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EXHIBIT 2.8.1
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("Amendment") is
made as of October 4, 1996, among UNISON HEALTHCARE CORPORATION, a Delaware
corporation ("Unison"), LABCO ACQUISITION CO., a Delaware corporation
("LABCO"), and AMERICAN PROFESSIONAL HOLDING, INC., a Utah corporation (the
"Company").
RECITALS
WHEREAS, Section 3.3 of the Agreement and Plan of Merger dated as of
July 3, 1996 by and among the above-captioned parties (the "Agreement")
provides that the aggregate number of shares of Unison Common Stock to be
delivered under Section 3.1 of the Agreement is subject to reduction based on
net income of the Company for the quarter ending June 30, 1996; and
WHEREAS, the parties to the Agreement desire to amend the Agreement in
order to provide that the aggregate number of shares of Unison Common Stock to
be delivered under Section 3.1 of the Agreement is subject to reduction based
on revised net income of the Company for the quarter ending June 30, 1996.
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements herein set forth, the parties hereto
hereby agree as follows:
1. Amendment of Section 3.3. Section 3.3(c) of the Agreement is
hereby amended by deleting each reference therein to ".22" and replacing each
such reference to ".19".
2. Defined Terms. Unless otherwise defined in this Amendment,
capitalized terms used herein shall have the meanings ascribed to them in the
Agreement.
3. No Further Amendments. Except as expressly amended in this
Amendment, the Agreement shall continue in full force and effect.
4. Counterparts. This Amendment may be executed in counterparts,
each of which shall be deemed an original, but which together shall constitute
one and the same Amendment.
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date first above written.
UNISON:
UNISON HEALTHCARE CORPORATION, a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: EVP & CFO
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LABCO:
LABCO ACQUISITION CO., a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Vice President
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COMPANY:
AMERICAN PROFESSIONAL HOLDING, INC., a Utah corporation
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: President
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STATE OF ________________ )
) ss.
County of _______________ )
On this ___ day of ________________, 199__, before me, the undersigned
officer, personally appeared ___________________, who acknowledged himself to
be a _____________________ of Unison HealthCare Corporation, a Delaware
corporation, and that he, in such capacity, being authorized so to do, executed
the foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
__________________________________
Notary Public
My Commission Expires:
_____________________
STATE OF ________________ )
) ss.
County of _______________ )
On this ___ day of ________________, 199__, before me, the undersigned
officer, personally appeared ___________________, who acknowledged himself to
be a _____________________ of Labco Acquisition Co., a Delaware corporation,
and that he, in such capacity, being authorized so to do, executed the
foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
__________________________________
Notary Public
My Commission Expires:
_____________________
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STATE OF ________________ )
) ss.
County of _______________ )
On this ___ day of ________________, 199__, before me, the undersigned
officer, personally appeared ___________________, who acknowledged himself to
be a _____________________ of American Professional Holding, Inc., a Utah
corporation, and that he, in such capacity, being authorized so to do, executed
the foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
___________________________
Notary Public
My Commission Expires:
_____________________
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