1
EXHIBIT 2.1
THIRD AMENDMENT TO
PLAN AND AGREEMENT OF MERGER
THIS THIRD AMENDMENT TO PLAN AND AGREEMENT OF MERGER (this "Amendment")
is entered into as of the 28th day of June, 2000 among XXXXXXX ACQUISITION
CORP., a Florida corporation (the "Acquiror"), XXXXXXX X. XXXXXXX, an individual
resident of the State of Florida (the "Guarantor"), and RISCORP, INC., a Florida
corporation ("RISCORP").
W I T N E S S E T H:
WHEREAS, on November 3, 1999, the parties entered into a Plan and
Agreement of Merger, as amended by the first and second amendments thereto (the
"Agreement"), which contemplates the merger of Acquiror with and into RISCORP
pursuant to the applicable provisions of the Florida Business Corporation Act,
with RISCORP surviving the merger;
WHEREAS, the parties now desire to amend the Agreement as hereinafter
set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 1.2(b)(i)(1). Section 1.2(b)(i)(1) of the Agreement is
hereby deleted in its entirety and, in lieu thereof, the following new Section
1.2(b)(i)(1) is hereby inserted:
the term "Merger Consideration" shall equal (A) $3.075, plus
(B) the Contingent Claim Amount divided by the aggregate of
the Outstanding Class A Shares and the Outstanding Class B
Shares (as defined in Section 3.2); and
2. Section 7.1(b). Section 7.1(b) of the Agreement is hereby
amended by deleting the date "June 30, 2000" contained therein and substituting
in its place the date "August 15, 2000."
3. Section 7.1(c). Section 7.1(c) of the Agreement is hereby
amended by deleting the date "June 30, 2000" contained therein and substituting
in its place the date "August 15, 2000."
2
4. Other Terms and Conditions Ratified and Confirmed. All other
terms and conditions of the Agreement are hereby ratified and confirmed by the
parties and shall remain in full force and effect.
5. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment as of the day and year set forth above.
XXXXXXX ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxx
President
/s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxx
RISCORP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxxx
President
-4-
