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Exhibit 10.11
AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
BY AND AMONG RALCORP HOLDINGS, INC.,
GENERAL XXXXX, INC. AND GENERAL XXXXX MISSOURI, INC.
This Amendment to Agreement and Plan of Merger is dated as of October 25,
1996 by and among Ralcorp Holdings, Inc., a Missouri corporation (the
"Company"), General Xxxxx, Inc., a Delaware corporation (the "Acquiror"),
and General Xxxxx Missouri, Inc., a Missouri corporation and a wholly-owned
subsidiary of Acquiror ("Merger Sub").
WHEREAS, the parties hereto are parties to an Agreement and Plan of
Merger dated as of August 13, 1996 (the "Merger Agreement");
WHEREAS, pursuant and subject to the terms and conditions of the
Merger Agreement and the Reorganization Agreement attached thereto as Exhibit
A (the "Reorganization Agreement"), which will be entered into prior to the
effective time of the merger contemplated thereby, the parties hereto have
agreed to consummate the following transactions: (a) certain of the assets
and liabilities of the branded cereals and branded snacks business (the
"Branded Business") currently operated by the Company's wholly-owned
subsidiary, Xxxxxxx Foods, Inc. ("Foods"), will be contributed by Foods to
a newly-formed subsidiary (the "Branded Subsidiary"); (b) all the stock of
the Branded Subsidiary will be distributed by Foods to the Company; (c) all
of the shares of capital stock of a Missouri corporation to be formed as a
wholly-owned subsidiary of the Company and the parent of Foods ("New Holdings")
will be distributed on a pro rata basis to the Company's stockholders; and
(d) Merger Sub will be merged into the Company, with the Company as the
surviving corporation; and
WHEREAS, the parties desire to amend the Merger Agreement and the exhibits
thereto (the "Transaction Documents") to reflect the following revised version
of the transactions recited above: (a) the Company will form a wholly-owned
Missouri subsidiary ("New Ralcorp"), into which Foods will be merged (the
"Internal Merger"), with New Ralcorp as the surviving corporation; (b) the
Branded Business will be contributed by New Ralcorp (as successor to Foods) to
the Branded Subsidiary (the "Branded Contribution"); (c) all the stock of the
Branded Subsidiary will be distributed by New Ralcorp to the Company; (d) all
of the shares of the capital stock of New Ralcorp will be distributed on a
pro rata basis to the Company's stockholders; and (d) Merger Sub will be merged
into the Company, with the Company as the surviving corporation; and
WHEREAS, these revisions are structural only and are not intended to
affect the substantive rights or obligations of the parties to the Merger
Agreement and the related agreements.
NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in the Merger Agreement and this Amendment,
the parties hereto agree as follows:
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1. Section 2.1 of the Reorganization Agreement is hereby amended in its
entirety as follows:
2.1 INTERNAL MERGER; SPINOFF TO RALCORP. Prior to the transactions
contemplated by Article III, Ralcorp shall merge Foods into New Ralcorp
with New Ralcorp surviving the Internal Merger. After the Internal Merger
and the transactions contemplated by Article III but prior to the
Distribution Date, New Ralcorp shall distribute all of the issued and
outstanding shares of capital stock of the Branded Subsidiary to Ralcorp.
2. The parties acknowledge and agree that the Internal Merger will occur
prior to the Branded Contribution. The parties further acknowledge and agree
that New Ralcorp will take the place of New Holdings and, after the Internal
Merger, Foods in the transactions contemplated by the Merger Agreement and the
Ancillary Agreements (as defined in the Reorganization Agreement). Accordingly,
the parties hereby agree that each of the Merger Agreement and the Ancillary
Agreements is hereby amended to (a) substitute New Ralcorp for New Holdings in
each instance, and (b) substitute New Ralcorp for Foods in each instance to the
extent the context refers to Foods after the Internal Merger.
3. The parties agree that, prior to their execution, the Ancillary
Agreements will be revised to reflect the foregoing amendments and will be
executed and delivered, as so revised, at the Closing.
4. Except as expressly amended hereby, the Merger Agreement shall remain
in full force and effect.
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IN WITNESS WHEREOF, Acquiror, Merger Sub and the Company have caused
this Agreement to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.
GENERAL XXXXX, INC.
By: /s/ X.X. Xxxxx
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Name: X.X. Xxxxx
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Title: Vice President
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GENERAL XXXXX MISSOURI, INC.
By: /s/ X.X. Xxxxx
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Name: X.X. Xxxxx
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Title: Vice President
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RALCORP HOLDINGS, INC.
By: /s/ J.R. Xxxxxxxxxx
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Name: J.R. Michelletto
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Title: Chief Executive Officer
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and President
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