MIAMI COMPUTER SUPPLY CORPORATION
0000 XXXXXXXXX XXXXXXX XXXXX
XXXXXX, XXXX 00000
January 16, 1998
VIA FACSIMILE
X. Xxxxx Xxxxxx,
Xxxxx X. Xxxxxxx and
Xxx X. Xxxxxxx
Minnesota Western/Creative Office Products, Inc.
c/o Xxxxxxx X. Xxxxx
Xxxxxx Xxxxxx White & XxXxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Gentlemen:
This letter serves as an addendum and amendment to the Agreement and
Plan of Reorganization by and among Miami Computer Supply Corporation
("MCSC"), MCSC California Acquisition Corporation ("MCAC"), Minnesota
Western/Creative Office Products, Inc. ("Minnesota Western") and the
stockholders named therein (the "Stockholders") dated November 21, 1997 (the
"Agreement"). The Agreement is hereby amended in order to add as EXHIBIT F
the Agreement of Merger and Officers' Certificates which were filed with the
California Secretary of State on January 16, 1998. Copies of the Agreement
of Merger and Officers' Certificates are attached hereto as SCHEDULE A.
This change is being made in accordance with the wishes expressed in our
discussions. By signing below, you agree to this addendum to and amendment of
the Agreement.
Sincerely yours,
/s/ Xxxxxxx X. Xxxxxx
------------------------------
Xxxxxxx X. Xxxxxx
President
IN WITNESS WHEREOF, MCSC, MCAC, Minnesota Western and the Stockholders have
caused this amendment to the Agreement to be duly executed and delivered under
seal, by their respective authorized officers, on the date first above written.
SIGNATURES ON NEXT PAGE
Amendment to Agreement
January 15, 1998
Page 2
MIAMI COMPUTER SUPPLY CORPORATION
Witness: By: /s/ Xxxxxxx X. Xxxxxx
--------------------------- ---------------------------
Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx
Secretary President
MCSC CALIFORNIA ACQUISITION
CORPORATION
Witness: [ILLEGIBLE] By: /s/ Xxxxxxx X. Xxxxxx
--------------------------- ---------------------------
Xxxxxxx X. Xxxxxx
President
MINNESOTA WESTERN/CREATIVE OFFICE
PRODUCTS, INC.
Witness: [ILLEGIBLE] By: /s/ H. Xxxxx Xxxxxx
--------------------------- ---------------------------
H. Xxxxx Xxxxxx
President
STOCKHOLDERS
XX. XXXXXX
Witness: [ILLEGIBLE] By: /s/ H. Xxxxx Xxxxxx
--------------------------- ---------------------------
H. Xxxxx Xxxxxx
XX. XXXXXXX
Witness: [ILLEGIBLE] By: /s/ Xxx X. Xxxxxxx
--------------------------- ---------------------------
Xxx X. Xxxxxxx
XX. XXXXXXX
Witness: [ILLEGIBLE] By: /s/ Xxxxx X. Xxxxxxx
--------------------------- ---------------------------
Xxxxx X. Xxxxxxx
SIGNATURES CONTINUED ON NEXT PAGE
Amendment to Agreement
January 15, 1998
Page 3
THE XXXXXX TRUST
Witness: [ILLEGIBLE] By: /s/ H. Xxxxx Xxxxxx
--------------------------- ---------------------------
H. Xxxxx Xxxxxx,
Trustee
Witness: [ILLEGIBLE] By: /s/ Xxx X. Xxxxxx
--------------------------- ---------------------------
Xxx X. Xxxxxx,
Trustee
THE XXXXXXX TRUST
Witness: [ILLEGIBLE] By: /s/ Xxx X. Xxxxxxx
--------------------------- ---------------------------
Xxx X. Xxxxxxx
THE XXXXXXX TRUST
Witness: [ILLEGIBLE] By: /s/ Xxxxx X. Xxxxxxx
--------------------------- ---------------------------
Xxxxx X. Xxxxxxx,
Trustee
Witness: [ILLEGIBLE] By: /s/ Xxxxx X. Xxxxxxx
--------------------------- ---------------------------
Xxxxx X. Xxxxxxx,
Trustee
AGREEMENT OF MERGER
BETWEEN
MCSC CALIFORNIA ACQUISITION CORPORATION
AND
MINNESOTA WESTERN/CREATIVE OFFICE PRODUCTS, INC.
*********
AGREEMENT OF MERGER dated this 9 day of January, 1998, by and between MCSC,
California Acquisition Corporation, a California corporation, herein called the
surviving corporation, and Minnesota Western/Creative Office Products, Inc., a
California corporation, herein called the merging corporation.
WITNESSETH that:
WHEREAS, the parties to this Agreement, in consideration of the mutual
agreements of each corporation as set forth hereinafter, deem it advisable and
generally for the welfare of said corporation, that the merging corporation
merge into the surviving corporation under and pursuant to the terms and
conditions hereinafter set forth;
NOW THEREFORE, the corporations, parties to this Agreement, by and
between their respective boards of directors, in consideration of the mutual
covenants, agreements and provisions hereinafter contained do hereby agree
upon and prescribe the terms and conditions of said merger, the mode of
carrying them into effect and the manner and basis of converting the shares
of the constituent corporations into the shares of the surviving corporation,
as follows:
FIRST: The merging corporation shall be merged into the surviving
corporation.
SECOND: The articles of incorporation of the surviving corporation shall
be amended, upon the effective date of the merger, only to change the name of
the surviving corporation to "Minnesota Western, Inc.," as follows:
"Articles I of the Articles of Incorporation shall be deleted in its
entirety and replaced with the following:
The name of the corporation is "Minnesota Western, Inc."
-1-
THIRD: The terms and conditions of the merger are as follows:
The directors and officers of the surviving corporation on the effective
date of this merger, shall continue to be the directors and officers of the
surviving corporation.
Upon the merger becoming effective, the separate existence of the
merging corporation shall cease and all property, rights, privileges,
franchises, patents, trade-marks, licenses, registrations and other assets of
every kind and description of the merged corporation shall be transferred to,
vested in and devolve upon the surviving corporation without further act or
deed and all property, rights, and every other interest of the surviving
corporation and the merged corporation, shall be as effectively the property
of the surviving corporation as they were of the surviving corporation and
the merged corporation respectively. The merged corporation hereby agrees,
from time to time, as and when requested by the surviving corporation or by
its successors or assigns, to execute and deliver or cause to be executed and
delivered all such deeds and instruments and to take or cause to be taken
such further or other action as the surviving corporation may deem necessary
or desirable in order to vest in and confirm to the surviving corporation
title to and possession of any property of the merged corporation acquired or
to be acquired by reason of or as a result of the merger herein provided for
and otherwise to carry out the intent and purpose hereof and the proper
officers and directors of the merged corporation and the proper officers and
directors of the surviving corporation are fully authorized in the name of
the merged corporation or otherwise to take any and all such action.
All rights of creditors and all liens upon the property of either of said
corporations shall be preserved unimpaired, and all debts, liabilities and
duties of the merged corporation shall thenceforth attach to the surviving
corporation and may be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it.
FOURTH: At the effective time (as defined in paragraph FIFTH hereof)
automatically by virtue of the merger and without any action on the part of any
stockholder of the merger corporation:
(a) each share of the common stock, no par value per share, of
the surviving corporation issued and outstanding immediately prior to the
effective time shall be unchanged and shall remain issued and outstanding and
owned beneficially and of record by its sole stockholder; and
(b) all of the issued and outstanding shares of the common
stock, $10.00 per value per share of the merging corporation issued and
outstanding immediately prior to the Effective Time shall be exchanged for cash
(the "Cash Portion") in the amount of twelve million dollars ($12,000,000.00)
and 881,703 shares of common stock, no par value per share, of Miami Computer
Supply Corporation, the parent of the surviving corporation ("MCSC") (or, on a
pro-rated basis, each issued and outstanding share of the merging
-2-
corporation shall be converted into $11,428.571 plus 839.71714 shares of MCSC
common stock).
FIFTH: This Agreement of Merger shall become effective on January 16,
1998.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Merger
to be executed by their respective officers thereunto duly authorized on this 9
day of January, 1998.
MCSC CALIFORNIA ACQUISITION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx, President
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx, Secretary
MINNESOTA WESTERN/CREATIVE OFFICE
PRODUCTS, INC.
By: /s/ H. Xxxxx Xxxxxx
--------------------------------
H. Xxxxx Xxxxxx, President
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Xxxxx X. Xxxxxxx, Secretary
(*Names and titles of persons signing document must be typed under signatures.)
-3-
CERTIFICATE OF APPROVAL
OF
MCSC CALIFORNIA ACQUISITION CORPORATION,
A CALIFORNIA CORPORATION
Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxx certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of the above-named corporation (this "Corporation").
2. This certificate is attached to the Agreement of Merger dated as of
December 23, 1997, providing for the merger Minnesota Western/Creative Office
Products, Inc., a California corporation with and into this Corporation.
3. The Agreement of Merger in the form attached has been approved by the
board of directors of this Corporation.
4. The principal terms of the Agreement of Merger in the form attached
were approved by this Corporation by the vote of a number of shares of each
class which equaled or exceeded the vote required, such classes, the total
number of outstanding shares of each class entitled to vote on the merger and
the percentage vote required of each class being as follows:
Name of Class Total Number of Outstanding Percentage
------------- Shares entitled to vote vote
----------------------- required
--------
Common Stock, 1,000 51%
no par value
No vote of the shareholders of the Corporation's parent corporation were
required.
The undersigned, Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxx, the President
and Secretary, respectively, of MCSC California Acquisition Corporation, each
declares under penalty of perjury that the matters set out in the foregoing
Certificate are true of his own knowledge.
Executed at Dayton, Ohio on January 9, 1998.
/s/ Xxxxxxx X. Xxxxxx
------------------------------
Xxxxxxx X. Xxxxxx
President
/s/ Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
Secretary
CERTIFICATE OF APPROVAL
OF
MINNESOTA WESTERN/CREATIVE OFFICE PRODUCTS, INC.
A CALIFORNIA CORPORATION
H. Xxxxx Xxxxxx and Xxxxx X. Xxxxxxx certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of the above-named corporation (this "Corporation").
2. This certificate is attached to the Agreement of Merger dated as of
January__, 1998, providing for the merger of this Corporation with MCSC
California Acquisition Corporation.
3. The Agreement of Merger in the form attached has been approved by the
board of directors of this Corporation.
4. The principal terms of the Agreement of Merger in the form attached
were approved by this Corporation by the vote of a number of shares of each
class which equaled or exceeded the vote required, such classes, the total
number of outstanding shares of each class entitled to vote on the merger and
the percentage vote required of each class being as follows:
Name of Class Total Number of Outstanding Percentage
------------- Shares entitled to vote vote
----------------------- required
--------
Common Stock, 1,050 51%
$10.00 par value
The undersigned, H. Xxxxx Xxxxxx and Xxxxx X. Xxxxxxx, the President and
Secretary, respectively, of Minnesota Western/Creative Office Products, Inc.,
each declares under penalty of perjury that the matters set out in the foregoing
Certificate are true of his own knowledge.
Executed at La Quinta (city), California on January 9, 1998.
/s/ H. Xxxxx Xxxxxx
------------------------------
H. Xxxxx Xxxxxx
President
/s/ Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx
Secretary
