EXHIBIT 1
FIRST AMENDMENT
FIRST AMENDMENT, dated as of September 2, 1998 to the Amended and
Restated Rights Agreement between Mallinckrodt Inc. (formerly Mallinckrodt Group
Inc.), a New York corporation (the "Company"), and The First National Bank of
Chicago (the "Rights Agent"), dated as of February 19, 1996 (the "Rights
Agreement").
W I T N E S E T H
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 27 thereof; and
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the Company and the Rights Agent agree as follows:
1. Title and Heading. The title and heading of the Rights Agreement as
it appears on page 1 of the Rights Agreement is hereby amended and restated in
its entirety as follows:
"This Amended and Restated Rights Agreement between Mallinckrodt Inc.
(formerly Mallinckrodt Group Inc.), a New York corporation (the "Company")
and The First National Bank of Chicago (the "Rights Agent"), dated as of
February 19, 1996, and as further amended on September 2, 1998."
2. Amendment to Section 1. Subparagraph (a) in Section 1 of the Rights
Agreement is hereby amended by adding the word "(A)" between the words "include"
and "any" in the proviso thereof and by adding at the beginning of clause (iii)
of such subparagraph (a) the following:
"who shall become the Beneficial Owner of 20% or more of the outstanding
shares of Common Stock but who acquired Beneficial Ownership of shares of
Common Stock without any plan or intention to seek or affect control of the
Company, if such Person promptly divests or enters into an irrevocable
commitment to divest, and thereafter promptly divests (without exercising
or retaining any power, including voting, with respect to such shares),
sufficient shares of Common Stock (or securities convertible into,
exchangeable into or exercisable for Common Stock) so that such Person
ceases to be the Beneficial Owner of 20% or more of the outstanding shares
of Common Stock and (B)"
3. Amendment to Section 26. Section 26 of the Rights Agreement is
hereby amended by adding a new sub-paragraph (c) at the end thereof as follows:
"(c) It is understood that the Independent Directors Committee (as defined
below) of the Board of Directors of the Company shall review and evaluate
this Rights Agreement in order to consider whether the maintenance of this
Rights Agreement continues to be in the interests of the Company, its
shareholders and any other relevant constituencies of the Company, at least
every three years, or sooner than that if any Person shall have made a
proposal to the Company, or taken any such other action, that, if
effective, could cause such Person to become an Acquiring Person hereunder,
if a majority of the members of the Independent Directors Committee shall
deem such review and evaluation appropriate after giving due regard to all
relevant circumstances. Following each such review, the Independent
Directors Committee will communicate its conclusions to the full Board of
Directors, including any recommendation in light thereof as to whether this
Rights Agreement should be modified or the Rights should be redeemed. The
Independent Directors Committee shall be comprised of the Directors of the
Company who shall have been determined to be independent by the
determination by the Corporate Governance Committee of the Board, in
accordance with criteria adopted by it."
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
Attest: MALLINCKRODT INC.
By /s/ Xxxxxx X. Xxxxxxxx By /s/ Xxxxx X. Xxxxxx
---------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice-President, Secretary
& General Counsel
Attest: THE FIRST NATIONAL BANK
OF CHICAGO
By /s/ Xxxxxx Xxxxxxxx By /s/ Xxxxx X. Xxxxxxxx
---------------------------- --------------------------------
Name: Xxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Account Officer Title: Assistant Vice President
