EXHIBIT (c)(11)
AMENDMENT NO. 1 TO
SHAREHOLDER RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment"), dated as of March 13, 1997,
to that certain Shareholder Rights Agreement, originally dated as of July 25,
1995 (the "Agreement"), between Communications Central Inc., a Georgia
corporation (the "Company"), and First Union National Bank of North Carolina,
a national bank (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, the Board of Directors, acting through a majority of
"Disinterested Directors" (as defined in the Agreement), has decided to amend
the term "Acquiring Person" as defined in the Agreement in order to introduce
into such term an element of discretion on the part of the Disinterested
Directors to determine whether a Person is adverse to the Company or not and,
if so, should therefore face the dilutive consequences that the Agreement is,
in certain circumstances described therein, designed to create; and
WHEREAS, a Distribution Date has not yet occurred and therefore the
Disinterested Directors have broad authority under Section 26 of the Agreement
to amend or supplement the Agreement as contemplated hereby.
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Section 1(a) of the Agreement is hereby amended and restated
in its entirety as follows:
(a) "Acquiring Person" shall mean any Person or
group (as defined in Section 13(d)(3) of the Exchange Act)
of Persons, acting together, directly or indirectly, through
any contract, arrangement, understanding, relationship or
otherwise, who or which, together with all Affiliates and
Associates of such Person(s), is or shall become the
Beneficial Owner of 20% or more of the shares of Common
Stock then outstanding, but shall not include the Company,
any Subsidiary of the Company, any employee benefit plan or
employee stock ownership trust or plan of the Company or of
any Subsidiary of the Company, or any Person or entity
organized, appointed or established by the Company for or
pursuant to the terms of any such plan. Notwithstanding the
foregoing, if the Disinterested Directors determine in good
faith that a Person or group who or which would otherwise be
an "Acquiring Person" as defined above (i) has become such
inadvertently, and such Person or group takes action, as
promptly as practicable, whether by divestiture of a
sufficient
number of shares of Common Stock so that such Person or
group would no longer be an "Acquiring Person" or otherwise,
or (ii) does not pose a threat to the viability and
strategic objectives of the Company of a kind that this
Agreement was designed to prevent, then such Person or group
shall not be deemed to be an Acquiring Person for purposes
of this Agreement. The Disinterested Directors may condition
such finding (or impose any conditions in relation to such
finding) based on such factors that they, in their sole
discretion, deem necessary or advisable to protect the best
interests of the Company.
2. In all other respects, the Agreement shall remain unamended;
provided, however, that the Secretary of the Company may include the foregoing
amendment in the body of the Agreement such that the Agreement exists in an
amended and restated form.
3. Except as the term "Acquiring Person" shall have been redefined
herein, capitalized terms used in this Agreement shall have the meanings
ascribed to such terms in the Agreement.
4. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of Georgia.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.
Attest: COMMUNICATIONS CENTRAL INC.
By: /s/Xxxxx X. Xxxxxxxx By: /s/Xxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx
Vice President and General Counsel Chief Executive Officer
Attest: FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By: By: /s/ /Xxxxxxx Xxxx
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Name: Name:
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Title: Title:
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