EXHIBIT 2(b)
AMENDMENT NO. 1 TO THE
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 (the "AMENDMENT") is made as of August 13,
1997 between SPARTAN MOTORS, INC., a Michigan corporation ("BUYER"),
SPARTAN QUALITY, INC., an Alabama corporation ("MERGERSUB"), and CTS
HOLDING COMPANY, INC., an Alabama corporation ("CTS"), and is joined in by
XXXXX X. XXXXXXX, XXXXXX X. XXXX, XXXXXXX X. XXXXXXX, XXXXX X. XXXXXXXXXX,
AND XXXXXXXXXXX XXXXXXX (the "SHAREHOLDERS"). This Amendment amends the
Agreement and Plan of Merger dated August 8, 1997 between Buyer, MergerSub,
CTS, and the Shareholders (the "MERGER AGREEMENT"). Capitalized terms used
but not defined in this Amendment shall have the meanings defined to them
in the Merger Agreement.
The parties agree as follows:
1. Notwithstanding any provision in the Merger Agreement, no
fractional shares of Buyer's Common Stock shall be issued in connection
with the Merger.
2. Sections 2.5.1(a) and (b) of the Merger Agreement are deleted in
their entirety and the following is substituted in lieu thereof:
(a) CASH. In the aggregate, cash of $1,900,006 by
certified check distributed as follows:
Xxxxx X. Xxxxxxx $989,900
Xxxxxx X. Xxxx $547,201
Xxxxxxx X. Xxxxxxx $199,500
Xxxxx X. Xxxxxxxxxx $114,000
Xxxxxxxxxxx Xxxxxxx $ 49,405
(b) STOCK. In the aggregate, 253,338 shares of Buyer's
Common Stock; such shares shall be issued in the names of each
Shareholder, as follows:
Xxxxx X. Xxxxxxx 131,988 shares
Xxxxxx X. Xxxx 72,961 shares
Xxxxxxx X. Xxxxxxx 26,601 shares
Xxxxx X. Xxxxxxxxxx 15,201 shares
Xxxxxxxxxxx Xxxxxxx 6,587 shares
3. Except as amended hereby, all of the terms and conditions of the
Merger Agreement are ratified, and shall remain in full force and effect.
The parties have executed this Amendment as of the date first
written above.
SPARTAN MOTORS, INC.
By /S/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. Xxxxxxxx
Its Chief Financial Officer,
Secretary, and Treasurer
SPARTAN QUALITY, INC.
By /S/ XXXXXXX X. XXXXXXXX
Xxxxxxx X. Xxxxxxxx
Its Vice President and Assistant
Secretary
CTS HOLDING COMPANY, INC.
By /S/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
Its President
/S/ XXXXX X. XXXXXXX
XXXXX X. XXXXXXX
/S/ XXXXXX X. XXXX
XXXXXX X. XXXX
/S/ XXXXXXX X. XXXXXXX
XXXXXXX X. XXXXXXX
/S/ XXXXX X. XXXXXXXXXX
XXXXX X. XXXXXXXXXX
/S/ XXXXXXXXXXX XXXXXXX
XXXXXXXXXXX XXXXXXX
-2-
