Exhibit 1
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Amendment to the Amended and Restated Rights Agreement
dated as of May 20, 1996 between
SYSCO Corporation
and BankBoston, N.A.
The Rights Agreement is hereby amended as follows:
1. Every reference to "Boston EquiServe, L.P." in the Rights Agreement is
amended to read "BankBoston, N.A."
2. Section 1 is amended to delete paragraphs (l) and (m) therefrom.
3. Section 1(d) is amended by replacing "the State of Texas" with "The
Commonwealth of Massachusetts".
4. Section 1(e) is amended by replacing "Houston" with "Eastern".
5. Section 2 is amended by inserting the following after the word
"desirable" in the second sentence thereof:
,upon reasonable prior written notice to the Rights Agent. The
Rights Agent shall have no duty to supervise and in no event shall be
liable for, the acts or omissions of any such co-Rights Agent.
6. Section 3(a) is amended by eliminating the first sentence thereof and
substituting in its place the following:
Until the earlier of (i) the Stock Acquisition Date or (ii) the
tenth Business Day after the date of the commencement of, or first
public announcement of the intent of any Person (other than the
Company, any subsidiary of the Company, or any employee benefit plan
of the Company or any of its subsidiaries or any trustee or
administrator of any such plan in its capacity as such) to commence
(which intention to commence remains in effect for five business days
after such announcement), a tender or exchange offer which would
result in such Person becoming an Acquiring Person (or such later date
determined by the Board of Directors of the Company which date shall
not be later than the date specified in (i)), (the earlier of such
dates being herein referred to as the "Distribution Date"), (x) the
Rights will be evidenced (subject to the provisions of paragraph (b)
of this Section 3) by the certificates for Common Stock registered in
the names of the holders of the Common Stock (which certificates for
Common Stock shall be deemed also to be certificates for Rights) and
not by separate certificates, and (y) the Rights (and the right to
receive certificates therefor) will be transferable only in connection
with the transfer of the underlying shares of Common Stock (including
a transfer to the Company); provided, however, that if a tender or
exchange offer is terminated prior to the occurrence of the
Distribution Date, then no Distribution Date shall occur as a result
of that tender or exchange offer.
7. Section 13(a) is amended by replacing the language before clause (x)
with the following:
In the event that, on or following the Stock Acquisition Date,
directly or indirectly,
8. Section 13 is further amended by deleting Section 13(d).
9. Section 24(a)(ii) is amended by deleting the reference to "a
Transaction Person" therein.
10. Section 24(a) is further amended by deleting subsection (iii) thereof.
11. Section 26 is amended by changing the address of the Rights Agent to
read as follows:
BankBoston, N.A.
c/o EquiServe Limited Partnership
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Client Administration
12. Section 27 is amended by deleting the last sentence of the Section.
13. Exhibit C to the Rights Agreement is amended by replacing the attached
"Exhibit C" in its place.
SYSCO CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx x. Xxxxxxx
Title: Vice President and General Counsel
BankBoston, N.A.
By: /s/ XXXXXX XXXXXX
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Name: Xxxxxx XxXxxx
Title: Senior Account Manager
Dated: June 30, 1999
Exhibit C
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SUMMARY OF RIGHTS TO PURCHASE
PREFERRED STOCK
On May 14, 1986, the Board of Directors of SYSCO Corporation (the
"Company") declared a dividend distribution of one Right for each outstanding
share of common stock, par value $1 per share (the "Common Stock"), of the
Company to stockholders of record at the close of business on May 30, 1986. On
May 8, 1996 (the Record Date), the Board of Directors of the Company adopted
certain amendments to the terms of the Rights. Except as set forth below, each
Right, when exercisable, entitles the registered holder to purchase from the
Company one two-thousandth of a share of a series of preferred stock, designated
as Series A Junior Participating Preferred Stock, par value $1 per share (the
"Preferred Stock"), at a price of $175 per one two thousandth of a share (the
"Purchase Price), subject to adjustment. On May 12, 1999 the Board of Directors
of the Company adopted certain amendments to the terms of the Rights. The
description and terms of the Rights are set forth in an Amended and Restated
Rights Agreement (the "Rights Agreement") between the Company and Boston
EquiServe, L.P., as Rights Agent, and an amendment to the Rights Agreement dated
as of June 30, 1999 between the Company and BankBoston, N.A. (as successor
rights agent to Boston EquiServe, L.P.) (the "Amendment").
Until the earlier to occur of (i) a public announcement that, without the
prior consent of the Board of Directors of the Company, a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 10% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) ten
business days (or such later date as the Board may determine) following the
commencement of (or a public announcement of an intention to make) a tender
offer or exchange offer which would result in any person or group and related
persons having beneficial ownership of 10% or more of the outstanding shares of
Common Stock without the prior consent of the Board of Directors of the Company
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Stock certificates
outstanding as of May 20, 1996, by such Common Stock certificate and no separate
Rights Certificates will be distributed. The Rights Agreement, as amended,
provides that, until the Distribution Date, the Rights will be transferred with
and only with Common Stock certificates. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock certificates issued
after May 20, 1996, (or as soon thereafter as practicable) upon transfer or new
issuance of the Common Stock 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 Stock outstanding as of May 20, 1996, will also constitute the transfer
of the Rights associated with the Common Stock represented by such certificate,
even without such notation. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Rights Certificates") will
be mailed to holders of record of the Common Stock as of the close of business
on the Distribution Date, and the separate Rights Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on May 31, 2006, unless earlier redeemed by the Company as described
below.
In the event that any person becomes an Acquiring Person, each holder of a
Right generally will thereafter have the right for a 60 day period after the
later of the date of such event or the effectiveness of an appropriate
registration statement (or such other longer period set by the Board of
Directors) to receive upon exercise of the Right that number of units of one
two-thousandths of a share of Preferred Stock (or, under certain circumstances,
Common Stock or other securities) having an average market value during a
specified time period (immediately prior to the occurrence of a Person becoming
an Acquiring Person) of two times the exercise price of the Right (such right
being called the "Subscription Right"). Notwithstanding the foregoing, following
the occurrence of a Person becoming an Acquiring Person, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by the Acquiring Person or any affiliate or associate thereof
will be null and void.
In the event that, at any time following the Stock Acquisition Date, the
Company is acquired in a merger or other business combination transaction or 50%
or more of the Company's assets or earning power are sold (in one transaction or
a series of transactions), proper provision shall be made so that each holder of
a Right (except a Right voided as set forth above) shall 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
(or, in the event there is more than one acquiring company, the acquiring
company receiving the greatest portion of the assets or earning power
transferred) which at the time of such transaction would have a market value of
two times the exercise price of the Right (such right being called the "Merger
Right"). The holder of a Right will continue to have the Merger Right whether or
not such holder exercises the Subscription Right.
The Purchase Price payable, the number of Rights and the number of units of
one two-thousandths of a share of Preferred Stock or shares of the Common Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of the
Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for Preferred Stock, certain convertible
securities or securities having the same or more favorable rights, privileges
and preferences as the Preferred Stock at less than the current market price of
the Preferred Stock or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular quarterly cash
dividends out of earnings or retained earnings and dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractions of shares will be issued and, in lieu thereof,
an adjustment in cash will be made based on the market price of the Common Stock
on the last trading date prior to the date of exercise.
The number of outstanding Rights associated with each share of Common Stock
and the voting and economic rights of each one two-thousandths of a share of
Preferred Stock issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Stock or a stock dividend
on the Common Stock payable in Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.
At any time prior to the earlier to occur of (i) the close of business on
the Stock Acquisition Date or (ii) the expiration of the Rights, the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), which redemption shall be effective upon the action of the
Board of Directors. Additionally, following the Stock Acquisition Date and the
expiration of the period during which the Subscription Right is exercisable, the
Board of Directors may redeem the then outstanding Rights in whole, but not in
part, at the Redemption Price provided that such redemption is in connection
with a merger or other business combination transaction or series of
transactions involving the Company in which all holders of Common Stock are
treated alike but not involving an Acquiring Person (or any person who was an
Acquiring Person) or it affiliates or associates. Upon the effective date of the
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 Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company may
issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential quarterly dividend in an amount equal
to the greater of $20.00 and 2,000 times the dividend declared on each Common
Share. In the event of liquidation, the holders of Preferred Stock will receive
a preferred liquidation payment equal to the greater of $350,000 and 2,000 times
the payment made per Common Share. Each share of Preferred Stock will have 2,000
votes, voting together with the Common Shares. In the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
share of Preferred Stock will be entitled to receive 2,000 times the amount and
type of consideration received per Common Share. The rights of the Preferred
Stock as to dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary anti-dilution provisions. Fractional
shares of Preferred Stock in integral multiples of one two-thousandth of a share
of Preferred Stock will be issuable; however, the Company may elect to
distribute depositary receipts in lieu of such fractional shares. In lieu of
fractional shares other than fractions that are multiples of one two-thousandth
of a share, an adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of exercise.
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.
Except as set forth above, the terms of the Rights may be amended by the
Board of Directors of the Company, (i) prior to the Distribution Date in any
manner, and (ii) on or after the Distribution Date to cure any ambiguity, to
correct or supplement any provision of the Rights Agreement which may be
defective or inconsistent with any other provisions, or in any manner not
adversely affecting the interests of the holders of the Rights.
A copy of the Rights Agreement and the Amendment have been filed with the
Securities and Exchange Commission as Exhibits to Forms 8-A/A amending a
Registration Statement on Form 8-A. A copy of the Rights Agreement and the
Amendment 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 and the Amendment, which are incorporated
herein by reference.
