EXHIBIT 4.3
-----------
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT (this "Amendment"), dated as of June 15, 1999, to
the Rights Agreement (the "Rights Agreement"), dated as of April 25, 1995, as
amended on February 4, 1997, between Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co. (formerly
Xxxx Xxxxxx, Discover & Co.), a Delaware corporation (the "Company"), and Chase
Manhattan Bank (formerly Chemical Bank) (the "Rights Agent").
RECITALS
--------
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 26 thereof.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties hereby agree as follows:
1. Section 1(g) of the Rights Agreement is hereby amended to read in
its entirety as follows:
"(g) [RESERVED]"
2. Clause (iii)(B) of Section 7(e) of the Rights Agreement is hereby
amended by deleting "a majority of the Continuing Directors" and substituting
therefor "the Board of Directors of the Company."
3. Section 23(a) of the Rights Agreement is hereby amended to read
in its entirety as follows:
"The Board of Directors of the Company may, at its option, at any
time prior to the earlier of (i) the close of business on the tenth day
following the Stock Acquisition Date, or (ii) the Final Expiration Date, redeem
all but not less than all the then outstanding Rights at a redemption price of
$0.01 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)(i) hereof, of the Common Stock at the time of redemption) or any
other form of consideration deemed appropriate by the Board of Directors."
4. Section 26 is hereby amended by deleting the second sentence
thereof and substituting therefor the following sentence:
"From and after the Distribution Date and subject to the penultimate
sentence of this Section 26, the Company and the Rights Agent shall, if the
Company so directs, supplement or amend this Agreement without the approval of
any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, or (iii) to change or supplement
the provisions hereunder in any manner which the Company may deem necessary or
desirable and which shall not adversely affect the interests of the holders of
Rights Certificates (other than an Acquiring Person or an Affiliate or Associate
of an Acquiring Person)."
5. Section 28 of the Rights Agreement is hereby amended by deleting
the phrases "(with, where specifically provided for herein, the concurrence of
the Continuing Directors)" and "or the Continuing Directors" in each place where
they occur.
6. Section 30 of the Rights Agreement is hereby amended by deleting
the last sentence thereof.
2
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed as of the date and year first above written.
XXXXXX XXXXXXX XXXX XXXXXX & CO.
By: /s/ Xxxx X. Xxxxxxxx
----------------------------------
Name: Executive Vice President
Title: Chief Strategic and Administrative
Officer
CHASE MANHATTAN BANK, as successor to
Chemical Bank, as Rights Agent
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx (ChaseMellon)
Title: Vice President
CHASE MANHATTAN BANK, as successor to
Chemical Bank, as Rights Agent
By: /s/ Xxxx Xxxxxx
----------------------------------
Name: Xxxx Xxxxxx (Chase Manhattan Bank)
Title: Vice President
3
