EXHIBIT 99.1
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HALLWOOD REALTY PARTNERS, L.P.
AND
EQUISERVE TRUST COMPANY, N.A.
AS RIGHTS AGENT
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AMENDMENT XX. 0 XX XXX
XXXX XXXXXXXX RIGHTS AGREEMENT
DATED AS OF NOVEMBER 30, 1990
DATED: MARCH 28, 2003
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AMENDMENT NO. 2 TO UNIT PURCHASE RIGHTS AGREEMENT
Amendment No. 2 made as of March 28, 2003 (the "Amendment") to the Unit
Purchase Rights Agreement, dated as of November 30, 1990, by and between
HALLWOOD REALTY PARTNERS, L.P., a Delaware limited partnership (the
"Partnership"), and EQUISERVE TRUST COMPANY, N.A., a national banking
association (formerly known as Bank Boston, N.A. and The First National Bank of
Boston, the "Rights Agent"), as amended by that certain Amendment No. 1 to the
Rights Plan, dated February 14, 2000, between the Partnership and the Rights
Agent (as so amended, the "Rights Plan").
WHEREAS, the Partnership and the Rights Agent desire to amend certain
terms of the Rights Plan as set forth herein, pursuant to Section 26 of the
Rights Plan.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Amendment. The Rights Plan is hereby amended as follows:
(a) Section 1(a) is hereby amended to add the following sentence
to the end of such Section 1(a):
"Notwithstanding anything herein to the contrary, if the General
Partner of the Partnership determines in good faith that a Person who,
together with all Affiliates and Associates of such Person, would
otherwise be an "Acquiring Person," as defined pursuant to this Section
1(a), has become such inadvertently, and such Person and/or its
Affiliates and Associations divest as promptly as practicable a
sufficient number of Voting Units of the Partnership so that such
Person, together with all Affiliates and Associations of such Person,
would no longer be an "Acquiring Person," as defined pursuant to this
Section 1(a), then such Person shall not be deemed to be an "Acquiring
Person" for any purposes of this Agreement."
(b) Section 2 is hereby amended by deleting the last sentence and
replacing it with the following:
"The Partnership may from time to time appoint such Co-Rights Agents as
it may deem necessary or desirable, upon ten (10) days' prior written
notice to the Rights Agent. The Rights Agent shall have no duty to
supervise, and in no event be liable for, the acts or omissions of any
such Co-Rights Agent."
(c) Section 3(b) is hereby amended in its entirety to read as
follows:
"Until the earlier of (i) the close of business on the tenth day after
the Unit Acquisition Date or (ii) the close of business on the tenth
day (or such later date as may be determined by action of the General
Partner prior to such time as any Person becomes an Acquiring Person)
after the date of the commencement by any Person (other than an Exempt
Person) of, or the first public announcement of the
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intent of any Person (other than an Exempt Person) to commence, a
tender or exchange offer upon the successful consummation of which such
Person, together with its Affiliates and Associates, would be the
Beneficial Owner of 30% or more of the then outstanding Voting Units of
the Partnership (irrespective of whether any units are actually
purchased pursuant to any such offer) (including any such date which is
after the date of this Agreement and prior to the issuance of the
Rights; the earlier of such dates being herein referred to as the
"Distribution Date"), (x) the Rights shall be evidenced (subject to the
provisions of Section 3(a)) by the certificates for Units registered in
the name of the holders of the Units (which certificates for Units
shall also constitute certificates for Rights) and not by separate
Right certificates and the record holders of such certificates for
Units shall be the record holders of the Rights represented thereby and
(y) each Right shall be transferable only simultaneously and together
with the transfer of a Unit (subject to adjustment as hereinafter
provided). Until the Distribution Date (or, if earlier, the Expiration
Date or Final Expiration Date), the surrender for transfer of any
certificate for Units shall constitute the surrender for transfer of
the Right or Rights associated with the Units evidenced thereby,
whether or not a copy of the Summary of Rights is transferred
simultaneously with such share certificate."
(d) Section 3(c) is hereby amended in its entirety to read as
follows:
"Certificates for Units issued after the Record Date but prior to the
earliest of the Distribution Date, the Expiration Date, or the Final
Expiration Date shall have impressed, printed, written or stamped
thereon or otherwise affixed thereto the following legend:
This certificate also evidences and entitles the holder hereof
to the same number of Rights as the number of Units
represented by this certificate, such Rights being on the
terms provided under the Rights Agreement between Hallwood
Realty Partners, L.P. and EquiServe Trust Company (formerly
known as Bank Boston, N.A. and The First National Bank of
Boston), as rights agent (the "Rights Agent"), dated as of
November 30, 1990, as amended (the "Rights Agreement"), the
terms of which are incorporated herein by reference and a copy
of which is on file at the principal executive offices of
Hallwood Realty Partners, L.P. Under certain circumstances, as
set forth in the Rights Agreement, such Rights shall be
evidenced by separate certificates and shall no longer be
evidenced by this certificate. Hallwood Realty Partners, L.P.
shall mail to the registered holder of this certificate a copy
of the Rights Agreement without charge within five days after
receipt of a written request therefor. Under certain
circumstances as provided in the Rights Agreement, Rights
issued to or Beneficially Owned by a Person who is, was, or
becomes, an Acquiring Person (or by the Affiliates or
Associates of
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such Person) (as such terms are defined in the Rights
Agreement) and specified transferees of such Acquiring Person
(or its Affiliates or Associates) and any subsequent holder of
such Rights shall be null and void."
(e) Section 4(b) is hereby amended in its entirety to read as
follows:
"Notwithstanding any other provision of this Rights Agreement, any
Right Certificate that represents Rights beneficially owned by (i) an
Acquiring Person or an Affiliate or Associate of an Acquiring Person,
(ii) a transferee of an Acquiring Person (or of any such Affiliate or
Associate) who becomes a transferee after the Acquiring Person becomes
such, or (iii) a transferee of an Acquiring Person (or of any such
Affiliate or Associate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and who receives
such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person (or any such Affiliate or
Associate) to holders of equity interests in such Acquiring Person (or
any such Affiliate or Associate) or to any Person with whom the
Acquiring Person (or such Affiliate or Associate) has any continuing
written or oral agreement, arrangement, or understanding regarding the
transferred Rights, Voting Units of the Partnership, or the Partnership
or (B) a transfer that the General Partner of the Partnership has
determined in good faith to be part of a plan, agreement, arrangement,
or understanding that has as a primary purpose or effect the avoidance
of Section 7(e) hereof, shall have impressed on, printed on, written on
or otherwise affixed to it (to the extent feasible if the Partnership
or the Rights Agent has actual knowledge of any of the foregoing) the
following legend:
The Rights represented by this Right Certificate are or were
Beneficially Owned by a Person who was or became an Acquiring
Person or an Affiliate or Associate of an Acquiring Person (as
such capitalized terms are defined in the Rights Agreement).
Accordingly, this Right Certificate and the Rights represented
hereby may be or become void in the circumstances specified in
Section 7(e) of the Rights Agreement."
(f) Section 7(a) is hereby amended in its entirety to read as
follows:
"The Rights shall not be exercisable until, and shall become
exercisable on, the Distribution Date (unless otherwise provided
herein). The Rights may be exercised, in whole or in part, at any time
commencing with the Distribution Date upon surrender of the Right
Certificate, with the form of election to purchase and certificate on
the reverse side thereof duly executed (with signatures duly
guaranteed), to the Rights Agent at the office of the Rights Agent
designated for such purpose, together with payment of the Exercise
Price with respect to each Right exercised, subject to adjustment as
hereinafter provided, at or prior to the close of business on the
earlier of (i) March 31, 2008 (the "Final Expiration
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Date") or (ii) the date on which the Rights are redeemed as
provided in Section 23 hereof (such earlier date being herein referred
to as the "Expiration Date")."
(g) Section 7(b) is hereby amended to delete the first sentence
of such Section 7(b) and replace such sentence with the following:
"Upon adoption of this Agreement on November 30, 1990, the Exercise
Price was initially $50 for each Unit issued pursuant to exercise of a
Right. By reason of the 1-for-5 reverse split effected by the
Partnership in 1995, the Exercise Price at the time of adoption of
Amendment No. 2 to this Agreement is $250 for each Unit issued pursuant
to the exercise of a Right, subject to further adjustment as provided
herein."
(h) Section 7(e) is hereby amended in its entirety to read as
follows:
"Notwithstanding any provision of this Rights Agreement to the
contrary, from and after the time that any Person becomes an Acquiring
Person, any Rights that are Beneficially Owned by (i) an Acquiring
Person or an Affiliate or Associate of an Acquiring Person, (ii) a
transferee of an Acquiring Person (or of any such Affiliate or
Associate) who becomes a transferee after the Acquiring Person becomes
such, or (iii) a transferee of an Acquiring Person (or of any such
Affiliate or Associate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and who receives
such Rights pursuant to either (A) a transfer (whether or not for
consideration) from the Acquiring Person (or any such Affiliate or
Associate) to holders of equity interests in such Acquiring Person (or
any such Affiliate or Associate) or to any Person with whom the
Acquiring Person (or such Affiliate or Associate) has any continuing
written or oral agreement, arrangement, or understanding regarding the
transferred Rights, Voting Units of the Partnership, or the Partnership
or (B) a transfer that the General Partner of the Partnership has
determined in good faith to be part of a plan, agreement, arrangement,
or understanding that has as a primary purpose or effect the avoidance
of this Section 7(e), shall become null and void without any further
action and no holder of such Rights shall have any right with respect
to such Rights under any provision of this Rights Agreement from and
after such time. The Partnership shall use reasonable efforts to ensure
compliance with the provisions of this Section 7(e) and Section 4(b),
but neither the Partnership nor the Rights Agent shall have any
liability to any holder of Rights or any other Person as a result of
the Partnership's failure to make any determination under this Section
7(e) or such Section 4(b) with respect to an Acquiring Person or its
Affiliates, Associates, or transferees."
(i) Section 18 is hereby amended to delete the second sentence of
such Section 18 and replace it with the following:
"The Partnership also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense, incurred
without gross negligence, bad faith or willful misconduct on the part
of the Rights Agent, for
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anything done or omitted to be done by the Rights Agent in connection
with the acceptance and administration of this Rights Agreement,
including the cost and expenses of defending against any claim of
liability relating to the Rights or this Rights Agreement."
(j) Section 20(c) is hereby amended in its entirety to read as
follows:
"The Rights Agent shall be liable hereunder only for its own gross
negligence, bad faith or willful misconduct."
(k) Section 21 is hereby amended by inserting the following
sentence following the first sentence of such Section 21:
"In the event the transfer agency relationship in effect between the
Partnership and Rights Agent terminates, the Rights Agent will be
deemed to resign automatically on the effective date of such
termination; and any required notice will be sent by the Partnership."
(l) Section 23 is hereby amended in its entirety to read as
follows:
"(a) The General Partner of the Partnership may, at its
option, cause the Partnership to redeem all but not less than all the
then outstanding Rights, at any time prior to earlier of (i) such time
as any Person becomes an Acquiring Person or (ii) the close of business
on the Final Expiration Date, at a redemption price of $.01 per Right,
subject to adjustments as provided in subsection (c) below (the
"Redemption Price"). The redemption of the Rights authorized by the
General Partner of the Partnership pursuant to this paragraph (a) may
be made effective at such time, on such basis, and with such conditions
as the General Partner of the Partnership in its sole discretion may
establish.
(b) Immediately upon the action of the General Partner of the
Partnership ordering the redemption of the Rights and subject to any
conditions established by the General Partner, and without any further
action and without any notice, the right to exercise the Rights will
terminate and the only right thereafter of the holders of Rights shall
be to receive the Redemption Price. Within 10 days after the action of
the General Partner ordering the redemption of the Rights, the
Partnership shall give notice of such redemption to the holders of the
then outstanding Rights by mailing such notice to all such holders at
their last addresses as they appear upon the registry books of the
Rights Agent or, prior to the Distribution Date, on the registry books
of the transfer agent for the Units. Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not the holder
receives the notice. Each notice of redemption will state the method by
which the payment of the Redemption Price will be made.
(c) In the event the Partnership shall at any time after the
date of this Rights Agreement (A) pay any distribution on Units payable
in Units, (B) subdivide or split the outstanding Units into a greater
number of limited partner
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interests or (C) combine or consolidate the outstanding Units into a
smaller number of limited partner interests or effect a reverse split
of the outstanding Units, then and in each such event the Redemption
Price shall be adjusted so that the Redemption Price after such event
shall equal the Redemption Price immediately prior to such event
multiplied by a fraction the numerator of which is the number of Units
outstanding immediately prior to such event and the denominator of
which is the number of Units outstanding immediately after such event;
provided, however, that in each case such adjustment to the Redemption
Price shall be made only if the amount of the Redemption Price shall be
reduced or increased by no less than $.01 per Right."
(m) Sections 24 through 32 are hereby re-designated as
Sections 25 through 33, all references to those sections in the Rights Plan are
correspondingly amended, and a new Section 24 entitled "Exchange" shall be
inserted to read in its entirety as follows:
"(a) The General Partner of the Partnership may, at its
option, at any time after any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become null and void pursuant
to the provisions of Section 7(e) hereof) for Units at an exchange
ratio of one Unit per Right, subject to adjustments as provided in
subsection (c) below (such exchange ratio being hereinafter referred to
as the "Exchange Ratio"). Notwithstanding the foregoing, the General
Partner of the Partnership shall not be empowered to effect such
exchange at any time after any Acquiring Person, together with all
Affiliates and Associates of such Acquiring Person, becomes the
Beneficial Owner of Voting Units representing 50% or more of the Voting
Units of the Partnership then outstanding.
(b) Immediately upon the action of the General Partner of the
Partnership ordering the exchange of any Rights pursuant to paragraph
(a) of this Section 24 and without any further action and without any
notice, the right to exercise such Rights shall terminate and the only
right thereafter of a holder of such Rights shall be to receive that
number of Units equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio. Within 10 days after the action of
the General Partner ordering the exchange of the Rights, the
Partnership shall give notice of such exchange to the holders of the
then outstanding Rights by mailing such notice to all such holders at
their last addresses as they appear upon the registry books of the
Rights Agent. Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the notice.
Each notice of exchange will state the method by which the exchange of
Units for Rights will be effected and, in the event of any partial
exchange, the number of Rights that will be exchanged. Any partial
exchange shall be effected pro rata based on the number of Rights
(other than Rights that have become null and void pursuant to the
provisions of Section 7(e) hereof) held by each holder of Rights.
(c) The exchange ratio set forth in subsection (a) above shall
be appropriately adjusted to reflect any (A) distribution on Units
payable in Xxxxx,
0
(B) subdivision or split of the outstanding Units into a greater number
of limited partner interests, or (C) combination or consolidation of
the outstanding Units into a smaller number of limited partner
interests or reverse split of the outstanding Units, in each case
occurring after the date hereof.
(d) In the event that there shall not be sufficient Units
authorized but unissued to permit any exchange of Rights as
contemplated in accordance with this Section 24, the Partnership may,
at the election of the General Partner, take all such action as may be
necessary to authorize additional Units for issuance upon exchange of
the Rights. Notwithstanding anything in this Section 24 to the
contrary, the General Partner of the Partnership shall not authorize or
effect the exchange of Rights as contemplated in accordance with this
Section 24 unless and until there shall be sufficient Units authorized
but unissued to permit any such exchange."
(n) Re-designated Section 26, entitled "Notices," is hereby
amended to (i) indicate that the name of the General Partner is Hallwood Realty,
L.L.C. and (ii) delete the name, address and contact information for the Rights
Agent and to replace such deleted items with the following:
"EquiServe Trust Company, N.A.
000 Xxxxxx Xxxxxx
Mail Stop 45-02-62
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Shareholder Services Division"
(o) Re-designated Section 27, entitled "Supplements and
Amendments," is hereby amended in its entirety to read as follows:
"The Partnership (by action of the General Partner) and the Rights
Agent, if the Partnership so directs, may from time to time supplement
or amend this Rights Agreement without the approval of any holders of
Rights (i) in order to cure any ambiguity, (ii) to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) prior to the
Distribution Date, to shorten or lengthen any time period hereunder or
otherwise to amend or supplement in any respect any provision herein
which the Partnership may deem necessary or desirable, or (iv)
subsequent to the Distribution Date, to amend or supplement in any
respect any provision herein which the Partnership may deem necessary
or desirable and which shall not adversely affect the interest of the
holders of Rights (other than Rights that have become null and void
pursuant to Section 7(e) hereof). Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident with the
interests of the holders of Units."
(p) New Section 34 entitled "Force Majeure" shall be inserted
following re-designated Section 33, entitled "Severability," to read in its
entirety as follows:
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"Notwithstanding anything to the contrary contained herein, the Rights
Agent shall not be liable for any delays or failures in performance
resulting from acts beyond its reasonable control including, without
limitation, acts of God, terrorist acts, shortage of supply, breakdowns
or malfunctions, interruptions or malfunction of computer facilities,
or loss of data due to power failures or mechanical difficulties with
information storage or retrieval systems, labor difficulties, war, or
civil unrest."
(q) The Summary of Rights attached as Exhibit A to the Rights
Plan is hereby amended and restated to read in its entirety as set forth in
Exhibit A hereto.
2. The Rights Agreement, as amended hereby, shall remain in full force
and effect.
3. This Amendment shall be deemed a contract made under the laws of the
State of Delaware and for all purposes shall be governed and construed and
enforced in accordance with the laws of such state applicable to contracts made
and performed entirely within such state.
4. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment and of the Rights Plan shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
5. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same agreement.
[SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be duly executed, all as of the day and year first written above. .
ATTEST: HALLWOOD REALTY PARTNERS, L.P.
By: Hallwood Realty, L.L.C.
General Partner
/s/ XXXXXXX X. XXXX By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
Title: President
EQUISERVE TRUST COMPANY, N.A.
By: /s/ X. XXXXXXXX
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Name: X. Xxxxxxxx
Title: Managing Director
EXHIBIT A
HALLWOOD REALTY PARTNERS, L.P.
SUMMARY OF RIGHTS TO PURCHASE UNITS
On November 30, 1990, Hallwood Realty Corporation (the predecessor in
interest to Hallwood Realty, L.L.C.), the general partner (the "General
Partner") of Hallwood Realty Partners, L.P. (the "Partnership"), declared a
distribution of one Unit Purchase Right (a "Right") for each outstanding limited
partner interest (a "Unit") of the Partnership. The distribution was payable as
of December 10, 1990 to holders of Units of record on that date. The description
and terms of the Rights are set forth in a Rights Agreement, dated as of
November 30, 1990, between the Partnership and Equiserve Trust Company, N.A., a
national banking association (formerly known as Bank Boston, N.A. and the First
National Bank of Boston, the "Rights Agent"), as amended by that certain
Amendment No. 1, dated February 14, 2000, by and between the Partnership and the
Rights Agent and as further amended by that certain Amendment No. 2, dated March
28, 2003, by and between the Partnership and the Rights Agent (as so amended the
"Rights Agreement").
Pursuant to the Rights Agreement, as of March 28, 2003, each Right
entitles the registered holder to purchase from the Partnership one additional
Unit of the Partnership, at a price of $250 per Unit (the "Purchase Price"),
subject to adjustment as provided in the Rights Agreement.
As discussed below, initially the Rights will not be exercisable,
Rights Certificates will not be sent to holders of Units and the Rights will
automatically trade with the Units.
The Rights will separate from the Units on the Distribution Date. The
"Distribution Date" will occur upon the earlier of (i) the close of business on
the tenth day after a public announcement that a person or group of affiliated
or associated persons has become an "Acquiring Person" (as hereafter described)
or (ii) the close of business on the tenth day (or such later date as may be
determined by action of the General Partner) after the date of the commencement
or announcement of a person's or group's intention to commence a tender or
exchange offer (other than a tender or exchange offer by the Partnership, the
General Partner, any subsidiary of the Partnership, any subsidiary or affiliate
of the General Partner, or any employee benefit plan of the Partnership or the
General Partner or of any subsidiary of the Partnership or of any subsidiary or
affiliate of the General Partner) the successful consummation of which would
result in the ownership of 30% or more of the outstanding Voting Units of the
Partnership, even if no purchases actually occur pursuant to such offer. Until
the Distribution Date, the Rights will be evidenced, with respect to any of the
certificates representing Units outstanding as of December 10, 1990, by such
certificate representing Units with a copy of this Summary of Rights attached
thereto. The Rights Agreement provides that, until the Distribution Date, the
Rights will be represented by and transferred with, and only with, Units. Until
the Distribution Date (or earlier redemption, exchange or expiration of the
Rights), new certificates representing Units issued after December 10, 1990 will
contain a legend incorporating the Rights Agreement by reference. Until the
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Distribution Date (or earlier redemption, exchange or expiration of the Rights),
the surrender for transfer of any of the certificates representing Units
outstanding as of December 10, 1990, with or without a copy of this Summary of
Rights attached thereto, will also constitute the transfer of the Rights
associated with the Units represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Units as of the close of business on the Distribution Date and such separate
certificates alone will evidence the Rights from and after the Distribution
Date.
An "Acquiring Person" is a Person or group of affiliated or associated
Persons that has acquired beneficial ownership of 15% or more of the
Partnership's Voting Units (an "Acquiring Person"), except that Acquiring Person
shall not include (A) the Partnership, (B) the General Partner, (C) any
subsidiary of the Partnership, (D) any subsidiary or affiliate of the General
Partner, (E) any employee benefit plan or employee stock plan of the Partnership
or the General Partner or of any subsidiary of the Partnership or of any
subsidiary or affiliate of the General Partner, (F) any person whose ownership
of 15% or more of the Units of the Partnership then outstanding results from a
transaction or transactions approved by the General Partner on behalf of the
Partnership before such person acquires such 15% beneficial ownership (provided
that such person shall become an Acquiring Person upon his acquisition of an
additional 1% of the Partnership's Units unless otherwise approved by the
General Partner), (G) any person whose beneficial ownership of Units of the
Partnership is increased to 15% or more of the Units of the Partnership then
outstanding solely by reason of a reduction in the number of issued and
outstanding Units of the Partnership pursuant to a transaction or transactions
approved by the General Partner (provided that such person shall become an
Acquiring Person upon his acquisition of an additional 1% of Units of the
Partnership unless otherwise approved by the General Partner), or (H) any person
whose ownership of 15% or more of the Units of the Partnership then outstanding
results from any action or transaction deemed by the General Partner not to
cause such person to become an Acquiring Person which action or transaction is
approved prior to such person otherwise becoming an Acquiring Person (provided
such person shall become an Acquiring Person upon his acquisition of an
additional 1% of the Units unless otherwise approved by the General Partner). In
addition, if the General Partner determines in good faith that a Person or group
of affiliated or associated Persons would otherwise be an Acquiring Person but
has become such inadvertently and such Person or group divests as promptly as
practicable a sufficient number of Voting Units so that such Person or group
would no longer be an Acquiring Person, then such Person or group will not be
deemed an Acquiring Person for purposes of the Rights Agreement.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on March 31, 2008, unless earlier redeemed
or exchanged by the Partnership as described below.
The number of Units issuable upon exercise of the Rights is subject to
certain adjustments from time to time in the event of a distribution on, or a
subdivision or combination of, the Units. The Purchase Price is subject to
adjustment in the event of extraordinary distributions of cash or other property
to holders of Units.
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Following the time any Person or group becomes an Acquiring Person, all
Rights that are, or under certain circumstances specified in the Rights
Agreement were, beneficially owned by any Acquiring Person or its Affiliates or
Associates will be null and void.
Unless the Rights are earlier redeemed or exchanged or the transaction
is approved by the General Partner, in the event that, after the Rights have
become exercisable, the Partnership were to be acquired in a merger or other
business combination (in which any Units are changed into or exchanged for other
securities or assets) or more than 50% of the assets or earning power of the
Partnership and its subsidiaries (taken as a whole) were to be sold or
transferred in one or a series of related transactions, the Rights Agreement
provides that proper provision will be made so that each holder of record of a
Right (other than Rights that are or were held by an Acquiring Person or its
Affiliates or Associates that have become null and void pursuant to the terms of
the Rights Agreement) will from and after such date have the right to receive,
upon payment of the Purchase Price, that number of limited partner interests or
common shares of the acquiring company or partnership having a market value at
the time of such transaction equal to two times the Purchase Price. In addition,
unless the Rights are earlier redeemed or exchanged or the transaction is
approved by the General Partner on behalf of the Partnership, in the event that
a person or group, with certain exceptions, becomes the beneficial owner of 15%
or more of the Partnership's Voting Units, the Rights Agreement provides that
proper provisions will be made so that each holder of record of a Right (other
than Rights that are or were held by an Acquiring Person or its Affiliates or
Associates that have become null and void pursuant to the terms of the Rights
Agreement) will thereafter have the right to receive, upon payment of the
Purchase Price, that number of Units having a market value at the time of the
transaction equal to two times the Purchase Price.
Fractions of Units may, at the election of the Partnership, be
evidenced by depositary receipts. The Partnership may also issue cash in lieu of
fractional limited partner interests which are not integral multiples of one
Unit.
At any time on or prior to the close of business on the earlier of (i)
such time as any Person becomes an Acquiring Person or (ii) March 31, 2008, the
Partnership (by action of the General Partner) may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (subject to adjustment in certain
events) (the "Redemption Price"). Immediately upon the action of the General
Partner of the Partnership authorizing redemption of the Rights and subject to
any conditions established by the General Partner, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
At any time after any Person becomes an Acquiring Person and before any
such Acquiring Person shall become the beneficial owner of 50% or more of the
Partnership's outstanding Voting Units, the General Partner, at its option, may
exchange the Rights (other than Rights that previously have become void as
described above), in whole or in part, for Units at an exchange ratio of one
Unit per Right (subject to adjustment in certain events).
Any of the provisions of the Rights Agreement may be amended without
the approval of the holders of Rights in order to cure any ambiguity, defect,
inconsistency or to make any other changes that the General Partner may deem
necessary or desirable. After any Person or group of affiliated or associated
Persons becomes an Acquiring Person, the provisions of the Rights
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Agreement may not be amended in any manner that would adversely affect the
interests of the holders of Rights (excluding the interests of any Acquiring
Person or other Persons whose rights have become void as described above).
Until a Right is exercised, the holder, as such, will have no rights as
a holder of limited partner interests of the Partnership, including, without
limitation, the right to vote or to receive distributions.
A copy of the Rights Agreement has been filed with the Securities and
Exchange commission as an Exhibit to a Registration Statement on Form 8-A dated
December 10, 1990. [ADD INFORMATION REGARDING FILING OF AMENDMENT NO. 1 AND NO.
2]. A copy of the Rights Agreement is available free of charge from the
Partnership. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement
which is incorporated in this summary description by reference. Capitalized
terms used herein and defined in the Rights Agreement and not otherwise defined
herein shall have the meaning set forth in the Rights Agreement.
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