EXHIBIT 99(D)
FORM OF
AMENDMENT NO. 1 TO AMENDED STOCK OPTION AGREEMENT
-------------------------------------------------
This is Amendment No. 1 dated as of October 18, 1995 ("Amendment No. 1") to
the Amended Stock Option Agreement dated as of October 4, 1995 (the "Amended
Stock Option Agreement"), by and among B & L Acquisition Corporation (the
"Purchaser"), BRW Steel Corporation ("Parent") and the Management Stockholders
individually named on Schedule A thereto (each an "Option Stockholder" or
collectively, the "Option Stockholders") of Bliss & ▇▇▇▇▇▇▇▇ Industries Inc.
(the "Company").
WHEREAS, the Purchaser, Parent and the Company have entered into Amendment
No. 1 dated as of October 18, 1995 to the Amended Agreement and Plan of Merger
dated as of October 4, 1995 (the "Merger Agreement"), to, among other things,
change the date by which certain events need to occur from January 15, 1996 to
January 31, 1996, and in connection therewith the parties hereto have agreed to
amend the Amended Stock Option Agreement to conform it to such changed date.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein and in the Merger Agreement and Amendment No. 1
thereto, the parties hereto, intending legally to be bound, do hereby agree as
follows:
1. Sections 2 and 14 of the Amended Stock Option Agreement are
hereby amended by deleting "January 15, 1996" wherever it
appears in those Sections and substituting "January 31,
1996" in lieu thereof.
2. Except as amended by this Amendment No. 1, all the terms and
provisions of the Amended Stock Option Agreement shall
remain in full force and effect.
3. This Amendment No. 1 may be executed in counterparts, each of
which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.
IN WITNESS WHEREOF, each of the parties has caused this Amendment No. 1 to
the Amended Stock Option Agreement dated as of October 4, 1995 to be executed on
its behalf by its authorized representative, all as of the day and year first
above written.
BRW STEEL CORPORATION B&L ACQUISITION CORPORATION
By: By:
------------------------------ -------------------------------
Title: Title:
---------------------------- -----------------------------
STOCKHOLDER STOCKHOLDER
By: By:
------------------------------ -------------------------------
Title: Title:
---------------------------- -----------------------------
