EXHIBIT 6
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of January 28, 1998 (the
"Amendment"), by and between Sun Coast Industries, Inc., a Delaware corporation
(the "Company"), and American Stock Transfer & Trust Company (the "Rights
Agent").
RECITALS
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of June 6, 1995, amended pursuant to an Amendment No. 1 dated
December 5, 1995 (the "Rights Agreement");
WHEREAS, Xxxx Group, Inc., a Delaware limited liability company (the
"Parent"), Saffron Acquisition Corporation, a Delaware corporation and a wholly-
owned subsidiary of Parent (the "Purchaser"), and the Company have entered into
an Agreement and Plan of Merger, dated as of January 28, 1998 (the "Agreement
and Plan of Merger"), pursuant to which Purchaser will commence a tender offer
(the "Offer") for all outstanding shares of the Company's common stock and,
following consummation of the Offer, Purchaser will merge with and into the
Company (the "Merger");
WHEREAS, the Board of Directors of the Company (including a majority
of the Continuing Directors (as defined in the Rights Agreement)) has approved
the Agreement and Plan of Merger, the Offer and the Merger; and
WHEREAS, pursuant to Section 27 of 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 to reflect the
foregoing and the Company and the Rights Agent desire to evidence such amendment
in writing.
Accordingly, the parties agree as follows:
1. AMENDMENT OF SECTION 1(A). Section 1(a) of the Rights Agreement
is hereby amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
neither Parent nor Purchaser shall be deemed to be an "Acquiring Person"
solely by virtue of (i) the announcement or making of the Offer (as defined
in the Agreement and Plan of Merger), (ii) the acquisition of the Shares
(as defined in the Agreement and Plan of Merger) pursuant to the Offer or
the Merger (as defined in the Agreement and Plan of Merger), (iii) the
execution of the
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Agreement and Plan of Merger, or (iv) the consummation of the other
transactions contemplated by the Agreement and Plan of Merger."
2. AMENDMENT OF SECTION 1(G). Section 1(g) of the Rights Agreement
is hereby amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as a result
of: (i) the announcement or making of the Offer, (ii) the acquisition of
the Shares pursuant to the Offer or the Merger, (iii) the execution of the
Agreement and Plan of Merger, or (iv) the consummation of the other
transactions contemplated in the Agreement and Plan of Merger."
3. SECTIONS 1(O). Section 1(o) of the Rights Agreement is hereby
amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, a
Triggering Event shall not be deemed to have occurred as a result of: (i)
the announcement or making of the Offer, (ii) the acquisition of the Shares
pursuant to the Offer or the Merger, (iii) the execution of the Agreement
and Plan of Merger, or (iv) the consummation of the other transactions
contemplated in the Agreement and Plan of Merger."
4. SECTIONS 1(P), (Q) AND (R). The following subsections are hereby
added after Section 1(rr) of the Rights Agreement:
"(p) "Agreement and Plan of Merger" shall mean the Agreement and Plan
of Merger dated as of January 28, 1998 by and among Parent, Purchaser and
the Company, as it may be amended from time to time.
(q) "Parent" shall mean Xxxx Group, Inc., a Delaware limited
liability company.
(r) "Purchaser" shall mean Saffron Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of Parent."
5. AMENDMENT OF SECTION 1(I). Section 1(i) of the Rights Agreement
is hereby amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
(i) the announcement or making of the Offer, (ii) the acquisition of the
Shares by Parent or Purchaser pursuant to the Offer or the Merger, (iii)
the execution of the
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Agreement and Plan of Merger, or (iv) the consummation of the other
transactions contemplated in the Agreement and Plan of Merger, shall not be
deemed to be a Flip-In Event and shall not cause the Rights to be adjusted
or exercisable under this Agreement."
6. AMENDMENT OF SECTION 1(J). Section 1(j) of the Rights Agreement
is hereby amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
(i) the announcement or making of the Offer, (ii) the acquisition of the
Shares by Parent or Purchaser pursuant to the Offer or the Merger, (iii)
the execution of the Agreement and Plan of Merger, or (iv) the consummation
of the other transactions contemplated in the Agreement and Plan of Merger,
shall not be deemed to be a Flip-Over Event and shall not cause the Rights
to be adjusted or exercisable under this Agreement."
7. AMENDMENT OF SECTION 7(a). Section 7(a) of the Rights Agreement
is hereby amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
the Rights shall automatically expire upon the acceptance of Shares for
payment pursuant to the Offer in accordance with the Agreement and Plan of
Merger and that the Rights shall cease to be exercisable upon the earlier
of (i) the close of business on July 6, 2005 (the "Final Expiration Date"),
(ii) the Redemption Date, or (iii) the time at which such Rights are
exchanged as provided in Section 24 hereof or (iv) the acceptance of Shares
for payment pursuant to the Offer in accordance with the Agreement and Plan
of Merger, if such acceptance occurs (the earlier of (i), (ii), (iii) and
(iv) being herein referred to as the "Expiration Date")."
8. EFFECTIVENESS. This Amendment shall be deemed effective as of
the date hereof. Except as amended hereby, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected by this Amendment.
9. 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 such state applicable
to contracts to be made and performed entirely within such state. 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,
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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.
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EXECUTED as of the date set forth above.
SUN COAST INDUSTRIES, INC.
/s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: President and Chief Executive Officer
AMERICAN STOCK TRANSFER
& TRUST COMPANY
/s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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