EXHIBIT 51
AMENDMENT No. 4 TO THE RIGHTS AGREEMENT
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Amendment No. 4 to the Rights Agreement, dated as of September 17, 1998
(the "Amendment No. 4"), by and between AMP Incorporated, a Pennsylvania
corporation (the "Company"), and ChaseMellon Shareholder Services L.L.C., a
limited liability company organized under the laws of the State of New Jersey
(the "Rights Agent").
WHEREAS, on October 25, 1989, the Company and Manufacturers Hanover Trust
Company, a New York corporation ("MHTCo"), entered into a Rights Agreement
("the Original Agreement");
WHEREAS, on September 4, 1992, the Company and Chemical Bank (as successor
to MHTCo.) entered into Amendment No. 1 to the Rights Agreement, on August 12,
1998, the Company and ChaseMellon Shareholder Services L.L.C. (as successor to
Chemical Bank) entered into Amendment No. 2 to the Rights Agreement and on
August 20, 1998, the Company and ChaseMellon Shareholder Services L.L.C. entered
into Amendment No. 3 to the Rights Agreement (the Original Agreement, as amended
by each of the amendments, is hereinafter referred to as the "Agreement" and the
terms of which are incorporated herein by reference and made a part hereof); and
WHEREAS, the Company, with the approval of the Board of Directors of the
Company, and the Rights Agent have mutually agreed to modify the terms of the
Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, and intending to be legally bound hereby, the parties hereto
agree that the Agreement shall be and hereby is amended in the following manner:
Section 1. Amendment of "Certain Definitions" Section.
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(a) The definition of "Acquiring Person" contained in Section 1 of
the Agreement is hereby amended by adding after the parenthetical "(the
"Pennsylvania BCL")" and before the word "other", the following:
"(except that with respect to any Person and its Affiliates on whose
behalf, directly or indirectly, an Unsolicited Acquisition Proposal (as
hereinafter defined) has
been made, for purposes of this Agreement all references in Section 2553 to
"20%" shall read "10%")."
Section 2. Amendment of "Redemption and Termination" Section. Paragraph
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(a) of Section 23 of the Agreement is hereby amended, in its entirety, to read
as follows:
"(a) The Board of Directors of the Company may, at its option, at any time
prior to the earliest of (i) the close of business on the tenth Business Day
following the Stock Acquisition Date (or, if the Stock Acquisition Date shall
have occurred prior to the Record Date, the close of business on the tenth
Business Day following the Record Date), (ii) the Final Expiration Date, (iii)
if any Person shall have announced an intention to engage in a transaction
which, if successful, would have resulted in (A) such Person becoming an
Acquiring Person or (B) a Section 13 Event (in either case which was not
solicited in advance by the Board of Directors) (collectively, an "Unsolicited
Acquisition Proposal"), the first time thereafter at which there is a change in
the directors in office (including as a result, in whole or in part, of an
increase in the size of the Board and the election of new directors) such that
persons who were disinterested directors (as such term is defined in Section
1715(e) of the Pennsylvania BCL) immediately prior to the first such Unsolicited
Acquisition Proposal (together with any successors thereto who were approved by
the Board of Directors prior to their election) do not constitute a majority of
the members of the Board of Directors, or (iv) the adoption of any By-law
intended to limit the authority of the Board of Directors and/or confer
authority on any Person other than the Board of Directors to take action with
respect to this Agreement or the Rights issued hereunder, redeem all but not
less than all the then outstanding Rights at a redemption price of $.01 per
Right, as such amount may be appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the "Redemption Price").
Notwithstanding anything contained in this Agreement to the contrary, the Rights
shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event
until such time as the Company's right of redemption hereunder has expired. The
Company may, at its option, pay the Redemption Price in cash, shares of Common
Stock (based on the Current Market Price as defined in Section 11(d) hereof, of
the Common Stock at the time of redemption) or any other form of consideration
deemed appropriate by the Board of Directors of the Company."
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Section 3. Amendment to "Supplements and Amendments" Section. The last
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sentence of Section 26 of the Agreement is amended, in its entirety, to read as
follows:
"The foregoing notwithstanding, no amendment of this Agreement may be
effected at a time when the Rights are not redeemable, except as permitted by
clauses (i) or (ii) of the second sentence of this Section 26. In addition, at
a time when the Rights are not redeemable, the Board of Directors shall not (x)
have any discretionary authority otherwise granted to it hereunder to take or
omit to take any action hereunder, other than (i) to defer the distribution of
the Rights following the commencement of a tender offer to a date no later
than the date immediately prior to the date on which a Person becomes an
Acquiring Person or (ii) to take, or omit to take, action if such action or
omission is solely ministerial or administrative in nature and has no material
affect on the Rights, or (y) take any action which will have the same effect as
a redemption or termination of the Rights."
Section 4. Rights Agreement as Amended. The term "Agreement" as used in
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the Agreement shall be deemed to refer to the Agreement as amended hereby and
shall be effective as of the date hereof. All references hereinafter to
Amendment No. 4 shall be deemed to refer to this Amendment No. 4. It is
expressly understood and agreed that except as provided above, all terms,
conditions and provisions contained in the Agreement shall remain in full force
and effect without any further change or modification whatsoever. This
Amendment No. 4 shall become effective on September 24, 1998, provided that,
once effective, this Amendment No. 4 shall apply to all actions which shall
have occurred on or after the date of this Amendment No.4.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 4 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: AMP Incorporated
By:/s/ Xxxxx X. Xxxxxxxx By:/s/ Xxxxxx Xxxx
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Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx Xxxx
Title: Corporate Secretary Title: Chairman and Chief Executive
Officer
Attest: ChaseMellon Shareholder
Services L.L.C.
By:/s/ Xxxxxx X. Xxxxx, Xx. By:/s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxx, Xx. Name: Xxxxxxx X. Xxxxxxx
Title: Vice President Title: Vice President
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