   -------
Institutional:
    Money Market                 15,546    12,395    13,579    10,827    10,664
    Other                           425       421       458       383       221
                                -------   -------   -------   -------   -------
          Total Institutional    15,971    12,816    14,037    11,210    10,885
                                -------   -------   -------   -------   -------
    Managed Accounts              1,301       669     1,272       268       284
                                -------   -------   -------   -------   -------
    Sub-Advised Funds               144        86       133        60        -- 
                                          -------   -------   -------   -------
    Offshore Funds                  449        46       405        39        -- 
                                -------   -------   -------   -------   -------
          Total Net Assets      $64,651   $48,537   $62,335   $41,546   $27,474
                                =======   =======   =======   =======   =======
</TABLE>

         The net assets of the AIM Retail Funds increased to $46.8 billion at
March 31, 1997 from $46.5 billion at December 31, 1996 and $34.9 billion at
March 31, 1996.  The net assets of the AIM Retail Funds increased $0.3 billion,
or 0.7%, from December 31, 1996 to March 31, 1997.  Although the AIM Retail
Funds experienced strong net sales during the first quarter of 1997, the cash
flows resulting from such sales were substantially offset by the depreciation
in the market value of the securities held in such funds' portfolios during the
first quarter of 1997.  The increase in net assets of the AIM Retail Funds of
$11.9 billion, or 34.1%, from March 31, 1996 to March 31, 1997 was attributable
to a number of factors, including increases in the market value of the assets
held in the AIM Retail Funds' portfolios during 1996 resulting from generally
improving equity markets and sales of AIM Retail Fund shares.  The net assets
of the AIM Institutional Funds increased 14.3% from December 31, 1996 to March
31, 1997, and 25.0% from March 31, 1996 to March 31, 1997.  These increases
were primarily due to sales of such funds which were related to (i) performance
of certain of the AIM Institutional Funds and changes in the interest rate
environment which increased cash flows into these funds and (ii) the Company's
focus on new distribution channels for the shares of the AIM Institutional
Funds.  Total net assets under management increased by $2.3 billion, or 3.7%,
from December 31, 1996 to March 31, 1997, and by $16.1 billion, or 33.2%, from
March 31, 1996 to March 31, 1997.





                                       9
<PAGE>   10
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         Total Operating Revenues.  Total operating revenues increased to
$105.9 million for the first quarter of 1997 from $78.6 million for the first
quarter of 1996.  This increase of $27.3 million, or 34.7%, was primarily due
to an increase in the total amount of management and advisory fees received
from the AIM Retail Funds.  Certain reclassifications have been made in the
Company's consolidated financial statements to conform 1996 amounts to the 1997
presentation.

         Management and Advisory Fees.  Revenues from management and advisory
fees increased to $77.4 million for the first quarter of 1997 from $51.4
million for the first quarter of 1996.  This increase of $26.0 million, or
50.6%, was primarily due to growth in net assets under management in the AIM
Retail Funds, as discussed above.

         Commission Income.  Revenues from retained portions of AIM Retail Fund
sales commissions decreased to $6.3 million for the first quarter of 1997 from
$11.3 million for the first quarter of 1996.  This decrease of $5.0 million, or
44.3%, was primarily due to a decrease in commissionable sales of Class A
Shares during the first quarter of 1997.  Sales of Class A Shares decreased
23.0% to $2.3 billion for the first quarter of 1997 from $3.0 billion for the
first quarter of 1996, due primarily to a decrease in sales of the Company's
equity and fixed income mutual funds during the first quarter of 1997 as
compared to the first quarter of 1996.

         Distribution Fee Income.  Distribution fee income increased to $8.7
million for the first quarter of 1997 from $6.6 million for the first quarter
of 1996.  This increase of $2.1 million, or 31.8%, was primarily due to
appreciation of the assets attributable to Class A Shares and an increase in
sales of Class A Shares and Class B Shares during recent periods.  Distribution
fee income includes both service fees and distribution fees received by the
Company.  The Company retains service fees on Class A Shares sold in amounts of
$1.0 million or more and all Class B Shares for 12 months after the sale of
such shares.  Additionally, the Company receives distribution fees from certain
other Class A Shares.  Distribution fees related to sales of Class B Shares on
or after April 1, 1995 are not recognized as income by the Company since the
Company has sold these distribution fees to Citibank, N.A. ("Citibank"), as
discussed below.  See "Capital Resources and Liquidity."  During the first
quarter of 1997, distribution fees in the amount of $15.3 million related to
Class B Shares sold since April 1, 1995 were sold to Citibank and thus were not
recognized as income by the Company.  If the Company had not sold such
distribution fees to Citibank, the related distribution fee income that would
have been recognized by the Company generally would have been offset by the
amortization expense incurred by the Company.  The Company retains distribution
fees related to sales of Class B Shares prior to April 1, 1995.

         Transfer Agent Fees.  Transfer agent fees increased to $10.0 million
for the first quarter of 1997 from $7.0 million for the first quarter of 1996.
This increase of $3.0 million, or 42.9%, was primarily due to an increase in
the number of shareholder accounts in the AIM Retail Funds.

         Other Operating Revenues.  Other operating revenues increased to $3.5
million for the first quarter of 1997 from $2.3 million for the first quarter
of 1996.  This increase of $1.2 million, or 52.2%, was primarily due to an
increase in interest income during the first quarter of 1997.

         Total Operating Expenses.  Total operating expenses increased to $62.1
million for the first quarter of 1997 from $46.1 million for the first quarter
of 1996.  This increase of $16.0 million, or 34.7%, was primarily due to
increases in compensation and related expenses and other administrative
expenses for the first quarter of 1997.

         Compensation and Related Expenses. Compensation and related expenses
increased to $36.0 million for the first quarter of 1997 from $27.4 million for
the first quarter of 1996.  This increase of $8.6 million, or 31.4%, was
primarily due to (i) growth in the size of the Company's operations and the
number of the Company's employees due to the growth in assets under the
Company's management and increases in the





                                       10
<PAGE>   11
number of shareholder accounts in the AIM Funds and (ii) an increase in bonus
expense relating to increases in the Company's income.

         Other Administrative Expenses.  Other administrative expenses
increased to $19.0 million for the first quarter of 1997 from $11.9 million for
the first quarter of 1996.  This increase of $7.1 million, or 59.7%, was
primarily due to an increase in business promotional costs related to the
Company's expansion of its retail distribution system.

         Net Income. Net income increased to $27.8 million for the first
quarter of 1997 from $20.6 million for the first quarter of 1996.  This
increase of $7.2 million, or 35.0%, was due to the changes in the Company's
revenues and expenses discussed above.

CAPITAL RESOURCES AND LIQUIDITY

         The net decrease in cash and cash equivalents was $46.9 million during
the three months ended March 31, 1997.  At March 31, 1997, the Company had
liquid assets of $166.7 million, including $50.5 million in unrestricted cash
and cash equivalents.  Payables and accrued expenses due within 12 months
totaled $60.5 million at March 31, 1997.

         Net cash used in operating activities was $8.3 million during the
three months ended March 31, 1997, which represented a substantial change from
$11.1 million net cash provided by operating activities during the three months
ended March 31, 1996.  This difference was primarily due to the Company's
payment of certain costs related to the Merger (as defined below) during the
three months ended March 31, 1997, which costs are recorded on the Company's
books as a receivable from the Parent Company (as defined below).

         Net cash used in investing activities was $21.7 million during the
three months ended March 31, 1997, which represented a 486.5% increase over the
$3.7 million net cash used in investing activities during the three months
ended March 31, 1996.  This difference was primarily due to the Company's
investment in a new portfolio of one of the Offshore Funds during the three
months ended March 31, 1997.

         Net cash used in financing activities was $16.9 million during the
three months ended March 31, 1997, which represented a 333.3% increase over the
$3.9 million net cash used in financing activities during the three months
ended March 31, 1996.  This difference was primarily due to the payment of
common stock dividends during the three months ended March 31, 1997.

         Outstanding borrowings under the Company's credit facilities and the
9% Senior Notes due 2003 (the "Notes") issued by the Company in 1993 in
connection with the recapitalization totaled $123.7 million at March 31, 1997.
This amount includes approximately $97.2 million of outstanding Notes which
bear interest at a rate of 9% per annum.  Such interest is payable in
semiannual installments of approximately $4.4 million.

         Currently, the Company has two methods available to fund the payment
of sales commissions to financial intermediaries who sell Class B Shares ("B
Share Commissions"): the Program (as defined below) and the B Share Facility
(as defined below).

         Program.  In May 1995, the Company entered into agreements
establishing a program (the "Program") with Citibank to provide additional
funding for payment of B Share Commissions once amounts available to fund such
commissions under the credit facility entered into by the Company in August
1993 (the "Bank Facility") had been substantially utilized.  Pursuant to the
Program, during the second quarter of 1995, the Company began selling to
Citibank the right to receive future distribution fees under the 12b-1 Plans
and CDSCs (the "Fees") attributable to certain Class B Shares sold on or after
April 1, 1995 for a purchase price equal to a percentage of the price at which
each Class B Share is sold.  The Program has been amended several times since
May 1995 to increase the total amount of financing for B Share Commissions
payable by the Company.  The amount of financing under the Program can be
further increased from time to time in connection with securitization
transactions closed by Citibank.  Future increases in the amount of financing





                                       11
<PAGE>   12
under the Program will depend upon the amount of each securitization
transaction closed by Citibank.  As of March 31, 1997, the total amount of the
Program was approximately $373.3 million, of which approximately $52.4 million
remained available to the Company.  The remaining $52.4 million would fund B
Share Commissions on the sale of approximately $1.3 billion of Class B Shares.
During the first quarter of 1997, the Company received an average of
approximately $14.5 million per month from Citibank for the sale of Fees under
the Program.  The Company intends to continue utilizing the Program to finance
the payment of B Share Commissions for the near future; however, as discussed
below, it may fund the payment of such commissions under the B Share Facility.

         B Share Facility.  On June 26, 1996, the Company entered into
agreements establishing a credit facility (the "B Share Facility") with
Citibank and other financial institutions to provide a method of financing the
payment of B Share Commissions as an alternative to the Program.  The aggregate
amount of financing available under the B Share Facility is $200.0 million.
The Company may increase such amount to $250.0 million if certain conditions
are met.  On June 27, 1996, approximately $37.0 million under the B Share
Facility was used to repay borrowings under the Bank Facility to finance the
payment of B Share Commissions.  The B Share Facility is secured only by the
Fees attributable to Class B Shares which have not been sold under the Program.
The terms of the B Share Facility provide that the Company must prepay each
month an amount equal to the 12b-1 Plan distribution fees for certain Class B
Shares and the CDSCs paid by shareholders for early redemption of certain Class
B Shares.  Such mandatory prepayments are credited toward the amount required
to be paid by the Company if the outstanding principal balance under the B
Share Facility exceeds a computed amount.

         As of March 31, 1997, approximately $44.7 million was available as a
series of term loans to the Company for working capital purposes under the Bank
Facility.

         B Share Commissions that are financed under the B Share Facility are
capitalized and amortized over a period of six years (the period of time during
which the investor is subject to a CDSC at the time of redemption of Class B
Shares) for accounting purposes and are currently expensed for tax purposes.
CDSC payments received by the Company related to Class B Shares sold before
April 1, 1995 currently reduce unamortized B Share Commissions.  A CDSC paid to
the Company is generally greater than the related unamortized portion of the B
Share Commission.

         Stockholders' equity increased 76.2% to $89.7 million at March 31,
1997 from $50.9 million at December 31, 1996.  The increase in stockholders'
equity was primarily due to the increase in the Company's net income discussed
above.  As a result of the Merger, the Company's outstanding and authorized
capital consists solely of Common Stock, $0.01 par value per share.

         The Company has several subsidiaries which are registered in various
jurisdictions as broker-dealers or investment managers.  At March 31, 1997, the
Company's ability to obtain dividends from such subsidiaries was limited by net
capital requirements in the aggregate amount of $0.9 million designed to ensure
the liquidity of such subsidiaries.

MERGER

         On February 28, 1997, the Company's predecessor merged with and into
AVZ Inc., a subsidiary of INVESCO PLC, with AVZ Inc. as the surviving
corporation (the "Merger").  Immediately after the Merger, AVZ Inc. contributed
all of the assets and liabilities received in connection with the Merger to the
Company, a direct wholly-owned subsidiary of AVZ Inc.  Effective March 3, 1997,
the name of INVESCO PLC was changed to AMVESCO PLC, and it is expected that the
name will be further changed to AMVESCAP PLC in the second quarter of 1997
(INVESCO PLC and AMVESCO PLC are sometimes referred to herein as the "Parent
Company").

         The Parent Company is one of the world's largest independent
investment management groups and has a major presence in the institutional
investment management and retail mutual fund businesses in the





                                       12
<PAGE>   13
United States and Europe, and a growing presence in the Pacific region.  The
businesses of the Parent Company and the various subsidiaries of the Company
have continued to operate under their existing names since the Merger.  The
Ordinary Shares and the American Depositary Shares of the Parent Company are
listed on the London Stock Exchange and the New York Stock Exchange,
respectively.

         In connection with the Merger, the Company assumed the obligations of
its predecessor entity and became the obligor under the Notes.  Additionally,
in connection with the Merger and pursuant to the  indenture for the Notes, the
Company commenced a tender offer for the purchase of the Notes from the holders
thereof for an amount equal to 101% of the principal amount plus accrued and
unpaid interest to the date the Notes are accepted for purchase by the Company.
As of April 30, 1997, no Notes had been tendered pursuant to the Company's
tender offer.  The Company's tender offer expired on May 5, 1997.


                                    PART II
                               OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         A legal action, Saltzberg v. AIM Equity Funds, Inc., et al., Case No.
H96-3657 (S.D. Tex. filed Oct. 25, 1996), has been brought against certain
subsidiaries of the Company and AIM Equity Funds, Inc., and, as a nominal
defendant, AIM Aggressive Growth Fund, a portfolio of AIM Equity Funds, Inc.
The action was instituted under section 36(b) of the Investment Company Act of
1940 and seeks to recover damages allegedly suffered by AIM Aggressive Growth
Fund, a portfolio of AIM Equity Funds, Inc., in connection with fees paid for
marketing and shareholder services after the fund was closed to new investors.
The Company believes that its legal defenses against such action are sound and
continues to defend itself vigorously.

ITEM 2.  CHANGES IN SECURITIES

         The information required by this item was provided in the Company's
Annual Report on Form 10-K (file no. 33- 67866) for the year ended December 31,
1996.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The information required by this item was provided in the Company's
Annual Report on Form 10-K (file no. 33- 67866) for the year ended December 31,
1996.

ITEM 5.  OTHER INFORMATION

         Not applicable.





                                       13
<PAGE>   14
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a.  Exhibits

                 10.1     Amendment No. 7, dated as of March 28, 1997, among
                          the Company, as seller and as servicer, Citibank,
                          N.A., as purchaser and Citicorp North America, Inc.,
                          to the Purchase and Sale Agreement, dated May 2,
                          1995, among the Company, Citibank, N.A. and Citicorp
                          North America, Inc. (the "Purchase and Sale
                          Agreement").

                 10.2     Take-Out Notice, dated as of March 19, 1997, pursuant
                          to the Purchase and Sale Agreement.

                 10.3     Amendment No. 28, dated February 20, 1997, to the
                          Lease Contract for premises located at 11 and 12
                          Greenway Plaza, Houston, Texas.

                 27       Financial Data Schedule.


         b.  Reports on Form 8-K

                 A report on Form 8-K was filed on March 10, 1997 to report the
                 merger of the Company's predecessor with and into AVZ Inc., a
                 subsidiary of the Parent Company.





                                       14
<PAGE>   15
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized on May 1, 1997.



                                       A I M MANAGEMENT GROUP INC.
                                     
                                     
                                     
                                     
                                       /s/ Robert H. Graham     
                                       ---------------------------------------
                                       Robert H. Graham
                                       Chief Executive Officer and President
                                     
                                     
                                     
                                     
                                       /s/ John J. Arthur       
                                       ---------------------------------------
                                       John J. Arthur
                                       Vice President and Treasurer
                                       (Chief Accounting Officer)






                                       15
<PAGE>   16





                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                                             Description of Exhibit
------                                             ----------------------


<S>              <C>
10.1             Amendment No. 7, dated as of March 28, 1997, among the Company, as seller and as servicer, Citibank,
                 N.A., as purchaser and Citicorp North America, Inc., to the Purchase and Sale Agreement, dated May 2,
                 1995, among the Company, Citibank, N.A. and Citicorp North America, Inc. (the "Purchase and Sale
                 Agreement")

10.2             Take-Out Notice, dated as of March 19, 1997, pursuant to the Purchase and Sale Agreement

10.3             Amendment No. 28, dated February 20, 1997, to the Lease Contract for premises located at 11 and 12
                 Greenway Plaza, Houston, Texas

27               Financial Data Schedule
</TABLE>