EXHIBIT 4.2
AMENDMENT NO.1 TO
THE RIGHTS AGREEMENT
Amendment No.1, dated as of January 12, 1999 (the "Amendment"),
between Imation Corp., a Delaware corporation (the "Company") and Norwest Bank
Minnesota, N.A., a national banking association (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement, dated as of June 18, 1996 (the "Rights Agreement"); and
WHEREAS, in accordance with Section 26 of the Rights Agreement, the
Company desires to amend the Rights Agreement and to set forth the terms of the
amendment in this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereby agree as follows:
Section 1. Amendment of Definition of "Acquiring Person". Paragraph
(a) of Section 1 of the Rights Agreement is amended by deleting the paragraph in
its entirety and replacing it with the following:
(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 fifteen percent (15%) or more of the shares of
Common Stock then outstanding, but shall not include (i) the
Company, (ii) any Subsidiary of the Company, (iii) any 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, or (iv) any
Person who becomes the Beneficial Owner of fifteen percent (15%) or
more of the shares of Common Stock then outstanding as a result of a
reduction in the number of shares of Common Stock outstanding due to
the repurchase of shares of Common Stock by the Company unless and
until such Person, after becoming aware that such Person has become
the Beneficial Owner of fifteen percent (15%) or more of the then
outstanding shares of Common Stock, acquires beneficial Ownership of
any additional shares of Common Stock.
Section 2. Rights Agreement as Amended. The term "Agreement" as used
in the Rights Agreement shall be deemed to refer to the Rights Agreement as
amended hereby. The foregoing amendments shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
Section 3. Execution in Counterparts. 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 the year first written above.
Attest: IMATION CORP.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxxx
Title: V.P. Treasurer Title: Vice President, General
Counsel and Secretary
Attest: NORWEST BANK MINNESOTA, N.A.
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President
