Exhibit 99.1
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made and entered
as of the 7th day of July, 2001, by and between EQUIFAX INC., a Georgia
corporation (the "Company"), and SUNTRUST BANK, a Georgia banking corporation
(the "Rights Agent").
PRELIMINARY STATEMENTS
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The Company and the Rights Agent entered into that certain Rights Agreement
dated as of October 25, 1995 (the "Original Agreement"). The parties now desire
to amend the Original Agreement in certain respects to adjust the Purchase
Price, as defined in the Original Agreement, to reflect appropriately the effect
of a special distribution to the shareholders of the Company of all of the
shares of Certegy Inc., a wholly-owned subsidiary of the Company (as well as all
prior Purchase Price adjustments and/or events for which an adjustment is
appropriate), such amendment to be cumulative of, and in lieu of, any and all
other adjustments under the terms of the Original Agreement through the date of
such special distribution.
NOW THEREFORE, in consideration of the preliminary statements and mutual
promises and agreements hereinafter set forth, and intending to be legally
bound, the parties hereto agree as follows:
1. Definition of Terms. Terms used herein with their initial letters
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capitalized and not otherwise defined herein shall have the meaning given to
such terms in the Original Agreement.
2. Amendment to Original Agreement. The Original Agreement is hereby
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amended in the following respect:
(a) Amendment to Section 1(q). Section 1(q) of the Original Agreement
is amended so that as amended such section shall read in its entirety as
follows:
"Purchase Price" shall mean $55 per Common Share,
and shall be subject to further adjustment as
provided in this Agreement from time to time
after the date of distribution by the Company to
its shareholders of the shares of Certegy Inc., a
Georgia corporation.
3. Ratification. The Original Agreement is hereby ratified, confirmed and
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reaffirmed in its entirety in all other respects.
4. Miscellaneous.
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(a) Governing Law. This Amendment shall be deemed to be made in, and
in all respects shall be interpreted, construed and governed by and in
accordance with, the laws of the State of Georgia.
(b) Counterparts. This Amendment may be signed by each party hereto
upon a separate copy, in which event all of said copies shall constitute a
single counterpart to this Amendment. This Amendment may be executed in any
number of counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument, and it shall not
be necessary, in making proof of this Amendment, to account for more than one
such counterpart.
(c) Entire Agreement. No additional or further amendment, change,
modification or waiver shall be enforceable unless in writing and signed by the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
Attest: EQUIFAX INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxx
Title: Assistant Secretary Title: Corporate Vice President,
General Counsel and
Secretary
Attest: SUNTRUST BANK
By: /s/ Xxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Vice President Title: Vice President
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