<PAGE>   1
                                   EXHIBIT 2.2
                 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

      FIRST AMENDMENT TO AGREEMENT AND PLAN OR MERGER dated as of January 9,
1998 by and among SKYLINE ACQUISITION CORP., an Ohio corporation (the "Buyer"),
SKYLINE CHILI, INC., an Ohio corporation (the "Company"), and certain
stockholders of the Company executing this instrument (the "Consenting
Stockholders") amending a certain Agreement and Plan of Merger dated as of
November 26, 1997 by and among the Buyer, the Company and the Consenting
Stockholders (the "Agreement"). Capitalized terms used herein which are defined
in the Agreement shall have the same meanings herein as therein unless defined
otherwise herein or the context hereof requires otherwise.

      NOW THEREFORE, in consideration of the premises and the mutual promises
herein made, the Parties agree as follows:

      1. Conversion of Capital Stock of the Buyer. Section 2(d)(vi) of the
Agreement shall be amended in its entirety to read as follows:

            (vi) Conversion of Capital Stock of the Buyer. At and as of the
      Effective Time, (A) each share or fractional share of Class A Voting
      Common Stock, no par value per share, of the Buyer (the "Buyer Voting
      Stock") shall be converted into shares of Class A Voting Common Stock, no
      par value per share, of the Surviving Corporation (the "Class A Voting
      Stock") at a rate of one share of Buyer Voting Stock per ten thousand
      (10,000) shares of Class A Voting Stock, and (B) each share or fractional
      share of Class B Nonvoting Common Stock, no par value per share, of the
      Buyer (the "Buyer Nonvoting Stock") shall be converted into shares of
      Class B Nonvoting Common Stock, no par value per share, of the Surviving
      Corporation (the "Class B Nonvoting Stock") at a rate of one share of
      Buyer Nonvoting Stock per ten thousand (10,000) shares of Class B
      Nonvoting Stock.

      2. Exclusivity Termination Date. The Exclusivity Termination Date shall be
March 30, 1998 and, accordingly, Section 5(i) of the Agreement is hereby amended
by replacing the date "February 15, 1998" in the first line thereof with the
date "March 30, 1998".

      3. Termination. Each of Section 7(a)(ii)(B) and Section 7(a)(iii)(B) of
the Agreement is hereby amended by replacing the date "February 28, 1998"
therein with the date "April 11, 1998".

      4. Exhibits.

            (a) Attached hereto are the final forms of the Exhibits A, B, C, E,
F, G, H, I, J


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and K to the Agreement and the Disclosure Schedule of the Buyer.

            (b) The parties hereto agree that Exhibit D to the Agreement shall
be in the form attached hereto and any reference thereto in the Agreement shall
be deemed a reference to such attached form of Exhibit D.

      5. Effect of Merger.

            (a) The provisions of Section 2(d)(ii) of the Agreement are hereby
amended in their entirety to read as follows:

                  (ii) Articles of Incorporation. The Articles of Incorporation
            of the Surviving Corporation as of and after the Effective Time,
            until duly amended, shall be the Articles of Incorporation of the
            Company, as in effect as of the Effective Time, subject to the
            amendment set forth on Exhibit D attached hereto. The Articles of
            Incorporation and Code of Regulations of the Surviving Corporation
            shall not alter or impair any exculpatory or indemnification
            provisions now existing in the Articles of Incorporation or Code of
            Regulations of the Company for the benefit of any individual who
            served as a director or officer of the Company at any time prior to
            or at the Effective Time for actions or omissions to act of such
            director or officer taken or omitted on or prior to the Effective
            Time.

            (b) The provisions of Section 2(d)(iii) of the Agreement are hereby
amended in their entirety to read as follows:

                  (iii) Code of Regulations. The Code of Regulations of the
            Surviving Corporation as of and after the Effective Time, until duly
            amended, shall be the Code of Regulations of the Company, as in
            effect as of the Effective Time. The Articles of Incorporation and
            Code of Regulations of the Surviving Corporation shall not alter or
            impair any exculpatory or indemnification provisions now existing in
            the Articles of Incorporation or Code of Regulations of the Company
            for the benefit of any individual who served as a director or
            officer of the Company at any time prior to or at the Effective Time
            for actions or omissions to act of such director or officer taken or
            omitted on or prior to the Effective Time.

      6. No Other Amendments. Except to the extent expressly amended hereby the
Agreement shall not be deemed amended or modified in any way and shall remain in
full force and effect.

      7. Miscellaneous.

            (a) Succession and Assignment. This instrument shall be binding upon
and inure to the benefit of the Parties named herein and their respective
successors and permitted
<PAGE>   3
assigns. No Party may assign either this instrument or any of its rights,
interests, or obligations hereunder without the prior written approval of the
other Parties.

            (b) Counterparts. This instrument may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

            (c) Headings. The section headings contained in this instrument are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this instrument.

            (d) Governing Law. This instrument shall be governed by and
construed in accordance with the domestic laws of the State of Ohio without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Ohio or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Ohio.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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      IN WITNESS WHEREOF, the Parties hereto have executed this instrument as of
the date first above written.


                                    SKYLINE CHILI, INC.



                            By: /s/ Joseph E. Madigan
                                ------------------------------------------------
                                Title: Chairman of Special Committee
                                       -----------------------------------------



                            /s/ Lambert N. Lambrinides
                            ----------------------------------------------------
                            (LAMBERT N. LAMBRINIDES)


                            /s/ Christie N. Lambrinides
                            ----------------------------------------------------
                            (CHRISTIE N. LAMBRINIDES)


                            /s/ William N. Lambrinides
                            ----------------------------------------------------
                            (WILLIAM N. LAMBRINIDES}


                            /s/ Kevin R. McDonnell
                            ----------------------------------------------------
                            (KEVIN R. McDONNELL)


      SKYLINE ACQUISITION CORP.


      By: /s/ Bernard V. Buonanno, III
          ------------------------------------
      Title: President
             ---------------------------------


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                                    EXHIBIT D
                                  AMENDMENT TO
                            ARTICLES OF INCORPORATION

            As of the Effective Time, Article Fourth of the Amended Articles of
Incorporation of the Company shall be amended in its entirety to read as
follows:


            Fourth: The Corporation shall be authorized to issue a maximum of
      5,400,000 shares of common stock, all of which shall be without par value
      and which shall be divided into two classes, consisting of 2,900,000
      shares of Class A Voting Common Stock (the "Class A Voting Stock") and
      2,500,000 shares of Class B Nonvoting Common Stock (the "Class B Nonvoting
      Stock", together with the Class A Voting Stock, the "Common Stock"). The
      express terms of the shares of Common Stock shall be as follows:

                  (a) General. Except as otherwise expressly provided herein,
            each share of Common Stock shall be freely transferable, and shall
            entitle the holder thereof to the same rights as those to which the
            holder of every other share of Common Stock is entitled.

                  (b) Voting.

                        (i) Class A Voting Stock. The holders of the Class A
                  Voting Stock shall be entitled to one (1) vote per share on
                  each matter properly submitted to the Shareholders for their
                  vote, consent, waiver, release, or other action, subject to
                  the record date provisions contained in Ohio's General
                  Corporation Law or the Corporation's Code of Regulations.

                        (ii) Class B Nonvoting Stock. Except as required by law
                  and as may otherwise be provided herein, the holders of Class
                  B Nonvoting Stock shall not be entitled to any voting rights
                  as stockholders of the Corporation.

                        (iii) No Cumulative Voting. The holders of the
                  Corporation's Common Stock shall not have the right to vote
                  their shares cumulatively in the election of Directors.

                  (c) Dividends. By action of the Corporation's Board of
            Directors, dividends may be declared and paid or set apart for
            payment on outstanding shares of the Corporation's Common Stock, out
            of any assets or funds of the Corporation legally available for the
            payment of dividends, and any dividends paid shall be distributed
            pro rata to the holders of the Corporation's outstanding Common
            Stock, in accordance with the respective number of shares of Common
            Stock held by such


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            holders and their respective rights and interest.

                  (d) Liquidation, Distribution, Etc. Upon the voluntary or
            involuntary liquidation, dissolution or winding up of the
            Corporation, the net assets of the Corporation shall be distributed
            pro rata to the holders of the Corporation's outstanding Common
            Stock, in accordance with the respective number of shares of Common
            Stock held by such holders and their respective rights and
            interests.

                  (e) Conversion.

                        (i) General. Subject to adjustment as provided in (f)
                  below, each share of Class B Nonvoting Stock shall be
                  convertible at any time and from time to time at the option of
                  the holder thereof into one fully paid and nonassessable share
                  of Class A Voting Stock.

                        (ii) Procedure. Conversion of the Class B Nonvoting
                  Stock may be effected by any holder thereof upon the surrender
                  to the Corporation at the principal office of the Corporation
                  or at the office of any agent or agents of the Corporation
                  (the "Transfer Agent"), as may be designated by the Board of
                  Directors of the Corporation, of the certificate or
                  certificates for such Class B Nonvoting Stock to be converted
                  accompanied by a written notice stating that such holder
                  elects to convert all or a specified whole number of such
                  shares in accordance with the provisions of this subsection
                  (e) of Article Fourth and specifying the name or names in
                  which such holder wishes the certificate or certificates for
                  shares of Class A Voting Stock to be issued. In case such
                  notice shall specify a name or names other than that of such
                  holder, such notice shall be accompanied by payment of all
                  transfer taxes payable upon the issuance of shares of Class A
                  Voting Stock in such name or names. Other than such taxes, the
                  Corporation will pay any documentary, stamp or similar issue
                  or transfer taxes that may be payable in respect of any issue
                  or delivery of shares of Class A Voting Stock on conversion of
                  shares of Class B Nonvoting Stock pursuant hereto. As promptly
                  as practicable after the surrender of such certificate or
                  certificates and the receipt of such notice relating thereto
                  and, if applicable, payment of all required transfer taxes (or
                  the demonstration to the satisfaction of the Corporation that
                  such taxes have been paid), the Corporation shall execute and
                  deliver or cause to be executed and delivered to or on the
                  order of the holder (x) certificates representing the number
                  of validly issued, fully paid and nonassessable full shares of
                  Class A Voting Stock to which the holder (or the holder's
                  transferee) of shares of Class B Nonvoting Stock being
                  converted shall be entitled and (y) if less than the full
                  number of shares of Class B Nonvoting Stock evidenced by the
                  surrendered certificate or certificates is being converted, a
                  new certificate or


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                  certificates, of like tenor, for the number of shares
                  evidenced by such surrendered certificate or certificates less
                  the number of shares being converted. Such conversion shall be
                  deemed to have been made at the close of business on the date
                  of giving of such notice and of such surrender of the
                  certificate or certificates representing the shares of Class B
                  Nonvoting Stock to be converted so that the rights of the
                  holder thereof as to the shares being converted shall cease
                  except for the right to receive shares of Class A Voting
                  Stock, in accordance herewith, and the person entitled to
                  receive the shares of Class A Voting Stock shall be treated
                  for all purposes as having become the record holder of such
                  shares of Class A Voting Stock at such time.

                  (f) Adjustments. In the event that the Corporation at any time
            shall declare or pay, without consideration, any dividend on the
            Common Stock payable in either class of Common Stock or in any right
            to acquire either class of Common Stock for no consideration, or
            shall effect a subdivision of the outstanding shares of either class
            of Common Stock into a greater number of shares of such class of
            Common Stock (by stock split, reclassification or otherwise than by
            payment of dividend in Common Stock or in any right to acquire
            Common Stock), or in the event the outstanding shares of either
            class of Common Stock shall be combined or consolidated, by
            reclassification or otherwise, into a lesser number of shares of
            such class of Common Stock, then the number of shares of Class A
            Voting Stock into which each share of Class B Nonvoting Stock shall
            be convertible immediately prior to such event shall, concurrently
            with the effectiveness of such event, be proportionately decreased
            or increased, as appropriate, so that, after giving effect to such
            event, the aggregate number of shares of Class A Voting Stock
            issuable upon conversion of all of the then outstanding Class B
            Nonvoting Stock shall represent a percentage of the then outstanding
            shares of Class A Voting Stock (including the shares of Class A
            Voting Stock issuable upon such conversion) equal to such percentage
            determined prior to giving effect to such event. In the event that
            this Corporation shall declare or pay, without consideration, any
            dividend on the Common Stock payable in any right to acquire either
            class of Common Stock for no consideration, then the Corporation
            shall be deemed to have made a dividend payable in such class of
            Common Stock in an amount of shares equal to the maximum number of
            shares issuable upon exercise of such rights to acquire such class
            of Common Stock.

                  (g) Reservation of Stock. The Corporation shall at all times
            reserve and keep available out of its authorized but unissued shares
            of Class A Voting Stock, solely for the purpose of effecting the
            conversion of the shares of the Class B Nonvoting Stock, such number
            of its shares of Class A Voting Stock as shall from time to time be
            sufficient to effect the conversion of all outstanding shares of
            Class B Nonvoting Stock; and if at any time the number of authorized
            but unissued shares


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            of Class A Voting Stock shall not be sufficient to effect the
            conversion of all then outstanding shares of Class B Nonvoting
            Stock, the Corporation will take such corporate action as may, in
            the opinion of its counsel, be necessary to increase its authorized
            but unissued shares of Class A Voting Stock to such number of shares
            as shall be sufficient for such purpose, including, without
            limitation, engaging in best efforts to obtain the requisite
            stockholder approval of any necessary amendment to this Amended
            Certificate of Incorporation of the Corporation.


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