1
EXHIBIT 10.8
THIRD AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
BY AND AMONG RALCORP HOLDINGS, INC.,
GENERAL XXXXX, INC. AND GENERAL XXXXX MISSOURI, INC.
This Third Amendment to Agreement and Plan of Merger is dated
as of January 31, 1997 by and among Ralcorp Holdings, Inc., a Missouri
corporation (the "Company"), General Xxxxx, Inc., a Delaware corporation (the
"Acquiror"), and General Xxxxx Missouri, Inc., a Missouri corporation and a
wholly-owned subsidiary of Acquiror ("Merger Sub").
WHEREAS, the parties hereto are parties to an Agreement and
Plan of Merger dated as of August 13, 1996, as amended by that certain
Amendment to Agreement and Plan of Merger dated as of October 25, 1996 and as
amended by that certain Second Amendment to Agreement and Plan of Merger dated
as of January 29, 1997 (the "Merger Agreement");
WHEREAS, the parties desire to amend the Merger Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements contained in the Merger Agreement and this
Second Amendment, the parties hereto agree as follows:
1. Section 1.5(a) of the Merger Agreement is hereby amended
by deleting the words "Merger Sub" and substituting therefor the word
"Company."
2. The parties hereto agree that at the Effective Time the
1,000 shares of common stock of Merger Sub owned by Acquiror (being all of the
issued and outstanding shares of Merger Sub) shall be cancelled and the
Surviving Corporation shall issue to Acquiror 1,000 shares of common stock in
replacement thereof.
3. Acquiror hereby agrees to make all appropriate filings to
evidence the reduction in the stated capital of the Surviving Corporation as a
result of the Merger.
2
IN WITNESS WHEREOF, Acquiror, Merger Sub and the Company have
caused this Agreement to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.
GENERAL XXXXX, INC.
By: /s/ X. X. Xxxxx
--------------------------------------
Name: X. X. Xxxxx
Title: Vice President
GENERAL XXXXX MISSOURI, INC.
By: /s/ X. X. Xxxxx
--------------------------------------
Name: X. X. Xxxxx
Title: Vice President
RALCORP HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President, General Counsel
and Secretary
2
