Exhibit 2.2
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 dated as of April 6, 1998 between RCN CORPORATION, a
Delaware corporation ("RCN"), LME ACQUISITION CORPORATION, a New York
corporation (the "Merger Subsidiary"), and LANCIT MEDIA ENTERTAINMENT, LTD., a
New York corporation ("Lancit"), to AGREEMENT AND PLAN OF MERGER ("Merger
Agreement"), dated as of February 27, 1998, between RCN, Merger Subsidiary and
Lancit.
W I T N E S S E T H :
WHEREAS, RCN, Merger Subsidiary and Lancit entered into the Merger
Agreement on February 27, 1998; and
WHEREAS, RCN declared a one for one stock dividend (the "Stock
Dividend") on its common stock, par value $1.00 per share, on March 9, 1998
which was paid on April 3, 1998; and
WHEREAS, the parties hereto wish to amend the Merger Agreement to
correctly state the par value per share of the common stock of the Merger
Subsidiary and to adjust the formula for calculating the Stock Exchange Ratio
(as defined therein) in order to account for the Stock Dividend in accordance
with Section 1.05(d) of the Merger Agreement;
NOW, THEREFORE, the parties hereto hereby amend the Merger Agreement
as follows:
1. The reference to "$.01" as the par value per share of the
common stock of the Merger Subsidiary in Section 1.04 shall be deleted and
replaced with "$1.00";
2. The references to "$58" in Section 1.05(a) shall be deleted
and replaced with references to "$29";
3. The references to "$48" in Section 1.05(a) shall be deleted
and replaced with references to "$24";
4. This Amendment shall be in all respects governed by and
construed in accordance with the laws of the State of New York;
5. This Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument;
6. Except as expressly amended by this Amendment, the Merger
Agreement will remain in full force and effect; and
7. Capitalized terms used in this Amendment and not otherwise
defined herein are used herein as defined in the Merger Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first set forth above.
LANCIT MEDIA ENTERTAINMENT, LTD.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx
Chairman of the Board and Chief
Executive Officer
RCN CORPORATION
By: /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
Title: Executive Vice President
LME ACQUISITION CORPORATION
By: /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
Title: Executive Vice President
