EXHIBIT (2)
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of March 7, 1997
(this "First Amendment"), among SCOTSMAN INDUSTRIES, INC., a Delaware
corporation ("Parent"), K ACQUISITION CORP., a Michigan corporation and an
indirect wholly owned subsidiary of Parent ("Sub"), and XXXXX INDUSTRIAL
CORPORATION, a Michigan corporation (the "Company").
W I T N E S S E T H:
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WHEREAS, Parent, Sub and the Company have entered into the Agreement and
Plan of Merger, dated as of February 2, 1997 (the "Merger Agreement"), providing
for the merger of Sub and the Company upon the terms and subject to the
conditions contained therein; and
WHEREAS, Parent, Sub and the Company desire to amend the Merger Agreement
in certain respects in accordance with Section 9.3 thereof.
NOW, THEREFORE, in consideration of the premises and of the agreements
herein contained, the parties hereto agree as follows:
1. Section 2.5(a) of the Merger Agreement is hereby amended by deleting the
reference therein to "Sub" and substituting therefor a reference to "the
Company".
2. The Merger Agreement, as amended by this First Amendment, shall remain
in full force and effect in accordance with its terms. This First Amendment may
be executed in one or more counterparts.
IN WITNESS WHEREOF, Parent, Sub and the Company have caused this First
Amendment to be signed by their respective officers thereunto duly authorized
all as of the date first written above.
SCOTSMAN INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President-Finance
and Secretary
Attest:
/s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman, President
and Chief Executive Officer
K ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President-Finance
and Secretary
Attest:
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman, President
and Chief Executive Officer
XXXXX INDUSTRIAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman and
Chief Executive Officer
Attest:
/s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President, General Counsel
and Secretary
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