EXHIBIT 2.3
AMENDMENT TO RIGHTS AGREEMENT
Amendment No. 2, dated as of October 10, 1995, to the
Rights Agreement, dated as of July 25, 1989, as amended June 28,
1994 (as amended, the "Rights Agreement"), between MERIDIAN
BANCORP, INC., a Pennsylvania business corporation (the
"Company"), and MERIDIAN TRUST COMPANY, a Pennsylvania trust
company, as Rights Agent (the "Rights Agent").
WITNESSETH
WHEREAS, the Rights (as defined in the Rights
Agreement) distributed in accordance with the Rights Agreement
remain issued and outstanding;
WHEREAS, no Distribution Date or Triggering Event (each
as defined in the Rights Agreement) has occurred;
WHEREAS, the Company and CoreStates, a Pennsylvania
business corporation ("CoreStates"), propose to enter into an
Agreement and Plan of Merger (the "Merger Agreement"), pursuant
to which the Company would merge with and into CoreStates (the
"Merger");
WHEREAS, concurrently with the execution of the Merger
Agreement, the Company and CoreStates will enter into a Stock
Option Agreement referred to therein (the "Stock Option
Agreement") pursuant to which the Company would grant to
CoreStates an option to acquire up to 19.9% of the outstanding
shares of Common Stock of the Company under certain
circumstances;
WHEREAS, in connection with the anticipated approval,
execution and delivery of the Merger Agreement and the Stock
Option Agreement, the Board of Directors of the Company deems it
advisable and in the best interests of the Company to make
certain changes in the Rights Agreement as set forth herein; and
WHEREAS, the Board of Directors of the Company has
adopted, in accordance with Section 27 of the Rights Agreement, a
resolution approving this Amendment and directing the appropriate
officers of the Company to take all appropriate steps to execute
and put into effect this Amendment and an appropriate officer of
the Company has provided a certificate to the Rights Agent as
provided for in such Section 27.
NOW, THEREFORE, in consideration of the premises and
covenants set forth in the Rights Agreement and this Amendment,
the parties hereby agree as follows:
1. Section 1(a) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"(a) "Acquiring Person" shall mean any
Person who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial
Owner of (i) 19.9% or more of the shares of Common
Stock or (ii) Voting Securities that in the aggregate
represent 19.9% or more of the Total Voting Power, but
shall not include any of the following:
(A) the Company, any Subsidiary of the
Company, any employee stock option plan or other
employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company
for or pursuant to the terms of any such plan;
(B) until the termination of the Stock
Option Agreement in accordance with its terms
prior to any exercise thereunder, CoreStates or
any Affiliate or Associate of CoreStates, as a
result of their acquisition of Beneficial
Ownership of Common Stock of the Company by reason
of the approval, execution, or delivery of the
Stock Option Agreement or the Merger Agreement or
by reason of the completion of any transaction or
the exercise of any Option contemplated by the
Stock Option Agreement or the Merger Agreement, so
long as CoreStates and any Affiliate or Associate
of CoreStates is not the Beneficial Owner of any
Common Stock of the Company other than (w) Common
Stock of the Company of which CoreStates or any
Affiliate or Associate of CoreStates is or becomes
the Beneficial Owner by reason of the approval,
execution, or delivery of the Stock Option
Agreement or the Merger Agreement, or by reason of
the completion of any transaction or the
exercising of the Option contemplated by the Stock
Option Agreement, the Merger Agreement, or both,
(x) Common Stock of the Company Beneficially Owned
by CoreStates or any Affiliate or Associate of
CoreStates on the date hereof, (y) Common Stock of
the Company of which CoreStates or any Affiliate
or Associate of CoreStates inadvertently becomes
the Beneficial Owner after the date hereof,
provided that the number of such shares of Common
Stock does not exceed 1% of the shares of Common
Stock of the Company outstanding on the date
hereof and that CoreStates or any such Affiliate
or Associate, as the case may be, divests such
Common Stock as soon as practicable after it
becomes aware of such acquisition of Beneficial
Ownership, and (z) Common Stock of the Company
Beneficially Owned or otherwise held by CoreStates
or any Affiliate or Associate of CoreStates in a
bona fide fiduciary capacity or in satisfaction of
debts previously contracted in good faith, in
either case in the ordinary course of its banking
business.
Notwithstanding the foregoing, no Person shall become
an "Acquiring Person" solely as the result of any
acquisition of Common Stock by the Company which, by
reducing the number of shares outstanding, increases
the proportionate number of shares beneficially owned
by such Person to 19.9% or more of the Common Stock of
the Company then outstanding; provided, however, that
if a Person not otherwise excluded from the definition
of "Acquiring Person" pursuant to Paragraph (B) above
shall become the Beneficial Owner of 19.9% or more of
the Common Stock of the Company then outstanding by
reason of share purchases by the Company and shall,
after such share purchases by the Company, become the
Beneficial Owner of any additional Common Stock of the
Company, then such Person shall be deemed to be an
Acquiring Person."
2. Section 1(b) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"(b) 'Adverse Person' shall mean any Person
declared to be an Adverse Person by the Board of
Directors upon a determination by such Directors
that the criteria set forth in Section
11(a)(ii)(B) apply to such Person, provided,
however, that the Board of Directors shall not
declare CoreStates or any Affiliate or Associate
of CoreStates to be an Adverse Person as a result
of the Merger Agreement, the Stock Option
Agreement, their acquisition of Beneficial
Ownership of shares of Common Stock by reason of
the Stock Option Agreement or the Merger
Agreement, or by reason of the consummation of any
transaction or the exercise of any option
contemplated by the Stock Option Agreement or the
Merger Agreement."
3. A new Section 1(ll) is added to the Rights
Agreement, to read as follows:
"(ll) "CoreStates" shall mean CoreStates
Financial Corp, a corporation duly organized and
existing under the laws of the Commonwealth of
Pennsylvania, and its successors."
4. A new Section 1(mm) is added to the Rights
Agreement, to read as follows:
"(mm) " Merger Agreement" shall mean the
Agreement and Plan of Merger, dated as of October 10,
1995, by and between CoreStates and the Company, as the
same may be amended from time to time."
5. A new Section 1(nn) is added to the Rights
Agreement, to read as follows:
"(nn) "Stock Option Agreement" shall mean
the Stock Option Agreement, dated as of October 10,
1995, by and between the Company, as issuer, and
CoreStates, as grantee, as the same may be amended from
time to time."
6. A new Section 1(oo) is added to the Rights
Agreement, to read as follows:
"(oo) "Termination Time" shall be
immediately prior to the Effective Time, as defined in
the Merger Agreement."
7. Section 7(a) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"(a) Subject to Section 7(e) hereof, the
registered holder of any Rights Certificate may
exercise the Rights evidenced thereby (except as
otherwise provided herein including, without
limitation, the restrictions on exercisability set
forth in Section 9(c), Section 11(a)(iii), and
Section 23(a) hereof) in whole or in part at any time
after the Distribution Date upon surrender of the
Rights Certificate, with the form of election to
purchase and the certificate on the reverse side
thereof duly executed, to the Rights Agent at the
principal office or offices of the Rights Agent
designated for such purpose, together with payment of
the aggregate Purchase Price with respect to the total
number of one one-hundredths of a share (or other
securities, cash, or other assets, as the case may be)
as to which such surrendered Rights are then
exercisable, at or prior to the earliest of (i) the
close of business on July 25, 1999 (the "Final
Expiration Date"), (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the
earlier of (i) and (ii) being herein referred to as the
"Expiration Date"), (iii) the time at which such Rights
are exchanged as provided in Section 24 hereof, or
(iv) the Termination Time.
8. Section 13(a) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"(a) In the event that, following the Stock
Acquisition Date, directly or indirectly, (x) the
Company shall consolidate with, or merge with and into,
any other Person (other than a Subsidiary of the
Company in a transaction which complies with
Section 11(o) hereof), and the Company shall not be the
continuing or surviving corporation of such
consolidation or merger, (y) any Person (other than a
Subsidiary of the Company in a transaction which
complies with Section 11(o) hereof) shall consolidate
with, or merge with or into, the Company, and the
Company shall be the continuing or surviving
corporation of such consolidation or merger and, in
connection with such consolidation or merger, all or
part of the outstanding shares of Voting Securities
shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other
property, or (z) the Company shall sell or otherwise
transfer (or one or more of its Subsidiaries shall sell
or otherwise transfer), in one transaction or a series
of related transactions, assets or earning power
aggregating more than 50% of the assets or earning
power of the Company and its Subsidiaries (taken as a
whole) to any Person or Persons (other than the Company
or any Subsidiary of the Company in one or more
transactions each of which complies with Section 11(o)
hereof); provided, however, that so long as the Merger
Agreement shall not have been terminated, the
references to other "Person" and any "Person" with
respect to the transactions listed in clauses (x), (y),
and (z) above shall not include CoreStates or any of
its Affiliates; then, and in each such case (except as
may be contemplated by Section 13(d) hereof), proper
provision shall be made so that: (i) each holder of a
Right, except as provided in Section 7(e) hereof, shall
thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price in
accordance with the terms of this Agreement, such
number of validly authorized and issued, fully paid,
nonassessable, and freely tradeable shares of Common
Stock of the Principal Party (as such term in
hereinafter defined), not subject to any liens,
encumbrances, rights of first refusal, or other adverse
claims, as shall be equal to the result obtained by
(1) multiplying the then-current Purchase Price by the
number of one one-hundredths of a share of Preferred
Stock for which a Right is exercisable immediately
prior to the first occurrence of a Section 13 Event
(or, if a Section 11(a)(ii) Event has occurred prior to
the first occurrence of a Section 13 Event, multiplying
the number of such one one-hundredths of a share for
which a Right was exercisable immediately prior to the
first occurrence of a Section 11(a)(ii) Event by the
Purchase Price in effect immediately prior to such
first occurrence), and dividing that product (which,
following the first occurrence of a Section 13 Event,
shall be referred to as the "Purchase Price" for each
Right and for all purposes of this Agreement) by
(2) 50% of the current market price (determined
pursuant to Section 11(d)(i) hereof) per share of the
Common Stock of such Principal Party on the date of
completion of such Section 13 Event; (ii) such
Principal Party shall thereafter be liable for, and
shall assume, by virtue of such Section 13 Event, all
the obligations and duties of the Company pursuant to
this Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such Principal Party,
it being specifically intended that the provisions of
Section 11 hereof shall apply only to such Principal
Party following the first occurrence of a Section 13
Event; (iv) such Principal Party shall take such steps
(including, but not limited to, the reservation of a
sufficient number of shares of its Common Stock) in
connection with the consummation of any such
transaction as may be necessary to assure that the
provisions hereof shall thereafter be applicable, as
nearly as reasonably may be, in relation to its shares
of Common Stock thereafter deliverable upon the
exercise of the Rights; and (v) the provisions of
Section(a)(ii) hereof shall be of no effect following
the first occurrence of any Section 13 Event."
9. Clause (iv) of Section 25(a) of the Rights
Agreement is amended to read as follows:
"(iv) to effect any consolidation or merger
into or with any other Person (other than a Subsidiary
of the Company in a transaction which complies with
Section 11(o) hereof), or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries
to effect any sale or other transfer), in one
transaction or a series of related transactions of more
than 50% of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to any other
Person or Persons (other than the company and/or any of
its Subsidiaries in one or more transactions each of
which complies with Section 11(o) hereof), provided,
however, that so long as the Merger Agreement shall not
have been terminated, such other Person shall not, in
any such consolidation, merger, or sale or transfer of
assets or earning power, include CoreStates or any of
its Affiliates or Associates,"
10. A new Section 35 is added to the Rights Agreement,
to read in its entirety as follows:
"Section 35. Termination. This Agreement
shall terminate at the Termination Time and all rights,
benefits, obligations, duties and agencies created by
this Agreement shall be terminated at such Termination
Time. All Rights issued and outstanding shall, at the
Termination Time, cease to exist and shall be
terminated without any payment to any holder thereof."
11. On or after the date hereof, each reference in the
Rights Agreement (including the Exhibits thereto) to "This
Agreement," "hereunder," "herein" or words of like import shall
mean and be a reference to the Rights Agreement as amended hereby
and all Exhibits thereto shall be deemed to be amended to reflect
the amendments made hereby.
12. This Amendment shall be effective as of the date
of its execution and, except as set forth herein, the Rights
Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
13. Capitalized terms which are used but not defined
herein shall have the meaning ascribed to such terms in the
Rights Agreement.
14. 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.
15. This Amendment shall be deemed to be a contract
made under the laws of the Commonwealth of Pennsylvania and for
all purposes shall be governed by and construed in accordance
with the laws of the Commonwealth applicable to contracts made
and to be performed entirely within the Commonwealth.
16. 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.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed, all as of the day and year first
above written.
MERIDIAN BANCORP, INC.
By /s/ Xxxxxx X. XxXxxxxxxx
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Attest: /s/Xxxxxx X. Xxxxxx
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MERIDIAN TRUST COMPANY
By /s/ Xxxxxx Xxxxx
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Attest: /s/ Xxxxx Xxxxxxxxxxx
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