EXHIBIT 14
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Amendment No. 1 ("Amendment No. 1"), dated as of February 9, 1999,
amending the Agreement and Plan of Merger, dated as of November 22, 1998 (the
"Agreement"), between Xxxxxx General Corporation, a Delaware corporation (the
"Company"), and River Acquisition Corp., a Delaware corporation (the "Merger
Sub").
WHEREAS, in accordance with Section 8.03 of the Agreement, the
parties hereto desire to amend the Agreement to reflect the parties agreement
that the Merger Consideration (as defined in the Agreement) has been increased
from $57.25 per share in cash to $61.00 per share in cash;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Definitions. Capitalized terms used herein and not otherwise
defined herein shall have the meaning provided therefor in the Agreement.
2. Amendments to Agreement. The Agreement is hereby amended as set
forth in this Section 2:
(i) The first "WHEREAS" clause of the Agreement is amended to
delete the number "$57.25" and replace it with the number "$61.00".
(ii) The first sentence of Section 2.01(a) of the Agreement is
hereby amended to read in its entirety as follows:
"(a) Each share of the Common Stock issued and
outstanding immediately prior to the Effective Time (other than any shares of
Common Stock to be canceled pursuant to Section 2.01(b) and any Dissenting
Shares (as defined below)) shall be converted into the right to receive $61.00
in cash, without interest (the "Merger Consideration")."
3. Miscellaneous. Except as expressly amended hereby, the terms and
conditions of the Agreement shall continue in full force and effect. This
Amendment No. 1 is limited precisely as written and shall not be deemed to be an
amendment
to any other term or condition of the Agreement or any of the documents referred
to therein. Wherever "Agreement" is referred to in the Agreement or in any other
agreements, documents and instruments, such reference shall be to the Agreement
as amended hereby.
4. Counterparts. This Amendment No. 1 may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.
5. Governing Law. This Amendment No. 1 shall be governed by, and
construed in accordance with, the laws of the State of Delaware without regard
to the conflict of laws rules thereof.
IN WITNESS WHEREOF, the Company and Merger Sub have caused this
Amendment No. 1 to be executed as of the date first written above by their
respective officers thereunto duly authorized.
COMPANY:
XXXXXX GENERAL CORPORATION
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: President
MERGER SUB:
RIVER ACQUISITION CORP.
By: /s/ Xxx X. Xxxxxxx
------------------------------------
Name: Xxx X. Xxxxxxx
Title: Chairman
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