Exhibit 1
AMENDMENT NO. 2
TO THE AMENDED AND RESTATED RIGHTS AGREEMENT
This Amendment No. 2 to the Amended and Restated Rights Agreement (the
"Rights Agreement") dated as of July 18, 1996 between Southwest Airlines Co., a
Texas corporation (the "Company"), and Continental Stock Transfer & Trust
Company, a New York trust company, as Rights Agent, is dated as of March 29,
2004.
RECITALS OF THE COMPANY
The Company desires to amend the Rights Agreement in order to accelerate
the Final Expiration Date (as defined therein) to March 31, 2004, and Section 29
of the Rights Agreement permits such amendment without the approval of any
holders of the Right Certificates (as defined therein).
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:
1. The definition of Final Expiration Date contained in Section 1, Certain
Definitions, of the Rights Agreement is hereby amended to read as follows:
"Final Expiration Date" shall mean March 31, 2004.
2. Exhibit A, Form of Right Certificate is hereby amended to read as set
forth in Exhibit A to this Amendment No. 2.
3. All of the remaining terms and provisions of the Rights Agreement shall
remain in full force and effect.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
the Amended and Restated Rights Agreement to be duly executed, as of the day and
year first above written.
SOUTHWEST AIRLINES CO.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: CEO & Vice Chairman
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
As Rights Agent
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
and President
EXHIBIT A
[Form of Right Certificate]
Certificate No. R- ______
Rights
NOT EXERCISABLE AFTER MARCH 31, 2004 OR EARLIER IF
REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO
REDEMPTION AND TO EXCHANGE ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS
BENEFICIALLY OWNED BY ACQUIRING PERSONS (AS DEFINED IN
SECTION 1 OF THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID.
Right Certificate
SOUTHWEST AIRLINES CO.
This certifies that _____________________________, or registered assigns,
is the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Amended and Restated Rights Agreement, dated as of July 18, 1996 (the
"Rights Agreement"), as amended, between Southwest Airlines Co., a Texas
corporation (the "Company"), and Continental Stock Transfer & Trust Company
(the "Rights Agent"), to purchase from the Company at any time after the
Distribution Date (as such term is defined in the Rights Agreement) and prior
to 5:00 p.m., New York City time, on March 31, 2004, at the Corporate Trust
Office of the Rights Agent (or at the office of its successor as Rights Agent),
one fully paid non-assessable share of the Common Stock (the "Common Shares")
of the Company, at a purchase price of $3.29 per Common Share (the "Purchase
Price"), upon presentation and surrender of this Right Certificate with the
Form of Election to Purchase duly executed. The number of Rights evidenced by
this Right Certificate (and the number of Common Shares which may be purchased
upon exercise hereof) set forth above, and the Purchase Price set forth above,
are the number and Purchase Price as of March 29, 2004, based on the Common
Shares as constituted at such date. As provided in the Rights Agreement, the
Purchase Price and the number of Common Shares which may be purchased upon the
exercise of the Rights evidenced by this Right Certificate are subject to
modification and adjustment upon that happening of certain events.
This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right Certificates. Copies of
the Rights Agreement are on file at the principal place of business and the
registered office of the Company and the Corporate Trust Office of the Rights
Agent.
This Right Certificate, with or without other Right Certificates, upon
surrender at the Corporate Trust Office of the Rights Agent, may be exchanged
for another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
Common Shares as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to purchase. If this
Right Certificate shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or Right Certificates
for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Certificate (i) may be redeemed by the Company at a redemption price
set forth in the Rights Agreement or (ii) may be exchanged by the Company in
whole or in part for Common Shares.
No fractional Common Shares will be issued upon the exercise of any Right
or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.
No holder of this Right Certificate shall be entitled to vote or receive
dividends or be deemed for any purpose the holder of the Common Shares or of
any other securities of the Company which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company, including without limitation, any right to vote for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, to give or withhold consent to any corporate action, to receive
notice of meetings or other actions affecting stockholders (except as provided
in the Rights Agreement), or to receive dividends or subscription rights, until
the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Agreement
This Right Certificate shall not be entitled to any benefit under the
Rights Agreement or be valid or obligatory for any purpose until it shall have
been authenticated by an authorized signatory of the Rights Agent.
WITNESS the facsimile signatures of the proper officers of the Company and
its corporate seal.
Dated as of ___________________, ____.
ATTEST: SOUTHWEST AIRLINES CO.
[SEAL]
By:
Secretary President
Authentication:
This is one of the Right Certificates referred to in the within-mentioned Rights
Agreement.
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Rights Agent
By:
Authorized Signatory
[Form of Reverse Side of Right Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder
desires to transfer the Right Certificate)
FOR VALUE RECEIVED, _________________________ hereby sells, assigns and
transfers unto
(Please print name and address of transferee)
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ______________________________
Attorney, to transfer the within Right Certificate on the books of the within-
named Company, with full power of substitution.
Dated as of ___________________, ____.
Signature
Signature Guaranteed:
Signatures must be guaranteed by a bank, broker, dealer, savings
institution or other eligible institution participating in a signature guarantee
medallion program recognized by the Securities Transfer Association, Inc.
[To be executed if statement is correct]
The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).
Signature
[Form of Reverse Side of Right Certificate -- continued]
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to
exercise the Right Certificate)
TO SOUTHWEST AIRLINES CO.:
The undersigned hereby irrevocably elects to exercise _____________
Rights represented by this Right Certificate to purchase the Common Shares (or
other securities) issuable upon the exercise of such Rights and requests that
certificates for such Common Shares (or other securities) be issued in the name
of:
Please insert social security
or other identifying number:
(Please print name and address)
If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:
Please insert social security
or other identifying number:
(Please print name and address)
Dated as of , .
Signature
[Form of Reverse Side of Right Certificate -- continued]
Signature Guaranteed:
Signatures must be guaranteed by a bank, broker, dealer, savings
institution or other eligible institution participating in a signature
guarantee medallion program recognized by the Securities Transfer Association,
Inc.
[To be executed if statement is correct]
The undersigned hereby certifies that the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).
Signature
NOTICE
The signature in the foregoing Form of Assignment or Form of Election to
Purchase must conform to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any
change whatsoever.
In the event the certification set forth above in the Form of Assignment
or the Form of Election to Purchase, as the case may be, is not completed, the
Company and the Rights Agent will deem the beneficial owner of the Rights
evidenced by this Right Certificate to be an Acquiring Person or an Affiliate
or Associate thereof (as defined in the Rights Agreement) and such Assignment or
Election to Purchase will not be honored.
