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EXHIBIT 1.1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "AMENDMENT") is made as
of January 15, 1997, by and between WESTERN DIGITAL CORPORATION, a Delaware
corporation (the "COMPANY"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New
York corporation (successor-in-interest to First Interstate Bank, Ltd.) (the
"RIGHTS AGENT"), for the purpose of amending that certain Rights Agreement
dated as of December 1, 1988, by and between the Company and the Rights Agent,
as amended by that certain Amendment No. 1 to Rights Agreement dated as of
August 10, 1990, by and between the Company and the Rights Agent (collectively,
the "RIGHTS AGREEMENT"). Capitalized terms not otherwise defined in this
Amendment shall have the meanings ascribed to them in the Rights Agreement.
R E C I T A L S
A. Pursuant to Section 26 of the Rights Agreement, the Company
may, prior to the Distribution Date and in its sole and absolute discretion,
amend any portion of the Rights Agreement without the approval of any holders
of certificates representing shares of Common Stock.
B. The Rights Agent is required under Section 26 of the Rights
Agreement to execute any such amendment upon delivery of a certificate from an
appropriate officer of the Company stating that the proposed amendment is in
compliance with Section 26 of the Rights Agreement.
C. Pursuant to resolutions duly adopted on January 9, 1997, the
Board of Directors of the Company has determined that this Amendment is in the
best interests of the Company and its stockholders and has directed the
officers of the Company to execute this Amendment and deliver it to the Rights
Agent.
NOW, THEREFORE, in consideration of the foregoing, the Company and the
Rights Agent hereby amend the Rights Agreement as follows, this Amendment to be
effective upon execution by the Rights Agent.
A M E N D M E N T
1. Section 7(b) shall be amended only to replace the figure
$50.00 as set forth therein with the figure $300.00. Accordingly, Section 7(b)
shall read in its entirety as follows:
(b) The Purchase Price for each one one-hundredth of a
share of Preferred Stock pursuant to the exercise of a Right shall
initially be $300.00, and shall be subject to adjustment from time to
time as provided in Sections 11 and 13(a) hereof and shall be payable
in accordance with paragraph (c) below.
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IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be duly executed as of the date first written above.
WESTERN DIGITAL CORPORATION
By: /s/ XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. Xxxxxxxxx
Vice President-Law and Administration
and Corporate Secretary
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Rights Agent
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
Vice President
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