Exhibit 2.3
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1, dated as of August 24, 1999, to the
AGREEMENT AND PLAN OF MERGER (the "AGREEMENT"), dated as of August 2, 1999, by
and among CCPC Acquisition Corp., a Delaware corporation ("PARENT"), GHC
Acquisition Corp., a Delaware corporation ("NEWCO') and General Housewares
Corp., a Delaware corporation (the "COMPANY").
WHEREAS, the Agreement provides that Newco will become a party
to the Agreement and Newco wishes to become a party to the Agreement;
WHEREAS, the parties hereto desire to amend certain provisions
of the Agreement;
WHEREAS, Section 9.3 of the Agreement provides in relevant
part that the parties may modify or amend the Agreement, by written agreement
executed and delivered by duly authorized officers of the parties thereto;.
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereby agree as follows:
1. Unless the context otherwise requires, references in the
Agreement to "this Agreement" shall be deemed to be references to the Agreement
as amended by this Amendment No. 1.
2. RECITALS. The second recital to the Agreement shall be
amended by deleting such recital in its entirety and inserting in lieu thereof
the following:
"WHEREAS, promptly following the execution of this Agreement
by Parent and the Company, Parent will form a majority-owned subsidiary
corporation under the laws of the State of Delaware ("NEWCO") which
will become a party to this Agreement;"
3. SECTION 1.4 RIGHT TO REVISE STRUCTURE OF MERGER. Section
1.4 of the Agreement shall be amended by deleting such section in its entirety
and inserting in lieu thereof the following:
"At Parent's election, the Merger may alternatively be
structured so that the Company is merged with and into another direct
or indirect majority-owned subsidiary of Parent or Newco or another
direct or indirect majority-owned subsidiary of Parent is merged with
and into the Company; PROVIDED, HOWEVER, that no such change shall (i)
alter or change the amount or kind of the consideration to be issued to
the Company's stockholders in the Merger as set forth in Article III
hereof or the treatment of the holders of the Options, (ii) materially
impede or delay consummation of the Merger, (iii) release Parent from
any of its obligations hereunder or (iv) adversely affect the rights of
the Company
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and its shareholders hereunder. In the event of such an election, the
Company agrees to execute such appropriate documentation as may be
reasonably requested by parent to reflect such election."
4. ADDITION OF NEWCO AS A PARTY TO THE AGREEMENT. Newco by its
execution of this Amendment No.1 hereby covenants and agrees to become a party
to the Agreement, as amended hereby, and shall therefore be entitled to all of
the rights and benefits under and shall be bound by all of the terms and
conditions of the Agreement with the same force and effect as though it had been
an original signatory to the Agreement.
5. REMAINDER OF AGREEMENT UNAFFECTED. Except as specifically
set forth in this Amendment No. 1, the Agreement shall remain in full force and
effect and no other provision thereof shall be deemed modified by this Amendment
No. 1.
6. GOVERNING LAW. This Amendment No. 1 shall be governed and
construed in accordance with the laws of the State of Delaware without giving
effect to the principles of conflicts of law thereof.
7. COUNTERPARTS. This Amendment No. 1 may be executed in two
or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when two 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.
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IN WITNESS WHEREOF, Parent, Newco and the Company have caused
this Amendment No. 1 to be signed by their respective officers thereunto duly
authorized as of the date first written above.
GENERAL HOUSEWARES CORP.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: President and CEO
CCPC ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: President
GHC ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
