Exhibit 1
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT, dated as of December 20, 1999, is between NFO
WORLDWIDE, INC., a Delaware corporation (the "Company"), and STATE STREET BANK
AND TRUST COMPANY, a Delaware limited partnership (the "Rights Agent").
RECITALS
The Company and the Rights Agent are parties to a Rights Agreement
dated as of October 5, 1998 (the "Rights Agreement").
Interpublic Group of Companies, Inc., a Delaware corporation, and the
Company have entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which a subsidiary of Parent ("Merger Sub") will merge
with and into the Company and all the Company Common Stock will be converted
into the right to receive shares of Parent Common Stock in accordance with the
Exchange Ratio (the "Merger"). The Board of Directors of the Company has
approved the Merger Agreement and the Merger. Capitalized terms used herein but
not defined shall have the meanings ascribed to them in the Merger Agreement.
Pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable to reflect the
foregoing and the Company and the Rights Agent desire to evidence such amendment
in writing.
Accordingly, the parties agree as follows:
1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
neither Parent nor Merger Sub, nor any Affiliate or Associate of Parent or
Merger Sub, shall be deemed to be an Acquiring Person solely by virtue of
(i) the execution and delivery of the Merger Agreement or the Option
Agreement, (ii) becoming the Beneficial Owner of Company Common Stock (as
defined in the Merger Agreement) pursuant to the Merger Agreement or the
Option Agreement, or (iii) the consummation of the Merger, the exercise of
the Option, or the consummation of the other transactions contemplated in
the Merger Agreement or the Option Agreement."
2. Amendment to Section 1(l). Section 1(l) of the Rights Agreement to
add the following clause at the end thereof:
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(i) the execution and delivery of the Merger Agreement or the Option
Agreement, (ii) Parent or Merger Sub, or any Affiliate or Associate of
Parent or Merger Sub, becoming the Beneficial Owner of Company Common
Stock (as defined in the Merger Agreement) pursuant to the Merger
Agreement or the Option Agreement or (iii) the consummation of the Merger,
the exercise of the Option, or the consummation of the other transactions
contemplated in the Merger Agreement or the Option Agreement."
3. Additions to Section 1. The following subsections are added to
Section 1 of the Rights Agreement at the end thereof:
"(o) 'Merger' shall mean the consummation of the transaction pursuant to
which the Merger Sub will merge with and into the Company and all the
Company Common Stock will be converted into the right to receive shares of
Parent Common Stock (as defined in the Merger Agreement) in accordance
with the Exchange Ratio (as defined in the Merger Agreement).
(p) 'Merger Agreement' shall mean the Agreement and Plan of Merger, dated
as of December 20, 1999, between Parent and the Company, as amended from
time to time.
(q) 'Merger Sub' shall mean a Delaware corporation, wholly owned direct or
indirect subsidiary of Parent, or any other subsidiary of Parent that is
substituted for Merger Sub pursuant to the Merger Agreement.
(r) 'Option' shall mean the option granted to Parent to purchase Company
Common Stock pursuant to the terms and conditions set forth in the Option
Agreement.
(s) 'Option Agreement' shall mean the Option Agreement, dated as of
December 20, 1999, between the Company and Parent
(t) 'Parent' shall mean Interpublic Group of Companies, Inc., a Delaware
corporation."
4. Amendment of Section 3(a). Section 3(a) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, a
Separation Date shall not be deemed to have occurred solely as the result
of (i) the execution and delivery of the Merger Agreement or the Option
Agreement, (ii) Parent or Merger Sub, or any Affiliate or Associate of
Parent or Merger
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Sub, becoming the Beneficial Owner of Company Common Stock (as defined in
the Merger Agreement) pursuant to the Merger Agreement or the Option
Agreement or (iii) the consummation of the Merger, the exercise of the
Option, or the consummation of the other transactions contemplated in the
Merger Agreement or the Option Agreement."
5. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is
amended by:
(1) deleting the term "or" from clause (iii) replacing it with
",", and
(2) inserting the following after clause (iii):
"or (iv) immediately prior to the Effective Time, as that term is
defined in the Merger Agreement."
6. Amendment of Section 11(a)(ii). Section 11(a)(ii) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, (i)
the execution of the Merger Agreement or the Option Agreement, (ii) Parent
or Merger Sub, or any Affiliate or Associate of Parent or Merger Sub,
becoming the Beneficial Owner of Company Common Stock (as defined in the
Merger Agreement) pursuant to the Merger Agreement or the Option Agreement
or (iii) the consummation of the Merger, the exercise of the Option, or
the consummation of the other transactions contemplated in the Merger
Agreement and the Option Agreement shall not be deemed to be a Section
11(a)(ii) Event and shall not cause the Rights to be adjusted or
exercisable in accordance with Section 11(a)(ii)."
7. Amendment of Section 13(a). Section 13(a) of the Rights Agreement
is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, (i)
the execution of the Merger Agreement, (ii) Parent or Merger Sub, or any
Affiliate or Associate of Parent or Merger Sub, becoming the Beneficial
Owner of Company Common Stock (as defined in the Merger Agreement)
pursuant to the Merger Agreement or the Option Agreement or (iii) the
consummation of the Merger, the exercise of the Option or the consummation
of the other transactions contemplated in the Merger Agreement and the
Option Agreement shall not be deemed to be a Section 13(a) Event and shall
not cause the Rights to be adjusted or exercisable in accordance with
Section 13(a)."
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8. Effectiveness. This Amendment shall be deemed effective as of
December 20, 1999, as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
9. Miscellaneous. 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. This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. If any provision, covenant
or restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be effected, impaired or invalidated.
EXECUTED as of the date set forth above.
Attest: NFO WORLDWIDE, INC.
By: /s/ Xxxxxx Xxxx Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxxx Xxxx Xxxxxxxxxx Name: Xxxxx X. Xxxxxx
Title: Administrative Assistant Title: Vice President
STATE STREET BANK AND TRUST
Attest: COMPANY
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxxx XxxXxxx
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Name: Xxxx Xxxxxxxx Name: Xxxxxxx XxxXxxx
Title: Kinko's Co-Worker Title: Senior Managing Director
