FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT to the Rights Agreement (the "Rights Agreement") dated
as of February 24, 1997, between Metromail Corporation, a Delaware corporation
(the "Company") and American Stock Transfer & Trust Company, as Rights Agent, is
dated as of the 12th day of March 1998.
WHEREAS, the Company intends to enter into an Agreement and Plan of Merger,
dated as of March 12, 1998, among the Company, The Great Universal Stores P.L.C.
("XXX") and Great Universal Acquisition Corp., a Delaware corporation and an
indirect wholly owned subsidiary of XXX ("Acquisition Sub") (as it may be
amended from time to time, the "Merger Agreement"), pursuant to which
Acquisition Sub has agreed to make a cash tender offer (the "Offer") for, among
other things, all outstanding shares of Common Stock, including the associated
preferred stock purchase rights (the "Shares"), of the Company, to be followed
by a merger of Acquisition Sub with and into the Company (the "Merger");
WHEREAS, in connection with the execution of the Merger Agreement, XXX
intends to enter into (i) a Stock Purchase Agreement, dated as of March 12, 1998
(the "Donnelley Stock Purchase Agreement"), with X.X. Xxxxxxxxx & Sons Inc.
("Donnelley"), pursuant to which Donnelley will, among other things, agree to
sell all Shares owned by it on the terms and subject to the conditions set forth
therein; (ii) a Stock Purchase Agreement, dated as of March 12, 1998 (the
"Executive Stock Purchase Agreement"), with certain executives of the Company,
pursuant to which such executives will, among other things, agree to validly
tender all Shares owned by them pursuant to the Offer on the terms and subject
to the conditions set forth therein; and (iii) a Stock Purchase Agreement, dated
as of March 12, 1998 (the "Company Stock Purchase Agreement" and collectively
with the Donnelley Stock Purchase Agreement and the Executive Stock Purchase
Agreement, the "Stock Purchase Agreements"), with the Company, pursuant to which
the Company will, among other things, agree to issue Shares to Acquisition Sub
on the terms and subject to the conditions set forth therein;
WHEREAS, the Board of Directors of the Company believes that it is in the
best interests of the Company and its stockholders that the Offer and Merger be
consummated on the terms set forth in the Merger Agreement;
WHEREAS, the Board of Directors of the Company desires to amend the Rights
Agreement such that the execution of the Merger Agreement and the Stock Purchase
Agreements and the consummation of the transactions contemplated thereby will
not cause (i) XXX and/or the Acquisition Sub or their respective Affiliates or
Associates to become an Acquiring Person (as such terms are defined in the
Rights Agreement) so long as the Merger Agreement or the Stock Purchase
Agreements are in effect or (ii) a Distribution Date, a Stock Acquisition Date
or a Triggering Event
(as such terms are defined in the Rights Agreement) to occur, irrespective of
the number of Shares acquired pursuant to the Offer;
WHEREAS, the Board of Directors of the Company believes that it is in the
best interests of the Company and its stockholders that the Rights Agreement be
amended as set forth herein; and
WHEREAS, Section 26 of the Rights Agreement authorizes the Board of
Directors of the Company and the Rights Agent to adopt the proposed amendment
without the approval of the Company's stockholders;
NOW, THEREFORE, in consideration of the recitals (which are deemed to be a
part of this Amendment) and agreements contained herein, the parties hereto
agree to amend the Rights Agreement as follows:
1. Section 1(o) of the Rights Agreement is hereby amended by deleting the
word "and" immediately prior to clause (vii) thereof and substituting ","
therefor and by inserting the following at the end of such clause (vii):
, and (viii) The Great Universal Stores P.L.C., a corporation organized
under the laws of England ("XXX"), Great Universal Acquisition Corp., a
Delaware corporation (collectively with XXX, the "Acquirors"), and their
respective Affiliates and Associates, from and after the execution of the
Merger Agreement, the Donnelley Stock Purchase Agreement, the Executive
Stock Purchase Agreement or the Company Stock Purchase Agreement; provided
that if the tender offer contemplated by the Merger Agreement is not
consummated, then the Acquirors and their respective Affiliates and
Associates shall not be deemed to be "Exempt Persons" at any time after the
Merger Agreement and the Stock Purchase Agreements have terminated in
accordance with their respective terms.
2. Section 1(aa) of the Rights Agreement is hereby modified and amended by
adding the following sentence at the end thereof:
Notwithstanding any provision of this Agreement to the contrary, neither
the execution and delivery of the Merger Agreement or the Stock Purchase
Agreements nor consummation of the transactions contemplated by the Merger
Agreement or the Stock Purchase Agreements shall be deemed to cause a Stock
Acquisition Date.
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3. Section 1(cc) of the Rights Agreement is hereby modified and amended by
adding the following sentence at the end thereof:
Notwithstanding any provision of this Agreement to the contrary, neither
the execution and delivery of the Merger Agreement or the Stock Purchase
Agreements nor consummation of the transactions contemplated by the Merger
Agreement or the Stock Purchase Agreements shall be deemed to be a
Triggering Event.
4. Section 3(a) of the Rights Agreement is hereby modified and amended by
adding the following sentence at the end thereof:
Notwithstanding any provision of this Agreement to the contrary, neither
the execution and delivery of the Merger Agreement or the Stock Purchase
Agreements nor consummation of the transactions contemplated by the Merger
Agreement or the Stock Purchase Agreements shall cause a Distribution Date.
5. Section 15 of the Rights Agreement is hereby modified and 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, remedy or claim under
this Agreement in connection with any transactions contemplated by the
Merger Agreement or the Stock Purchase Agreements.
6. Capitalized terms used but not defined herein shall have the meaning
assigned to such terms in the Rights Agreement.
7. Except as expressly amended hereby, the Rights Agreement remains in
full force and effect.
8. 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 made and
performed entirely within such State.
9. This Amendment may be executed in any number of counterparts and 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
METROMAIL CORPORATION
Attest:
By _________________________ By _____________________________
Name: Name:
Title: Title: Chairman and Chief
Executive Officer
AMERICAN STOCK TRANSFER & TRUST
COMPANY
Attest:
By _________________________ By _____________________________
Name: Name:
Title: Title:
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