Exhibit 4.2
March 19, 1998
Boatmen's Trust Company, as Rights Agent
000 Xxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
ChaseMellon Shareholder Services, L.L.C. as Successor Rights Agent,
000 Xxxxx Xxxxxxxx, Xxxxx 0000
Xx. Xxxxx, Xxxxxxxx 00000
Re: Successor Rights Agent
Ladies and Gentlemen:
Pursuant to Section 21 of the Rights Agreement by and between Anheuser-Xxxxx
Companies, Inc. and Boatmen's Trust Company dated October 26, 1994 (the
"Agreement") by execution and delivery of this letter agreement, Boatmen's
Trust Company hereby resigns as Rights Agent under the Agreement,
ChaseMellon Shareholder Services, L.L.C. (the "Successor Agent") is hereby
appointed successor rights agent under the Agreement and the Successor
Agent hereby accepts such appointment.
Furthermore, the Agreement is amended as follows:
(a) Section 2 hereby modified and amended by deleting: "as agent for the
Company and the holders of the Rights (who, in accordance with Section
3 hereof, shall prior to the Distribution Date also be the holders of
the Common Stock)" and replacing it with: "as rights agent hereunder."
(b) The second sentence in Section 3(b) is hereby modified and amended by
deleting: "and shall bear the following legend" and replacing it with:
"and shall bear a legend substantially to the following effect."
(c) Section 21 of the Rights Agreement is hereby modified and amended by
deleting the fifth sentence in its entirety and replacing it with:
"Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be either (a) a corporation organized and doing
business under the laws of the United States or of any state of the
United States, in good standing, which is authorized under such laws
to exercise corporate trust powers and is subject to supervision or
examination by federal or state authority and which has at the time of
its appointment as Rights Agent a combined capital and surplus of at
least $100,000,000 or (b) an Affiliate of such a corporation."
(d) All provisions of the Agreement not amended hereby shall remain in full
force and effect.
(e) This letter agreement shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such
State.
(f) This letter agreement may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but
one and the same instrument.
In executing this letter agreement, the Successor Agent shall be entitled to
all the privileges and immunities afforded to the Rights Agent and assumes
all obligations of the Rights Agent under the terms and conditions of the
Agreement.
ANHEUSER-XXXXX COMPANIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Title: Group Vice President and General
Counsel
BOATMEN'S TRUST COMPANY,
as Rights Agent
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Title: Vice President
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
as Successor Rights Agent
By: /s/ H. Xxxxxx Xxxxxxxx
--------------------------------------
Title: Vice President
