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EXHIBIT 2.4.1
AMENDMENT
TO
MERGER AGREEMENT AND PLAN OF REORGANIZATION
AMENDMENT, dated as of December 29, 1997 (this "Amendment"), among SM
Acquisition Company, a North Carolina corporation ("ACQ1"), J/B Acquisition
Company, a North Carolina corporation ("ACQ2" and, collectively with ACQ1,
"Acquirors"), Wheels Sports Group, Inc., a North Carolina corporation (the
"Parent"), Synergy Marketing, Inc., a Texas corporation ("SMI") and J/B Press
Pass, Inc., a Delaware corporation ("J/B" and, collectively with SMI, the
"Targets").
WHEREAS, the Parent, the Acquirors and the Targets are parties to the
Merger Agreement and Plan of Reorganization, dated as of October 3, 1997 (as
amended, modified or supplemented from time to time, the "Merger Agreement";
all capitalized terms used herein but not otherwise defined herein shall have
the meanings set forth in the Merger Agreement);
WHEREAS, as consideration for the merger of SMI with and into ACQ1 and
the merger of J/B with and into ACQ2, Victor H. Shaffer and Robert Bove
(collectively, the "SMI Seller") and Peter T. Joseph, Ronald N. Beck and Neal
K. Aronson (collectively, the "J/B Seller" and, collectively with SMI Seller,
the "Sellers") are entitled to receive the aggregate consideration of
$8,300,000 (the "Mergers Consideration"), consisting of (i) the aggregate cash
consideration of $3,100,000, (ii) the aggregate share consideration of 600,000
shares of Parent Common Stock, representing $4,200,000 worth of Parent Common
Stock at an agreed value of $7.00 per share, and (iii) the aggregate note
consideration of $1,000,000, evidenced by promissory notes (the "Notes"),
payable to each Seller; and
WHEREAS, the Parent, the Acquirors and the Targets desire to amend the
Merger Agreement to clarify the allocation of the Mergers Consideration
pursuant to the terms and conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. Amendment to Merger Agreement. The Merger Agreement is
hereby amended as follows:
(i) The preamble to the Merger Agreement is amended by
replacing "1,000" with "100" in the seventh line thereof;
(ii) Section 2.3 of the Merger Agreement is amended by
replacing the second reference to the word "Delaware" with
"North Carolina" in the third line thereof; and
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(iii) Section 2.6 of the Merger Agreement is amended in its
entirety to read as follows:
"2.6 Mergers Consideration. At the
Effective Time, the Sellers shall receive from the Surviving
Corporations the aggregate consideration of $8,300,000 (the
"Mergers Consideration"), without any interest thereon. The
Mergers Consideration consists of three components: cash
consideration, note consideration and share consideration, as
follows:
(a) The aggregate cash consideration shall be
$3,100,000, which shall include the payment of $100,000 to the
Targets for the extension of the Closing in accordance with
Section 11.1 herein (the "Cash Consideration"), and shall be
paid in full by the Surviving Corporation to Sellers at the
Closing, in immediately available funds by wire transfer to
Kaye, Scholer, Fierman, Hays & Handler, LLP for the benefit of
the Sellers;
(b) The aggregate note consideration shall be
$1,000,000 (the "Note Consideration"), evidenced by promissory
notes (each a "Note" and collectively, the "Notes"), payable
to each of Victor H. Shaffer, Robert Bove, Peter T. Joseph,
Ronald N. Beck and Neal K. Aronson in the original principal
amounts of $218,900, $40,000, $345,850, $345,850 and $49,400,
respectively;
(c) The aggregate share consideration shall be
600,000 shares of Parent Common Stock, representing $4,200,000
worth of Parent Common Stock at an agreed value of $7.00 per
share (the "Share Consideration"); and
(d) The Cash Consideration and Share
Consideration shall be allocated among the Sellers as they may
direct prior to Closing."
SECTION 2. Confirmation of Merger Agreement. The parties hereto
agree that except as expressly amended herein, the Merger Agreement is hereby
ratified and confirmed in all respects and shall remain in full force and
effect in accordance with its terms.
SECTION 3. Miscellaneous.
(i) Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPALS.
(ii) Counterparts. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original, but
all of which, when taken together, shall constitute one and the same
agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the day and year first above written.
ACQUIRORS:
SM ACQUISITION COMPANY
By: /s/ Howard L. Correll
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Name: Howard L. Correll
Title: President
J/B ACQUISITION COMPANY
By: /s/ Howard L. Correll
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Name: Howard L. Correll
Title: President
PARENT:
WHEELS SPORTS GROUP, INC.
By: /s/ Howard L. Correll
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Name: Howard L. Correll
Title: Chairman and President
TARGETS:
SYNERGY MARKETING, INC.
By: /s/ Victor H. Shaffer
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Name: Victor H. Shaffer
Title: President
J/B/ PRESS PASS, INC.
By: /s/ Ronald Beck
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Name: Ronald Beck
Title: President