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Exhibit 7
FIFTH AMENDMENT
FIFTH AMENDMENT (this "Amendment"), dated as of February 25,
1998, to the Rights Agreement, dated as of March 2, 1988, as amended by the
First Amendment (the "First Amendment"), dated as of June 30, 1989, the Second
Amendment (the "Second Amendment"), dated as of June 8, 1991, the Third
Amendment (the "Third Amendment"), dated as of July 19, 1991 and the Fourth
Amendment (the "Fourth Amendment") dated as of August 26, 1991 (as so amended,
the "Rights Agreement"), between Arrow Electronics, Inc., a New York corporation
(the "Company") and The Chase Manhattan Bank, a New York corporation, as Rights
Agent (the "Rights Agent" which terms shall include any successor Rights Agent
under the Rights Agreement).
WITNESSETH:
WHEREAS, the Company and the Rights Agent have heretofore entered
into the Rights Agreement, the First Amendment, the Second Amendment, the Third
Amendment and the Fourth Amendment; and
WHEREAS, pursuant to Section 5.5 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or amend the
Rights Agreement in accordance with the provisions of such Section 5.5; and
WHEREAS, all actions necessary to make this Amendment a valid
agreement, enforceable in accordance with its terms, have been taken, and the
execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.
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NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the Company and the Rights Agent agree as follows:
1. Article I, Subsection 1. 1(h) is amended to read in its entirety as
follows:
(h) "Expiration Date" shall mean the earlier of (i) March 1, 2008 and
(ii) the Redemption Date.
2. Except as herein above expressly provided, all provisions of the
Rights Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date above first written.
ARROW ELECTRONICS, INC.
By:___________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
THE CHASE MANHATTAN BANK
By:___________________________
Name: Xxxx X. Xxxxxx
Title: Vice President,
The Chase Manhattan Bank
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Exhibit 1 to Fifth Amendment
ARROW ELECTRONICS, INC.
PREFERRED SHARE PURCHASE RIGHTS PLAN
The following summary is not
complete and is qualified in its
entirety by the Rights Agreement,
a copy of which can be obtained
from the Rights Agent,
The Chase Manhattan Bank, or from the Company
Summary of Terms
Dividend: The Board of Directors of the Company has
declared a dividend of one preferred stock
purchase Right for each outstanding share of
Common Stock, payable on March 14, 1988 to
shareholders of record on March 14, 1988. The
rights will not be exercisable or separable
from the Common Stock prior to the initial
exercise date (discussed below) and until such
time certificates for shares of Common Stock
will also represent a similar number of Rights.
Initial Exercise Date Rights initially become exercisable on the
of the Rights: tenth day after the earlier of: (a) the date of
public announcement that any person (a broadly
defined term) has acquired beneficial ownership
(a broadly defined term) of 20% (the
"Percentage") or more of the Company's Common
Stock (any such person being called an
"Acquiring Person," a definition which does not
include (x) the Company, (y) any wholly-owned
subsidiary of the Company, and (z) Lex Service
plc and certain of its subsidiaries
(collectively, the "Grandfathered Stockholder")
with respect to the shares of Common Stock
acquired or to be acquired by the Grandfathered
Stockholder pursuant to a certain purchase and
sale agreement or a certain stockholders'
agreement (each as more fully described in the
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Amendment to the Rights Agreement dated as of
August 26, 1991), until the Grandfathered
Stockholder reduces its beneficial ownership of
such Common Stock of the Company to an amount
which is less than the Percentage of the
outstanding shares of Common Stock of the
Company; and (b) the date a person commences or
makes a public announcement of an intent to
commence a tender or exchange offer which would
result in the beneficial ownership of 30% or
more of the Company's Common Stock (even if no
purchases actually occur). Upon the occurrence
of the initial exercise date, the Company will
mail certificates evidencing the Rights,
together with an information statement
containing instructions regarding exercise of
the Rights and other appropriate information,
to the Company's shareholders.
Preferred Stock Each Right entitles the holder after the
Purchasable: initial exercise date to purchase, for $50,
1/100th of a share of a new issue of preferred
stock of the Company. The preferred stock will
have a liquidation value of the $5000 per share
and will bear dividends equal to the dividends
on 100 share of Common Stock.
"Flip-in" Trigger: If any person becomes an Acquiring Person,
then:
(i) Rights owned by the person acquiring
such stock or transferees thereof will
automatically be void; and
(ii) each other Right will automatically
become a right to buy, for the Exercise
Price, that number of shares of Common
Stock having a market value of twice the
Exercise Price.
"Flip-over" Trigger: In the event, directly or indirectly:
(a) the Company effects a consolidation or
merger with any other person (other
than a wholly owned subsidiary of the
Company) in which all or part of the
Company's Common Stock is changed in
any way or converted into or exchanged
for stock, other securities or other
property;
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(b) the Company or a subsidiary sells or
otherwise transfers, in one or more
transactions, assets (i) aggregating
more than 50% of the assets (measured
by book value or fair market value) or
(ii) generating more than 50% of the
operating income or cash flow, of the
Company and its subsidiaries (taken as
a whole) to any other person (other
than the Company or any of its
wholly-owned subsidiaries) or to two
or more such person which are
affiliated;
(c) a person beneficially owning 20% or more
of the Company's Common Stock, or any
affiliate or associate of such a person
(other than the Company or any of its
wholly-owned subsidiaries), consolidates
with or merges with the Company;
(d) the Company or a subsidiary enters
into any transaction, or series of
transactions occurring within 12
calendar months, with a person, or an
affiliate or associate of a person
(other than the Company or any of its
wholly-owned subsidiaries),
beneficially owning 20% or more of the
Company's Common Stock, involving (i)
the acquisition by such person or
affiliate or associate of capital
stock of the Company or a subsidiary
(other than as part of a pro rata
distribution to stockholders), (ii)
the acquisition or disposition of
assets worth more than $15,000,000
other than in the ordinary course of
business or the acquisition or
disposition of assets on terms less
favorable than obtainable through
arm's-length negotiations or (iii)
certain other specified matters;
(e) at any time when there is a person
beneficially owning 50% or more of the
Company's Common Stock, the Company fails
to pay or reduces a dividend (except in
certain specified cases); or
(f) certain other specified events occur;
then each Rights holder will have the
right to purchase, for the $50 Exercise
Price, a number of shares of common stock
of the person engaging in the
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transaction or the person beneficially
owning 20% or more or 50% or more of the
Company's Common Stock, as the case may
be, having a then current market value of
twice the Exercise Price.
Transferability of the Until the initial exercise date, Rights are
Rights: transferable only with the transfer of Common
Stock. After the initial exercise date, Rights
will be separately transferable, but only on
the registry books of the Rights Agent.
Redemption of the Rights are redeemable at the Company's option
Rights: for $0.01 per Right, payable either in cash or
Common Stock of the Company at the Company's
option. Except as set forth below, the Rights
will not be redeemable at any time following
the tenth day after the public announcement
that any person has become an Acquiring Person.
Although the Company's right of redemption
terminates 10 days after a person becomes an
Acquiring Person, the right of redemption is
revived if that person sells enough shares to
reduce its ownership below 10% and no other 20%
shareholder exists. In addition, the Rights may
be redeemed at any time in connection with a
merger or sale of all or substantially all of
the assets of the Company that involves a
Person other than an Acquiring Person and has
been approved by holders of a majority of the
outstanding Common Stock not owned by an
Acquiring Person.
Expiration of the The Rights will expire on March 1, 2008.
Rights:
Amendment of Terms of The terms of the Rights may be amended without
Rights: consent of the holders, provided the amendment
does not adversely affect the interests of
those holders.
Voting Rights: Rights will not have any voting rights.
Antidilution Rights have the benefit of certain customary
Provisions: antidilution provisions.
Taxes: The present distribution of the Rights
should not be taxable for federal income tax
purposes to either the Company or shareholders.
Shareholders may, depending upon their
individual circumstances,
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recognize taxable income when the Rights become
exercisable. Shareholders should consult with
their own tax advisors regarding the
consequences of holding and exercising Rights.
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Exhibit 2 to Fifth Amendment
EXHIBIT C
[Form of Rights Certificate]
Certificate No. W- Rights
THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT THE
OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR
AFFILIATES OR ASSOCIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE
VOID.
Rights Certificate
ARROW ELECTRONICS, INC.
This certifies that , or registered assigns, is
the registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and
conditions of the Rights Agreement, dated as of March 2, 1988 and amended as of
June 30, 1989, as of June 8, 1991, as of July 19, 1991, as of August 26, 1991
and as of February 25, 1998 (as such may be amended from time to time, the
"Rights Agreement"), between Arrow Electronics, Inc., a New York corporation
(the "Company"), and The Chase Manhattan Bank, a New York corporation, as Rights
Agent (the "Rights Agent", which term shall include any successor Rights Agent
under the Rights Agreement), to purchase from the Company at any time after the
Separation Date (as such term is defined in the Rights Agreement) and prior to
the Expiration Date (as such term is defined in the Rights Agreement), at the
office of the Rights Agent designated for such purpose, the number of fully paid
nonassessable shares of Participating Preferred Stock, par value $1.00 per share
(the "Participating Preferred Stock"), of the Company equal to one one-hundredth
of the number of Rights set forth above (subject to adjustment as provided in
the Rights Agreement), at the Exercise Price referred to below, upon
presentation and surrender of this Rights Certificate with
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the Form of Election to Exercise duly executed. The Exercise Price shall
initially be $50 per Right and shall be subject to adjustment in certain events
as provided in the Rights Agreement.
In certain circumstances described in the Rights Agreement, the
Rights evidenced hereby may entitle the registered holder thereof to purchase
securities of an entity other than the Company or securities or assets of the
Company other than Participating Preferred Stock, all as provided in the Rights
Agreement.
This Rights Certificate is subject to all of the terms, provisions
and conditions of the Rights Agreement, which terms, provisions and conditions
are hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Rights Certificates. Copies of
the Rights Agreement are on file at the principal office of the Company and are
available upon written request from either the Company or the Rights Agent.
This Rights Certificate, with or without other Rights Certificates,
upon surrender at the office of the Rights Agent designated for such purpose,
may be exchanged for another Rights Certificate or Rights Certificates of like
tenor and date evidencing an aggregate number of Rights equal to the aggregate
number of Rights evidenced by the Rights Certificate or Rights Certificates
surrendered. If this Rights Certificate shall be exercised in part, the
registered holder shall be entitled to receive, upon surrender hereof, another
Rights Certificate or Rights Certificates for the number of whole Rights not
exercised.
Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company under certain
circumstances at its option at a redemption price of $.0l per Right, payable in
cash or in Common Stock of the Company at the Company's option, subject to
adjustment in certain events as provided in the Rights Agreement.
If the Company elects not to issue fractional shares of
Participating Preferred Stock, it shall, in lieu thereof, issue depository
receipts, as provided in the Rights Agreement.
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No holder of this Rights Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of
Participating Preferred Stock or of any other securities which may at any time
be issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting shareholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Rights evidenced by this Rights Certificate
shall have been exercised as provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
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WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal Dated as of [ ].
ATTEST: ARROW ELECTRONICS, INC.
_________________________ By_______________________
Secretary
Countersigned:
THE CHASE MANHATTAN BANK
By ______________________
Authorized Signature
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[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to
transfer the Rights Certificates.)
FOR VALUE RECEIVED hereby sells, assigns and transfers
unto ___________________________________________________________________________
(Please print name
________________________________________________________________________________
and address of transferee)
this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint Attorney,
to transfer the within Rights Certificate on the books of the within-named
Company, with full power of substitution.
Dated: 19
Signature Guaranteed:
________________________________________
Signature
(Signature must correspond to name as
written upon the face of this Rights
Certificate in every particular, without
alteration or enlargement or any change
whatsoever)
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.
________________________________________________________________________________
(To be completed if true)
The undersigned hereby represents, for the benefit of all holders of Rights and
shares of Common Stock, that the Rights evidenced by this Rights Certificate are
not, and, to the knowledge of the undersigned, have never been, Beneficially
Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in
the Rights Agreement).
________________________________
Signature
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________________________________________________________________________________
NOTICE
In the event the certification set forth above is not completed in
connection with a purported assignment, the Company will deem the Beneficial
Owner of the Rights evidenced by the enclosed Rights Certificate to be an
Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights
Agreement) or a transferee of any of the foregoing and accordingly will deem the
Rights evidenced by such Rights Certificate to be void and not transferable or
exercisable.
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[To be attached to each Rights Certificate]
FORM OF ELECTION TO EXERCISE
(To be executed if holder desires to
exercise the Rights Certificate.)
TO: ARROW ELECTRONICS, INC.
The undersigned hereby irrevocably elects to exercise
whole Rights represented by the attached Rights
Certificate to purchase the shares of Preferred Stock issuable upon the exercise
of such Rights and requests that certificates for such shares be issued in the
name of:
Address:
Social Security or Other Taxpayer
Identification Number:
If such number of Rights shall not be all the Rights evidenced by this Rights
Certificate, a new Rights Certificate for the balance of such Rights shall be
registered in the name of and delivered to:
Address:
Social Security or Other Taxpayer
Identification Number:
Dated: 19
Signature Guaranteed:
Signature
(Signature must correspond to name as
written upon the face of this Rights
Certificate in every particular, without
alteration or enlargement or any change
whatsoever)
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Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.
________________________________________________________________________________
(To be completed if true)
The undersigned hereby represents, for the benefit of all holders of
Rights and shares of Common Stock, that the Rights evidenced by the enclosed
Rights Certificate are not, and, to the knowledge of the undersigned, have never
been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement).
______________________________________
Signature
________________________________________________________________________________
NOTICE
In the event the certification set forth above is not completed in
connection with a purported exercise, the Company will deem the Beneficial Owner
of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring
Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)
or a transferee of any of the foregoing and accordingly will deem the Rights
evidenced by such Rights Certificate to be void and not transferable or
exercisable.
