Exhibit 2.2
Amendment No. 1
to
Agreement and Plan of Merger
by and among
Cintas Corporation,
Cintas Image Acquisition Company
and
Unitog Company
Dated January 9, 1999
In consideration of the premises, the parties amend the Agreement in the
following respects.
1. A new Section 11.15 is added and reads as follows:
11.15 Drop Down. The parties acknowledge that, after the Xxxxx, Parent
will drop its stock ownership of the Company down to its subsidiary, Cintas
Executive Services, Inc., pursuant to Code Section 368(a)(2)(C).
2. The persons to be identified as affiliates pursuant to Section 8.14 are:
All directors plus Messrs. Xxxxxxxx, Shoreman and Xxxxxx and the Xxxxxx X. Xxxx
Group, Inc.
3. Exhibit 8.14 is amended to read in the form of the attached Amended
Exhibit 8.14.
4. Section 11.6 is amended by adding the following paragraph:
If the Closing occurs prior to April 1, 1999, Parent agrees
to publish such 30 days combined operating results covering the
month of April 1999 by May 17, 1999. Parent shall notify its
transfer agent at the time of Closing that any and all legends on
stock certificates issued pursuant to the Merger shall be removed
at the option of the holder of the certificate at any time after
publication of such results.
5. In all other respects, the Agreement is confirmed and ratified.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers this 23rd day of March,
1999.
UNITOG COMPANY
BY:/s/ Xxxxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Chairman, President and
Chief Executive Officer
CINTAS CORPORATION
BY:/s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
CINTAS IMAGE ACQUISITION COMPANY
BY:/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
