Exhibit 2(ii)
AMENDMENT NO. 1 TO THE
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1, dated as of January 22, 1997 (this "Amendment"), by and
among American General Corporation, a Texas corporation ("Purchaser"), AGC Life
Insurance Company, a Missouri corporation and a wholly-owned subsidiary of
Purchaser ("Sub") and Home Beneficial Corporation, a Virginia corporation (the
"Company"), to the Agreement and Plan of Merger, dated as of December 22, 1996,
by and among Purchaser, Sub and the Company (the "Merger Agreement").
WHEREAS, Purchaser, Sub and the Company desire to amend and modify the
Merger Agreement as set forth herein;
NOW, THEREFORE, Purchaser, Sub and the Company hereby agree that the
Merger Agreement shall be, and hereby is, amended and modified as follows:
1. The last sentence in clause (i) of Section 3.1(a) of the Merger
Agreement is hereby amended and replaced in its entirety to read as follows:
"As used herein, the "Average Purchaser Price" shall mean the average of
the high and low sales prices, regular way, of Purchaser Common Stock as
reported in The Wall Street Journal during the ten consecutive New York
Stock Exchange trading days (each, a "Trading Day") ending on (and
including) the fifth Trading Day prior to the Effective Time (the "Trading
Average"); provided, however, that if the Trading Average is less than
$35.00, then the Average Purchaser Price shall be $35.00; and/or"
2. Clause (iii) of Section 3.3(e) of the Merger Agreement is hereby
amended and replaced in its entirety to read as follows:
"(iii) Each Share covered by a Cash Election and not fully converted
into the right to receive the Cash Consideration as set forth in clause (ii)
above shall be converted in the Merger into the right to receive a number of
shares of Purchaser Common Stock equal to the Exchange Ratio; and"
3. Except as amended and modified by this Amendment, all other terms of
the Merger Agreement shall remain unchanged.
4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same instrument.
IN WITNESS WHEREOF, each of Purchaser, Sub and the Company has caused
this Amendment to be executed as of the date first above written.
AMERICAN GENERAL CORPORATION
By: Xxxxx X. Xxxxxx
Senior Vice President & Chief Investment Officer
AGC LIFE INSURANCE COMPANY
By: Xxxxx X. Xxxxxx
Vice President & Chief Investment Officer
HOME BENEFICIAL CORPORATION
By: X.X. Xxxxxxxxx, Xx.
President and Chief
Executive Officer
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