================================================================================
AMENDMENT NO. 1
to
RIGHTS AGREEMENT
dated as of April 15, 1996
between
MEDICIS PHARMACEUTICAL CORPORATION
and
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Rights Agent
================================================================================
Table of Contents
Section 1. Certain Amendments................................................1
Section 2. Successors........................................................3
Section 3. Benefits of this Amendment........................................3
Section 4. Severability......................................................4
Section 5. Governing Law.....................................................4
Section 6. Counterparts......................................................4
Section 7. Descriptive Headings..............................................4
Exhibit A - Form of Right Certificate
Exhibit B - Summary of Rights to Purchase Preference Shares
-2-
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of April 15, 1996
(this "Amendment"), between Medicis Pharmaceutical Corporation, a Delaware
corporation (the "Company"), and American Stock Transfer & Trust Company, a New
York corporation, as Rights Agent (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, on August 17, 1995 the Board of Directors of the Company
authorized and declared a dividend of one preference share purchase right (a
"Right") for each Class A Common Share (such capitalized term and all other
capitalized terms used herein having the meanings set forth or as provided in
Section 1 of the Rights Agreement, dated as of August 17, 1995 between the
Company and the Rights Agent (the "Rights Agreement")) and Class B Common Share
of the Company outstanding as of the Close of Business on August 30, 1995 (the
"Record Date"), each Right representing the right to purchase one one-hundredth
of a Preference Share, upon the terms and subject to the conditions set forth in
the Rights Agreement, and further authorized and directed the issuance of one
Right with respect to each Class A Common Share and each Class B Common Share
that shall become outstanding between the Record Date and the earliest of the
Distribution Date, the Redemption Date and the Final Expiration Date; and
WHEREAS, the Company and the Rights Agent have heretofore executed
and delivered the Rights Agreement,
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain Amendments.
(a) The third sentence of Section 3(a) of the Rights Agreement is
hereby amended to read as follows:
As soon as practicable after the Distribution Date, the Company will
prepare and execute, the Rights Agent will countersign and the
Company will send or cause to be sent (and the Rights Agent will, if
requested by the Company, send) by first-class, insured,
postage-prepaid mail, to each record holder of Class A Common Shares
and Class B Common Shares as of the Close of Business on the
Distribution Date, at the address of such holder shown on the
records of the Company, a Right Certificate, in substantially the
form of Exhibit A to Amendment No. 1, dated as of April 15, 1996
("Amendment No. 1") to this Agreement (a "Right Certificate"),
evidencing one Right for each Class A Common Share and Class B
Common Share so held.
(b) Section 3(b) of the Rights Agreement is hereby amended by adding
the following at the end thereof:
Upon the effectiveness of Amendment No. 1, the Summary of Rights to
Purchase Preference Shares, shall be in substantially the form of
Exhibit B to Amendment No. 1 and thereafter all references in this
Agreement to the Summary of Rights shall be references to the
Summary of Rights as so amended.
(c) Section 3(c) of the Rights Agreement is hereby amended to read
as follows:
(c) Certificates for Class A Common Shares and Class B Common
Shares which become outstanding (including, without limitation,
reacquired Class A Common Shares and Class B Common Shares referred
to in the last sentence of this paragraph (c)) after the Record Date
but prior to the earliest of the Distribution Date, the Redemption
Date or the Final Expiration Date shall have impressed on, printed
on, written on or otherwise affixed to them the following legend:
This certificate also evidences and entitles the holder hereof
to certain rights as set forth in a Rights Agreement, dated as
of August 17, 1995, between Medicis Pharmaceutical Corporation
and American Stock Transfer & Trust Company, as Rights Agent
(the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on
file at the principal executive offices of Medicis
Pharmaceutical Corporation. Under certain circumstances, as
set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be
evidenced by this certificate. Medicis Pharmaceutical
Corporation will mail to the holder of this certificate a copy
of the Rights Agreement without charge after receipt of a
written request therefor. Under certain circumstances, as set
forth in the Rights Agreement, Rights issued to any Person who
becomes an Acquiring Person (as defined in the Rights
Agreement) may become null and void.
(d) Certificates for Class A Common Shares and Class B Common Shares
which become outstanding (including, without limitation, reacquired Class A
Common Shares and Class B Common Shares referred to in the last sentence of this
paragraph (c)) after the Record Date but prior to the earliest of the
Distribution Date, the Redemption Date or the Final Expiration Date shall have
impressed on, printed on, written on or otherwise affixed to them the following
legend:
This certificate also evidences and entitles the holder hereof to
certain rights as set forth in a Rights Agreement, dated as of
August 17, 1995, between Medicis Pharmaceutical Corporation and
American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agreement"), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal
executive offices of Medicis Pharmaceutical Corporation. Under
certain circumstances, as set forth in the Rights Agreement, such
Rights will be evidenced by separate certificates and will no longer
be evidenced by this certificate. Medicis Pharmaceutical Corporation
will mail to the holder of this
-2-
certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor. Under certain circumstances,
as set forth in the Rights Agreement, Rights issued to any Person
who becomes an Acquiring Person (as defined in the Rights Agreement)
may become null and void.
With respect to such certificates containing either of the foregoing legends,
until the Distribution Date, the Rights associated with the Class A Common
Shares and Class B Common Shares represented by such certificates shall be
evidenced by such certificates alone, and the surrender for transfer of any such
certificate shall also constitute the transfer of the Rights associated with the
Class A Common Shares and Class B Common Shares represented thereby. In the
event that the Company purchases or otherwise acquires any Class A Common Shares
and Class B Common Shares after the Record Date but prior to the Distribution
Date, any Rights associated with such Class A Common Shares or Class B Common
Shares, as the case may be, shall be deemed cancelled and retired so that the
Company shall not be entitled to exercise any Rights associated with the Class A
Common Shares or Class B Common Shares, as the case may be, which are no longer
outstanding.
(e) The first sentence of Section 4 of the Rights Agreement is
hereby amended to read as follows:
The Right Certificates (and the forms of election to purchase
Preference Shares and of assignment to be printed on the reverse
thereof) shall be substantially the same as Exhibit A to Amendment
No. 1 and may have such marks of identification or designation and
such legends, summaries or endorsements printed thereon as the
Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with
any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on
which the Rights may from time to time be listed, or to conform to
usage.
(f) Section 7(b) of the Rights Agreement is hereby amended to read
as follows:
(b) From and after the effectiveness of Amendment No. 1, the
Purchase Price for each one one-hundredth of a Preference Share
purchasable pursuant to the exercise of a Right shall initially be
$185.00, and shall be subject to adjustment from time to time as
provided in Sections 11 and 13 hereof and shall be payable in lawful
money of the United States of America in accordance with paragraph
(c) of this Section 7.
Section 2. Successors. All the covenants and provisions of this
Amendment by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.
Section 3. Benefits of this Amendment. Nothing in this Amendment
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, the class A Common
-3-
Shares) any legal or equitable right, remedy or claim under this Amendment; but
this Amendment shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Right Certificates (and, prior to
the Distribution Date, the Class A Common Shares).
Section 4. Severability. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void 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 affected, impaired or invalidated.
Section 5. Governing Law. 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.
Section 6. Counterparts. This Amendment 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 7. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested by their respective officers thereunto duly
authorized as of the day and year first above written.
Attest: MEDICIS PHARMACEUTICAL CORPORATION
By: ___________________________ By: ________________________________
Xxxx Xxxxxxxxxxx Xxxx X. Xxxxxxxx
Assistant Secretary Chief Financial Officer
Attest: AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Rights Agent
By: ___________________________ By: ________________________________
Name: Name:
Title: Title:
-4-
Exhibit A
Form of Right Certificate
Certificate No. R- _________ Rights
NOT EXERCISABLE AFTER AUGUST 17, 2005 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT AND TO EXCHANGE
ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
Right Certificate
MEDICIS PHARMACEUTICAL CORPORATION
This certifies that _____________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of August 17, 1995, between Medicis Pharmaceutical
Corporation, a Delaware corporation (the "Company"), and American Stock Transfer
& Trust Company, as rights agent (the "Rights Agent"), as amended from time to
time in accordance with its terms (the "Rights Agreement"), to purchase from the
Company at any time after the Distribution Date (as such term is defined in the
Rights Agreement) and prior to 5:00 p.m., New York City time, on August 17, 2005
at the office or agency of the Rights Agent designated for such purpose, or of
its successor as Rights Agent, one one-hundredth of a fully paid non-assessable
share of Series A Junior Participating Preference Stock, par value $.01 per
share (the "Preference Shares"), of the Company, at a purchase price of $185.00
per one one-hundredth of a Preference Share (the "Purchase Price"), upon
presentation and surrender of this Right Certificate with the Form of Election
to Purchase duly executed. The number of Rights evidenced by this Right
Certificate (and the number of one one-hundredths of a Preference Share which
may be purchased upon exercise hereof) set forth above, and the Purchase Price
set forth above, are the number and Purchase Price as of April 15, 1996, based
on the Preference Shares as constituted at such date. As provided in the Rights
Agreement, the Purchase Price and the number of one one-hundredths of a
Preference Share which may be purchased upon the exercise of the Rights
evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events.
This Right Certificate is subject to all of the terms, provisions
and conditions of the Rights Agreement, which terms, provisions and conditions
are hereby incorporated herein by reference and made a part hereof and to which
reference is hereby made for a full description of the rights, limitations of
rights, obligations, duties and immunities hereunder of the Rights Agent, the
Company and the holders of the Right Certificates. Copies of the Rights
Agreement are on file at the principal executive office of the Company and the
above-mentioned office or agency of the Rights Agent. The Company will mail to
the holder of this Right Certificate a copy of the Rights Agreement without
charge after receipt of a written request therefor.
This Right Certificate, with or without other Right Certificates,
upon surrender at the office or agency of the Rights Agent designated for such
purpose, may be exchanged for another Right Certificate or Right Certificates of
like tenor and date evidencing Rights entitling
A-1
the holder to purchase a like aggregate number of Preference Shares as the
Rights evidenced by the Right Certificate or Right Certificates surrendered
shall have entitled such holder to purchase. If this Right Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender hereof
another Right Certificate or Right Certificates for the number of whole Rights
not issued.
Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate (i) may be redeemed by the Company at a redemption
price of $.001 per Right or (ii) may be exchanged by the Company in whole or in
part for Preference Shares or shares of the Company's Class A Common Stock, par
value $.001 per share.
No fractional Preference Shares will be issued upon the exercise of
any Right or Rights evidenced hereby (other than fractions which are integral
multiples of one one-hundredth of a Preference Share, which may, at the election
of the Company, be evidenced by depositary receipts), but in lieu thereof a cash
payment will be made, as provided in the Rights Agreement.
No holder of this Right Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of the
Preference Shares or of any other securities of the Company which may at any
time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of director or upon any matter submitted to stockholders at any
meeting thereof, or to give or to withhold consent to any corporate action, or
to receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the Rights Agreement.
This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
A-2
WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.
Dated as of _________
ATTEST: MEDICIS PHARMACEUTICAL CORPORATION
By: ___________________________ By: ________________________________
Countersigned:
AMERICAN STOCK TRANSFER &
TRUST COMPANY
as Rights Agent
By: ___________________________
Authorized Signature
A-3
Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Right Certificate)
FOR VALUE RECEIVED __________________________ hereby sells, assigns
and transfers unto______________________________________________________________
________________________________________________________________________________
(Please print name and address of transferee)
________________________________________________________________________________
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ________________ Attorney, to
transfer the within Right Certificate on the books of the within-named Company,
with full power of substitution.
Dated: ________________
________________________________
________________________________
Signature(s)
Signature Guaranteed:
Signature(s) must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States
--------------------------------------------------------------------------------
The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).
________________________________
Signature(s)
--------------------------------------------------------------------------------
A-4
Form of Reverse Side of Right Certificate -- continued
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise
Rights represented by the Right Certificate.)
To Medicis Pharmaceutical Corporation
The undersigned hereby irrevocably elects to exercise ______________
Rights represented by this Right Certificate to purchase the Preference Shares
issuable upon the exercise of such Rights and requests that certificates for
such Preference Shares be issued in the name of:
Please insert social security
or other identifying number
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
if such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:
Please insert social security
or other identifying number
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
Dated: ________________
________________________________
________________________________
Signature(s)
Signature Guaranteed:
Signature(s) must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.
A-5
Form of Reverse Side of Right Certificate -- continued
--------------------------------------------------------------------------------
The undersigned hereby certifies that the Rights evidenced by this
Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement).
________________________________
Signature
--------------------------------------------------------------------------------
NOTICE
The signature in the Form of Assignment or Form of Election to
Purchase, as the case may be, must conform to the name as written upon the face
of this Right Certificate in every particular, without alteration or enlargement
or any change whatsoever.
In the event the certificate set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be, is not
completed, the Company and the Rights Agent will deem the beneficial owner of
the Rights evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.
A-6
Exhibit B
MEDICIS PHARMACEUTICAL CORPORATION
SUMMARY OF RIGHTS TO PURCHASE SHARES OF
SERIES A JUNIOR PARTICIPATING PREFERENCE STOCK
On August 17, 1995, the Board of Directors of Medicis Pharmaceutical
Corporation, a Delaware corporation (the "Company"), declared a dividend of one
preference share purchase right (a "Right") for each outstanding share of Class
A Common Stock, par value $.014 (formerly $.001) per share (the "Class A Common
Shares"), and Class B Common Stock, par value $.014 (formerly $.001) per share
(the "Class B Common Shares" and, together with the Class A Common Shares, the
"Common Shares") of the Company. The dividend is payable on August 30, 1995 (the
"Record Date") to the holders of record of the Common Shares on that date. Each
Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preference Stock, par
value $.01 per share (the "Preference Shares"), of the Company at a price of
$185.00 per one one-hundredth of a Preference Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement, dated as of August 17, 1995, between the Company and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"),
as amended from time to time in accordance with its terms (the "Rights
Agreement").
Until the earlier to occur of (i) ten days following a public
announcement that a person or group of affiliated or associated person (an
"Acquiring Person") have acquired beneficial ownership of 15% or more of the
outstanding Class A Common Shares or (ii) ten business days (or such later date
as may be determined by action of the Board of Directors of the Company prior to
such time as any person or group of affiliated persons becomes an Acquiring
Person) following the commencement of, or announcement of an intention to make,
a tender offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the outstanding
Class A Common Shares (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share certificate
with a copy of this Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Class A Common Shares. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Share certificates
issued after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the Close of Business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
B-1
The Rights are not exercisable until the Distribution Date. The
Rights will expire on August 17, 2005 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of Preference Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (1) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preference Shares, (2) upon the grant to holders of the Preference Shares of
certain rights or warrants to subscribe for or purchase Preference Shares at a
price, or securities convertible into Preference Shares with a conversion price,
less than the then-current market price of the Preference Shares or (3) upon the
distribution to holders of the Preference Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preference Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preference Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Class A Common
Shares or a stock dividend on the Class A Common Shares payable in Class A
Common Shares or subdivisions, consolidations or combinations of the Class A
Common Shares occurring, in any such case, prior to the Distribution Date.
Preference Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preference Shares will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Class A Common Share. In the
event of liquidation, the holders of the Preference Shares will be entitled to a
minimum preferential liquidation payment of $100 per share but will be entitled
to an aggregate payment of 100 times the payment made per Class A Common Share.
Each Preference Share will have 100 votes, voting together with the Class A
Common Shares, except as otherwise required by law. Finally, in the event of any
merger. consolidation or other transaction in which Class A Common Shares are
exchanged, each Preference Share will be entitled to receive 100 times the
amount received per Class A Common Share. These rights are protected by
customary antidilution provisions.
The dividend, liquidation and voting rights, and the non-redemptive
feature of the Preference Shares are designed so that the value of the one
one-hundredth interest in a Preference Share purchasable upon exercise of each
Right should approximate the value of one Class A Common Share.
In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a Merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the Right. The Rights Agreement also provides
that, in the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, proper provision shall be
B-2
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of Class A Common Shares having a market
value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the
outstanding Class A Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one Class A
Common Share, or one one-hundredth of a Preference Share (or of a share of a
class or series of the Company's preferred stock having equivalent rights,
preferences and privileges) per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional Preference Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preference
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preference Shares on the last trading day prior to the date
of exercise.
At any time prior to the time an Acquiring Person becomes such, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.001, per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors of the Company in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
Class A Common Shares then known to the Company to be beneficially owned by any
person or group of affiliated or associated persons (other than (a) the Company,
(b) any subsidiary of the Company, (c) any employee benefit plan of the Company
or any subsidiary of the Company, or (d) any entity holding Class A Common
Shares for or pursuant to the terms of any such plan) and (ii) 10%, except that
from and after such time as any person or group of affiliated or associated
person becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the U.S.
Securities and Exchange Commission as an exhibit to a Registration Statement on
Form 8-A, dated August 17, 1995 and a copy of Amendment No. 1 to Rights
Agreement has been filed with the U.S. Securities and Exchange Commission as an
exhibit to Amendment No. 1 to such Registration
B-3
Statement, dated April 15, 1996. A copy of the Rights Agreement is available
free of charge from the Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by reference.
B-4
