AMENDMENT TO RIGHTS AGREEMENT
Amendment Number One, dated as of May 26, 1998, to the Rights
Agreement, dated as of January 28, 1998 (the "Rights Agreement"), between
Acxiom Corporation, a Delaware corporation (the "Company"), and First
Chicago Trust Company of New York, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 5.4 of the Rights Agreement;
WHEREAS, the Company proposes to enter into an Agreement and Plan
of Merger, dated as of May 26, 1998 (the "Merger Agreement"), among the
Company, ACX Acquisition Co., Inc. and May & Xxxx, Inc. ("May & Xxxx");
WHEREAS, as a condition to the Merger Agreement and in order to
induce May & Xxxx to enter into the Merger Agreement, the Company proposes
to enter into a Stock Option Agreement, dated as of May 26, 1998, between
the Company and May & Xxxx (the "Stock Option Agreement"), pursuant to
which the Company will grant May & Xxxx an option (the "Option") to
purchase up to 19.9% of the number of shares (the "Option Shares") of
common stock, par value $.10 per share, ("Common Stock"), of the Company
issued and outstanding immediately prior to the grant of the Option;
WHEREAS, as a condition to the Merger Agreement and in order to
induce May & Xxxx to enter into the Merger Agreement, Xxxxxxx X. Xxxxxx, a
holder of shares of Common Stock ("Stockholder"), proposes to enter into
an irrevocable proxy, dated as of May 26, 1998, between Stockholder and
May & Xxxx, pursuant to which Stockholder is granting May & Xxxx an
irrevocable proxy (the "Proxy") to vote such shares of Common Stock; and
WHEREAS, the Board of Directors of the Company has determined it
advisable and in the best interest of its stockholders to amend the Rights
Agreement to enable the Company to enter into the Merger Agreement and
Stock Option Agreement and consummate the transactions contemplated thereby
without causing May & Xxxx to become an "Acquiring Person" (as defined in
the Rights Agreement).
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein and in the Rights Agreement, the parties hereby
agree as follows:
Section 1. Definitions. Capitalized terms used and not
otherwise defined herein shall have the meaning assigned to such terms in
the Rights Agreement.
Section 2. Amendments to the Rights Agreement. The Rights
Agreement is hereby amended as set forth in this Section 2.
(a) Section 1.1 of the Rights Agreement is hereby amended
by deleting the first sentence there of and inserting in lieu thereof the
following:
"Acquiring Person" shall mean any Person who is Beneficial
Owner of 20% or more of the outstanding shares of Voting Stock (as
hereinafter defined); provided, however, that the term "Acquiring Person"
shall not include any Person (i) who is the Beneficial Owner of 20% or more
of the outstanding Shares of Common Stock on the date of this Agreement or
who shall become the Beneficial Owner (as hereinafter defined) of 20% or
more of the outstanding shares of Voting Stock solely as a result of an
acquisition by the Company of shares of Voting Stock, until such time
hereafter or thereafter as any of such Persons shall become the Beneficial
Owner (other than by means of a stock dividend or stock split) of any
additional shares of Voting Stock, (ii) who is the Beneficial Owner of 20%
or more of the outstanding shares of Voting Stock but who acquired
Beneficial Ownership (as hereinafter defined) of shares of Voting Stock
without plan or intention to seek or affect control of the Company, if such
Person (as hereinafter defined), upon notice by the Company, promptly
enters into an irrevocable commitment promptly to divest, and thereafter
promptly divests (without exercising or retaining any power, including
voting, with respect to such shares), sufficient shares of Voting Stock (or
securities convertible into, exchangeable into or exercisable for Voting
Stock) so that such Person ceases to be the Beneficial Owner of 20% or more
of the outstanding shares of Voting Stock; and (iii) who Beneficially Owns
shares of Voting Stock consisting solely of one or more of (A) shares of
Voting Stock Beneficially Owned pursuant to the grant or exercise of an
option granted to such Person by the Company in connection with an
agreement to merge with, or acquire, the Company at a time at which there
is no Acquiring Person, (B) shares of Voting Stock (or securities
convertible into, exchangeable into or exercisable for Voting Stock),
Beneficially Owned by such Person or its Affiliates (as hereinafter
defined) or Associates (as hereinafter defined) at the time of grant of
such option or (C) shares of Voting Stock (or securities convertible into,
exchangeable into or exercisable for Voting Stock) acquired by Affiliates
or Associates of such Person after the time of such grant, which, in the
aggregate, amount to less than 1% of the outstanding shares of Voting
Stock; and provided, further, however, that May & Xxxx, Inc. ("May & Xxxx")
and its Affiliates and Associates shall not be deemed to be an Acquiring
Person as a result of either (x) the grant of the Option (as such term is
defined in the Stock Option Agreement, dated as of May 26, 1998 between the
Company and May & Xxxx (the "Stock Option Agreement")) pursuant to the
Stock Option Agreement, or at any time following the exercise thereof and
the issuance of shares of Common Stock in accordance with the terms of the
Stock Option Agreement, (y) the grant of the Proxy, dated as of May 26,
1998, to May & Xxxx by Xxxxxxx X. Xxxxxx, or at any time following the
delivery and execution thereof or (z) the grant of certain additional
proxies with respect to shares of Common Stock owned by certain other
stockholders of the Company contemplated by the Agreement and Plan of
Merger, dated as of May 26, 1998, among the Company, May & Xxxx and ACX
Acquisition Co., Inc.
Section 3. Miscellaneous.
(a) The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended hereby.
(b) The foregoing amendment shall be effective as of the
date first above written, and, except as set forth herein, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
(c) This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all for
which together shall constitute one and the same instrument.
(d) This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number One to be duly executed and attested, all as of the day and year
first above written.
Attest: ACXIOM CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Secretary Title: President
Attest: FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ X. Xxxxxxxx By: /s/ Xxxxx Xxxxxxx
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Name: X. Xxxxxxxx Name: Xxxxx Xxxxxxx
Title: Account Officer Title: Vice President
