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Exhibit (4)(e)
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED RIGHTS AGREEMENT
This First Amendment (the "Amendment"), dated as of February 20, 1996, to
the Second Amended and Restated Rights Agreement, dated as of November 21, 1995
(the "Agreement"), is entered into by and between Sundstrand Corporation, a
Delaware corporation (the "Company"), and Xxxxxx Trust and Savings Bank, as
Rights Agent (the "Rights Agent").
The Company and the Rights Agent agree as follows:
1. Section 1(f) of the Agreement is hereby amended in its entirety to read
as follows:
(f) "Common Stock" shall mean the Common Stock, $.50 par value, of the
Company, except that "Common Stock" when used with reference to stock
issued by any Person other than the Company shall mean the capital stock
with the greatest voting power, or the equity securities or other equity
interest having power to control or direct the management of such Person
or, if such Person is a subsidiary or another Person, of the Person
which ultimately controls such first-mentioned Person and which has issued
and outstanding such capital stock, equity securities or equity interests.
2. Section 11(n) of the Agreement is hereby amended in its entirety to
read as follows:
(n) Anything in this Agreement to the contrary notwithstanding, in the
event that the Company shall at any time after the Amendment Date and
prior to the Distribution Date (i) declare a dividend on the outstanding
shares of Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, (iii) combine the outstanding Common Stock
into a smaller number of shares or (iv) issue any shares of its capital
stock in a reclassification of the outstanding Common Stock, the number of
Rights associated with each share of Common stock then outstanding, or
issued or delivered thereafter but prior to the Distribution Date, shall
be proportionately adjusted so that the number of Rights thereafter
associated with each share of Common Stock following any such event shall
equal the result obtained by multiplying the number of Rights associated
with each share of Common Stock immediately prior to such event (or, in
the event that any adjustment is made in connection with such event by
reason of Section 11(i), after such adjustment) by a fraction the
numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to the occurrence of the event and the
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denominator of which shall be the total number of shares of Common Stock
outstanding immediately following the occurrence of such event.
3. The first full paragraph of the text of Exhibit A is hereby amended in
its entirety to read as follows:
This certifies that __________, or registered assigns,
is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof,
subject to the terms, provisions and conditions of the
Second Amended and Restated Rights Agreement, dated as
of November 21, 1995 (the "Rights Agreement"), between
Sundstrand Corporation, a Delaware corporation (the
"Company"), and Xxxxxx Trust and Savings Bank, a
national banking association (the "Rights Agent"), to
purchase from the Company at any time after the
Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M. (Chicago time) on May
11, 2006, at the principal office of the Rights Agent in
__________, one fully paid, non-assessable share of the
Common Stock, $.50 par value (the "Common Stock"), of
the Company, at a purchase price of $200 per share (the
"Purchase Price"), upon presentation and surrender of
this Rights Certificate with the appropriate Form of
Election to Purchase duly executed. The number of
Rights evidenced by this Rights Certificate (and the
number of shares which may be purchased upon exercise
thereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of
November 21, 1995 based on the Common Stock of the
Company as constituted at such date.
4. Notwithstanding anything to the contrary contained herein, this First
Amendment shall be effective prior to the two-for-one stock split in the
form of a 100% stock distribution on the issued shares of Common Stock of
the Company as declared by the Company's Board of Directors on February
20, 1996, such that any adjustments contemplated under terms of the
Agreement as amended by this First Amendment to reflect a stock split
shall be made to reflect the said stock split declared by the Company's
Board of Directors on February 20, 1996.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested as of the day and year first above written.
Attest: SUNDSTRAND CORPORATION
By:/s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxxx
Associate General Counsel Vice President and General
and Assistant Secretary Counsel and Secretary
Attest: XXXXXX TRUST AND SAVINGS BANK
By:/s/ Xxxxxx X. Xxxxxx By:/s/ Xxxxx Xxxxx Xxxxxx
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Name: Xxxxxx X. Xxxxxx Name: W. A. Ryter
Title: Trust Officer Title: Trust Officer
