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Exhibit 4
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FIRST AMENDMENT TO RIGHTS AGREEMENT
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This First Amendment, dated as of October 7, 1997 (the "Amendment"), is
entered into by and among Xxxxxxx Electric Co., a Missouri corporation (the
"Company"), Boatmen's Trust Company, a Missouri corporation ("Boatmen's
Trust"), as Rights Agent, and ChaseMellon Shareholder Services, L.L.C.
("ChaseMellon"), as successor Rights Agent, and amends the Rights Agreement
dated as of November 1, 1988 (the "Rights Agreement") between the Company and
Boatmen's Trust (as successor to Centerre Trust Company).
WHEREAS, the Company and Boatmen's Trust are currently parties to the
Rights Agreement, pursuant to which Boatmen's Trust serves as Rights Agent;
WHEREAS, a portion of the corporate trust services business of
Boatmen's Trust has been sold to ChaseMellon and ChaseMellon, the Company and
Boatmen's Trust desire that Boatmen's Trust resign as Rights Agent and the
Company and ChaseMellon desire that ChaseMellon be appointed as successor
Rights Agent, each effective as of October 10, 1997; and
WHEREAS, the parties hereto wish to make certain changes to the Rights
Agreement to facilitate this succession.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the Company, Boatmen's Trust and ChaseMellon hereby agree
as follows:
1. Amendment to Rights Agreement. The parties hereto agree that the
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Rights Agreement shall be amended as provided below, effective as of the date
of this Amendment:
(a) Subparagraph (c) of Section 3 is hereby modified and amended
by deleting from the first sentence "the following legend" and replacing it
with "a legend substantially to the following effect"; and by deleting the
legend which begins with "This certificate" and ends with "shall become null
and void." and replacing such legend with "THIS
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CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS
AS SET FORTH IN A RIGHTS AGREEMENT, THE TERMS OF WHICH ARE HEREBY
INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL EXECUTIVE OFFICES OF XXXXXXX ELECTRIC CO. UNDER CERTAIN
CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE
EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS
CERTIFICATE. XXXXXXX ELECTRIC CO. WILL MAIL TO THE HOLDER OF THIS
CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A
WRITTEN REQUEST THEREFOR. AS DESCRIBED IN THE RIGHTS AGREEMENT, RIGHTS
ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE
RIGHTS AGREEMENT) SHALL BECOME NULL AND VOID."
(b) Section 21 of the Rights Amendment is hereby modified and
amended by deleting the fifth sentence in its entirety and replacing it with:
"Any successor Rights Agent, whether appointed by the Company or by such a
court, shall be either (a) a corporation or other entity organized and doing
business under the laws of the United States or of any state of the United
States, in good standing, which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by
federal or state authority or (b) an affiliate of such a corporation."
(c) Section 26 is hereby modified and amended by deleting the
name of Centerre Trust Company of St. Louis and replacing it with the name of
ChaseMellon Shareholders Services, L.L.C.
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2. Change of Rights Agent. Pursuant to Section 21 of the Rights
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Agreement, the Company hereby accepts the resignation of Boatmen's Trust as
Rights Agent effective as of 12:01 a.m., St. Louis time, October 10, 1997.
The Company hereby appoints ChaseMellon as successor Rights Agent, effective
as of 12:01 a.m., St. Louis time, October 10, 1997, and ChaseMellon hereby
accepts such appointment, subject to all the terms and conditions of the
Rights Agreement as amended hereby.
3. Miscellaneous
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(a) Except as otherwise expressly provided, or unless the context
otherwise requires, all terms used herein have the meanings assigned to them
in the Rights Agreement.
(b) Each party hereto waives any requirement under the Rights
Agreement that any additional notice be provided to it pertaining to the
matters covered by this Amendment.
(c) This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which counterparts
shall together constitute but one and the same document.
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IN WITNESS WHEREOF, the parties have caused this First Amendment to be
duly executed as of the day and year first written above.
XXXXXXX ELECTRIC CO.
By: /s/ X. X. Xxxxxxx
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Name: X. X. Xxxxxxx
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Title: Senior Vice President, General
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Counsel & Secretary
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BOATMEN'S TRUST COMPANY, as Rights Agent
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
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CHASEMELLON SHAREHOLDER SERVICES,
L.L.C., as successor Rights Agent
By: /s/ H. E. Bradford
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Name: H. E. Bradford
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Title: Vice President
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