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Exhibit 2.3.1
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER is dated as of
October 9, 1996 and is by and among Unison HealthCare Corporation, a Delaware
corporation ("Parent"), Xxxxxxx Care, Inc., a Colorado corporation ("Xxxxxxx
Care"), Xxxxx X. Xxxxxxx, an individual resident in Colorado ("Xx. Xxxxxxx") and
Xxxx X. Xxxxxxxx, an individual resident in Colorado ("Xx. Xxxxxxxx"), and
relates to the Agreement and Plan of Merger dated as of August 2, 1996 by and
among Parent, Xxxxxxx Care, Xx. Xxxxxxx and Xx. Xxxxxxxx (the "Agreement").
Capitalized terms not defined herein shall have the meanings set forth in the
Agreement.
WHEREAS, as provided for in Sections 7.13 and 8.7 of the Agreement,
Parent, Xxxxxxx Care, Xx. Xxxxxxx and Xx. Xxxxxxxx initially anticipated that
Parent would enter into a definitive agreement to acquire the assets and
business of RehabWest, Inc. for an aggregate purchase price of $5,500,000 as a
condition to Closing; and
WHEREAS, Parent will actually enter into a definitive agreement to
acquire the assets and business of RehabWest, Inc. for an aggregate purchase
price of $5,350,000; and
WHEREAS, pursuant to Section 11.9 of the Agreement, Parent, Xxxxxxx
Care, Xx. Xxxxxxx and Xx. Xxxxxxxx desire to amend the Agreement to reflect the
revised purchase price for RehabWest, Inc.
NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
Section 1. Section 7.13 of the Agreement is amended by replacing the
term "$5,500,000" with the term "$5,350,000."
Section 2. Section 8.7 of the Agreement is amended by replacing the
term "$5,500,000" with the term "$5,350,000."
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IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 to Agreement and Plan of Merger as of the date first written
above.
UNISON HEALTHCARE CORPORATION
By: /S/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Executive Vice President
XXXXXXX CARE, INC.
By: /S/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
President
XXXXX X. XXXXXXX
/S/ Xxxxx X. Xxxxxxx
------------------------------
XXXX X. XXXXXXXX
/S/ Xxxx X. Xxxxxxxx
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POST-EFFECTIVE AMENDMENT NO. 2
DATED AS OF MARCH 17, 1997
TO
AGREEMENT AND PLAN OF MERGER
AMONG
UNISON HEALTHCARE CORPORATION
SIGNATURE HEALTHCARE CORPORATION
XXXXX X. XXXXXXX
AND
XXXX X. XXXXXXXX
DATED AS OF AUGUST 2, 1996
Background
The parties have entered into that certain Agreement and Plan of Merge
dated as of August 2, 1996 (the "Original Agreement") pursuant to which
Signature HealthCare Corporation merged with and into a wholly-owned subsidiary
of Unison HealthCare Corporation on or about October 31, 1996. Pursuant to the
Original Agreement, the parties provided structured the transaction in a manner
intended to qualify as a tax-free reorganization for purposes of the Internal
Revenue Code. However, because the financial results of Signature were not and
could not be known with certainty at the time of the merger, the Original
Agreement provided that the Equity Adjustment Amount would be determined and
would be paid to the party or parties entitled thereto pursuant to the Equity
Adjustment Procedure, all as more fully described in Sections 2.9 and 2.10 of
the Original Agreement.
The parties have now determined that the Equity Adjustment Amount for
Signature is $1,457,802. Of this amount, the parties intend that $684,400 shall
be paid in the form of Parent Shares (valued at $2.875 per share) and the
balance shall be paid by delivery of one or more promissory notes in
substantially the form of Exhibit X hereto. To accomplish the foregoing intent,
the parties agree as set forth below.
Agreement
1. Equity Adjustment Amount. The parties hereby agree
that the Equity Adjustment Amount is $1,457,802.
2. Amendment to Section 2.5(a), The parties hereby agree that
Section 2.5(a) of the Original Agreement shall be amended to
read as follows:
"(a) Each Share shall, by virtue of the Merger and without any
action on the part of
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Newco, the Company or the holder thereof, be converted into:
(i) that number of Parent Shares determined by
determining (i) the sum of (a) 1,509,434 Parent
Shares (valued at $13.25 per share) plus (b) the
number of Parent Shares determined by dividing
$684,400 of the Equity Adjustment Amount payable by
Parent pursuant to Sections 2.9 and 2.10 by $2.875;
and then dividing such sum by the number of Shares
(the "Per Share Conversion Amount").
Plus
(ii) an amount of cash (the "Per Share Cash
Amount") determined by dividing
(A) $10,200,000 minus the aggregate Spread
on employee options retired by the Company
after the date hereof and prior to the
Effective Time (such excess being referred
to herein as the "Base Amount"), by
(B) the number of Shares.
Plus
(iii) $773,402 of the Equity Adjustment Amount
divided by the number of Shares, payable by delivery
of promissory notes to each of Messrs. Xxxxxxx and
Xxxxxxxx, in substantially the form of Exhibit X.
3. Amendment to Section 2.10(b). The parties hereby agree that
the second sentence of Section 2.10(b) shall be deleted.
4. Ratification of Original Agreement. The Original Agreement, as
xxxxxx hereby, is hereby ratified and affirmed in all other
respects.
IN WITNESS WHEREOF, and pursuant to Section 11.8 of the Original
Agreement, the parties have executed this Amendment No.
2 as of the 17th day of March, 1997.
UNISON HEALTHCARE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxxx
Title: EVP/COO
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SIGNATURE HEALTHCARE
CORPORATION
By: /s/ Xxxxx Xxxxxxx
-------------------------
Name: Xxxxx Xxxxxxx
Title: President
XXXXX X. XXXXXXX
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Personally
XXXX X. XXXXXXXX
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Personally
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