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EXHIBIT 2.1
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 dated as of September 20, 2000 to the Agreement and
Plan of Merger dated as of June 25, 2000 (the "Merger Agreement") among Nabisco
Group Holdings Corp., a Delaware corporation (the "Company"), R.J. Reynolds
Tobacco Holdings, Inc., a Delaware corporation ("Parent"), and RJR Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger
Subsidiary").
WITNESSETH
WHEREAS, the parties hereto desire to amend the Merger Agreement in
certain respects;
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Amendment to Section 2.01 of the Merger Agreement. Section
2.01 of the Merger Agreement is hereby amended by adding thereto the following
new subsection 2.01(d):
"(d) Notwithstanding Section 2.01(a), at the election of
Parent, at the Effective Time the Company shall be merged with
and into Merger Subsidiary, and Merger Subsidiary shall be the
surviving corporation. In such event: all references to the
term "Merger" shall be deemed references to the merger
contemplated by this Section 2.01(d); all references to the
term "Surviving Corporation" shall be deemed references to
Merger Subsidiary; all references to the term "EffectiveTime"
shall be deemed references to the time at which the
certificate of merger is duly filed with the Delaware
Secretary of State or at such later time as is specified in
the certificate of merger with respect to the merger
contemplated by this Section 2.01(d). Notwithstanding, Section
3.01, in the event the merger contemplated by this Section
2.01(d) is implemented, the certificate of incorporation of
Merger Subsidiary in effect at the Effective Time shall be the
certificate of incorporation of the Surviving Corporation
until amended in accordance with applicable law."
Section 2. Effectiveness. This Amendment shall become effective when
each party hereto shall have received counterparts hereof signed by all of the
other parties hereto.
Section 3. Effect of Amendment. Except as amended hereby, the Merger
Agreement shall remain unchanged. The Merger Agreement as amended hereby shall
continue in full force and effect. Each reference to "hereof," "hereunder,"
"herein" and "hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in the Merger
Agreement shall, after this Amendment becomes effective, refer to the Merger
Agreement as amended hereby.
Section 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Delaware, without regard to
the conflicts of law rules of such state.
Section 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
NABISCO GROUP HOLDINGS CORP.
By: /s/ James A. Kirkman, III
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Name: James A. Kirkman, III
Title: Senior Vice President,
General Counsel & Secretary
R.J. REYNOLDS TOBACCO HOLDINGS, INC.
By: /s/ Charles A. Blixt
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Name: Charles A. Blixt
Title: Executive Vice President, General Counsel
RJR ACQUISITION CORP.
By: /s/ Charles A. Blixt
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Name: Charles A. Blixt
Title: President
