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EXHIBIT 3
FIRST AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of
January 8, 1997 (this "Amendment"), among SAFEWAY INC., a Delaware corporation
("Parent"), SSCI MERGER SUB, INC., a Michigan corporation and an indirect wholly
owned subsidiary of Parent ("Merger Sub"), and THE VONS COMPANIES, INC., a
Michigan corporation (the "Company").
WITNESSETH:
WHEREAS, Parent, Merger Sub and the Company have entered into
an Agreement and Plan of Merger dated as of December 15, 1996 (the "Merger
Agreement"), pursuant to which the parties thereto agreed, among other things,
to the merger of Merger Sub with and into the Company, subject to the terms and
conditions thereof;
WHEREAS, in connection with the execution and delivery of the
Merger Agreement, Parent entered into a Stock Repurchase Agreement (the
"Purchase Agreement") with SSI Associates, L.P. ("SSI Associates") for the
repurchase (the "Repurchase") by Parent of 15,000,000 shares of Parent Common
Stock (or warrants to purchase Parent Common Stock) pursuant to the terms and
conditions set forth therein;
WHEREAS, Parent and SSI Associates desire to enter into an
Amended and Restated Stock Repurchase Agreement (the "Purchase Agreement
Amendment"), substantially in the form attached hereto as Exhibit A, pursuant to
which Parent will agree to repurchase from SSI Associates 32,000,000 shares of
Parent Common Stock (or warrants to purchase Parent Common Stock) (the "Amended
Repurchase");
WHEREAS, the Company, Parent and Merger Sub desire to amend
the Merger Agreement to reflect the Purchase Agreement Amendment;
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending to be legally
bound hereby, Parent, Merger Sub and the Company hereby agree as follows:
1. Section 3.15 of the Merger Agreement shall be deleted in its
entirety and replaced with the following:
"Section 3.15 Purchase Agreement. Parent and SSI Associates,
L.P. have entered into an Amended and Restated Stock Repurchase Agreement, dated
as of January 8, 1997 and substantially in the form of Exhibit A hereto (the
"Purchase Agreement"), for the
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purchase by Parent of an aggregate of 32,000,000 shares of Parent Common Stock
(or warrants to purchase Parent Common Stock) (the "Repurchase")."
2. Exhibit A to the Merger Agreement shall be deleted in its
entirety and shall be replaced with Exhibit A hereto.
3. By its execution hereof, and notwithstanding Sections 4.04 and
6.03(d) of the Merger Agreement, the Company hereby consents to the execution
and delivery by Parent of the Purchase Agreement Amendment and the consummation
of the Amended Repurchase.
4. Parent hereby represents and warrants to the Company that the
execution and delivery of this Amendment by Parent and Merger Sub have been duly
and validly authorized by all necessary corporate action on the part of Parent
and Merger Sub.
5. The Company hereby represents and warrants to Parent that the
execution and delivery of this Amendment by the Company have been duly and
validly authorized by all necessary corporate action on the part of the Company,
including, without limitation, the approval by the Special Committee of the
Company's Board of Directors required pursuant to Section 8.04 of the Merger
Agreement.
6. This Amendment may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
7. Any capitalized terms not specifically defined herein shall
have the meaning set forth in the Merger Agreement.
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IN WITNESS WHEREOF, Parent, Merger Sub and the Company have
caused this Agreement to be executed as of the date first written above by their
respective officers thereunto duly authorized.
SAFEWAY INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Senior Vice President,
General Counsel and Secretary
SSCI MERGER SUB, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President and Secretary
THE VONS COMPANIES, INC.
By: /s/ Xxxxxxxx X. Del Santo
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Name: Xxxxxxxx X. Del Santo
Title: Chairman and Chief Executive
Officer
