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EXHIBIT 11
AMENDMENT NO.1 TO RIGHTS AGREEMENT,
DATED AS OF JULY 26, 1999,
BETWEEN THE COMPANY AND
FIRST CHICAGO TRUST COMPANY OF NEW YORK
THIS AMENDMENT NO. 1, dated as of July 26, 1999 (this "Amendment"), to the
Rights Agreement, dated as of December 22, 1999 (the "Rights Agreement"), HOST
MARRIOTT SERVICES CORPORATION, a Delaware corporation (the "Company"), and FIRST
CHICAGO TRUST COMPANY OF NEW YORK (the "Rights Agent").
The Company and the Rights Agent have heretofore executed and entered into
the Rights Agreement. Pursuant to Section 26 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or amend the
Rights Agreement in accordance with the provisions of Section 26 thereof. All
acts and things necessary to make this Amendment a valid agreement according to
its terms have been done and performed, and the execution and delivery of this
Agreement by the Company and the Rights Agent have been in all respects
authorized by the Company and the Rights Agent.
The Company, Autogrill, S.p.A., a corporation organized under the laws of
the Republic of Italy ("Parent") and Autogrill Acquisition Co. (the
"Subsidiary") have entered into an Agreement and Plan of Merger dated as of July
26, 1999.
In consideration of the foregoing premises and mutual agreements set forth
in the Rights Agreement and this Amendment, the parties hereto agree as follows:
1. Section 1.(a) of the Rights Agreement is hereby amended by adding as the
final sentence thereto the following:
"Notwithstanding anything in this Agreement to the contrary, no Person
who or which, together with all Affiliates and Associates of such Person,
is or shall become the Beneficial Owner of 20% or more of the shares of
Common Stock then outstanding shall be an "Acquiring Person" solely as the
result of the acquisition by Parent or any Affiliate of Parent of
Beneficial Ownership of shares of Common Stock pursuant to the Offer (as
defined in the Agreement and Plan of Merger dated as of July 26, 1999 by
and among Autogrill, S.p.A., a corporation organized under the laws of the
Republic of Italy, Autogrill Acquisition Co., a Delaware corporation and
the Company (the "Plan of Merger")), or pursuant to the Merger (as defined
in the Plan of Merger), in each case in accordance with the terms of the
Plan of Merger, as the same may from time to time be amended."
2. Section 3.(a) of the Rights Agreement is hereby amended by adding as the
final sentence thereto the following:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as a result
of (i) the approval, execution or delivery of the Plan of Merger or (ii)
the making or acceptance for payment of shares of Common Stock pursuant to
the Offer or the consummation of the Merger or the other transactions
contemplated thereby, in each case in accordance with the terms of the Plan
of Merger, as the same may from time to time be amended."
3. Section 13.(a) of the Rights Agreement is hereby amended by adding as
the final sentence thereto the following:
"Notwithstanding anything in this Agreement to the contrary, a
transaction of the kind referred to in this Section 13.(a) shall not be
deemed to have occurred solely as a result of (i) the approval, execution
or delivery of the Plan of Merger or (ii) the making or acceptance for
payment of shares of Common Stock pursuant to the Offer or the consummation
of the Merger or the other transactions contemplated thereby, in each case
in accordance with the terms of the Plan of Merger, as the same may from
time to time be amended."
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4. Except as expressly amended hereby, the Rights Agreement remains in full
force and effect in accordance with its terms.
5. The Rights Agreement, as amended by this Amendment, and each Right
Certificate issued under the Rights Agreement 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; except that
all provisions regarding the rights, duties and obligations of the Rights Agent
shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed entirely within such
State.
6. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
7. This Amendment to the Rights Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed an
original, and all such counterparts shall together constitute but one and the
same instrument.
8. Except as expressly set forth herein, this Amendment to the Rights
Agreement shall not by implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Rights Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Right Agreement to be duly executed as of the day and year first above written.
HOST MARRIOTT SERVICES CORPORATION
By: /s/ Xxx X. Xxxxxx
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Title: Senior Vice President
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
