EXHIBIT 2.1.2
SECOND AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT AND PLAN OF REORGANIZATION
THIS SECOND AMENDMENT (the "Amendment") is made and entered into as of the
24th day of June, 1996, by and among New STAT Healthcare, Inc. ("NEW STAT"),
STAT Healthcare, Inc. ("OLD STAT"), STAT Acquisition Corp. ("STAT ACQUISITION"),
and AmHealth Corporation, AmHealth Enterprises of the Valley, Inc. and AmHealth
Ambulatory Services, Inc. (collectively, the "AMHEALTH CORPORATIONS") and
AmHealth Kidney Centers of the Valley, Ltd., Weslaco Kidney Center, Ltd., Starr
Dialysis Center, Ltd., Mission Kidney Center, Ltd., Brownsville Kidney Center,
Ltd., AmHealth Ambulatory Healthcare, Ltd., Southwestern Infusion Healthcare,
Ltd., Brownsville Hyperbaric Healthcare, Ltd., and AmHealth Medical Management,
Ltd. (collectively, the "AMHEALTH PARTNERSHIPS").
W I T N E S S E T H:
WHEREAS, New STAT, Old STAT, STAT Acquisition and the AmHealth Entities
are parties to that certain Amended and Restated Agreement and Plan of
Reorganization (the "Agreement") dated as of March 15, 1996, as amended by the
First Amendment thereto dated June 13, 1996, respecting, among other things, the
merger of STAT Acquisition with and into Old STAT and the merger of the AmHealth
Corporations with and into New STAT; and
WHEREAS, the parties thereto desire to further revise, supplement and
amend the Agreement as provided below.
NOW, THEREFORE, the parties hereto, in consideration of certain value
received by the respective parties hereto and the mutual promises and agreements
hereinafter set forth, agree as follows:
1. DEFINITIONS. Each capitalized term that is used in this Amendment but
not otherwise defined herein shall have the meaning assigned thereto in the
Agreement.
2. AMENDMENTS TO THE AGREEMENT. The Agreement is hereby amended as
follows:
(A) Section 2.1 (a) shall be amended to read as follows:
"Each of the AmHealth Corporations shall be merged with and
into New STAT. At the Closing, the separate existence of each
of the AmHealth Corporations shall cease and New STAT shall
continue as the surviving corporation of the AmHealth Merger.
The Certificate of Incorporation and
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Bylaws of New STAT as in effect immediately prior to the
Closing shall be the Certificate of Incorporation and Bylaws
of the surviving corporation, until thereafter amended in
accordance with the DGCL, such Certificate of Incorporation
and/or Bylaws."
(B) Section 2.1(c) shall be amended to read as follows:
"STAT Acquisition shall be merged with and into Old STAT. At
the Closing, the separate corporate existence of STAT
Acquisition shall cease and Old STAT shall continue as the
surviving corporation of the Old STAT Merger. The Certificate
of Incorporation and Bylaws of Old STAT as in effect
immediately prior to the Closing shall be the Certificate of
Incorporation and Bylaws of the surviving corporation, until
thereafter amended in accordance with the DGCL, such
Certificate of Incorporation and/or Bylaws."
(C) Section 2.3 shall be amended to include the following language
as subsection (f):
"Conversion of Shares of STAT Acquisition. Each share of
common stock, par value $.01, of STAT Acquisition issued and
outstanding immediately prior to the Closing shall be
converted into one share of validly issued, fully paid and
nonassessable share of the surviving corporation in the Old
STAT Merger."
3. COUNTERPARTS. This Amendment to the Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other parties, it being understood that
all parties need not sign the same counterpart.
4. CONTINUATION OF THE AGREEMENT.Except as amended by this Amendment, all
terms and conditions of the Agreement remain in full force and effect.
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IN WITNESS WHEREOF, the AmHealth Corporations, the AmHealth Partnerships,
New STAT, Old STAT and STAT Acquisition have caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized,
all as of the date first written above.
NEW STAT HEALTHCARE, INC. STAT HEALTHCARE, INC.
By /s/ XXX X. XXXXXXX By /s/ XXX X. XXXXXXX
Xxx X. Xxxxxxx Xxx X. Xxxxxxx
Chief Financial Officer Chief Financial Officer
STAT ACQUISITION CORP. AMHEALTH CORPORATION
By /s/ XXX X. XXXXXXX By /s/ XXXXX X. XXXXX
Xxx X. Xxxxxxx Xxxxx X. Xxxxx
Chief Financial Officer President
AMHEALTH ENTERPRISES OF THE AMHEALTH AMBULATORY
VALLEY, INC. SERVICES, INC.
By /s/ XXXXX X. XXXXX By /s/ XXXXX X. XXXXX
Xxxxx X. Xxxxx Xxxxx X. Xxxxx
President President
AMHEALTH KIDNEY CENTERS WESLACO KIDNEY CENTER, LTD.
OF THE VALLEY, LTD.
By: AmHealth Enterprises of By: AmHealth Enterprises of
the Valley, Inc., the Valley, Inc.,
Its General Partner Its General Partner
By /s/ XXXXX X. XXXXX By /s/ XXXXX X. XXXXX
Xxxxx X. Xxxxx Xxxxx X. Xxxxx
President President
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STARR DIALYSIS CENTER, LTD. MISSION KIDNEY CENTER, LTD.
By: AmHealth Enterprises of By: AmHealth Enterprises of
the Valley, Inc., the Valley, Inc.,
Its General Partner Its General Partner
By /s/ XXXXX X. XXXXX By /s/ XXXXX X. XXXXX
Xxxxx X. Xxxxx Xxxxx X. Xxxxx
President President
BROWNSVILLE KIDNEY CENTER, LTD. AMHEALTH AMBULATORY HEALTHCARE, LTD.
By: AmHealth Enterprises of By: AmHealth Ambulatory
the Valley, Inc., Services, Inc.,
Its General Partner Its General Partner
By /s/ XXXXX X. XXXXX By /s/ XXXXX X. XXXXX
Xxxxx X. Xxxxx Xxxxx X. Xxxxx
President President
SOUTHWESTERN INFUSION HEALTHCARE, LTD. BROWNSVILLE HYPERBARIC
HEALTHCARE, LTD.
By: AmHealth Ambulatory By: AmHealth Ambulatory
Services, Inc., Services, Inc.,
Its General Partner Its General Partner
By /s/ XXXXX X. XXXXX By /s/ XXXXX X. XXXXX
Xxxxx X. Xxxxx Xxxxx X. Xxxxx
President President
AMHEALTH MEDICAL MANAGEMENT, LTD.
By: AmHealth Ambulatory
Services, Inc.,
Its General Partner
By /s/ XXXXX X. XXXXX
Xxxxx X. Xxxxx
President
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