EXHIBIT 4.1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of February 1, 2002, to Rights Agreement by and
between American Medical Security Group, Inc., a Wisconsin corporation (the
"Company"), and Firstar Bank, N.A., as Rights Agent, dated as of August 9, 2001
(the "Rights Agreement").
WHEREAS, Firstar Bank, N.A. and the Company, entered into a Termination
Agreement, dated as of December 21, 2001, terminating the appointment of Firstar
Bank, N.A. as Rights Agent;
WHEREAS, LaSalle Bank National Association, a national banking
association (the "Rights Agent"), and the Company entered into an Appointment
and Assumption Agreement between, dated as of December 17, 2001, appointing
LaSalle Bank National Association as Rights Agent;
WHEREAS, on September 27, 2001, the Board of Directors of AMS adopted a
resolution (the "Resolution") clarifying the intended meaning of the Rights
Agreement, to provide that a Person (as hereinafter defined) who merely enters
into an agreement to acquire, directly or indirectly, the stock of Blue Cross &
Blue Shied United of Wisconsin ("BCBS"), does not, by reason of that act alone,
become an "Acquiring Person" (as defined in, and pursuant to, the Rights
Agreement), provided that such Person does not then or thereafter beneficially
own any of AMS's common shares other than those indirectly acquired by virtue of
an acquisition of BCBS;
WHEREAS, the Company and the Rights Agent desire to formally amend the
Rights Agreement, in accordance with Section 27 of the Rights Agreement, to give
effect to the Resolution and clarify the definition of "Acquiring Person," such
amendment to supersede the Resolutions;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and for other good and valuable consideration, the parties hereto agree
as follows:
1. The definition of "Acquiring Person" in Section 1(a) of the Rights
Agreement is hereby amended to add the following sentence
to the end of such definition:
For the avoidance of doubt, a Person who merely enters into an
agreement to acquire, directly or indirectly, the stock of BCBS
or Cobalt Corporation, will not, by reason of that act alone,
become an "Acquiring Person", provided that such Person does not,
at the time of such agreement beneficially own any of the
Company's Common Shares, or any Company securities convertible or
exchangeable into, or exercisable for, Common Shares, in each
case other than those Common Shares then beneficially owned by
BCBS and Cobalt Corporation that are indirectly acquired by
virtue of such acquisition of the stock of BCBS or Cobalt
Corporation, and provided further that if, following such
agreement to acquire, or acquisition of, the stock of BCBS or
Cobalt Corporation, such Person increases the aggregate number of
Common Shares, (or any Company securities convertible or
exchangeable into, or exercisable for, Common Shares), over which
such Person has beneficial ownership or otherwise becomes the
Beneficial Owner of or beneficially owns other Common Shares (or
any Company Securities convertible or exchangeable into, or
exercisable for, Common Shares) (other than Common Shares the
beneficial ownership of which was acquired through (x) any
dividend or distribution of any Common Shares or any Company
securities convertible or exchangeable into Common Shares or any
stock split or (y) any grants of Common Shares or any Company
securities exercisable for Common Shares (or the exercise of any
such securities for Common Shares) under any benefit plan of the
Company generally available for directors of the Company), then
such Person will be deemed an "Acquiring Person" for all purposes
of this Agreement.
2. The term AGREEMENT as used in the Rights Agreement shall be deemed to
refer to the Rights Agreement as amended hereby.
3. The foregoing amendment shall be effective as of the date hereof and,
except as set forth herein, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the day and year first above written.
ATTEST: American Medical Security Group, Inc.
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Assistant Secretary Title: Senior Vice President
ATTEST: LaSalle Bank National Association
Rights Agent
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxx Melatia
Name: Xxxxxx Xxxxxxxx Name: Xxxxxxx Melatia
Title: Trust Officer Title: First Vice President
