Exhibit 99.2
AMENDMENT NO. 1 TO THE
CLASS B RIGHTS AGREEMENT
OF BEN & JERRY'S HOMEMADE, INC.
This Amendment No. 1, dated as of April 11, 2000, amends the Class B
Rights Agreement dated as of July 30, 1998 (the "Class B Rights Agreement"),
between Ben & Jerry's Homemade, Inc., a Vermont corporation (the "Company"), and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").
Terms defined in the Class B Rights Agreement and not otherwise defined herein
are used herein as so defined.
W I T N E S S E T H:
WHEREAS, on July 30, 1998, the Board of Directors of the Company
authorized the issuance of Rights to purchase, on the terms and subject to the
provisions of the Class B Rights Agreement, shares of the Company's Class B
Common Stock;
WHEREAS, on July 30, 1998, the Board of Directors of the Company
authorized and declared a dividend distribution of one Class B Right for every
share of Class B Common Stock of the Company outstanding on the Dividend Record
Date and authorized the issuance of one Class B Right (subject to certain
adjustments) for each share of Class B Common Stock of the Company issued
between the Dividend Record Date and the Distribution Date;
WHEREAS, the Distribution Date has not occurred; and
WHEREAS, pursuant to Section 27 of the Class B Rights Agreement, the
Board has approved an amendment of certain provisions of the Class B Rights
Agreement as set forth below;
NOW, THEREFORE, the Class B Rights Agreement is hereby amended as
follows:
1. Section 1(a) is amended by deleting the phrase "or (v)" after clause
(iv) and adding the following language:
", (v) an Exempt Person, or (vi)"
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2. A new definition is added after Section 1(aa) and before Section
1(bb) as follows:
"(aa') "Exempt Person" shall mean:
(I) Xxx Xxxxx, so long as his Beneficial Ownership of Common
Stock does not exceed (x) 15% of the shares of Common Stock
then outstanding PLUS (y) all or any part of the number of
shares of Class B Common Stock held by Xxx Xxxxx before July
30, 1998, as adjusted for any stock splits, stock dividends or
similar corporate transaction;
(II) Xxxxx Xxxxxxxxxx so long as his Beneficial Ownership of
Common Stock does not exceed (x) 15% of the shares of Common
Stock then outstanding PLUS (y) all or any part of the number
of shares of Class B Common Stock held by Xxxxx Xxxxxxxxxx
before July 30, 1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction;
(III) Xxxxxxx Xxxxxx so long as his Beneficial Ownership of
Common Stock does not exceed (x) 15% of the shares of Common
Stock then outstanding PLUS (y) all or any part of the number
of shares of Class B Common Stock held by Xxxxxxx Xxxxxx
before July 30, 1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction;
(IV) Xxx Xxxxx, Xxxxx Xxxxxxxxxx and Xxxxxxx Xxxxxx acting
together, or any two of them acting together, so long as their
combined Beneficial Ownership of Common Stock does not exceed:
(w) if all three such persons act together (A) 15% of
the shares of Common Stock then outstanding PLUS (B)
all or any part of the number of shares of Class B
Common Stock held by Xxx Xxxxx before July 30, 1998,
as adjusted for any stock splits, stock dividends or
similar corporate transaction PLUS (C) all or any
part of the number of shares of Class B Common Stock
held by Xxxxx Xxxxxxxxxx before July 30, 1998, as
adjusted for any stock splits, stock dividends or
similar corporate transaction PLUS (D) all or any
part of the number of shares of Class B Common Stock
held by Xxxxxxx Xxxxxx before July 30, 1998, as
adjusted for any stock splits, stock dividends or
similar corporate transaction.
(x) if Xxx Xxxxx and Xxxxx Xxxxxxxxxx act together
(A) 15% of the shares of Common Stock then
outstanding PLUS (B) all or any part of the number of
shares of Class B Common Stock held by Xxx Xxxxx
before July 30, 1998, as adjusted for any stock
splits, stock
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dividends or similar corporate transaction PLUS (C)
all or any part of the number of shares of Class B
Common Stock held by Xxxxx Xxxxxxxxxx before July 30,
1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction.
(y) if Xxx Xxxxx and Xxxxxxx Xxxxxx act together (A)
15% of the shares of Common Stock then outstanding
PLUS (B) all or any part of the number of shares of
Class B Common Stock held by Xxx Xxxxx before July
30, 1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction PLUS (C)
all or any part of the number of shares of Class B
Common Stock held by Xxxxxxx Xxxxxx before July 30,
1998, as adjusted for any stock splits, stock
dividends or similar corporate transaction.
(z) if Xxxxx Xxxxxxxxxx and Xxxxxxx Xxxxxx act
together (A) 15% of the shares of Common Stock then
outstanding PLUS (B) all or any part of the number of
shares of Class A Common Stock held by Xxxxx
Xxxxxxxxxx before July 30, 1998, as adjusted for any
stock splits, stock dividends or similar corporate
transaction PLUS (C) all or any part of the number of
shares of Class B Common Stock held by Xxxxxxx Xxxxxx
before July 30, 1998, as adjusted for any stock
splits, stock dividends or similar corporate
transaction.
(V) Conopco, Inc., a New York corporation ("Conopco"), and its
Affiliates solely to the extent any such Person becomes the
Beneficial Owner of 15% or more of the shares of Common Stock
then outstanding by reason of the execution of, or the
consummation of the transactions contemplated by, the
Agreement and Plan of Merger, dated as of April 11, 2000 (the
"Merger Agreement"), by and among Conopco, Vermont All Natural
Expansion Company and the Company and the Stock Option
Agreement, dated as of April 11, 2000, by and between Conopco
and the Company; PROVIDED, that this Section 1(aa')(V) shall
be of no further force and effect at and after such time as
the Merger Agreement is terminated pursuant to Section 8.01
thereof.
3. Section 1 (cc) is amended by deleting the phrase "or (iv)" after
clause (iii) in the last sentence and adding the following language:
", (iv) an Exempt Person, or (v)"
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4. Section 24(a) is amended by deleting the phrase "or (iv)" after
clause (iii) in the last sentence and adding the following language:
", (iv) an Exempt Person, or (v)"
[The Remainder of the Page is Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to the Class A Rights Agreement to be duly executed as of the day and year first
above written.
BEN & JERRY'S HOMEMADE, INC.
By:
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Title: Chief Financial Officer
Attest:
By:
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AMERICAN STOCK TRANSFER &
TRUST COMPANY
By:
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Title:
Attest:
By:
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