Exhibit 2.1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT (the "Amendment"), dated as of February 22, 1998, to the
Rights Agreement, dated as of November 11, 1988 (the "Rights Agreement"),
between Magna Group, Inc., a Delaware corporation (the "Company"), and Magna
Bank, N.A., as successor Rights Agent (the "Rights Agent").
Recitals
I. The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement.
II. Union Planters Corporation, a Tennessee corporation
("Acquiror"), and the Company contemplate entering into an Agreement and Plan of
Reorganization (the "Merger Agreement") pursuant to which, among other things,
the Company will merge with and into Union Planters Holding Corporation, a
wholly-owned subsidiary of Acquiror organized under the laws of the State of
Tennessee (the "Merger"). The Board of Directors of the Company has approved the
Merger Agreement.
III. In connection with the Merger Agreement, Acquiror and the
Company contemplate entering into a stock option agreement (the "Stock Option
Agreement") pursuant to which the Company will grant to Acquiror an option to
purchase shares of the Company's common stock, par value $2.00 per share, on the
terms and subject to the conditions set forth in the Stock Option Agreement. The
Board of Directors of the Company has approved the Stock Option Agreement.
IV. Pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement and amend the Rights
Agreement.
V. The Board of Directors of the Company has determined that an
amendment to the Rights Agreement as set forth herein is necessary and desirable
in connection with the foregoing and the Company and the Rights Agent desire to
evidence such amendment in writing.
VI. All acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms, have been done and performed, and
the execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.
Accordingly, the parties agree as follows:
A. Amendment of Section 1. Section 1 of the Rights Agreement is
supplemented to add the following definitions in the appropriate locations:
"Merger Agreement" shall mean the Agreement and Plan of Merger,
dated as of February 22, 1998, by and between Magna Group, Inc. and
Union Planters Corporation, as it may be amended from time to time.
"Merger" shall have the meaning set forth in the Merger Agreement.
"Stock Option Agreement" shall have the meaning set forth in the
Merger Agreement.
B. Amendment of the definition of "Acquiring Person". The
definition of "Acquiring Person" in Section 1(a) of the Rights Agreement is
amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, Union
Planters Corporation shall not be deemed to be an Acquiring Person solely
by virtue of (i) the execution of the Merger Agreement or the Stock Option
Agreement, (ii) the consummation of the Merger or (iii) the consummation
of the other transactions contemplated in the Merger Agreement or the
Stock Option Agreement."
C. Amendment of the definition of "Distribution Date". The
definition of "Distribution Date" in Section 1(g) of the Rights Agreement is
amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as the
result of (i) the execution of the Merger Agreement or the Stock Option
Agreement, (ii) the consummation of the Merger, or (iii) the consummation
of the other transactions contemplated in the Merger Agreement and the
Stock Option Agreement."
D. Amendment of Expiration Date of Rights. Section 7(a) of
the Rights Agreement is amended and restated to read in its entirety as follows:
"The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein) in whole or
in part at any time after the Distribution Date upon surrender of the
Right Certificate, with the form of election to purchase on the reverse
side thereof duly executed, to the Rights Agent at the principal office of
the Rights Agent, together with payment of the Purchase Price for each one
one-hundredth of a share of Preferred Stock as to which the Rights are
exercised, at or prior to Close of Business on the earlier of (i) November
22, 1998 (the "Final Expiration Date"), (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof, (iii) the time at which the
Rights are exchanged as provided in Section 24 hereof (such earlier date
being herein referred to as the "Expiration Date"), or (iv) the
consummation of the Merger."
E. Amendment of Section 29. Section 29 of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any holder of
Rights or any other Person any legal or equitable rights, remedies or
claims under this Agreement by virtue of the execution of the Merger
Agreement or the Stock Option Agreement or by
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virtue of any of the transactions contemplated by the Merger Agreement or
the Stock Option Agreement."
F. Effectiveness. This Amendment shall be deemed effective as of
the date first written above, as if executed on such date. Except as amended
hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
G. Miscellaneous. This Amendment 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 to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, 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. If any provision, covenant
or restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be effected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the date and year first above written.
Attest: MAGNA GROUP, INC.
/s/ Xxxxxxx X. Xxxxxx /s/ G. Xxxxxx Xxxxx
Name: Xxxxxxx X. Xxxxxx Name: G. Xxxxxx Xxxxx
Title: Secretary Title: Chairman, President and Chief
Executive Officer
Attest: MAGNA BANK, N.A.
/s/ Xxxxxxx X. Xxxxxx /s/ G. Xxxxxx Xxxxx
Name: Xxxxxxx X. Xxxxxx Name: G. Xxxxxx Xxxxx
Title: Secretary Title: Chairman, President and Chief
Executive Officer
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