1
EXHIBIT 4
FIRST AMENDMENT TO RIGHTS AGREEMENT
-----------------------------------
This First Amendment, dated as of July 1, 1997, (the
"Amendment") is by and among Ralcorp Holdings, Inc. (the
"Company"), a corporation organized under the laws of the State of
Missouri, Boatmen's Trust Company, a corporation organized under
the laws of the State of Missouri ("Boatmen's Trust"), and First
Chicago Trust Company of New York, a corporation organized under
the laws of the State of New York ("First Chicago") and amends the
Rights Agreement dated as of December 27, 1996, (the "Rights
Agreement") between the Company and Boatmen's Trust.
WHEREAS, the Company and Boatmen's Trust are currently parties
to the Rights Agreement, pursuant to which Boatmen's Trust serves
as Rights Agent;
WHEREAS, the Company intends to appoint First Chicago to
succeed Boatmen's Trust as Rights Agent, and Boatmen's Trust
intends to resign as Rights Agent; and
WHEREAS, First Chicago wishes to accept the appointment as
successor Rights Agent and the parties hereto wish to make certain
changes to the Rights Agreement to facilitate this succession.
NOW, THEREFORE, the Company, Boatmen's Trust and First Chicago
agree as follows:
1. REMOVAL OF BOATMEN'S TRUST AS RIGHTS AGENT. Pursuant to
------------------------------------------
Section 21 of the Rights Agreement, the Company does hereby remove
and Boatmen's Trust hereby acknowledges that it has been notified
of its removal as Rights Agent under the Rights Agreement, such
removal to be effective as of 12:01 a.m., eastern daylight time,
August 1, 1997.
2. APPOINTMENT OF FIRST CHICAGO AS SUCCESSOR RIGHTS AGENT.
------------------------------------------------------
The Company hereby appoints First Chicago as successor Rights Agent
under the Rights Agreement, effective as of 12:01 a.m., eastern
daylight time, August 1, 1997, and First Chicago hereby accepts
such appointment, subject to all the terms and conditions of the
Rights Agreement as amended hereby.
3. AMENDMENTS TO RIGHTS AGREEMENT. The parties hereto agree
------------------------------
that the Rights Agreement shall be amended as provided below,
effective as of the date of this Agreement except as may otherwise
be provided below:
(a) From and after the time that the appointment of
First Chicago as successor Rights Agent is effective all references
in the Rights Agreement (including all exhibits thereto) to
Boatmen's Trust as Rights Agent shall be deemed to refer to First
Chicago as successor Rights Agent. From and after the effective
date of this Amendment, all references in the Rights Agreement to
the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended by this Amendment.
2
- 2 -
(b) Section 3(c) of the Rights Agreement shall be
amended as of the effective time of the appointment of First
Chicago as successor Rights Agent by adding a sentence,
substantially in the form of the following sentence, immediately
after the last sentence of the legend set forth therein:
Effective as of 12:01 a.m., eastern daylight
time, August 1, 1997, First Chicago Trust
Company of New York succeeded Boatmen's Trust
as Rights Agent.
The following legend, or a legend substantially similar
thereto, may, in the alternative be affixed.
This certificate also evidences and entitles
the holder hereof to certain Rights as set
forth in a Rights Agreement between Ralcorp
Holdings, Inc. (the "Company") and First
Chicago Trust Company of New York (the "Rights
Agreement"), as it may from time to time be
supplemented or amended, the terms of which
are incorporated herein by reference and a
copy of which is on file at the principal
executive offices of the Company. Under
certain circumstances, as set forth in the
Rights Agreement, such Rights may expire or
may be redeemed, exchanged or be evidenced by
separate certificates and no longer be
evidenced by this certificate. The Company
will mail to the holder of this certificate a
copy of the Rights Agreement without charge
promptly after receipt of a written request
therefor. Under certain circumstances, Rights
issued to or held by Acquiring Persons or
their Affiliates or Associates (as defined in
the Rights Agreement) and any subsequent
holder of such Rights may become null and
void.
(c) Section 26 of the Rights Agreement shall be amended as of
the effective time of the appointment of First Chicago as successor
Rights Agent by deleting the name and address of Boatmen's Trust
and substituting the following therefor:
First Chicago Trust Company of New York
0 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxx
(d) The name of the Company shall be changed from New Ralcorp
Holdings, Inc. to Ralcorp Holdings, Inc., wherever it appears.
3
- 3 -
4. MISCELLANEOUS
-------------
(a) Except as otherwise expressly provided, or unless
the context otherwise requires, all terms herein have the meanings
assigned to them in the Rights Agreement.
(b) Each party hereto waives any requirement under the
Rights Agreement that any additional notice be provided to it
pertaining to the matters covered by this Amendment.
(c) This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which counterparts shall together constitute but one and the same
document.
IN WITNESS WHEREOF, the parties have caused this Amendment to
be duly executed and their respective corporate seals, if any, to
be hereunto affixed and attested, all as of the day and year first
written above.
ATTEST: RALCORP HOLDINGS, INC.
By:------------------------- By:--------------------------
X. X. Xxxxxx X. X. Xxxxxxxx
Assistant Secretary Vice President, General Counsel
and Secretary
ATTEST: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By:------------------------- By:--------------------------
ATTEST: BOATMEN'S TRUST COMPANY
By:------------------------- By:--------------------------
