MIAMI COMPUTER SUPPLY CORPORATION
0000 XXXXXXXXX XXXXXXX XXXXX
XXXXXX, XXXX 00000
January 16, 1998
VIA FACSIMILE
X. Xxxxx Xxxxxx,
Xxxxx X. Xxxxxxx and
Xxx X. Xxxxxxx
Minnesota Western/Creative Office Products, Inc.
c/o Xxxxxxx X. Xxxxx
Xxxxxx Xxxxxx White & XxXxxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Gentlemen:
This letter serves as an addendum and amendment to the Agreement and Plan
of Reorganization by and among Miami Computer Supply Corporation ("MCSC"), MCSC
California Acquisition Corporation ("MCAC"), Minnesota Western/Creative Office
Products, Inc. ("Minnesota Western") and the stockholders named therein (the
"Stockholders") dated November 21, 1997 (the "Agreement"). The Agreement is
hereby amended in order to add as EXHIBIT F the Agreement of Merger and
Officers' Certificates which were filed with the California Secretary of State
on January 16, 1998. Copies of the Agreement of Merger and Officers'
Certificates are attached hereto as SCHEDULE A.
This change is being made in accordance with the wishes expressed in our
discussions. By signing below, you agree to this addendum to and amendment of
the Agreement.
Sincerely yours,
Xxxxxxx X. Xxxxxx
President
IN WITNESS WHEREOF, MCSC, MCAC, Minnesota Western and the Stockholders have
caused this amendment to the Agreement to be duly executed and delivered under
seal, by their respective authorized officers, on the date first above written.
SIGNATURES ON NEXT PAGE
Amendment to Agreement
January 15, 1998
Page 2
MIAMI COMPUTER SUPPLY CORPORATION
Witness: By:
------------------------- -------------------------------
Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx
Secretary President
MCSC CALIFORNIA ACQUISITION
CORPORATION
Witness: By:
------------------------- -------------------------------
Xxxxxxx X. Xxxxxx
President
MINNESOTA WESTERN/CREATIVE OFFICE
PRODUCTS, INC.
Witness: By:
------------------------- -------------------------------
H. Xxxxx Xxxxxx
President
STOCKHOLDERS
XX. XXXXXX
Witness: By:
------------------------- -------------------------------
H. Xxxxx Xxxxxx
XX. XXXXXXX
Witness: By:
------------------------- -------------------------------
Xxx X. Xxxxxxx
XX. XXXXXXX
Witness: By:
------------------------- -------------------------------
Xxxxx X. Xxxxxxx
SIGNATURES CONTINUED ON NEXT PAGE
Amendment to Agreement
January 15, 1998
Page 3
THE XXXXXX TRUST
Witness: By:
------------------------- -------------------------------
H. Xxxxx Xxxxxx,
Trustee
Witness: By:
------------------------- -------------------------------
Xxx X. Xxxxxx,
Trustee
THE XXXXXXX TRUST
Witness: By:
------------------------- -------------------------------
Xxx X. Xxxxxxx,
Trustee
THE XXXXXXX TRUST
Witness: By:
------------------------- -------------------------------
Xxxxx X. Xxxxxxx,
Trustee
Witness: By:
------------------------- -------------------------------
Xxxxx X. Xxxxxxx,
Trustee
(NOTE: Attach officers' certificates (separate forms have been prepared) of
the surviving and merged corporations showing approval of this
agreement of merger before filing this form.)
AGREEMENT OF MERGER
BETWEEN
MCSC CALIFORNIA ACQUISITION CORPORATION
AND
MINNESOTA WESTERN/CREATIVE OFFICE PRODUCTS, INC.
********
AGREEMENT OF MERGER dated this 9th day of January, 1998, by and between
MCSC California Acquisition Corporation, a California corporation, herein called
the surviving corporation, and Minnesota Western/Creative Office Products, Inc.,
a California corporation, herein called the merging corporation.
WITNESSETH that:
WHEREAS, the parties to this Agreement, in consideration of the mutual
agreements of each corporation as set forth hereinafter, deem it advisable and
generally for the welfare of said corporation, that the merging corporation
merge into the surviving corporation under and pursuant to the terms and
conditions hereinafter set forth;
NOW THEREFORE, the corporations, parties to this Agreement, by and between
their respective boards of directors, in consideration of the mutual covenants,
agreements and provisions hereinafter contained do hereby agree upon and
prescribe the terms and conditions of said merger, the mode of carrying them
into effect and the manner and basis of converting the shares of the constituent
corporations into the shares of the surviving corporation, as follows:
FIRST: The merging corporation shall be merged into the surviving
corporation.
SECOND: The articles of incorporation of the surviving corporation shall
be amended, upon the effective date of the merger, only to change the name of
the surviving corporation to "Minnesota Western, Inc.," as follows:
"Article I of the Articles of Incorporation shall be deleted in its
entirety and replaced with the following:
The name of the corporation is "Minnesota Western, Inc."
-1-
THIRD: The terms and conditions of the merger are as follows:
The directors and officers of the surviving corporation on the effective
date of this merger, shall continue to be the directors and officers of the
surviving corporation.
Upon the merger becoming effective, the separate existence of the merging
corporation shall cease and all property, rights, privileges, franchises,
patents, trade-marks, licenses, registrations and other assets of every kind and
description of the merged corporation shall be transferred to, vested in and
devolve upon the surviving corporation without further act or deed and all
property, rights, and every other interest of the surviving corporation and the
merged corporation, shall be as effectively the property of the surviving
corporation as they were of the surviving corporation and the merged corporation
respectively. The merged corporation hereby agrees, from time to time, as and
when requested by the surviving corporation or by its successors or assigns, to
execute and deliver or cause to be executed and delivered all such deeds and
instruments and to take or cause to be taken such further or other action as the
surviving corporation may deem necessary or desirable in order to vest in and
confirm to the surviving corporation title to and possession of any property of
the merged corporation acquired or to be acquired by reason of or as a result of
the merger herein provided for and otherwise to carry out the intent and purpose
hereof and the proper officers and directors of the merged corporation and the
proper officers and directors of the surviving corporation are fully authorized
in the name of the merged corporation or otherwise to take any and all such
action.
All rights of creditors and all liens upon the property of either of said
corporations shall be preserved unimpaired, and all debts, liabilities and
duties of the merged corporation shall thenceforth attach to the surviving
corporation and may be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it.
FOURTH: At the effective time (as defined in paragraph FIFTH hereof)
automatically by virtue of the merger and without any action on the part of any
stockholder of the merging corporation:
(a) each share of the common stock, no par value per share, of
the surviving corporation issued and outstanding immediately prior to the
effective time shall be unchanged and shall remain issued and outstanding and
owned beneficially and of record by its sole stockholder; and
(b) all of the issued and outstanding shares of the common
stock, $10.00 par value per share of the merging corporation issued and
outstanding immediately prior to the Effective Time shall be exchanged for cash
(the "Cash Portion") in the amount of twelve million dollars ($12,000,000.00)
and 881,703 shares of common stock, no par value per share, of Miami Computer
Supply Corporation, the parent of the surviving corporation ("MCSC") (or, on a
pro-rated basis, each issued and outstanding share of the merging
-2-
corporation shall be converted into $11,428.571 plus 839.71714 shares of MCSC
common stock).
FIFTH: This Agreement of Merger shall become effective on January 16,
1998.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Merger
to be executed by their respective officers thereunto duly authorized on this
9th day of January, 1998.
MCSC CALIFORNIA ACQUISITION CORPORATION
By:
-------------------------------------
Xxxxxxx X. Xxxxxx, President
By:
-------------------------------------
Xxxxxx X. Xxxxxxx, Secretary
MINNESOTA WESTERN/CREATIVE OFFICE
PRODUCTS, INC.
By:
-------------------------------------
H. Xxxxx Xxxxxx, President
By:
-------------------------------------
Xxxxx X. Xxxxxxx, Secretary
(*Names and titles of persons signing document must be typed under signatures.)
-3-
CERTIFICATE OF APPROVAL
OF
MCSC CALIFORNIA ACQUISITION CORPORATION,
A CALIFORNIA CORPORATION
Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxx certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of the above-named corporation (this "Corporation").
2. This certificate is attached to the Agreement of Merger dated as of
January 9, 1998, providing for the merger Minnesota Western/Creative Office
Products, Inc., a California corporation with and into this Corporation.
3. The Agreement of Merger in the form attached has been approved by the
board of directors of this Corporation.
4. The principal terms of the Agreement of Merger in the form attached
were approved by this Corporation by the vote of a number of shares of each
class which equaled or exceeded the vote required, such classes, the total
number of outstanding shares of each class entitled to vote on the merger and
the percentage vote required of each class being as follows:
Name of Class Total Number of Outstanding Percentage
------------- --------------------------- ----------
Shares entitled to vote vote
----------------------- ----
required
--------
Common Stock, 1,000 51%
no par value
No vote of the shareholders of the Corporation's parent corporation were
required.
The undersigned, Xxxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxx the President and
Secretary, respectively, of MCSC California Acquisition Corporation, each
declares under penalty of perjury that the matters set out in the foregoing
Certificate are true of his own knowledge.
Executed at Dayton, Ohio on January 9, 1998.
------------------------------
Xxxxxxx X. Xxxxxx
President
------------------------------
Xxxxxx X. Xxxxxxx
Secretary
CERTIFICATE OF APPROVAL
OF
MINNESOTA WESTERN/CREATIVE OFFICE PRODUCTS, INC.
A CALIFORNIA CORPORATION
H. Xxxxx Xxxxxx and Xxxxx X. Xxxxxxx certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of the above-named corporation (this "Corporation").
2. This certificate is attached to the Agreement of Merger dated as of
January 9, 1998, providing for the merger of this Corporation with MCSC
California Acquisition Corporation.
3. The Agreement of Merger in the form attached has been approved by the
board of directors of this Corporation.
4. The principal terms of the Agreement of Merger in the form attached
were approved by this Corporation by the vote of a number of shares of each
class which equaled or exceeded the vote required, such classes, the total
number of outstanding shares of each class entitled to vote on the merger and
the percentage vote required of each class being as follows:
Name of Class Total Number of Outstanding Percentage
------------- --------------------------- ----------
Shares entitled to vote vote
----------------------- ----
required
--------
Common Stock, 1,050 51%
$10.00 par value
The undersigned, H. Xxxxx Xxxxxx and Xxxxx X. Xxxxxxx, the President and
Secretary, respectively, of Minnesota Western/Creative Office Products, Inc.,
each declares under penalty of perjury that the matters set out in the foregoing
Certificate are true of his own knowledge.
Executed at La Quinta, California on January 9, 1998.
------------------------------
H. Xxxxx Xxxxxx
President
------------------------------
Xxxxx X. Xxxxxxx
Secretary
