EXHIBIT 1.1
CONFORMED COPY
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 (this "Amendment"), dated as of September 3, 1997, to the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 30,
1997, by and among JP Foodservice, Inc., a Delaware corporation ("JPFI"),
Xxxxxx-Xxxxxx, Inc., a Delaware corporation ("RSI"), and Xxxxxx Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of JP Foodservice
("Acquisition").
WHEREAS, JPFI, RSI and Acquisition have previously executed and delivered
the Merger Agreement; and
WHEREAS, JPFI, RSI and Acquisition desire to amend the Merger Agreement as
set forth herein and pursuant to Section 7.3 thereof;
NOW, THEREFORE, JPFI, RSI and Acquisition agree as follows:
1. Amendment of Section 2.1(e) of Merger Agreement. The fourth line of
subsection (i) of Section 2.1(e) of the Merger Agreement is hereby amended by
deleting therefrom the word "exercisable" and substituting in its place the word
"unexercised".
2. Amendment of Section 4.1(a) of Merger Agreement. Subsection (ii) of
Section 4.1(a) of the Merger Agreement is hereby amended by deleting therefrom
the words "does not exceed 250,000 shares of RSI Common Stock in the
aggregate);" and substituting therefor the words "does not exceed the lesser of
(x) 400,000 shares of RSI Common Stock in the aggregate and (y) the number of
shares of RSI Common Stock subject to RSI Employee Stock Options issued during
RSI's fiscal year ended June 28, 1997 and so long as no RSI Employee Stock
Option issued pursuant to this Section 4.1(a) (ii) shall contain any terms
providing for, or otherwise permit or give rise to any right to, accelerated
vesting, the releasing of restrictions or any payment (in cash or otherwise) as
a result of the consummation of the Merger or any of the other transactions
contemplated by this Agreement)".
3. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflict of laws thereof.
4. Counterparts. This Amendment 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.
5. Merger Agreement Confirmed. Except as amended hereby, the Merger
Agreement is ratified and confirmed in all respects.
IN WITNESS WHEREOF, JPFI, RSI and Acquisition have caused this Agreement to
be signed by their respective officers thereunto duly authorized, all as of the
date first written above.
JP FOODSERVICE, INC.
By:/s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President and General
Counsel
XXXXXX-XXXXXX, INC.
By:/s/ Xxxx Xxx Xxxxxxxxxxxx
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Name: Xxxx Xxx Xxxxxxxxxxxx
Title: Chairman and Chief Executive Officer
XXXXXX ACQUISITION CORP.
By:/s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President and General
Counsel
[Amendment No. 1--Merger Agreement]
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