Exhibit 99.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to the Rights Agreement between KPMG Consulting,
Inc., a Delaware corporation (the "Company"), and EquiServe Trust Company, N.A.,
as Rights Agent (the "Rights Agent"), dated October 2, 2001 (the "Rights
Agreement") is hereby adopted as of August 19, 2002.
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company proposes to acquire the outstanding shares of KPMG
Consulting AG ("KCA") pursuant to that certain share purchase agreement dated as
of June 8, 2002 by and among the Company, KPMG DTG, the majority shareholder of
KCA, and minority shareholders of KCA (the "Share Purchase Agreement");
WHEREAS, the Board of Directors of the Company has determined it advisable
and in the best interest of its stockholders to amend the Rights Agreement to
ensure that neither the Share Purchase Agreement, public disclosure related to
the Share Purchase Agreement, nor the transactions contemplated by the Share
Purchase Agreement will cause KPMG DTG or any minority shareholders of KCA to
become an "Acquiring Person" (as defined in the Rights Agreement) or to
otherwise trigger the Rights.
WHEREAS, the Company desires to amend the Rights Agreement in accordance
with Section 27 of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth herein and in the Rights Agreement, the parties hereby agree as follows:
Section 1. Amendments to the Rights Agreement. The Rights Agreement is
hereby amended as set forth in this Section 1.
(a) The definition of "Acquiring Person" in Section 1 of the Rights
Agreement is hereby amended by adding the following sentence to
the end of that definition:
Notwithstanding the foregoing, no Person shall be or
become an Acquiring Person by reason of the execution and
delivery of the Share Purchase Agreement (the "Share
Purchase Agreement") dated as of June 8, 2002 by and among
the Company, KPMG DTG and the other Sellers listed in
Annex 1 thereto or the issuance of common stock, par value
$.01 per share, of the Company pursuant to the Share
Purchase Agreement; and
(b) The definition of "Shares Acquisition Date" set forth in
Section 1 of the Rights Agreement is hereby amended by adding
the following sentence to the end of that definition:
Notwithstanding the foregoing, a Shares Acquisition Date
shall not occur or be deemed to have occurred as a result
of the execution and delivery of the Share Purchase
Agreement or the issuance of common stock, par value $.01
per share, of the Company pursuant to the Share Purchase
Agreement, or the public disclosure of any fact or event
related to the Share Purchase Agreement.
(c) Section 3(a) of the Rights Agreement shall be amended by adding
the following sentence to the end thereof:
Notwithstanding anything else set forth in this Agreement,
no Distribution Date shall be deemed to have occurred
solely by reason of the execution and delivery of the
Share Purchase Agreement or the consummation of the
transactions contemplated thereby.
Section 2. Miscellaneous.
(a) Except as set forth herein, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected by
this amendment.
(b) This amendment 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of August 19, 2002.
KPMG CONSULTING, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President,
General Counsel and Secretary
EQUISERVE TRUST COMPANY, N.A.
as Rights Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director Client
Administration
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