EXHIBIT 6
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT ("Amendment No. 1"), dated as of
March 29, 1999, between PLATINUM technology International, inc., a Delaware
corporation (the "Company"), and XXXXXX TRUST AND SAVINGS BANK (the "Rights
Agent"), amending the Rights Agreement, dated as of December 21, 1995, between
the Company and the Rights Agent (the "Rights Agreement").
W I T N E S S E T H
WHEREAS, the Board of Directors of the Company has approved an Agreement
and Plan of Merger (the "Merger Agreement") by and among Computer Associates
International, Inc., a Delaware corporation ("Parent"), HardMetal, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent ("Acquisition
Sub"), and the Company, providing for Acquisition Sub to commence an all-cash
tender offer for all outstanding shares of the common stock, $.001 par value per
share, of the Company (the "Offer") and for the subsequent merger of Acquisition
Sub with and into the Company (the "Merger");
WHEREAS, the Board of Directors of the Company has determined that the
Merger Agreement and the transactions contemplated thereby, including, without
limitation, the Offer and the Merger, are fair to and in the best interests of
the Company and its stockholders;
WHEREAS, the willingness of Parent and Acquisition Sub to enter into the
Merger Agreement is conditioned on, among other things, the amendment of the
Rights Agreement on the terms set forth herein;
WHEREAS, Section 27 of the Rights Agreement provides that the Company may
from time to time supplement or amend the Rights Agreement without the approval
of any holders of Rights Certificates to, among other things, make any
provisions with respect to the Rights which the Company may deem necessary or
desirable, any such supplement or amendment to be evidenced by a writing signed
by the Company and the Rights Agent; provided, however, that from and after such
time as any Person becomes an Acquiring Person, the Rights Agreement may not be
amended in any manner which would adversely affect the interest of the holders
of Rights; and
WHEREAS, in compliance with Section 27 of the Rights Agreement, the Company
desires to amend the Rights Agreement as hereinafter set forth and has executed
and delivered this Amendment No. 1 immediately prior to the execution and
delivery of the Merger Agreement.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as follows:
1. Section 1 of the Rights Agreement is hereby amended by adding the
following definitions thereto:
"Acquisition Sub" shall mean HardMetal, Inc., a Delaware corporation
and a wholly-owned subsidiary of Parent.
"Merger" shall mean the merger of Acquisition Sub with and into the
Company as contemplated by the Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan of Merger, dated
as of March 29, 1999, by and among Parent, Acquisition Sub and the Company,
as the same may be amended in accordance with the terms thereof.
"Offer" shall have the meaning set forth in the Merger Agreement.
"Parent" shall mean Computer Associates International, Inc., a
Delaware corporation.
2. Section 1(a) of the Rights Agreement is hereby amended by adding to
the end thereof the following:
"Notwithstanding anything to the contrary contained herein, neither
Parent nor any Affiliate of Parent shall be or become an Acquiring Person
(and no Shares Acquisition Date shall occur) as a result of (i) the
announcement, commencement or consummation of the Offer, or (ii) the
execution, delivery or performance of the Merger Agreement (or any
amendment thereto in accordance with the terms thereof) or the consummation
of the transactions contemplated thereby (including, without limitation,
the Offer and the Merger)."
3. Section 3(a) of the Rights Agreement is hereby amended by adding to
the end thereof the following:
"Notwithstanding anything to the contrary contained herein, no
Distribution Date shall occur as a result of (i) the announcement,
commencement or consummation of the Offer, or (ii) the execution, delivery
or performance of the Merger Agreement (or any amendment thereto in
accordance with the terms thereof) or the consummation of the transactions
contemplated thereby (including, without limitation, the Offer and the
Merger)."
4. Section 7(a) of the Rights Agreement is hereby amended by replacing
"(the "Final Expiration Date"), (ii) the time at which the Rights are redeemed
as provided in Section 23 hereof
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(the "Redemption Date"), or (iii) the time at which such rights are exchanged as
provided in Section 24 hereof" with the following:
", (ii) immediately prior to the effective time of the Merger (the
earlier of (i) and (ii) being herein referred to as the "Final Expiration
Date"), (iii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the "Redemption Date"), or (iv) the time at which such
Rights are exchanged as provided in Section 24 hereof."
5. Section 11 of the Rights Agreement is hereby amended by adding to the
end thereof the following:
"(o) Notwithstanding anything to the contrary contained herein, the
provisions of this Section 11 will not apply to or be triggered by (i) the
announcement, commencement or consummation of the Offer, or (ii) the
execution, delivery or performance of the Merger Agreement (or any
amendment thereto in accordance with the terms thereof) or the consummation
of the transactions contemplated thereby (including, without limitation,
the Offer and the Merger)."
6. Section 13 of the Rights Agreement is hereby amended by adding to the
end thereof the following:
"(d) Notwithstanding anything to the contrary contained herein, the
provisions of this Section 13 will not apply to or be triggered by the
execution, delivery or performance of the Merger Agreement or any amendment
thereto or the consummation of the transactions contemplated thereby
(including, without limitation, the Merger)."
7. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended by this Amendment No. 1.
8. Capitalized terms used herein but not defined herein shall have the
respective meanings ascribed to them in the Rights Agreement.
9. Except as set forth herein, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
10. This Amendment No. 1 may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, Company has caused this Amendment No. 1 to be duly
executed, all as of the day and year first above written.
PLATINUM technology International, inc.
Attest:
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Name:
Title: Title:
IN WITNESS WHEREOF, the undersigned, Xxxxxx Trust and Savings Bank, as
Rights Agent under the Rights Agreement, hereby acknowledges and agrees to this
Amendment No. 1.
XXXXXX TRUST AND SAVINGS BANK
Attest:
By: By:
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Name: Name:
Title: Title:
