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EXHIBIT 99(d)(2)
FIRST AMENDMENT TO PURCHASE AGREEMENT
This First Amendment (this "Amendment") is made and entered into as of
August 1, 2000 by and among JAMES L. SCHULTZ, JAMES L. SCHULTZ AND HELEN D.
SCHULTZ AS TENANTS BY THE ENTIRETIES AND AS JOINT TENANTS, and DAVID J. VAGNONI
(collectively, the "Sellers"), COMPUTER RESEARCH, INC., a Pennsylvania
corporation (the "Company"), and CRI ACQUISITION, INC., a Delaware corporation
and its permitted assigns hereunder ("Buyer").
RECITALS:
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WHEREAS, the Sellers, the Company and Buyer entered into that certain
Purchase Agreement dated July 7, 2000 (the "Purchase Agreement"); and
WHEREAS, the Sellers, the Company and Buyer desire to amend the
Purchase Agreement in certain respects;
NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. The introductory language of Section 4.2 is hereby amended to
read as follows:
"4.2 Conduct of the Business. Except as specifically required
or contemplated by this Agreement or otherwise consented to or approved
in writing by Buyer, during the period commencing on the date hereof
and ending on the date of the conclusion or abandonment of the merger
described in Section 7:"
2. Section 7.3 of the Purchase Agreement is hereby amended to
read as follows:
"7.3 Merger Without Meeting of Stockholders. In the event that
the Offer is commenced and Buyer shall acquire in the aggregate at
least 80% of the outstanding shares of the voting capital stock of the
Company, pursuant to the Offer or otherwise (including the purchase of
the Seller Shares pursuant to this Agreement), the parties hereto
shall, at the request of Buyer and subject to the provisions of this
Section 7, take all necessary and appropriate action to cause a
corporation wholly owned by Buyer to be merged with and into the
Company, with the Company as the surviving corporation, without a
meeting of stockholders of the Company, in accordance with the
Applicable Law; such that each share of capital stock of the
corporation wholly owned by Buyer shall be canceled and cease to be
outstanding and each share of the Company Common Stock shall be
exchanged for cash consideration equal to the Offer Price."
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3. Section 7.4(a) of the Purchase Agreement is hereby amended to
read as follows:
"(a) Long Form Merger. In the event that Buyer shall acquire
in the aggregate less than 80% but more than 66 2/3% of the
outstanding shares of the voting capital stock of the Company,
pursuant to the Offer or otherwise (including the purchase of
the Seller Shares pursuant to this Agreement), then, as soon
as practicable after the acquisition of Shares in the Offer
the parties hereto shall, subject to the provisions of this
Section 7, take all necessary and appropriate action to cause
either (i) a corporation wholly owned by Buyer to be merged
with and into the Company or (ii) Buyer to be merged with and
into the Company, with in each such case the Company as the
surviving corporation, in accordance with the Applicable Law;
such that each share of capital stock of the corporation
wholly owned by Buyer shall be cancelled and cease to be
outstanding and each share of the Company Common Stock shall
be exchanged for cash consideration equal to the Offer Price."
4. The Purchase Agreement, as amended by this Amendment, shall
continue in full force and effect in accordance with its
terms.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment to be effective as of the date first above written.
/s/ JAMES L. SCHULTZ
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JAMES L. SCHULTZ
JAMES L. SCHULTZ AND HELEN D.
SCHULTZ, AS TENANTS BY THE
ENTIRETIES AND AS JOINT TENANTS
By: /s/ JAMES L. SCHULTZ
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James L. Schultz
and By: /s/ HELEN D. SCHULTZ
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Helen D. Schultz
/s/ DAVID J. VAGNONI
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DAVID J. VAGNONI
COMPUTER RESEARCH, INC.
By: /s/ JAMES L. SCHULTZ
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Name: James L. Schultz
Title: President
CRI ACQUISITION, INC.
By: /s/ RODGER O. RINEY
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Name: Rodger O. Riney
Title: President