SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
BY AND AMONG RALCORP HOLDINGS, INC.,
GENERAL XXXXX, INC. AND GENERAL XXXXX MISSOURI, INC.
This Second Amendment to Agreement and Plan of Merger is dated
as of January 29, 1997 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, as amended by that certain Amendment
to Agreement and Plan of Merger dated as of October 25, 1996 (the "Merger
Agreement");
WHEREAS, pursuant and subject to the terms and conditions of the
Merger Agreement, the Company has agreed to take all necessary action to
redeem the common stock purchase rights ("Rights") associated with the
Company Common Stock (as defined in the Merger Agreement) prior to the
Effective Time (as defined in the Merger Agreement);
WHEREAS, in order to avoid certain unnecessary administrative
burdens in connection with the redemption of the Rights, the parties desire
to amend the Merger Agreement to reflect that New Ralcorp Holdings, Inc., a
Missouri corporation and a wholly owned subsidiary of the Company ("New
Ralcorp") shall, prior to the Distribution (as defined in the Merger
Agreement), assume the obligation of the Company to pay the amount required
to be paid by the Company to the holders of the Rights to redeem the Rights,
to the extent such amount remains unpaid at the Effective Time (the "Rights
Payment");
WHEREAS, the parties also desire to clarify the sequential order
in which the transactions contemplated by the Merger Agreement and the
Reorganization Agreement (as defined in the Merger Agreement) shall occur on
the Closing Date (as defined in the Merger Agreement); and
WHEREAS, the parties also desire to amend Schedule 2.3 to the
Merger Agreement in the manner set forth hereinbelow.
NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements contained in the Merger Agreement and
this Second Amendment, the parties hereto agree as follows:
1. Prior to the Distribution, New Ralcorp shall assume the
obligation of the Company to make the Rights Payment to the holders of the
Rights entitled to receive payment therefor.
2. The parties acknowledge and agree that, upon such assumption
by NewRalcorp and notwithstanding the provisions of Section 2. l(b) of the
Merger Agreement to the contrary, the Rights Payment shall not be deducted
from the amount of $570,000,000 in arriving at the Conversion Number (as
defined in the Merger Agreement).
3. The parties also acknowledge and agree that the Rights
Payment shall in no way affect the calculation of the Closing Date Net Asset
Value (as defined in the Merger Agreement); it being hereby understood that
the Closing Date Balance Sheet (as defined in the Merger Agreement) shall not
include any accrual related to the Rights Payment.
4. The parties further acknowledge and agree that the
transactions contemplated by the Merger Agreement and the Reorganization
Agreement shall occur in the following sequential order on the Closing Date:
(i). Internal Merger (as defined in the Merger Agreement); then
(ii). Branded Contribution (as defined in the Merger Agreement); then
(iii).Internal Spinoff (as defined in the Merger Agreement); then
(iv). Distribution; then
(v). Redemption of Rights; and then
(vi). Merger (as defined in the Merger Agreement).
5. Schedule 2.3 to the Merger Agreement is hereby amended in its
entirety to read as set forth on Exhibit A attached hereto.
6. Except as expressly amended hereby, the Merger Agreement
shall remain in full force and effect.
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
Name: X. X. Xxxxx
Title: Vice President
GENERAL XXXXX MISSOURI, INC.
By: /s/ X. X. Xxxxx
Name: X. X. Xxxxx
Title: Vice President
RALCORP HOLDINGS, INC.
By: /s/ J. R. Xxxxxxxxxx
Name: J. R. Xxxxxxxxxx
Title: Chief Executive Officer and
President
THIRD AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
BY AND AMONG RALCORP HOLDINGS, INC.,
GENERAL XXXXX, INC. AND GENERAL XXXXX MISSOURI, INC.
This Third Amendment to Agreement and Plan of Merger is dated as
of January 31, 1997 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, as amended by that certain Amendment
to Agreement and Plan of Merger dated as of October 25, 1996 and as amended
by that certain Second Amendment to Agreement and Plan of Merger dated as of
January 29, 1997 (the "Merger Agreement");
WHEREAS, the parties desire to amend the Merger Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements contained in the Merger Agreement and
this Second Amendment, the parties hereto agree as follows:
1. Section 1.5(a) of the Merger Agreement is hereby amended by
deleting the words "Merger Sub" and substituting therefor the word "Company."
2. The parties hereto agree that at the Effective Time the 1,000
shares of common stock of Merger Sub owned by Acquiror (being all of the
issued and outstanding shares of Merger Sub) shall be cancelled and the
Surviving Corporation shall issue to Acquiror 1,000 shares of common stock in
replacement thereof
3. Acquiror hereby agrees to make all appropriate filings to
evidence the reduction in the stated capital of the Surviving Corporation as
a result of the Merger.
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
Name: X. X. Xxxxx
Title: Vice President
GENERAL XXXXX MISSOURI, INC.
By: /s/ X. X. Xxxxx
Name: X. X. Xxxxx
Title: Vice President
RALCORP HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President, General Counsel
and Secretary