EXHIBIT 1
FOURTH AMENDMENT TO RIGHTS AGREEMENT
FOURTH AMENDMENT, dated as of June 11, 1998, to the Rights Agreement,
dated as of October 6, 1994, as heretofore amended as of January 12, 1995, April
7, 1995 and June 19, 1997 (the "Rights Agreement"), between Price Communications
Corporation (the "Corporation") and Xxxxxx Trust Company of New York, as Rights
Agent (the "Rights Agent").
WHEREAS, the Corporation and the Rights Agent have heretofore executed
and entered into the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Corporation may from time to time supplement or amend the Rights Agreement in
accordance with the provisions of Section 27 thereof; and
WHEREAS, the Board of Directors of the Corporation has determined that
it is in the best interests of the Corporation and its stockholders to amend the
Rights Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereby agree as follows:
1. AMENDMENT TO SECTION 1(a). The second sentence of Section 1(a) of
the Rights Agreement is amended to read in its entirety as follows:
"Notwithstanding the foregoing, (A) the term "Acquiring Person" shall
not include (i) the Corporation, (ii) any Subsidiary of the
Corporation, (iii) any employee benefit plan of the Corporation or of
any Subsidiary of the Corporation, (iv) any Person or entity
organized, appointed or established by the Corporation for or pursuant
to the terms of any such plan, (v) any Grandfathered Shareholder, or
(vi) Xxxxxx Xxxxx, his Affiliates, his Family Members and trusts
established for the benefit of his Family Members (collectively, the
"Price Shareholders") and (B) no Person (including, without
limitation, any Grandfathered Shareholder) shall become an "Acquiring
Person" (and no Grandfathered Shareholder or Price Shareholder shall
cease to be such):
(i) as a result of the acquisition of Common Shares by the
Corporation which, by reducing the number of Common Shares
outstanding, increases the proportional number of shares beneficially
owned by such Person together with all Affiliate and Associates of
such Person; provided that if (1) a Person (including, without
limitation, any Grandfathered Shareholder) would become an Acquiring
Person (but for the operation of this subclause (i)) as a result of
the acquisition of Common Shares by the Corporation, and (2) after
such share acquisition by the Corporation, such Person, or an
Affiliate or Associate of such Person, becomes the Beneficial Owner of
any additional Common Shares, then such Person shall be deemed an
Acquiring Person; or
(ii) if the Board of Directors of the Corporation determines in
good faith that a Person who would otherwise be an "Acquiring Person"
has become such inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so that such Person
would no longer be an "Acquiring Person", then such Person shall not
be deemed an "Acquiring Person" for any purposes of this Agreement."
2. Amendment to Section 1(d). Section 1(d) of the Rights Agreement is
amended to delete clause (ii) of the final unnumbered paragraph thereof and to
make conforming changes so that such Section reads in its entirety as follows:
"(d) A Person shall be deemed the "Beneficial Owner" of and shall be
deemed to "beneficially own" any securities:
(i) which such Person or any of such Person's Affiliates or Associates
beneficially own, directly or indirectly;
(ii) which such Person or any of such Person's Affiliates or
Associates has (A) the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant to
any agreement, arrangement or understanding (other than customary
agreements with and between underwriters and selling group members
with respect to a bona fide public offering of securities), or upon
the exercise of conversion rights, exchange rights, rights (other than
these Rights), warrants or options, or otherwise; provided, however,
that a Person shall not be deemed the Beneficial Owner of, or to
beneficially own, securities tendered pursuant to a tender or exchange
offer made by or on behalf of such Person or any of such Person's
Affiliates or Associates until such tendered securities are accepted
for purchase or exchange; or (B) the right to vote pursuant to any
agreement, arrangement or understanding; provided, however, that a
Person shall not be deemed the Beneficial Owner of, or to beneficially
own, any security if the agreement, arrangement or understanding to
vote such security (1) arises solely from a revocable proxy or consent
given to such Person in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the applicable
rules and regulations promulgated under the Exchange Act and (2) is
not also then reportable on Schedule 13D under the Exchange Act (or
any comparable or successor report); or
(iii) which are beneficially owned, directly or indirectly, by any
other Person (or any Affiliate or Associate thereof) with which such
Person (or any of such Person's Affiliates or Associates) has any
agreement, arrangement or understanding (other than an agreement to
Transfer to a proposed Permitted Transferee those Common Shares
subject to such proposed Permitted Transfer and customary agreements
with and between underwriters and selling group members with respect
to a bona fide public offering of securities) for the purpose of
acquiring, holding, voting (except to the extent contemplated by the
proviso to Section 1(d)(ii)(B)) or disposing of any securities of the
Corporation.
Notwithstanding anything in this definition of Beneficial Ownership to
the contrary, the phrase "then outstanding," when used with reference
to a Person's Beneficial Ownership of securities of the Corporation,
shall mean the number of such securities then issued and outstanding
together with the number of such securities not then actually issued
and outstanding which such Person would be deemed to own beneficially
hereunder."
3. Amendment of Section 1(h). Section 1(h) of the Rights Agreement is
hereby Amendment to read in its entirety as follows:
"(h) [Intentionally deleted.]"
All references in the Rights Agreement to "Disinterested Directors"
are hereby deleted, mutatis mutandis.
4. Additional Definitions. Section 1 of the Rights Agreement is hereby
amended by adding new Section 1(w) to read in its entirety as follows:
"(w) Additional Definitions.
(i) "Family Member" shall mean, as to any individual, any other
individual having a relationship by blood (to the third degree of
consanguinity), marriage or adoption to such individual."
5. Amendment to Section 23(b). Section 23(b) of the Rights Agreement
is amended to read in its entirety as follows:
"(b) The Board of Directors of the Corporation may redeem Rights
pursuant to Section 23(a) hereof if a majority of all of the directors
of the Corporation authorizes such redemption."
6. Amendment to Section 24(a). The second sentence of Section 24(a) of
the Rights Agreement is amended to read as follows:
"Notwithstanding the foregoing, the Board of Directors of the
Corporation shall not be empowered to effect such exchange at any time
after any Person (other than the Corporation, any Subsidiary of the
Corporation, any employee benefit plan of the Corporation or any such
Subsidiary, any entity holding Common Shares for or pursuant to the
terms of any such plan, any trustee, administrator or fiduciary of
such a plan or any Price Shareholder together with all Affiliates and
Associates of such Person), becomes the Beneficial Owner of 50% or
more of the Common Shares then outstanding."
7. Amendment to Section 24(d). Section 24(d) of the Rights Agreement
is amended to read in its entirety as follows:
"(d) The Board of Directors may exchange Rights pursuant to Section
24(a) hereof if a majority of all of the directors of the Corporation
authorizes such exchange."
8. Amendment to Section 27(b). Section 27(b) of the Rights Agreement
is amended to read in its entirety as follows:
"(b) The Corporation shall not supplement or amend any provision of
this Agreement unless a majority of all of the directors of the
Corporation authorizes such supplement or amendment."
9. No Other Amendments. Except as aforesaid, the Rights Agreement
shall remain in full force and effect and unchanged.
IN WITNESS WHEREOF, the undersigned have duly executed the foregoing
instrument on the date set forth above.
PRICE COMMUNICATIONS CORPORATION
By: /s/ Xxx X. Xxxxxxxx
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Xxx X. Xxxxxxxx
Executive Vice President
XXXXXX TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxx
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Authorized Signature
