EXHIBIT 1(a)
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 dated as of September 18, 1998 to the Rights Agreement
dated as of June 18, 1998 (the "Rights Agreement") between Texas Instruments
Incorporated, a Delaware corporation (the "Company"), and Xxxxxx Trust and
Savings Bank, as Rights Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the parties hereto desire to amend the Rights Agreement in
certain respects;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. (a) Unless otherwise
specifically defined herein, each term used herein which is defined in the
Rights Agreement has the meaning assigned to such term in the Rights Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Rights Agreement shall, after this Amendment becomes
effective, refer to the Rights Agreement as amended hereby.
(b) Section 1 of the Rights Agreement is hereby amended by deleting
from the definition of "Acquiring Person" the word "and" at the end of clause
(a) thereof and adding the following words immediately before the period at the
end of the same definition:
; and (c) if the Board of Directors of the Company determines in good
faith that a Person who would otherwise be an "Acquiring Person" became the
Beneficial Owner of a number of shares of Common Stock such that the Person
would otherwise qualify as an "Acquiring Person" inadvertently (including,
without limitation, because (i) such Person was unaware that it beneficially
owned a percentage of Common Stock that would otherwise cause such Person to be
an "Acquiring Person" or (ii) such Person was aware of the extent of its
Beneficial Ownership of Common Stock but had no actual knowledge of the
consequences of such Beneficial Ownership under this Agreement) and without any
intention of changing or influencing control of the Company, then such Person
shall not be deemed to be or to have become an "Acquiring Person" for any
purposes of this Agreement unless and until such Person shall have failed to
divest itself, as soon as practicable (as determined, in good faith, by the
Board of Directors of the Company), of Beneficial Ownership of a sufficient
number of shares of Common Stock so that such Person would no longer otherwise
qualify as an "Acquiring Person"
(c) Section 1 of the Rights Agreement is hereby amended by deleting
the definition of "Continuing Director" contained therein.
(d) Section 1 of the Rights Agreement is hereby amended by deleting
from the definition of "Distribution Date" the first instance of the words "(or
such later day as may be designated by action of a majority of the Continuing
Directors)" and by replacing the second instance of the same words with the
words "(or such later day as may be designated prior to the occurrence of a
Section 11(a)(ii) Event by action of the Board of Directors)".
SECTION 2. Exercise of Rights; Expiration Date of Rights. Section 7(d)
of the Rights Agreement is hereby amended by deleting the words "the Continuing
Directors have determined" from the first sentence thereof.
SECTION 3. Adjustment of Purchase Price, Number and Kind of Shares or
Number of Rights. Section 11 of the Rights Agreement is hereby amended by:
(a) replacing the words "a majority of the Continuing Directors has
determined to be" in the first sentence of subsection (a)(iii) thereof with the
word "are";
(b) replacing each instance of the words "(as determined by the
Continuing Directors based upon the advice of a nationally recognized
investment banking firm selected by the Continuing Directors)" in subsection
(a)(iii) thereof with the words "(based upon the advice of a nationally
recognized investment banking firm)";
(c) deleting the second sentence of subsection (a)(iii) thereof;
(d) replacing the words "first and/or second sentence of this Section
11(a)(iii)" in the third sentence of subsection (a)(iii) thereof with the words
"preceding sentence";
(e) replacing the words "Substitution Period in order to seek any
authorization of additional shares and/or" in the third sentence of subsection
(a)(iii) thereof with the words "30-day period set forth above in order";
(f) replacing the words "such first and/or second" in the third
sentence of subsection (a)(iii) thereof with the words "the preceding";
(g) deleting the words "the later of" from the last sentence of
subsection (a)(iii) thereof;
(h) deleting the words "and the first date that the right to redeem
the Rights pursuant to Section 23 shall expire" from the last sentence of
subsection (a)(iii) thereof;
(i) deleting the words ", or, if at the time of such selection there
is an Acquiring Person, by a majority of the Continuing Directors" from the
second sentence of subsection (d)(i) thereof;
(j) replacing the words "majority of the Continuing Directors" in the
third sentence of subsection (d)(i) thereof with the words "nationally
recognized investment banking firm";
(k) deleting the words "by a majority of the Continuing Directors, or,
if there are no Continuing Directors," from the fourth sentence of subsection
(d)(i) thereof;
(l) deleting the words "selected by the Board of Directors" from the
fourth sentence of subsection (d)(i) thereof;
(m) deleting the words "by a majority of the Continuing Directors then
in office, or, if there are no Continuing Directors," from subsection (d)(iii)
thereof; and
(n) deleting the words "selected by the Board of Directors" from
subsection (d)(iii) thereof.
SECTION 4. Fractional Rights and Fractional Shares. Section 14(a) of
the Rights Agreement is hereby amended by:
(a) deleting the words ", or, if at the time of such selection there
is an Acquiring Person, by a majority of the Continuing Directors" from the
penultimate sentence thereof; and
(b) replacing the words "majority of the Continuing Directors" in the
last sentence thereof with the words "nationally recognized investment banking
firm".
SECTION 5. Redemption. Section 23(a) of the Rights Agreement is
hereby amended by:
(a) replacing the words "close of business on the tenth day after the
Stock Acquisition Date (or such later date as a majority of the Continuing
Directors may designate prior to such time as the Rights are no longer
redeemable)" in the first sentence thereof with the words "occurrence of a
Section 11(a)(ii) Event";
(b) deleting the proviso from the first sentence thereof and the
semicolon immediately preceding such proviso; and
(c) deleting the second sentence thereof.
SECTION 6. Exchange. Section 24(a) of the Rights Agreement is hereby
amended by:
(a) replacing the words "any Person becomes an Acquiring Person" in
the first sentence thereof with the words "the occurrence of a Section
11(a)(ii) Event"; and
(b) deleting the words "if there are Continuing Directors then in
office and such exchange shall have been approved by a majority of such
Continuing Directors,".
SECTION 7. Supplements and Amendments. Section 27 of the Rights
Agreement is hereby amended by deleting the third sentence thereof.
SECTION 8. Determination and Actions by the Board of Directors, Etc.
Section 29 of the Rights Agreement is hereby amended by:
(a) deleting the first parenthetical clause from the second sentence
thereof; and
(b) deleting the second parenthetical clause and the words "or the
Continuing Directors" from the last sentence thereof.
SECTION 9. Severability. Section 31 of the Rights Agreement is
hereby amended by deleting the proviso contained therein and the semicolon that
immediately precedes such proviso.
SECTION 10. Form of Right Certificate. Exhibit B to the Rights
Agreement is hereby amended by replacing the words "close of business on the
tenth day after the Stock Acquisition Date (or such later date as a majority of
the Continuing Directors may designate prior to such time as the Rights are no
longer redeemable)" in subparagraph (a) of the seventh paragraph thereof with
the words "occurrence of a Section 11(a)(ii) Event".
SECTION 11. Summary of Terms. Exhibit C to the Rights Agreement is
hereby amended by:
(a) deleting the words ", in each case, subject to extension by a
majority of the Directors not affiliated with the Acquiring Person" from the
first footnote thereof;
(b) deleting the second parenthetical clause under the heading
"Exchange";
(c) restating the language under the heading "Redemption" in its
entirety to read in full as follows:
The Board of Directors may redeem all of the Rights at a price of $.01
per Right at any time prior to the time that any person becomes an Acquiring
Person.
(d) deleting each of the first parenthetical clause and the third
paragraph under the heading "Amendments".
SECTION 12. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware without regard
to any applicable conflicts of law rules, except that the rights and
obligations of the Rights Agent shall be governed by the law of the State of
New York.
SECTION 13. Counterparts. This Amendment may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
SECTION 14. Effectiveness. This Amendment shall become effective
upon execution by each of the parties hereto of a counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
TEXAS INSTRUMENTS INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President,
Treasurer and Chief Financial
Officer
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxx X. XxXxxxxxx
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Name: Xxxxx X. XxXxxxxxx
Title: Assistant Vice President
