EXHIBIT 19.2
Amendment No. 1
To The
Rights Agreement
This Amendment (the "Amendment") is entered into as of the 5th day of
February, 1999, between SIZELER PROPERTY INVESTORS, INC., a Delaware corporation
(the "Company"), and THE BANK OF NEW YORK, a New York banking corporation (the
"Rights Agent").
W I T N E S S E T H
WHEREAS, Company and the Rights Agent entered into a Rights Agreement dated
as of August 6, 1998, to correct two typographical errors which respectively
appeared in Sections 7(c) and 9(e) and to delete a provision in response to
recent decisions of the Delaware courts.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties agree as follows:
1. The first sentence of the legend appearing in Section 3, paragraph
(c), shall be amended by inserting the underlined language as follows:
"This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement between Sizeler
Property Investors, Inc. (the "Company") and The Bank of New York, as
Rights Agent, dated as of August 6, 1998, as amended from time to time (the
"Rights Agreement"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal offices of the
Company. Under certain circumstances, as set forth in the Rights Agreement,
such Rights will be evidenced by separate certificates and will no longer
be evidenced by this certificate. The Company will mail to the holder of
this certificate a copy of the Rights Agreement, as in effect on the date
of mailing, without charge promptly after receipt of a written request
therefor. Under certain circumstances set forth in the Rights Agreement,
Rights issued to, or held by, any Person who is, was or becomes an
Acquiring Person or an Adverse Person or any Affiliate or Associate thereof
(as such terms are defined in the Rights
Agreement), whether currently held by or on behalf of such Person or by any
subsequent holder, may become null and void."
2. Section 7, paragraph (c) shall be amended as follows:
(c) Action by Rights Agent. Upon receipt of a Rights
Certificate representing exercisable Rights, with the form of election
to purchase and the certificate duly executed, accompanied by payment
with respect to each Right so exercised in compliance with paragraphs
(a) and (b) of this Section 7, the Rights Agent shall, subject to
Section 20(k) hereof, thereupon promptly requisition from any transfer
agent of the shares of Preferred Stock (or make available, if the
Rights Agent is the transfer agent for such shares) certificates for
the total number of one one-thousandths of a share of Preferred Stock
to be purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests, or if the Company
shall have elected to deposit the total number of shares of Preferred
Stock issuable upon exercise of the Rights hereunder with a depositary
agent, requisition from the depositary agent depositary receipts
representing such number of one one-thousandths of a share of
Preferred Stock as are to be purchased (in which case certificates for
the shares of Preferred Stock represented by such receipts shall be
deposited by the transfer agent with the depositary agent) and the
Company will direct the depositary agent to comply with such request,
requisition from the Company the amount of cash, if any, to be paid in
lieu of fractional shares in accordance with Section 14, after receipt
of such certificates or depositary receipts, cause the same to be
delivered to or upon the order of the registered holder of such Rights
Certificate, registered in such name or names as may be designated by
such holder, and after receipt thereof, deliver such cash, if any, to
or upon the order of the registered holder of such Rights Certificate.
3. Section 9, paragraph (e) shall be amended as follows:
(e) Transfer Taxes and Charges. The Company will pay when due and
payable any and all federal and state transfer taxes and charges which may
be payable in respect of the issuance or delivery of the Rights
Certificates and of any certificates for a number of one one-thousandths of
a share of Preferred Stock (or Common Stock and/or other securities, as the
case may be) upon the
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exercise of Rights. The Company shall not, however, be required to pay any
transfer tax which may be payable in respect of any transfer or delivery of
Rights Certificates to a Person other than, or the issuance or delivery of
a number of one one-thousandths of a share of Preferred Stock (or Common
Stock and/or other securities, as the case may be) in respect of a name
other than that of, the registered holder of the Rights Certificates
evidencing Rights surrendered for exercise or to issue or deliver any
certificates for a number of one one-thousandths of a share of Preferred
Stock (or Common Stock and/or other securities, as the case may be) in a
name other than that of the registered holder upon the exercise of any
Rights until such tax shall have been paid (any such tax being payable by
the holder of such Rights Certificate at the time of surrender) or until it
has been established to the Company's satisfaction that no such tax is due.
4. Section 23, paragraph (c) shall be deleted in its entirety.
5. All other provisions of the Agreement are hereby affirmed.
6. This Amendment may be signed in separate counterparts which together
shall constitute a valid Amendment to the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: SIZELER PROPERTY INVESTORS, INC.
By: /s/ Xxxxx X. X'Xxxxx, Xx. By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxx X. X'Xxxxx, Xx., Xxxxxx X. Xxxxxxx, Xx., Vice Chairman
Secretary and President
Attest: THE BANK OF NEW YORK, as Rights Agent
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxx X. Xxxxxxxxx
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Xxxxxxx Xxxxxx Xxxx X. Xxxxxxxxx
Assistant Vice President Vice President
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