Exhibit 2.(iii)
AMENDMENT TO AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN
OF MERGER (this "Amendment") is entered into as of this ____ day of February,
1997, by and among CHATEAU PROPERTIES, INC., a Maryland corporation
("Chateau"), ROC COMMUNITIES, INC., a Maryland corporation ("ROC"), and R
ACQUISITION SUB, INC., a Maryland corporation and a subsidiary of Chateau ("R
Sub").
R E C I T A L S:
WHEREAS, Chateau, ROC and R Sub are parties to an Amended and
Restated Agreement and Plan of Merger, dated as of September 17, 1996 and
amended by the amendment thereto dated December 20, 1996 (the "Merger
Agreement"); and
WHEREAS, Chateau, ROC and R Sub wish to amend the Merger Agreement in
accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereby agree as follows:
1. Cancellation of Common Stock Owned by ROC. Article I is hereby
amended by adding the following Section 1.10 to the end thereof:
"SECTION 1.10 Common Stock Owned by ROC. By virtue of the Merger and
without any further action on the part of any party, all shares of Common
Stock owned by ROC, including any rights to receive a Common Stock dividend
declared by Chateau and any rights to receive any shares of Common Stock
resulting from the waiver and reallocation of any such dividend, shall be
cancelled as a part of and immediately upon the Merger being effective and no
such shares of Common Stock shall be considered as outstanding for any
purpose whatsoever and all of them shall become authorized but unissued
shares."
2. Capitalized Terms. Capitalized terms used but not defined in this
Amendment shall have the meanings given them in the Merger Agreement.
3. Effect of Amendment. In the event of a conflict between the terms
of this Amendment and the terms of the Merger Agreement, the terms of this
Amendment shall govern and control. Except as specifically set forth in this
Amendment, the terms and effectiveness of the Merger Agreement are ratified
and confirmed in all respects.
4. Counterparts. This Amendment may be executed in one or more
counterparts, all of which shall be considered one in the same agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other parties.
IN WITNESS WHEREOF, Chateau, ROC and R Sub have caused this Amendment
to be signed by their respective duly authorized officers, all as of the date
first written above.
CHATEAU PROPERTIES, INC.
By: /s/ X.X. Xxxxxxx
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Its: Chief Executive Officer
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ROC COMMUNITIES, INC.
By: /s/ Xxxx XxXxxxxx
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Its: Chief Executive Officer
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R ACQUISITION SUB, INC.
By: /s/ X.X. Xxxxxx
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Its: Chief Executive Officer
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