Exhibit 4a
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AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of April 1, 1996, to the Rights Agreement, dated as of
September 22, 1989 (the "Rights Agreement"), between Pacific Telesis Group, a
Nevada corporation (the "Company"), and The First National Bank of Boston, as
Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from
time to time prior to the Distribution Date (as defined therein) supplement or
amend the Rights Agreement in accordance with the provisions of Section 27
thereof; and
WHEREAS, it is proposed that the Company enter into an Agreement and Plan of
Merger (as it may be amended or supplemented from time to time, the "Merger
Agreement"), among the Company, SBC Communications Inc. ("SBC") and SBC
Communications (NV) Inc., a Nevada corporation ("Merger Sub"); and
WHEREAS, the Board of Directors of the Company has determined that the Merger
and the other transactions contemplated by the Merger Agreement are fair to
and in the best interests,of the Company and its stockholders; and
WHEREAS, the Board of Directors has determined that it is in the best interest
of the Company and its stockholders to amend the Rights Agreement to exempt
the Merger Agreement and the transactions contemplated thereby from the
application of the Rights Agreement.
NOW, THEREFORE, the Company and the Rights Agent hereby
amend the Rights Agreement as follows:
1. Section l(a) of the Rights Agreement is hereby amended by adding the
following sentence at the end thereof:
"Neither SBC Communications, Inc., a Delaware corporation ("SBC"),
SBC Communications (NV) Inc., a Nevada corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), nor any of their
respective Subsidiaries, shall be deemed to be an Acquiring Person
with respect to-and to the extent that shares of Common Stock are
acquired by such entities or their Affiliates or Subsidiaries in
connection with the transactions contemplated by the Agreement and
Plan of Merger (as it may be amended or supplemented from time to
time, the "Merger Agreement") entered into as of April 1, 1996,
among the Company, SBC and Merger Sub."
2. Section l(b) of the Rights Agreement is hereby amended by adding the
following sentence at the end thereof:
"Neither SBC, nor Merger Sub nor any of their respective
Subsidiaries, shall be deemed to be an Adverse Person with respect
to and to the extent that shares of Common Stock are acquired by
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such entities or their Affiliates or Subsidiaries in connection with
the transactions contemplated by the Merger Agreement."
3 Section 30 of the Rights Agreement is hereby amended to add the
following sentence at the end thereof:
"Nothing in this Agreement shall be construed to create or cause a
Distribution Date or Stock Acquisition Date or give any holder of
Rights or any other Person any legal or equitable rights, remedy or
claim under this Agreement in connection with the Merger Agreement
or any transactions contemplated by the Merger Agreement."
4. Sections 24(a)(i), (a)(ii) and (b) are hereby amended by deleting
each subsection in its entirety and substituting therefor the
following:
"24. Termination and Exchange.
(a)(i) The Board of Directors of the Company may, at its option, at
any time prior to the earlier of (x) the Stock Acquisition Date or
such time as any Person may become an Adverse Person or (y) 5 p.m.,
San Francisco time, on the Final Expiration Date, terminate the
Rights without any payment to any holder thereof.
(ii) In addition, and notwithstanding the provisions of Section
24(a)(i), the Board of Directors of the Company may terminate the
Rights without any payment to any holder thereof following the Stock
Acquisition Date or such time as any Person may become an Adverse
Person but prior to any event described in Section 13(a) either (x)
in connection with any event specified in Section 13(a) in which all
holders of Common Stock are treated alike and not involving (other
than as a holder of Common Stock being treated like all other such
holders) an Acquiring Person or adverse Person or an Affiliate of
Associate thereof or any other Person in which such Acquiring
Person, Adverse Person or Affiliate or Associate thereof has any
interest, or any other Person acting directly or indirectly on
behalf of or in association with any such Acquiring Person, Adverse
Person, or Affiliate or Associate thereof, or (y) following the
occurrence of an event set forth in, and the expiration of any
periods during which the holder of Rights may exercise the rights
under section 11(a)(ii) if and for as long as any.Acquiring Person
having triggered such event is not thereafter the Beneficial Owner
of securities representing 20% or more of the outstanding shares of
the Voting Power, and at the time of termination there are no other
Persons who are Acquiring Persons or Adverse Persons.
(b) In the case of a termination permitted under Section 24(a)(i),
immediately upon the action of the Board of Directors of the Company
ordering the termination of the Rights, evidence of which shall have
been filed with the Rights Agent and without any further action and
without any notice, the right to exercise the Rights will terminate
and each right will thereafter be null and void. In the case of a
termination permitted only under Section 24(a)(ii), evidence of
which shall have been filed with the Rights Agent, the right to
exercise the Rights will terminate and each right will thereafter be
null and void only after 10 Business Days following the giving of
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notice of such termination to the holders of such Rights if no event
set forth in Section 11(a)(ii) shall have occurred, and, if such
event shall have occurred, upon the later of 10 Business Days
following the giving of such notice or the expiration of any period
during which the rights under Section 11(a)(ii) may be exercised.
Within 10 days after the action of the Board of Directors ordering
any termination of the Rights, the Company shall give notice of such
termination to the Rights Agent and the holders of the then
outstanding Rights by mailing such notice to the Rights Agent and 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 Common
Stock. Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the
notice.
5. Section 24 of the Rights Agreement is hereby amended by adding a new
subsection (d) thereto:
"(d) Notwithstanding anything in this Agreement, the Rights shall
terminate without any payment to any holder thereof immediately
prior to the Effective Time as defined in the Merger Agreement."
6. The second paragraph of Section 3(a) of the Rights Agreement is
hereby amended by deleting the word "redemption" and the immediately
following comma in the parentheticals following the phrase
"Distribution Date" in each of the ninth and fifteenth lines of such
second paragraph.
7. Section 3(b) of the Rights Agreement is hereby amended as follows:
(a) the legend forming a part of Section 3(b) to the Rights
Agreement is hereby amended by deleting the word "redeemed" in the
eleventh line of such legend immediately following the phrase "such
Rights may be" and substituting therefor the word "terminated," and
(b) in the parenthetical in the last paragraph of Section 3(b), the
word "redemption" shall be deleted.
8. Clause (ii) of Section 7(a) of the Rights Agreement is hereby
amended by deleting in its entirety Clause (ii) and substituting in
its place the following:
"(ii) the time at which the Rights are terminated as provided in
Section 24 hereof,"
9. Section 23 of the Rights Agreement is hereby amended to delete the
word "redemption" in line twelve and substitute the word
"termination" therefor.
10. Section 28 of the Rights Agreement is hereby amended by deleting the
word "redeem" in each place in the parenthetical in clause (ii) and
substituting the word "terminate" therefor.
11. This Amendment shall be deemed to be a contract made under the laws
of the State of Nevada and for all purposes shall be governed by and
construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state.
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12. This Amendment may be executed in any number of counterparts, each
of which shall for all purposes be deemed an original, and all of
which together shall constitute but one and the same instrument.
Except as expressly set forth herein, this Amendment shall not by implication
or otherwise alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and the respective corporate seals to be affixed and attested, all as
of the day and year first above written.
Attest: PACIFIC TELESIS GROUP
[SEAL]
/s/ Xxxxx X. Xxxxx /s/ Xxx X. Xxxxxx
Xxxxx X. Xxxxx Xxx X. Xxxxxx
Assistant Secretary Executive Vice President
Attest: THE FIRST NATIONAL BANK OF
BOSTON
[SEAL]
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. XxxXxxx
Xxxxxxx X. Xxxxxx Xxxxxxx X. XxxXxxx
Director Managing Director
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