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EXHIBIT 10.3
AMENDMENT NUMBER TWO TO THE RIGHTS AGREEMENT
Amendment Number Two, dated as of March 4, 1999 ("Amendment Number
Two"), by and between American Bankers Insurance Group, Inc., a Florida
corporation (the "Company") and ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent"), to the Rights Agreement, dated as of February 19, 1998, as
amended by Amendment Number One thereto (the "Rights Agreement"). Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Rights Agreement.
RECITALS
WHEREAS, the Company and the Rights Agent entered into and executed the
Rights Agreement; and
WHEREAS, the Company and the Rights Agent have agreed to and hereby
desire to supplement and amend the Rights Agreement in the manner set forth
herein; and
WHEREAS, except as otherwise stated herein, the Rights Agreement
remains in full force and effect;
NOW, THEREFORE, in consideration of the mutual agreements and covenants
hereinafter set forth, the Company and the Rights Agent hereby agree to amend
and supplement the Rights Agreement as follows:
SECTION 1, CERTAIN DEFINITIONS, IS HEREBY AMENDED BY DELETING THE
CURRENT DEFINITION OF "ACQUIRING PERSON" IN ITS ENTIRETY AND REPLACING SUCH
DEFINITION WITH THE FOLLOWING DEFINITION:
(a) "Acquiring Person" shall mean any person who or which,
together with all Affiliates and Associates of such Person, shall be
the Beneficial Owner of fifteen percent (15%) or more of the shares of
Common Stock then outstanding, but shall not include the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or
of any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the
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Company for or pursuant to the terms of any such plan. Notwithstanding
anything to the contrary contained herein, Fortis, Inc., a Nevada
Corporation ("Fortis"), Greenland Acquisition Corp., a Florida
corporation and wholly-owned subsidiary of Fortis ("Greenland"), or any
of their Affiliates may not be deemed to be an Acquiring Person for any
purpose of this Agreement solely by reason of the execution, delivery
or consummation of, or the consummation of the transactions
contemplated by, the Agreement and Plan of Merger, dated as of March 5,
1999, by and among Fortis, Greenland and the Company (the "Fortis
Merger Agreement"), the Stock Option Agreement dated as of March 5,
1999, between the Company and Fortis (the "Stock Option Agreement") and
the Voting Agreement dated as of March 5, 1999, among Fortis and
certain stockholders of the Company (the "Voting Agreement," and
together with the Fortis Merger Agreement and the Stock Option
Agreement, the "Fortis Agreements"), including without limitation the
Tender Offer (as defined in the Fortis Merger Agreement) and the
granting of an irrevocable proxy pursuant to the Stock Option
Agreement; PROVIDED, HOWEVER, that Fortis, Greenland or any of their
Affiliates shall be deemed to be an Acquiring Person if any of them
acquire Beneficial Ownership of any shares of Common Stock other than
pursuant to the Fortis Agreements and the transactions contemplated
thereby.
SECTION 1 OF THE RIGHTS AGREEMENT IS HEREBY FURTHER AMENDED BY ADDING
THE FOLLOWING SECTION TO THE END OF SUBSECTION (c), THE DEFINITION OF
"BENEFICIAL OWNER:"
(v) notwithstanding anything herein to the contrary, Fortis,
Greenland or any of their Affiliates shall not be deemed to be a
Beneficial Owner for any purpose of this Agreement of any shares of
Common Stock acquired or to be acquired pursuant to the execution,
delivery or consummation of the Fortis Agreements or the consummation
of the transactions contemplated thereby, including without limitation
the Tender Offer and the granting of an
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irrevocable proxy pursuant to the Stock Option Agreement, but shall be
deemed to be the Beneficial Owner of any shares of Common Stock
acquired other than pursuant to the Fortis Agreements and the
transactions contemplated thereby.
SECTION 3(a) OF THE RIGHTS AGREEMENT IS AMENDED TO READ, IN ITS
ENTIRETY, AS FOLLOWS:
(a) Until the Close of Business on the day (or such later date
as may be determined by action of the Board of Directors, upon approval
by a majority of the Continuing Directors) which is the earlier of (i)
the tenth (10th) day after the first date of public announcement
(which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to Section 13(d) under the Exchange
Act) by the Company or an Acquiring Person that an Acquiring Person has
become such (or, if the tenth (10th) day after such date occurs before
the Record Date, the Close of Business on the Record Date), or (ii) the
tenth (10th) Business Day after the date that a tender or exchange
offer by any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or of any Subsidiary
of the Company, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such
plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the General Rules and Regulations under the Exchange Act,
if upon consummation thereof, such Person would be the Beneficial Owner
of fifteen percent (15%) or more of the shares of Common Stock then
outstanding (the earlier of such dates being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for
the Common Stock registered in the names of the holders of the Common
Stock (which certificates for Common Stock shall be deemed also to be
certificates for Rights) and not by separate certificates, and (y) the
Rights will be transferable only in connection with the transfer of the
underlying shares of Common Stock (including a transfer to the
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Company). As soon as practicable after the Distribution Date, the
Rights Agent will send by first-class, insured, postage prepaid mail,
to each record holder of the Common Stock as of the Close of Business
on the Distribution Date, at the address of such holder shown on the
records of the Company, one or more rights certificates, in
substantially the form of Exhibit B hereto (the "Rights Certificates"),
evidencing one Right for each share of Common Stock so held, subject to
adjustment as provided herein. In the event that an adjustment in the
number of Rights per share of Common Stock has been made pursuant to
Section 11(p) hereof, at the time of distribution of the Right
Certificates, the Company shall make the necessary and appropriate
rounding adjustments (in accordance with Section 14(a) hereof) so that
Rights Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights. As of
and after the Distribution Date, the Rights will be evidenced solely by
the Rights Certificates. Notwithstanding anything herein to the
contrary, the date of execution, delivery or consummation of the Fortis
Agreements shall not be deemed to be a Distribution Date for any
purpose of this Agreement solely by reason of such execution, delivery
or consummation; PROVIDED, HOWEVER, that any other acquisition of
Beneficial Ownership of Common Stock by Fortis, Greenland or any of
their Affiliates other than pursuant to the Fortis Agreements shall
give rise to a Distribution Date.
This Amendment Number Two may be executed in any number of counterparts
with the same effect as if the signatures thereunto and hereto were upon the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number Two to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first written above.
ATTEST: AMERICAN BANKERS INSURANCE
GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President Title: Chief Executive Officer
and Secretary and President
ATTEST: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxx, AVP
Title: Vice President Title: Relationship Manager
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