EXHIBIT 99.5
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT (the "Amendment"), dated as of June 3, 1998, to the Rights
Agreement, dated as of April 25, 1996 (the "Rights Agreement"), between DSC
Communications Corporation, Delaware corporation (the "Company") and Xxxxxx
Trust and Savings Bank, as Rights Agent (the "Rights Agent").
RECITALS
I. The Company and the Rights Agent have heretofore executed and entered
into the Rights Agreement.
The Company, Alcatel Alsthom, a corporation organized under the laws of
France ("Alcatel") and Net Acquisition, Inc., a Delaware corporation and wholly
owned subsidiary of Alcatel ("Sub"), contemplate entering into an Agreement and
Plan of Merger (the "Merger Agreement") pursuant to which, among other things,
Sub will merge with and into the Company (the "Merger").
Pursuant to Section 27 of the Rights Agreement, the Company and the Rights
Agent may from time to time supplement and amend the Rights Agreement in order
to make any change which the Company may deem necessary or desirable and which
shall be consistent with, and for the purposes of fulfilling, the objectives of
the Board of Directors of the Company in adopting the Rights Agreement.
The Board of Directors of the Company has determined that an amendment to
the Rights Agreement as set forth herein is necessary and desirable and is
consistent with the objectives of the Board of Directors of the Company in
adopting the Rights Agreement, and the Company and the Rights Agent desire to
evidence such amendment in writing.
All acts and things necessary to make this Amendment a valid agreement,
enforceable according to its terms, have been done and performed, and the
execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.
Accordingly, the parties agree as follows:
A. Amendment of Section 1. Section 1 of the Rights Agreement is supplemented
to add the following definitions in the appropriate locations:
"Merger Agreement' shall mean the Agreement and Plan of Merger, dated as
of June 3, 1998, by and among DSC Communications Corporation, Alcatel
Alsthom and Net Acquisition, Inc., as it may be amended from time to time."
"Merger' shall have the meaning set forth in the Merger Agreement."
B. Amendment of the definition of "Acquiring Person". The definition of
"Acquiring Person" in Section 1(a) of the Rights Agreement is amended by adding
the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, Alcatel
Alsthom, Net Acquisition, Inc. and their Affiliates and Associates shall
not, individually or collectively, be deemed to be an Acquiring Person by
virtue of (i) the execution of the Merger Agreement, (ii) the consummation
of the Merger, or (iii) the consummation of the other transactions
contemplated in the Merger Agreement."
C. Amendment of the definition of "Distribution Date". The definition of
"Distribution Date" in Section 1(i) of the Rights Agreement is amended by adding
the following sentence at the end thereof.
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as the result of (i)
the execution of the Merger Agreement, (ii) the consummation of the Merger,
or (iii) the consummation of the other transactions contemplated in the
Merger Agreement."
D. Amendment of Expiration Date of Rights. Section 7(a) of the Rights
Agreement is amended and restated to read in its entirety as follows:
"Except as otherwise provided herein, the Rights shall become
exercisable on the Distribution Date, and thereafter the registered holder
of any Right Certificate may, subject to Section 11(a)(ii) hereof and except
as otherwise provided herein, exercise the Rights evidenced hereby in whole
or in part upon surrender of the Right Certificate, with the form of
election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the office or agency of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price with respect
to the total number of one one-thousandths of a share of Preferred Stock (or
other securities, cash or other assets, as the case may be) as to which the
Rights are exercised, at any time which is both after the Distribution Date
and prior to the time (the "Expiration Date") that is the earliest of (i)
the Close of Business on April 25, 2006 (the "Final Expiration Date"), (ii)
the time at which the Rights are redeemed as provided in Section 23 hereof
(the "Redemption Date"), (iii) the time at which such Rights are exchanged
as provided in Section 24 hereof, or (iv) immediately prior to the
consummation of the Merger."
E. Amendment of Section 29. Section 29 of the Rights Agreement is 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, remedies or claims
under this Agreement by virtue of the execution of the Merger Agreement or
by virtue of any of the transactions contemplated by the Merger Agreement.'
E. Effectiveness. This Amendment shall be deemed effective as of the date
first written above, as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
Miscellaneous. 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 the State of Delaware applicable to
contracts to be made and performed entirely therein. This Amendment may be
executed in any number of counterparts, 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. If any provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be effected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and attested, all as of the date and year first above written.
Attest: DSC COMMUNICATIONS CORPORATION
Name: /s/ Xxxxx Xxxxxx Name: /s/ Xxxxxx X. Xxxxx
Title: Vice President, Secretary and
Title: Attorney General Counsel
Attest: XXXXXX TRUST AND SAVINGS BANK
Name: /s/ Xxxx Xxxxxxx Name: /s/ Xxxx Xxxxxx
Title: Vice President Title: Vice President
