Exhibit 2.4
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 (the "Amendment"), dated as of December 7, 2000, by and
among Xxxxx-Craft Industries, Inc., a Delaware corporation (the "Company"), The
News Corporation Limited, a South Australian corporation ("Buyer"), and News
Publishing Australia Limited, a Delaware corporation and subsidiary of Buyer
("Acquisition Sub"), to the Agreement and Plan of Merger (the "Agreement"),
dated as of August 13, 2000, by and among the Company, Buyer, Acquisition Sub
and Fox Television Holdings, Inc., a Delaware corporation (but solely as to
Section 6.3 and Section 6.20 of the Agreement). Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them in the
Agreement.
Whereas, the parties hereto desire to enter into this Amendment so as to
make certain modifications to the Agreement;
Whereas, the Company, Buyer and Acquisition Sub have approved this Amendment
and deem it advisable and in the best interests of their respective companies,
stockholders and shareholders to enter into this Amendment;
NOW, THEREFORE, for good and valuable consideration and in consideration of
the respective representations, warranties, covenants and agreements set forth
in the Agreement, the parties agree as follows:
ARTICLE I
Amendment
Section 1.1 Amendment.
(a) Section 3.4 of the Agreement is hereby amended by deleting the
parenthetical phrase in the second sentence thereof in its entirety and
replacing it with the following language:
"(other than, with respect to the Merger, the adoption of this
Agreement by the affirmative vote of a majority of the votes entitled
to be cast by stockholders (including the holders of the Convertible
Preferred Stock) at the Stockholders' Meeting (as defined in Section
6.2 hereof), voting together as a single class, and the adoption of
this Agreement by the affirmative vote of a majority of the votes
entitled to be cast by holders of the Convertible Preferred Stock at
the Stockholders' Meeting, voting as a separate class (after giving
effect to the redemption of the Prior Preferred Stock required pursuant
to Section 5.2 hereof))".
(b) Section 3.19 of the Agreement is hereby amended by deleting the text of
such Section in its entirety and replacing it with the following language:
"At the Stockholders' Meeting, the affirmative vote of a majority of
the votes entitled to be cast by stockholders (including the holders of
the Convertible Preferred Stock) at the Stockholders' Meeting, voting
together as a single class, and the affirmative vote of a majority of
the votes entitled to be cast by holders of the Convertible Preferred
Stock at the Stockholders' Meeting, voting as a separate class, are the
only votes of the holders of any class or series of capital stock of
the Company necessary to adopt this Agreement, after giving effect to
the redemption of the Prior Preferred Stock required pursuant to
Section 5.2 hereof."
(c) Section 7.1(a) of the Agreement is hereby amended by deleting the text
of such sub-Section in its entirety and replacing it with the following
language:
"this Agreement shall have been adopted by the affirmative vote of a
majority of the votes entitled to be cast by stockholders (including
the holders of the Convertible Preferred Stock) at the
Stockholders' Meeting, voting together as a single class, and the
affirmative vote of a majority of the votes entitled to be cast by
holders of the Convertible Preferred Stock at the Stockholders'
Meeting, voting as a separate class (after giving effect to the
redemption of the Prior Preferred Stock required pursuant to Section
5.2 hereof);".
(d) Section 1.2(g) of the Agreement is hereby amended by inserting the word
"potentially" between the words "are" and "Dissenting" in the second line of
clause (xii) thereof and by inserting the words "(other than Dissenting
Shares)" immediately after the words "Partial Cash Election Shares" in clauses
(i), (ii), (viii) and (xi) thereof.
(e) Section 1.4 of the Agreement is hereby amended (i) by inserting the
phrase "(other than Dissenting Shares)" as follows: immediately after the words
"(the "All Cash Election Shares")" in the second line of paragraph (b) thereof;
immediately after the words "All Cash Election Shares" in the fourteenth line
of paragraph (b) thereof and in both the tenth and thirteenth lines of
paragraph (d) thereof; immediately after the words "Stock Election Shares" in
both the first and tenth lines of paragraph (c) thereof and in the thirteenth
line of paragraph (d) thereof; and immediately after the words "Partial Cash
Elections" in the seventh line of paragraph (a) thereof, (ii) by deleting the
words "Partial Election Shares" in paragraph (e) thereof and replacing them
with the words "Partial Cash Election Shares (other than Dissenting Shares)"
and (iii) by deleting the word "Exchangeable" in paragraph (d) thereof and
replacing it with the word "Exchanged".
(f) Section 1.9 of the Agreement is hereby amended by deleting the words
"Section 1.2" in the first line thereof and replacing them with the words
"Sections 1.2 and 1.4".
ARTICLE II
Miscellaneous
Section 2.1 Counterparts. This Amendment may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
and delivered shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.
Section 2.2 Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware.
In Witness Whereof, the Company, Buyer and Acquisition Sub have caused this
Amendment to be signed by their respective officers thereunto duly authorized
as of the date first written above.
The News Corporation Limited
/s/ Xxxxxx X. Xxxxxxx
By: _________________________________
Name:Xxxxxx X. Xxxxxxx
Title:Director
Xxxxx-Craft Industries, Inc.
/s/ Xxxxx X. Xxxxx
By: _________________________________
Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
General Counsel
News Publishing Australia Limited
/s/ Xxxxx Xxxxxxxxx
By: _________________________________
Name:Xxxxx Xxxxxxxxx
Title:Vice President
