Exhibit 4-A
THIRD AMENDMENT TO
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
THIRD AMENDMENT, dated as of June 30, 1997, to the Shareholder
Protection Rights Agreement dated as of September 12, 1989 (the "Agreement")
between Mercantile Bankshares Corporation, a Maryland corporation
(the "Company"), and Mercantile-Safe Deposit and Trust Company, a Maryland
trust company, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Agreement
specifying the terms of the Rights (as defined therein);
WHEREAS, A First Amendment to the Agreement was executed and
delivered, as of December 31, 1989, to reflect certain adjustments resulting
from a split of the Company's outstanding Common Stock effected on
December 31, 1989;
WHEREAS, a Second Amendment to the Agreement was executed and
delivered, as of September 30, 1993, to reflect certain adjustments resulting
from a split of the Company's outstanding Common Stock effected on
September 30, 1993;
WHEREAS, the Company has effectuated a further split of its
outstanding Common Stock in the form of a stock dividend pursuant to which one
additional share of the Company's authorized but unissued Common Stock has
become issuable on June 30, 1997 for each two shares of outstanding Common
Stock held of record at the close of business on June 20, 1997, pursuant to
which the Exercise Price (applicable to a Right) as defined in the Agreement
has been automatically adjusted from $60 to $40, and the Redemption Price
(applicable to a Right) has been automatically adjusted from $.0033 to $.0022;
and
WHEREAS, certain amendments to the Agreement are deemed desirable to
implement the purposes of the Agreement in view of the aforesaid stock split
and automatic adjustments;
NOW THEREFORE, in consideration of the premises and the respective
agreements set forth herein, the parties hereby agree as follows:
1. The current "Exercise Price," as defined in the Agreement, is
hereby confirmed to be adjusted from $60 to $40. The current
"Redemption Price," as defined in Article I of the Agreement, is
hereby confirmed to be adjusted from $0.0033 to $0.0022.
2. Exhibit A to the Agreement (Form of Rights Certificate) is amended
in the following respects: (i) the reference to the initial
Exercise Price per Right is changed from $60 to $40 and (ii) the
reference to the redemption price per Right is changed from
$0.0033 to $0.0022.
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3. In all respects not inconsistent with the terms and provisions of
this Amendment, the Agreement shall remain in full force and effect
in accordance with its terms and provisions. The parties may,
after or in conjunction with the execution and delivery of this
Amendment, enter into a restated Agreement setting forth in full
the terms of the Agreement as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
MERCANTILE BANKSHARES CORPORATION
By: /s/ X. Xxxxxxx Xxxxxxx
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X. Xxxxxxx Xxxxxxx, Chairman
MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxx, Xx.
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Xxxxxx X. Xxxx, Xx.
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EXHIBIT A
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[Form of Rights Certificate]
Certificate No. W- Rights
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THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT
THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR AFFILIATES
OR ASSOCIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE VOID.
Rights Certificate
MERCANTILE BANKSHARES CORPORATION
This certifies that , or registered assigns, is
the registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and
conditions of the Shareholder Protection Rights Agreement, dated as of
September 12, 1989 (as such may be amended from time to time, the "Rights
Agreement"), between Mercantile Bankshares Corporation, a Maryland
corporation (the "Company"), and Mercantile-Safe Deposit and Trust Company,
a Maryland trust company, as Rights Agent (the "Rights Agent", which term
shall include any successor Rights Agent under the Rights Agreement), to
purchase from the Company at any time after the Separation Time (as such
term is defined in the Rights Agreement) and prior to the close of business
on September 29, 1999, one two-hundredth of a fully paid share of Class A
Preferred Stock (the "Preferred Stock"), of the Company (subject to
adjustment as provided in the Rights Agreement) at the Exercise Price
referred to below, upon presentation and surrender of this Rights
Certificate with the Form of Election to Exercise duly executed at the
principal office of the Rights Agent in the city of Baltimore. The Exercise
Price shall initially be $40 per Right and shall be subject to adjustment in
certain events as provided in the Rights Agreement.
In certain circumstances described in the Rights Agreement, the
Rights evidenced hereby may entitle the registered holder thereof to
purchase securities of any entity other than the Company or securities or
assets of the Company other than Preferred Stock, all as provided in the
Rights Agreement.
This Rights Certificate is subject to all of the terms, provisions
and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated
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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 Rights Certificates. Copies of the
Rights Agreement are on file at the principal office of the Company and are
available without cost upon written request.
This Rights Certificate, with or without other Rights
Certificates, upon surrender at the office of the Rights Agent designated
for such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and date evidencing an aggregate number of Rights
equal to the aggregate number of Rights evidenced by the Rights Certificate
or Rights Certificates surrendered. If this Rights Certificate shall be
exercised in part, the registered holder shall be entitled to receive, upon
surrender hereof, another Rights Certificate or Rights Certificates for the
number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be (a) redeemed by the Company under
certain circumstances at its option at a redemption price of $0.0022 per
Right or (b) exchanged by the Company under certain circumstances at its
option for one share of Common Stock or one two-hundredth of a share of
Preferred Stock per Right (or, in certain cases, other securities or assets
of the Company), subject in each case to adjustment in certain events as
provided in the Rights Agreement.
No holder of this Rights Certificate, as such, shall be entitled
to vote or receive dividends or be deemed for any purpose the holder of any
securities 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 shareholder
of the Company or any right to vote for the election of directors or upon
any matter submitted to shareholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings
or other actions affecting shareholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise,
until the Rights evidenced by this Rights Certificate shall have been
exercised as provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
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WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.
Date:
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ATTEST: MERCANTILE BANKSHARES CORPORATION
------------------------------ By:----------------------------------
Secretary
Countersigned:
MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY
By: -------------------------------
Authorized Signature
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[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Rights Certificates.)
FOR VALUE RECEIVED hereby
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sells, assigns and transfers unto
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(Please print name and address of transferee)
this Rights Certificate, together with all right,
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title and interest therein, and does hereby irrevocably constitute and
appoint Attorney, to transfer the within Rights
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Certificate on the books of the within-named Company, with full power of
substitution.
Dated: , 19
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Signature Guaranteed:
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Signature
(Signature must correspond to name
as written upon the face of this
Rights Certificate in every
particular, without alteration or
enlargement or any change
whatsoever).
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.
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(To be completed if true)
The undersigned hereby represents, for the benefit of all holders of Rights
and shares of Common Stock, that the Rights evidenced by this Rights
Certificate are not, and, to the knowledge of the undersigned, have never
been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement).
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Signature
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[To be attached to each Rights Certificate]
FORM OF ELECTION TO EXERCISE
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(To be executed if holder desires to
exercise the Rights Certificate.)
TO: MERCANTILE BANKSHARES CORPORATION
The undersigned hereby irrevocably elects to exercise
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whole Rights represented by the attached Rights Certificate to purchase one
two-hundredth of a share of Class A Preferred Stock, issuable upon the
exercise of such Rights and requests that certificates for such shares be
issued in the name of:
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Address
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Social Security or Other Taxpayer
Identification Number:
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If such number of Rights shall not be all the Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such Rights
shall be registered in the name of and delivered to:
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Address
------------------------------------------------
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Social Security or Other Taxpayer
Identification Number:
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Dated: , 19
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Signature Guaranteed: ----------------------------------
Signature
(Signature must correspond to name
as written upon the face of this
Rights Certificate in every
particular, without alteration or
enlargement or any change whatsoever)
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.
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(To be completed if true)
The undersigned hereby represents, for the benefit of all holders of Rights
and shares of Common Stock, that the Rights evidenced by this Rights
Certificate are not, and, to the knowledge of the undersigned, have never
been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement).
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Signature
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NOTICE
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In the event the certification set forth above is not completed in
connection with a purported assignment or exercise, the Company will deem
the beneficial owner of the Rights evidenced by this Rights Certificate to
be an Acquiring Person or an Affiliate or Associate thereof (as defined in
the Rights Agreement) and accordingly will deem the Rights evidenced by this
Rights Certificate to be void and not transferable or exercisable.
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