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EXHIBIT 2.3
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS SECOND AMENDMENT (the "Amendment") to the AGREEMENT AND
PLAN OF MERGER, dated as of December 4, 1997, as amended (the "Merger
Agreement") is entered into as of the 3rd day of February, 1998 by and among
WHEELS SPORTS GROUP, INC., a North Carolina corporation (the "Company"), RACING
CHAMPIONS CORPORATION, a Delaware corporation ("Parent"), and WSG ACQUISITION,
INC., a North Carolina corporation and a wholly owned subsidiary of Parent
("Acquisition").
RECITAL
The Company, Parent and Acquisition mutually desire to amend
the Merger Agreement in the manner set forth in this Amendment.
AGREEMENTS
In consideration of the recital and the agreements set forth
in the Merger Agreement as amended hereby, the parties agree:
1. Section 1.08(a) of the Merger Agreement is amended to read
in its entirety as follows:
(a) Subject to Section 1.09, at the Effective Time
each share of the Company's common stock, $.01 par value per share (the
"Shares") which is issued and outstanding immediately prior to the Effective
Time (other than Shares held in the Company's treasury or by any of the
Company's subsidiaries and Shares held by Parent, Acquisition or any other
subsidiary of Parent) shall, by virtue of the Merger and without any action
on the part of Acquisition, the Company or the holder thereof, be converted
into the right to receive 0.70 (the "Exchange Ratio") of a share of Parent's
common stock, $.01 par value per share (the "Parent Common Stock"; the shares
of Parent Common Stock to be issued hereunder, the "Merger Consideration"). If,
between the date of this Agreement and the Effective Time, the outstanding
shares of Parent Common Stock or the Shares shall have been changed into a
different number of shares or a different class by reason of any stock
dividend, subdivision, reclassification, recapitalization, split, combination
or exchange of shares, then the Exchange Ratio shall be correspondingly
adjusted to reflect such stock dividend, subdivision, reclassification,
recapitalization, split, combination or exchange of shares.
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2. Except as amended by this Amendment, the Merger Agreement
remains in effect, unchanged and binding upon the parties thereto.
3. This Amendment may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which shall
constitute one and the same agreement.
4. The Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the
principles of conflicts of law thereof.
RACING CHAMPIONS
CORPORATION
BY /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Vice President-
Finance and Operations and Secretary
WSG ACQUISITION, INC.
BY /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Vice President,
Treasurer and Secretary
WHEELS SPORTS GROUP, INC.
BY /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx. X. Xxxxxxx, Xx., President
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