EXHIBIT 2
Amendment to the Agreement
dated August 19, 2002
This Amendment ("Amendment") to the Agreement dated as of August 19, 2002
("Agreement"), is made as of December 26, 2002 by and among the Company and the
Stockholders. All capitalized terms herein shall have the meaning set forth in
the Agreement.
WHEREAS, the Company and its directors as of August 19, 2002 are defendants in a
certain lawsuit filed in Delaware Chancery Court (C.A. No. 19899) relating to
the Offer ("Litigation"); and
WHEREAS, the trial of such Litigation is set to commence on January 6, 2003
("Trial"); and
Whereas, as an inducement to enter into this Amendment, the Company hereby
represents to the Stockholders that the plaintiff's counsel has confirmed to
counsel for the Special Committee that the Trial will be postponed until after
the date of a special meeting of the Company's Class A stockholders relating to
the Offer;
NOW, THEREFORE, the Company and the Stockholders agree as follows:
1. A new Section 1 (d) is hereby added to the Agreement which reads as
follows:
"The Company agrees to call a special meeting of the Class A
stockholders as soon as reasonably practicable for the purpose of obtaining
approval by the Class A stockholders of the Offer by the affirmative vote of a
majority of the Class A shares present or represented by proxy at the meeting
(excluding Class A shares held by the Stockholders) and to use its best efforts
to obtain such affirmative vote through all available means of proxy
solicitation, including the use of a proxy statement in which the Special
Committee of the Board of Directors recommends to such Class A stockholders to
vote for the approval of the Offer; provided, however, that the Board of
Directors of the Company shall not be required to call, or to hold, such meeting
and the Special Committee shall be permitted to withdraw, modify or propose to
withdraw or modify such recommendation if the Board of Directors of the Company
(in the case of a failure to call and/or hold such special meeting) or the
Special Committee (in the case of a withdrawal, modification, or proposed
modification of its recommendation) shall determine in good faith, after
consulting with its outside counsel and financial advisor, that such action is
consistent with the fiduciary duties of the directors to the Company's Class A
stockholders under applicable law.."
2. The phrase "Except for the Litigation," is hereby added to the beginning of
Sections 3(d) and 4(d) of the Agreement.
3. A new sentence is hereby added to Section 6 (b) of the Agreement which
reads as follows:
"In addition, the obligation of each Stockholder under this Agreement
shall be subject to the further conditions that (a) the Company shall have
received the approval of the Offer at the special meeting of Class A
stockholders referred to in Section 1(d) herein, (b) that the Company shall have
obtained the Supplemental Ruling, (c) the Company shall not have failed or
declined to call or hold such special meeting and (d) the Special Committee
shall not have withdrawn or modified or proposed to withdraw or modify its
recommendation that the Class A stockholders vote for the approval of the Offer.
The conditions referred to herein are for the Stockholders' sole benefit and may
be asserted by the Stockholders regardless of the circumstances giving rise to
any condition, and may be waived by the Stockholders, in whole or in part, at
any time and from time to time in the Stockholders sole discretion."
4. A new subparagraph (f) is hereby added to Exhibit B of the Agreement which
reads as follows:
"The Company shall not have received the approval of the Offer at the
special meeting of the Company's Class A stockholders referred to in new Section
1(d) herein."
5. Section 7 (a) (iii) of the Agreement is hereby amended in its entirety to
read as follows:
" By the Trusts if any one of the conditions set forth in Section 6
(b) shall not have been satisfied, and shall not have been waived by the Trusts;
or"
6. Section 7 (a) (iv) of the Agreement is hereby amended in its entirety to
read as follows:
"By the Company or the Trusts if the Offer has not been completed by
the Company on or prior to May 31, 2003 (the "End Date")".
7. Subparagraph (c) of Exhibit B of the Agreement is hereby amended in its
entirety to read as follows:
"There has been a statute, rule, regulation, executive order, decree,
temporary restraining order, preliminary or permanent injunction or other order
issued by any court of competent jurisdiction or other governmental entity or
other legal restraint or prohibition which directly or indirectly restrains or
prohibits the Offer, the acceptance for payment of, or payment for, any of the
shares of the Company; provided, however, that the Company shall use reasonable
efforts to prevent the entry of any such judgment, injunction or other order and
to appeal as promptly as possible any judgment, injunction or other order that
may be entered."
8. A new sentence is hereby added to Section 7(c) of the Agreement which reads
as follows:
"In the event that the Board of Directors of the Company shall fail or
decline to call a special meeting of the Class A stockholders or the Special
Committee shall withdraw or modify or propose to withdraw or modify its
recommendation as contemplated by the proviso set forth in Section 1 (d) of the
Agreement, then, in either such event, the Company shall pay the Stockholders
(in proportion to the number of shares of Class B Stock held by each as
described on Exhibit A hereto) within five (5) business days after such event a
fee of U.S. $150,000 in the aggregate, which amount shall be payable in
immediately available funds."
This Amendment is hereby executed by the Company and the Stockholders as of
December 26, 2002.
METHODE ELECTRONICS, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
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Title: President
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STOCKHOLDERS
Marital Trust No. 1 and Marital Trust No. 2
Created under the Xxxxxxx X. XxXxxxxx Trust
By: Bank One, as successor co-trustee of
Marital Trust No 1 and Marital Trust No. 2
created under the Xxxxxxx X. XxXxxxxx Trust
By: /s/ Xxxx Xxxxx
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Its: Vice President and Trust Officer
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By: /s/ Xxxx X. XxXxxxxx
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Xxxx X. XxXxxxxx, as co-trustee of
Marital Trust No 1 and Marital Trust No. 2
Created under the Xxxxxxx X. XxXxxxxx Trust
/s/ Xxxx X. XxXxxxxx
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Xxxx X. XxXxxxxx
/s/ Xxxxxxxx X. XxXxxxxx
-------------------------------------------------------------
Xxxxxxxx X. XxXxxxxx
/s/ Xxxxx X. XxXxxxxx
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Xxxxx X. XxXxxxxx
/s/ Xxxxxx X. XxXxxxxx
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Xxxxxx X. XxXxxxxx
