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EXHIBIT 10.14
FIRST AMENDMENT
TO
VOTING AGREEMENT
THIS FIRST AMENDMENT TO VOTING AGREEMENT, dated as of May 14,
1999 (this "Amendment"), is made by and among XXXXXXX X. XXXXX, an individual
("Xxxxx") and RVM/PIA, a California limited partnership ("RVM/PIA") (Xxxxx and
RVM/PIA may be referred to individually as a "PIA Stockholder" and collectively
as the "PIA Stockholders"), PIA MERCHANDISING SERVICES, INC., a Delaware
corporation ("PIA Delaware"), XXXXXX X. XXXXX, an individual ("Xxxxx") and
XXXXXXX X. XXXXXXX, an individual ("Xxxxxxx") (Xxxxx and Xxxxxxx may be referred
to individually as a "SPAR Stockholder" and collectively as the "SPAR
Stockholders"), and SPAR ACQUISITION, INC., a Nevada corporation (the "SPAR
Acquisition"). The PIA Stockholders, PIA Delaware, the SPAR Stockholders and
SPAR Acquisition are sometimes referred to herein individually as a "Party" and
collectively as the "Parties".
RECITALS
The PIA Stockholders, PIA Delaware, the SPAR Stockholders and
SPAR Acquisition are parties to a Voting Agreement dated as of February 28,
1999, which includes modifications made pursuant to the Page Substitution
Amendment to Merger Agreement and Merger Documents among certain of the Parties
and others dated as of March 1, 1999 (the "Page Substitution Amendment") (such
Voting Agreement, as so modified, the "Existing Voting Agreement", and as
modified by this Amendment, and as the same may be supplemented, modified,
amended, restated or replaced from time to time in the manner provided therein,
the "Voting Agreement"). Capitalized terms used and not otherwise defined or
amended in this Amendment shall have the meanings respectively assigned to them
in the Voting Agreement or other "Merger Documents" (as defined in the Merger
Agreement).
PIA Delaware and certain of its subsidiaries and SPAR Acquisition
and certain of its affiliates (which will be subsidiaries at closing) are
parties to an Agreement and Plan of Merger dated as of February 28, 1999, which
includes modifications made pursuant to the Page Substitution Amendment (as so
modified, the "Existing Merger Agreement"), and which will be amended pursuant
to the First Amendment to Merger Agreement among the parties thereto dated as of
May 14, 1999 (the "First Merger Amendment") (the Existing Merger Agreement, as
modified by the First Merger Amendment, and as the same may be supplemented,
modified, amended, restated or replaced from time to time in the manner provided
therein, the "Merger Agreement").
SPAR Acquisition and the SPAR Stockholders are parties to a
Reorganization Agreement dated as of February 28, 1999, which includes
modifications made pursuant to the Reorganization Page Substitution Amendment to
Merger Agreement and Merger Documents among certain of the Parties and others
dated as of March 1999 (the "Reorganization Page Substitution Amendment") (such
Reorganization Agreement, as so modified, the "Existing Reorganization
Agreement"), and which will be amended pursuant to the First Amendment to
Reorganization Agreement among the parties thereto dated as of May 14, 1999 (the
"First Reorganization Amendment") (the Existing Reorganization Agreement, as
modified by the First Reorganization Amendment, and as the same may be
supplemented, modified, amended, restated or replaced from time to time in the
manner provided therein, the "Reorganization Agreement").
The Parties have each determined that it is in its best interest
to amend the Existing Voting Agreement as provided below, and have entered into
this Amendment in order to do so, all upon the terms and provisions and subject
to the conditions hereinafter set forth.
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AGREEMENT
In consideration of the foregoing, the mutual covenants and
agreements hereinafter set forth and other good and valuable consideration (the
receipt and adequacy of which are hereby acknowledged by the parties), the
parties hereto hereby agree as follows:
Section 1. Amendment to Existing Voting Agreement. The Existing
Voting Agreement is hereby supplemented and amended as follows, effective as of
the date first written above:
(A) The PIA Stockholders, PIA Delaware, the SPAR Stockholders and
SPAR Acquisition each hereby confirm their consent to, and agree to be bound by
the pages substituted in the Voting Agreement by, the Page Substitution
Amendment, a copy of which is annexed hereto as Exhibit A.
(B) The PIA Stockholders, PIA Delaware, the SPAR Stockholders and
SPAR Acquisition each hereby acknowledges and, to the extent such Party's
consent may be required under the Voting Agreement, consents to the
Reorganization Page Substitution Amendment, a copy of which is annexed hereto as
Exhibit B.
(C) The PIA Stockholders, PIA Delaware, the SPAR Stockholders and
SPAR Acquisition each hereby acknowledges and, to the extent such Party's
consent may be required under the Voting Agreement, consents to the First Merger
Amendment, a copy of which is annexed hereto as Exhibit C.
(D) The PIA Stockholders, PIA Delaware, the SPAR Stockholders and
SPAR Acquisition each hereby acknowledges and, to the extent such Party's
consent may be required under the Voting Agreement, consents to the First Merger
Amendment, a copy of which is annexed hereto as Exhibit D.
(E) In Section 1 of the Existing Voting Agreement, subsection (b)
is hereby deleted in its entirety, and the following new subsection (b) is
hereby inserted in its place:
(b) vote or cause the vote of the PIA Shares held of record by such
PIA Stockholder, at each such meeting held before the Effective
Time and with respect to each written consent, (i) to approve the
Merger Agreement and the Merger, the Proposed PIA Certificate of
Amendment (i.e., Charter Amendment No. 1, Charter Amendment Xx.
0, Xxxxxxx Xxxxxxxxx Xx. 0, and the Reverse Split Proposal, as
such terms are defined in the PIA Proxy Statement), the Option
Plan Amendment, and any action(s) in furtherance thereof, (ii)
except as otherwise approved in writing in advance by SPAR
Acquisition (which approval may be granted, withheld, conditioned
or delayed in its sole discretion), against any Acquisition
Proposal (other than the Merger), and (iii) in favor of any
amendment to or restatement of the charter or by-laws of PIA
Delaware required by the Merger Agreement, and except as
otherwise approved in writing in advance by SPAR Acquisition
(which approval may be granted, withheld, conditioned or delayed
in its sole discretion), against any other amendment to or
restatement of the charter or by-laws of PIA Delaware.
Section 2. Counterparts. This Amendment may be signed in two or
more counterpart copies of the entire document or of signature pages to the
document, each of which may be executed by one or more of the Parties hereto,
but all of which, when taken together, shall constitute a single agreement
binding upon all of the Parties hereto.
Section 3. Governing Law, Etc. This Amendment shall be governed
by and construed in accordance with the applicable terms and provisions of
Sections 10 through 17 (as well as any applicable definitions or provisions
appearing elsewhere) of the Voting Agreement as if this Amendment were the
Agreement referred to therein, which terms and provisions are incorporated
herein by reference.
Section 4. Agreement to Continue as Amended. The Voting
Agreement, as supplemented, modified and amended by this Amendment, shall remain
and continue in full force and effect after the date hereof.
[END OF PAGE]
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Section 5. Entire Agreement. This Amendment contains the entire
agreement of the Parties and supersedes all other representations, warranties,
agreements and understandings, oral or otherwise, among the parties with respect
to the matters contained herein.
IN WITNESS WHEREOF, the Parties hereto have executed and
delivered this Amendment as of the date first written above.
PIA MERCHANDISING SERVICES, INC.
/s/ XXXXXXX X. XXXXX By: /s/ XXXXX X. XXXX
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Xxxxxxx X. Xxxxx Name: Xxxxx X. Xxxx
Title: Chief Financial
Officer
RVM/PIA, A CALIFORNIA LIMITED PARTNERSHIP SPAR ACQUISITION, INC.
By: Xxxxxxx, Xxxxx & Xxxxx
Its: General Partner
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
By: /s/ J. XXXXXXXXXXX XXXXX Title: Chairman, Chief
------------------------------- Executive Officer and
Name: J. Xxxxxxxxxxx Xxxxx President
Its: General Partner
/s/ XXXXXX X. XXXXX /s/ XXXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx
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