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Exhibit 1
Amendment No. 1
to
Rights Agreement
This Amendment No. 1 ("Amendment No. 1") to the Rights
Agreement (the "Rights Agreement") dated as of September 26, 2001 between Anchor
Glass Container Corporation, a Delaware corporation (the "Company"), and
Continental Stock Transfer & Trust Company (the "Rights Agent") is made and
entered into as of this 27th day of September, 2001.
WHEREAS, it was the intent of the Board of Directors of the
Company in approving the Rights Agreement that the acquisition of Voting Stock
(as defined in the Rights Agreement) by Xxxxx-Illinois, Inc., a Delaware
corporation ("OI"), and its Affiliates and Associates would constitute a
Triggering Event (as defined in the Rights Agreement) at the time of the closing
of the sale of such Voting Stock pursuant to the Asset Purchase Agreement
referenced below; and
WHEREAS, the Company has determined that amending the Rights
Agreement as provided herein will eliminate any doubt as to whether OI or any of
its Affiliates or Associates may be deemed to Beneficially Own any Voting Stock
by reason of such Asset Purchase Agreement prior to the time of closing;
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein set forth, the parties agree as follows:
Section 1. Amendment to Section 1(e) of the Rights Agreement.
The last paragraph of Section 1(e) of the Rights Agreement is hereby amended and
restated in entirety as follows:
"Notwithstanding the foregoing (i) nothing contained in this definition
shall cause a Person ordinarily engaged in business as an underwriter
of securities to be the "Beneficial Owner" of, or to "Beneficially
Own," any securities acquired in a bona fide firm commitment
underwriting pursuant to an underwriting agreement with the Company and
(ii) Xxxxx-Illinois, Inc., a Delaware corporation ("OI"), and its
Affiliates and Associates shall not be deemed to Beneficially Own any
Voting Stock solely by reason of the Asset Purchase Agreement made as
of August 20, 2001, among 3058888 Nova Scotia Corporation, OI Domestic
Holdings Inc., Consumers Packaging Inc., 164489 Canada Inc., Consumers
International Inc. and OI until such time as the closing of the direct
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or indirect acquisition of Voting Stock or securities convertible into
Voting Stock occurs thereunder."
Section 2. Governing Law. This Amendment No. 1 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 within such State.
Section 3. Counterparts. This Amendment No. 1 may be executed
in any number of counterparts and 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.
Section 4. Descriptive Headings. Descriptive headings of the
several Sections of this Amendment No. 1 are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed.
ANCHOR GLASS CONTAINER CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Sr. V.P. Finance
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: /s/Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
