EXHIBIT 4.02
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
This Amendment No. 1 to the Rights Agreement, dated
October 29, 1997, is executed as of June 21, 1999, by and between ChoicePoint
Inc., a Georgia corporation (the "Company"), and SunTrust Bank, Atlanta, a
Georgia banking corporation (the "Rights Agent").
WHEREAS, on October 29, 1997, the Company and the Rights Agent entered
into a Rights Agreement (the "Rights Agreement") to provide certain Rights to
the holders of Common Shares; and
WHEREAS, the parties hereto desire to amend the Rights Agreement to
clarify their agreement with respect thereto;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and based upon the mutual covenants
contained herein, the parties hereto agree as follows:
1. Subparagraph (a) of Section 1 is hereby deleted in its entirety, and
the following new subparagraph (a) is hereby inserted in lieu thereof:
(a) "Acquiring Person" shall mean any Person (other than the Company or
any Subsidiary of the Company or any employee benefit or stock ownership plan of
the Company or of any Subsidiary of the Company or any entity holding Common
Shares for or pursuant to the terms of any such plan) who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 15% or more of the Common Shares then outstanding, but shall not include (1)
any Person or any "group" whose beneficial ownership of capital stock of the
Company is reported on Amendment No. 1 to Schedule 13G filed with respect to the
Company with the Securities and Exchange Commission on March 4, 1999, as long as
such Person or "group" is not a Beneficial Owner of more than 17.3% of the
Common Shares, and, provided, further, that any reduction in such Person's or
"group's" Beneficial Ownership of the Common Shares shall correspondingly
decrease the Beneficial Ownership percentage permitted such Person or "group" in
this Section (a)(1), provided that such percentage permitted such Person or
"group" in this Section (a)(1) shall not be reduced below 15%; or (2) any Person
who has become a Beneficial Owner (A)
solely as a result of a reduction in the number of Common Shares outstanding
unless and until such time as (i) such Person or any Affiliate or Associate of
such Person shall thereafter become the Beneficial Owner of any additional
Common Shares, other than as a result of a stock dividend, stock split or
similar transaction effected by the Company in which all holders of Common
Shares are treated equally, or (ii) any other Person who is the Beneficial Owner
of any Common Shares shall thereafter become an Affiliate or Associate of such
Person; or (B) it acquired such Beneficial Ownership in the good faith belief
that such acquisition would not (i) cause such Beneficial Ownership to equal or
exceed 15% of the Common Shares then outstanding and such Person relied in good
faith on computing the percentage of its Beneficial Ownership on publicly filed
reports or documents of the Company that are inaccurate or out-of-date or (ii)
otherwise cause a Distribution Date or the adjustment provided for in Section
11(a) to occur. Notwithstanding clause (2)(B) of the preceding sentence, if any
Person that is not an Acquiring Person due to such clause (2)(B) does not reduce
its percentage of Beneficial Ownership of Common Shares to less than 15% by the
close of Business on the fifth Business Day after notice from the Company (the
date of notice being the first day) that such Person's Beneficial Ownership of
Common Shares so equals or exceeds 15% such Person shall, at the end of such
five Business Day period, become an Acquiring Person (and such clause (2)(B)
shall no longer apply to such Person). For the purposes of this definition, the
determination whether any Person acted in "good faith" shall be conclusively
determined by the Board of Directors of the Company.
[SIGNATURES ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
the Rights Agreement effective as of the day and year first above written.
[SEAL]
CHOICEPOINT INC.
Attest:
By: /s/ J. Xxxxxxx xx Xxxxx By: /s/ Xxxxx X. Xxxxx
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Secretary Chairman and Chief Executive Officer
[SEAL]
SUNTRUST BANK, ATLANTA
Attest:
By: /s/ Xxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------------- ------------------------------------------------
Name: Xxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President Title: Vice President
