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Exhibit 4.12
AMENDMENT NO. 2 TO SHAREHOLDERS' AGREEMENT
Amendment No. 2, dated as of June 20, 2002 (this "Amendment No. 2"),
to the Shareholders' Agreement, dated as of May 22, 1997 (as amended, the
"Shareholders' Agreement"), among Von Hoffmann Holdings Inc. (formerly named Von
Hoffmann Corporation, the "Company"), DLJ Merchant Banking Partners II, L.P. and
certain of its "affiliates" (as such term is defined in Rule 12b-2 under the
Securities Exchange of 1934, as amended (collectively, the "DLJMB Entities",
Robert A. Uhlenhop ("Uhlenhop"), the Management Shareholders listed on Annex A
thereto (individually, a "Management Shareholder", and collectively, the
"Management Shareholders"), and ZS VH II, L.P. ("ZS"). Capitalized terms used
herein but not defined shall have the meanings ascribed to such terms in the
Shareholders' Agreement, as amended.
W I T N E S S E T H
WHEREAS, the Company, the DLJMB Entities, Uhlenhop, the Management
Shareholders and ZS are parties to the Shareholders' Agreement; and
WHEREAS, the parties desire to amend certain provisions of the
Shareholders' Agreement so that the terms thereunder are made applicable to and
consistent with the terms of the Employment Agreement, dated as of December 20,
2001, as amended from time to time, entered into between the Company, Von
Hoffmann Corporation, a Delaware corporation and wholly owned subsidiary of the
Company, and Uhlenhop; and
WHEREAS, the parties have agreed to amend the Shareholders' Agreement
and to enter into this Amendment No. 2 upon the terms and subject to the
conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, the parties hereby agree as follows:
SECTION 1. AMENDMENTS TO SHAREHOLDERS' AGREEMENT. Subject to the
satisfaction of the conditions set forth in Section 2 hereof, the Shareholders'
Agreement is hereby amended as follows:
1.1 AMENDMENT TO SECTION 1.1.
(a) Section 1.1 of the Shareholders' Agreement is hereby
amended by adding thereto the following new definitions in the appropriate
alphabetical location:
"Special Agreement" means that certain Special Stock Option
Agreement, dated as of May 22, 1997 (as amended from time to time),
between the Company and Uhlenhop.
"Standard Agreement" means that certain Standard Stock Option
Agreement, dated as of May 22, 1997 (as amended from time to time),
between the Company and Uhlenhop.
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(b) The definitions of "Initial Ownership," "Shares" and
"Vested Options" are each hereby amended so that references therein to the
Uhlenhop Employment Agreement shall instead be deemed to be references to (i)
the Standard Stock Option Agreement, as applicable to the Management Option to
purchase 800,000 Shares granted thereunder, and (ii) the Special Stock Option
Agreement, as applicable to the Management Option to purchase 1,200,000 Shares
granted thereunder.
(c) The definition of "Uhlenhop Employment Agreement" is hereby
amended by deleting such definition in its entirety and replacing it with the
following:
"'Uhlenhop Employment Agreement' means the Amended and Restated
Employment Agreement to be entered into on June 21, 2002 by and among
Uhlenhop, the Company and Von Hoffmann Corporation (formerly named Von
Hoffmann Press, Inc.), as amended from time to time."
1.2 AMENDMENT OF ARTICLE 2. Article 2 is hereby amended by
deleting such Article in its entirety and replacing it with the following:
" Article 2
Corporate Governance
[intentionally omitted]"
1.3 AMENDMENT TO SECTION 3.4(a). Section 3.4(a) is hereby
modified and amended so that the reference therein to Section 3.1(c) of the
Uhlenhop Employment Agreement shall instead be deemed and interpreted in all
respects to be a reference to Section 3 of the Standard Agreement (as and to the
extent applicable to the Management Option to purchase 800,000 Shares granted
thereunder) and Section 3 of the Special Agreement (as and to the extent to the
Management Option to purchase 1,200,000 Shares granted thereunder), as
applicable, in each case, for the purpose of determining the number of Vested
Option Shares resulting upon a proposed Transfer of Shares pursuant to
Section 3.4(a) of the Shareholders' Agreement.
1.4 AMENDMENT OF SECTION 4.1(a). Section 4.1(a) is hereby
modified and amended so that the reference therein to the Uhlenhop Employment
Agreement shall instead be deemed and interpreted in all respects to be a
reference to Section 3 of the Standard Agreement (as and to the extent
applicable to the Management Option to purchase 800,000 Shares granted
thereunder) and Section 3 of the Special Agreement (as and to the extent to the
Management Option to purchase 1,200,000 Shares granted thereunder), as
applicable, in each case, for the purpose of determining the expiration or
termination of Management Options relating to Option Shares upon the occurrence
of a Termination Event pursuant to Section 4.1(a) of the Shareholders'
Agreement.
1.5 AMENDMENT OF SECTION 4.1(e). Section 4.1(e) is hereby
modified and amended so that the reference therein to the Uhlenhop Employment
Agreement shall instead be deemed and interpreted in all respects to be a
reference to Section 3 of the Standard Agreement (as and to the extent to the
Management Option to purchase 800,000 Shares granted
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thereunder) and Section 3 of the Special Agreement (as and to the extent
applicable to the Management Option to purchase 1,200,000 Shares granted
thereunder), as applicable, in each case, for the purpose of determining the
termination, expiration, or cancellation of Management Options (including the
Option Shares underlying such Management Options) that have not been exercised
as of the occurrence of any Termination Event pursuant to Section 4.1(e) of the
Shareholders' Agreement.
SECTION 2. CONDITIONS TO EFFECTIVENESS; CONSENT. The amendments in
Section 1 of this Amendment No. 2 shall become effective as of 11:59 p.m. (New
York City time) on the date hereof, upon (a) counterparts hereof shall have been
executed by each of (i) the DLJMB Entities holding at least a majority of the
Shares held by all DLJMB Entities, (ii) ZS and (iii) the Management Shareholders
holding at least a majority of the Shares held by all Management Shareholders,
and (b) this Amendment No. 2 shall have been approved by the Board in accordance
with the terms of the Shareholders' Agreement. By executing its respective
counterpart hereof, each of the parties hereto shall be deemed to have consented
to the matters contemplated by this Second Amendment.
SECTION 3. EFFECT ON THE SHAREHOLDERS' AGREEMENT. Except as amended
hereby, the Shareholders' Agreement shall remain in full force and effect.
Nothing in this Amendment No. 2 shall be deemed to (i) except as set forth
herein, constitute a waiver of compliance by any of the parties of any term,
provision or condition of the Shareholders' Agreement or any other instrument or
agreement referred to therein or (ii) prejudice any right or remedy that any
party to the Shareholders' Agreement may now have or may have in the future
under or in connection with the Shareholders' Agreement.
SECTION 4. COUNTERPARTS. This Amendment No. 2 may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together constitute one and the same agreement.
SECTION 5. GOVERNING LAW. The validity, interpretation and enforcement
of this Amendment No. 2 shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to the conflict of laws
principles thereof.
SECTION 6. HEADINGS. Section headings in this Amendment No. 2 are
included herein for the convenience of reference only and shall not constitute
part of this Amendment No. 2 for any other purpose.
SECTION 7. REFERENCES. References herein to the "Shareholders'
Agreement", "this Second Agreement", "hereunder", "hereof", or words of like
import referring to the Shareholders' Agreement, shall mean and be a reference
to the Shareholders' Agreement as amended hereby, unless otherwise indicated.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed and delivered as of the date set forth above.
VON HOFFMANN HOLDINGS INC.
(formerly named Von Hoffmann Corporation)
By: /s/ Peter Mitchell
--------------------------------------
Name: Peter Mitchell
Title: Senior Vice President and
Chief Financial Officer
DLJ MERCHANT BANKING PARTNERS II, L.P.
By: DLJ MERCHANT BANKING II, INC.,
Managing General Partner
By: /s/ Michael Isikow
---------------------------------
Name: Michael Isikow
Title: Principal
DLJ DIVERSIFIED PARTNERS, L.P.
By: DLJ DIVERSIFIED PARTNERS, INC.
By: /s/ Michael Isikow
---------------------------------
Name: Michael Isikow
Title: Principal
[Signature Page to Amendment No. 2, dated as of June 20, 2002, to Shareholders'
Agreement, dated as of May 22, 1997, as amended, among Von Hoffmann Holdings
Inc. (formerly named Von Hoffmann Corporation) and its stockholders]
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DLJ OFFSHORE PARTNERS II, C.V.
By: DLJ MERCHANT BANKING II, INC.,
Managing General Partner
By: /s/ Michael Isikow
---------------------------------
Name: Michael Isikow
Title: Principal
DLJ EAB PARTNERS, L.P.
By: DLJ LBO PLANS MANAGEMENT
CORPORATION, General Partner
By: /s/ Michael Isikow
---------------------------------
Name: Michael Isikow
Title: Principal
DLJMB FUNDING II, INC.
By: /s/ Michael Isikow
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Name: Michael Isikow
Title: Principal
DLJ FIRST ESC L.P.
By: DLJ LBO PLANS MANAGEMENT
CORPORATION, General Partner
By: /s/ Michael Isikow
---------------------------------
Name: Michael Isikow
Title: Principal
[Signature Page to Amendment No. 2, dated as of June 20, 2002, to Shareholders'
Agreement, dated as of May 22, 1997, as amended, among Von Hoffmann Holdings
Inc. (formerly named Von Hoffmann Corporation) and its stockholders]
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UK INVESTMENT PLAN 1997 PARTNERS
By: UK INVESTMENT PLAN 1997 PARTNERS,
INC., General Manager
By: /s/ Michael Isikow
---------------------------------
Name: Michael Isikow
Title: Principal
DLJ DIVERSIFIED PARTNERS-A, L.P.
By: DLJ DIVERSIFIED PARTNERS, INC.
By: /s/ Michael Isikow
---------------------------------
Name: Michael Isikow
Title: Principal
DLJ MERCHANT BANKING PARTNERS II-A, L.P.
By: DLJ MERCHANT BANKING II, INC.,
Managing General Partner
By: /s/ Michael Isikow
---------------------------------
Name: Michael Isikow
Title: Principal
[Signature Page to Amendment No. 2, dated as of June 20, 2002, to Shareholders'
Agreement, dated as of May 22, 1997, as amended, among Von Hoffmann Holdings
Inc. (formerly named Von Hoffmann Corporation) and its stockholders]
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DLJ MILLENNIUM PARTNERS, L.P.
By: DLJ MERCHANT BANKING II, INC.,
Managing General Partner
By: /s/ Michael Isikow
---------------------------------
Name: Michael Isikow
Title: Principal
DLJ MILLENNIUM PARTNERS-A, L.P.
By: DLJ MERCHANT BANKING II, INC.,
Managing General Partner
By: /s/ Michael Isikow
---------------------------------
Name: Michael Isikow
Title: Principal
DONALDSON, LUFKIN & JENRETTE SECURITIES
CORPORATION, as Nominee for Credit Suisse
First Boston Private Equity, Inc.,
DLJ First ESC, L.P., EMA 2001 Plan, L.P.,
Docklands 2001 Plan, L.P., Paradeplatz 2001
Plan, L.P., CSFB 2001 Investors, L.P.
By: /s/ Michael Isikow
---------------------------------------
Name: Michael Isikow
Title: Principal
ZS VH II L.P.
By: ZS VH II, L.L.C., General Partner
By: /s/ Robert Horne
---------------------------------
Name: Robert Horne
Title: Manager
[Signature Page to Amendment No. 2, dated as of June 20, 2002, to Shareholders'
Agreement, dated as of May 22, 1997, as amended, among Von Hoffmann Holdings
Inc. (formerly named Von Hoffmann Corporation) and its stockholders]
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/s/ Robert A. Uhlenhop
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ROBERT A. UHLENHOP
/s/ Craig A. Nelson
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CRAIG A. NELSON
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HAROLD W. LEPAGE
/s/ Cindy A. Batchelor
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CINDY A. BATCHELOR
/s/ Leo G. Ringwald
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LEO G. RINGWALD
/s/ Peter Mitchell
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PETER MITCHELL
Robert A. Uhlenhop
1998 Irrevocable Trust, dated
January 27, 1998
By: /s/ Marsha A. Uhlenhop
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Marsha A. Uhlenhop
Trustee
By: /s/ James D. Eckhoff
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James D. Eckhoff
Trustee
[Signature Page to Amendment No. 2, dated as of June 20, 2002, to Shareholders'
Agreement, dated as of May 22, 1997, as amended, among Von Hoffmann Holdings
Inc. (formerly named Von Hoffmann Corporation) and its stockholders]
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