Exhibit 99.2
Aerovox Incorporated
and
American Stock Transfer & Trust Company
as successor Rights Agent
Amendment No. 2 to the
Rights Agreement
Dated as of December 1, 1989
Amendment No. 2
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This Amendment No. 2, dated as of October 20, 1999 (this "Amendment"), is
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among Aerovox Incorporated, a Delaware corporation (the "Company"), and American
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Stock Transfer & Trust Company, as successor Rights Agent:
WHEREAS, pursuant to Section 21 of the Rights Agreement, the Company
removed ChaseMellon Shareholder Services (as successor rights agent to Mellon
Bank, N.A.) as Rights Agent and appointed American Stock Transfer & Trust
Company as successor Rights Agent, both effective October 13, 1999.
WHEREAS, pursuant to Section 27 of the Rights Agreement (as defined below),
the Company may from time to time supplement or amend the Rights Agreement in
accordance with the provisions of Section 27 thereof;
WHEREAS, the Company desires to make certain amendments to the Rights
Agreement; and
WHEREAS, the execution and delivery of this Amendment by the Company and
the Rights Agent have been in all respects duly authorized by each of them;
Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
4. Rights Agreement; Definitions. This Amendment amends the Rights
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Agreement (as in effect prior to giving effect to this Amendment, the "Rights
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Agreement"). Terms defined in the Rights Agreement as amended hereby (the
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"Amended Rights Agreement") and not otherwise defined herein are used with the
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meaning so defined.
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5. Amendment of Rights Agreement. Effective upon the date hereof, the
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Rights Agreement is amended as follows:
5.1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is
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amended to read in its entirety as follows:
"Acquiring Person" shall mean any Person (as such term is hereinafter
defined) who or which, together with all Affiliates and Associates (as such
terms are hereinafter defined) of such Person, shall be the Beneficial
Owner (as such term is hereinafter defined) of 20% or more of the Common
Shares of the Company then outstanding, but shall not include (i) the
Company, (ii) any Subsidiary (as such term is hereinafter defined) of the
Company, (iii) any employee benefit plan of the Company or of any
Subsidiary of the Company, (iv) any Person organized, appointed or
established by the Company or any Subsidiary of the Company pursuant to the
terms of any plan described in clause (iii) above or (v) any Person who (A)
has reported or is required to report such ownership on Schedule 13G under
the Securities Exchange Act of 1934 (the "Exchange Act") (or any comparable
or successor report) or on Schedule 13D under the Exchange Act (or any
comparable or successor report) which Schedule 13D does not state any
intention to or reserve the right to control or influence the management or
policies of the Company or engage in any of the actions specified in Item 4
of such Schedule (other than the disposition of the Common Shares), (B)
within 10 Business Days of being requested (including but not limited to,
by telephone or facsimile) by the Company to advise it regarding the same,
certifies to the Company that such Person acquired Common Shares in excess
of 19.9% inadvertently or without knowledge of the terms of the Rights,
provided, however, that if the Person requested to so certify fails to do
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so within 10 Business Days, then such Person shall become an Acquiring
Person immediately after such 10 Business Day Period, (C) together with all
of such Person's Affiliates, thereafter does not acquire additional Common
Shares while the Beneficial Owner of 20% or more of the Common Shares then
outstanding and (D) if requested to do so by the Company, within a
specified number of Business Days (to be specified by the Company, but in
no case fewer than ten) following such request (including but not limited
to, by telephone or facsimile) from the Company to such Person, reduces its
Beneficial Ownership of Common Shares to below 20% of the Common Shares
then outstanding provided, however, that if the Person requested to so
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reduce its Beneficial Ownership fails to do so within such specified number
of Business Days, then such Person shall become an Acquiring Person
immediately after such specified number of Business Days. Notwithstanding
the foregoing, no Person shall become an "Acquiring Person" as the result
of an acquisition of Common Shares by the Company which, by reducing the
number of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 20% or more of the Common Shares of
the Company then outstanding; provided, however, that if a Person shall
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become the Beneficial Owner of 20% or more of the Common Shares of the
Company then outstanding by reason of share purchases by the Company and
shall, after such share purchases by the Company, become the Beneficial
Owner of any additional Common Shares of the Company (other than pursuant
to the operation of any employee benefit plan of the Company),
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then such Person shall be deemed to be an "Acquiring Person".
5.2. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is
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amended to read in its entirety as follows:
"Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.
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(a) The Rights are not exercisable until the Distribution Date. 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 on or after the Distribution Date upon surrender of the Right
Certificate, with the form of election to purchase and certification on the
reverse side thereof duly executed, to the Rights Agent at the office of
the Rights Agent designated for such purpose, together with payment of the
Purchase Price for each one-hundredth of a Preferred Share as to which the
Rights are exercised, at or prior to the earliest of (i) the close of
business on December 1, 2009 (the "Final Expiration Date"), (ii) the time
at which the Rights are redeemed as provided in Section 23 hereof (the
"Redemption Date"), or (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof."
6. General. This Amendment may be executed in any number of counterparts,
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which together shall constitute one instrument, and shall bind and inure to the
benefit of the parties and their respective successors and assigns. This
Amendment shall be governed by and construed in accordance with the laws (other
than the conflict of law rules) of The State of Delaware.
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Each of the undersigned has caused this Amendment to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first written above.
AEROVOX INCORPORATED
By /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
AMERICAN STOCK TRANSFER
& TRUST COMPANY,
as successor Rights Agent
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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