EXHIBIT 4
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT (the "Amendment"), dated as of March 15, 1999, to the
Amended and Restated Rights Agreement, dated as of December 13, 1996,
between Pioneer Hi-Bred International, Inc., an Iowa corporation (the
"Company") and BankBoston N.A. (formally known as The First National Bank
of Boston) (the "Rights Agent"), as amended (the "Rights Agreement").
RECITALS
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I. The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement.
II. The Company, E.I. du Pont de Nemours and Company, a Delaware
corporation ("DuPont") and Delta Acquisition Sub., an Iowa corporation and
wholly owned subsidiary of DuPont ("Newco"), contemplate entering into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to which,
among other things, the Company will merge with and into Newco (the
"Merger").
III. 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 in order to make any change which the Company may deem necessary
or desirable.
IV. The Board of Directors of the Company has determined that an
amendment to the Rights Agreement as set forth herein is necessary and
desirable and is consistent with the objectives of the Board of Directors
of the Company in adopting the Rights Agreement, and the Company and Rights
Agent desire to evidence such amendment in writing.
V. All 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:
"'Class B Common Stock' shall have the meaning set forth in the
Merger Agreement (as defined herein)."
"'Merger Agreement' shall mean the Agreement and Plan of Merger,
dated as of March [ ], 1999 by and among Pioneer Hi-Bred
International, Inc., E.I. du Pont de Nemours and Company and Newco, as
it may be amended from time to time."
"'Merger' shall have the meaning set forth in the Merger
Agreement."
"'Newco' shall have the meaning set forth in the Merger
Agreement."
B. Amendment of the definition of "Acquiring Person". The
definition of "Acquiring Person in subsection 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, E.I.
du Pont de Nemours and Company, Newco and their Affiliates and
Associates shall not, individually or collectively, be deemed to be an
Acquiring Person by virtue of (i) the execution of the Merger
Agreement, (ii) the exchange of the Class B Common Stock for five-vote
per share Common Shares or (iii) the consummation of the Merger."
C. Amendment of the definition of "Distribution Date". The
definition of "Distribution Date" in subsection 3(a) shall be amended by
adding the following sentence at the end of subsection 3(a):
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as the result
of (i) the execution of the Merger Agreement, (ii) the announcement of
the Merger or any of the other transactions contemplated in the Merger
Agreement, (iii) the exchange of the Class B Common Stock for
five-vote per share Common Shares or (iv) the consummation of the
Merger."
D. Amendment of the definition of "Shares Acquisition Date". The
definition of "Shares Acquisition Date" in subsection 1(p) of the Rights
Agreement is amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Shares Acquisition Date shall not be deemed to have occurred as the
result of (i) the execution of the Merger Agreement, (ii) the
announcement of the Merger or any of the other transactions
contemplated in the Merger Agreement, (iii) the exchange of the Class
B Common Stock for five-vote per share Common Shares or (iv) the
consummation of the Merger."
E. Amendment of Expiration Date of Rights. Subsection 7(a) of the
Rights Agreement is amended by adding the following sentence at the end
thereof:
"Notwithstanding anything in this Agreement to the contrary, the
Rights shall expire immediately prior to the consummation of the
Merger unless earlier redeemed by the Company."
F. Amendment of Section 30. Section 30 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 (i) the execution of the
Merger Agreement, (ii) the announcement of the Merger or any of the
other transactions contemplated in the Merger Agreement, (iii) the
exchange of the Class B Common Stock for five-vote per share Common
Shares or (iv) the consummation of the Merger."
G. 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.
H. Miscellaneous. 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 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 affected, impaired or
invalidated.
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: PIONEER HI-BRED INTERNATIONAL, INC.
/s/ Xxxxxxx X. Xxxxxxx
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Name:
Title:
Attest: BANKBOSTON N.A.
/s/ Xxxxx Xxxxxx
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Name:
Title:
