Exhibit 99.2
AMENDMENT NO. 1 TO AGREEMENT
AND PLAN OF REORGANIZATION
This Amendment No. 1 (this "Amendment") to the Agreement and Plan of
Reorganization dated as of February 17, 1998 (the "Agreement"), among Central
Garden & Pet Company, a Delaware corporation ("Central"), PS Sub., Inc., a
Delaware corporation and a wholly-owned subsidiary of Central ("Merger Sub"),
Xxxxxxxxxx Seed, Inc., a Georgia corporation (the "Company"), and the persons
and entities who own all of the stock of the Company ("Stockholders") is dated
as of February 27, 1998.
NOW, THEREFORE, in consideration of the agreements hereinafter set
forth the parties hereto agree as follows:
1. Definitions. Capitalized terms used in this Amendment, unless
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specifically defined herein, have the meanings given to them in the Agreement.
2. Amendments. Notwithstanding anything to the contrary contained in
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the Agreement, the parties hereby agree to the following amendments to the
Agreement:
2.1 Section 3.05(c) shall be deleted in its entirety.
2.2 Section 9.10 is hereby amended by adding the following at the
end of paragraph (a):
"Central will deliver to the Stockholders shares ("Restricted Shares")
of Central Common Stock which have not been registered under the
Securities Act in satisfaction of its obligation to deliver Central
Common Stock pursuant to Section 9.10 of the Agreement."
2.3 Section 4.02 shall be amended by adding the following:
"(f) Secondary Shelf. Within seven days of the Effective Time,
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Central will file a Shelf Registration Statement on Form S-3 with the
Securities and Exchange Commission (the "Registration Statement")
registering all of the Restricted Shares to facilitate the sale of the
Restricted Shares by the Stockholders in the secondary market. Central
will use its best efforts to keep the Registration Statement effective
until the expiration of 12 months from the Effective Time."
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2.4 Article II is hereby amended by adding the following:
"2.04 Securities Act: The Stockholders each acknowledge and
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understand that the offering and sale of the Restricted Shares
pursuant to the Merger are intended to be exempt from registration
under the Securities Act by virtue of Section 4(2) thereof and the
provisions of Regulation D promulgated thereunder and, therefore,
cannot be resold unless they are registered under the Securities Act
or unless an exemption from registration is available.
2.05 Investment Representation. The Stockholders are acquiring the
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Restricted Shares to be issued in the Merger for investment purposes
and not with a view to distribution and have been afforded an
opportunity to review the annual reports, proxy statements and reports
on Forms 8-K, 10-K and 10-Q of Central filed under the Exchange Act
since January 1, 1997.
2.06 Plan or Intention. There is no plan or intention by the
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Stockholders to sell, exchange or otherwise dispose of the Restricted
Shares received by them in the transactions contemplated hereby.
2.07 Financial Ability. Such Stockholder has the financial ability
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to bear the economic risk for this investment, has adequate means for
providing for its current needs and contingencies and has no need for
liquidity with respect to the investment in such Restricted Shares.
2.08 Accredited Investor. Such Stockholder is an "accredited
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investor" as that term is defined in Rule 501(a) of Regulation D under
the Securities Act.
2.09 Knowledge and Experience. Such Stockholder has such knowledge
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and experience in financial and business matters as to be capable of
evaluating the merits and risks of an acquisition of such Restricted
Shares and of making an informed investment decision with respect
thereto."
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2.5 Section 4.02(e) is hereby deleted in its entirety and amended
to read as follows:
"Form 8-K. Following the Closing, Central shall file a Form 8-K under
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the Exchange Act with the SEC in compliance with the Securities Act
and the Exchange Act and the rules and regulations promulgated
thereunder."
XXXXXXXXXX SEED, INC.
By: /s/ Xxxxxx Xxxxxxxxxx III
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Xxxxxx Xxxxxxxxxx III
President
CENTRAL GARDEN & PET COMPANY
By: /s/ Xxxxxx X. Xxxxx
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PS SUB, INC
By: /s/ Xxxxxx X. Xxxxx
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THE SHAREHOLDERS
Xxxxxxxxxx Partners, L.P.
By: Xxxxxxxxxx Management Company LLC
as General Partner
By: /s/ Xxxxxx Xxxxxxxxxx III
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Xxxxxx Xxxxxxxxxx III
President
/s/ Xxxxxx Xxxxxxxxxx III
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Xxxxxx X. Xxxxxxxxxx III, Trustee under the Trust
Agreement of Xxxxxxxxx X. Xxxxxxxxxx dated
January 29, 1998
/s/ Xxxxxx Xxxxxxxxxx III
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Xxxxxx Xxxxxxxxxx III
Xxxxx X'Xxxxxxxxx
By: *
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Name:
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Xxxxxx Xxxxxxxxxx
By: *
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Name:
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W. Xxx Xxxxxxxxxx
By: *
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Name:
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Xxx X'Xxxxxxxxx, Xx. (Deceased)
By: *
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Name:
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Xxxxxxxxx Xxxxxxxxxx, a minor
By: *
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Name:
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W. Xxx Xxxxxxxxxx, Xx., a minor
By: *
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Name:
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Xxxxxx Xxxxxxxxxx XX, a minor
By: *
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Name:
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Xxxxxxxxx X. X'Xxxxxxxxx, a minor
By: *
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Name:
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Xxx X'Xxxxxxxxx, III, a minor
By: *
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Name:
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Xxxxxx Xxxxxxxxxx, Jr., a minor
By: *
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Name:
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Xxxx Xxxxxx Xxxxxxxxxx, a minor
By: *
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Name:
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Xxxxxxxx Xxxxxxxxxx
By: *
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Name:
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*By: /s/ Xxxxxx Xxxxxxxxxx III
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Xxxxxx Xxxxxxxxxx III, as Attorney-in-Fact
pursuant to Section 11.01 of the Agreement
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