Exhibit 1
AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as of November 3, 1999 (the "Amendment"),
between XXXXXX-XXXXXXX, a Delaware corporation (the "Company"), and FIRST
CHICAGO TRUST COMPANY OF NEW YORK, a New York corporation, as rights agent
(the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into an
Amended and Restated Rights Agreement, dated as of March 25, 1997 (the
"Rights Agreement");
WHEREAS, there is not as of the date hereof any Acquiring Person
(as defined in the Rights Agreement); and
WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 27 thereof.
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
Section 1. Amendment to Definition of "Acquiring Person."
Section 1(a) of the Rights Agreement is amended to add the following
sentence after the last sentence thereof: "Notwithstanding the foregoing,
neither American Home Products Corporation ("AHP") nor any of its
Affiliates shall become an Acquiring Person as a result of the execution of
the Agreement and Plan of Merger, dated as of November 3, 1999 by and among
AHP, Wolverine Sub Corp., and the Company (as the same may be amended from
time to time, the "Merger Agreement"), the execution of the Stock Option
Agreement, dated as of November 3, 1999 by and among AHP and the Company
(as the same may be amended from time to time, the "Stock Option
Agreement") or consummation of the transactions contemplated thereby
pursuant to the terms of the Merger Agreement and the Stock Option
Agreement, as the case may be."
Section 2. Amendment to Section 7(a). Section 7(a) of the
Rights Agreement is amended by deleting the word "or" immediately preceding
clause (iii) and replacing such word with "," and by adding the following
at the end of clause (iii): "or (iv) the Effective Time of the Merger. For
purposes of clause (iv) above, "Effective Time of the Merger" shall mean
such time as a certificate of merger (the "Merger Certificate") is duly
filed with the Secretary of State of the State of Delaware pursuant to
Section 1.3 of the Merger Agreement or at such later effective time as is
specified in the Merger Certificate."
Section 3. Rights Agreement as Amended. The term "Agreement" as
used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended hereby. The foregoing amendments 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.
Section 4. Counterparts. This Amendment may be executed in any
number of counterparts, and each of such counterparts shall for all
purposes be deemed an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 5. Governing Law. 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 made and to be performed entirely within
such State.
Section 6. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
Attest: XXXXXX-XXXXXXX COMPANY
By: /s/ Xxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------- -------------------------------
Name: Xxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Secretary Title: Executive Vice President
and Chief Financial
Officer
Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK, as Rights Agent
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
------------------------------- ---------------------------------
Name: Xxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President Title: Vice President
