Exhibit 4.2
CONFORMED COPY
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT No. 1 (this "Amendment"), dated as of November 13, 2002, to
the Rights Agreement (the "Rights Agreement"), dated as of July 9, 1996,
between HOUSEHOLD INTERNATIONAL, INC., a Delaware corporation (the "Company")
and XXXXXX TRUST AND SAVINGS BANK, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof; and
WHEREAS, the Company intends to enter into an Agreement and Plan of
Merger (as it may be amended or supplemented from time to time, the "Merger
Agreement"), dated as of November 14, 2002, by and among HSBC Holdings, plc, a
public limited company incorporated in England and Wales ("Parent"), the Company
and H2 Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of Parent ("Merger Sub") (all capitalized terms used in this
Amendment and not otherwise defined herein shall have the meaning ascribed
thereto in the Merger Agreement); and
WHEREAS, the Board of Directors has (i) determined that the Merger
Agreement and the transactions contemplated thereby are advisable, fair to and
in the best interests of the Company and its stockholders, (ii) approved the
Merger Agreement and (iii) recommended that the Merger Agreement be adopted by
the holders of Company Common Shares; and
WHEREAS, on November 12, 2002, the Board of Directors has found that it
is in the best interests of the Company and its stockholders, and has deemed it
necessary and desirable, to amend the Rights Agreement to exempt the Merger
Agreement and the transactions contemplated thereby from the application of the
Rights Agreement and has authorized the entering into of this Amendment.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as
follows:
1. Section 1(a) of the Rights Agreement is hereby modified, amended
and restated in its entirety as follows:
"Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of 15% or more of the Common Shares of
the Company then outstanding, but shall not include the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or
any Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of any such plan.
Notwithstanding the foregoing, no Person shall become an "Acquiring
Person" as the result of an acquisition of Common Shares by the
Company which, by reducing the number of Common Shares of the Company
outstanding, increases the proportionate number of Common Shares of the
Company beneficially owned by such Person to 15% or more of the Common
Shares of the Company then outstanding; PROVIDED, HOWEVER, that, if a
Person shall become the Beneficial Owner of 15% or more of the Common
Shares of the Company then outstanding by reason of share purchases by
the Company and shall, after such share purchases by the Company,
become the Beneficial Owner of any additional Common Shares of the
Company, then such Person shall be deemed to be an "Acquiring Person."
Notwithstanding the foregoing, (i) if the Board of Directors of the
Company determines in good faith that a Person who would otherwise be
an "Acquiring Person," as defined pursuant to the foregoing provisions
of this paragraph (a), has become such inadvertently, and such Person
divests as promptly as practicable a sufficient number of Common
Shares so that such Person would no longer be an "Acquiring Person,"
as defined pursuant to the foregoing provisions of this paragraph (a),
then such Person shall not be deemed to be an "Acquiring Person" for
any purposes of this Agreement and (ii) neither HSBC Holdings, plc, a
public limited company incorporated in England and Wales ("Parent")
nor any of its subsidiaries shall be deemed to be an Acquiring Person
by virtue of: (A) the execution and delivery of the Agreement and Plan
of Merger (as it may be amended or supplemented from time to time, the
"Merger Agreement") entered into as of November 14, 2002, by and among
Parent, the Company and H2 Acquisition Corporation, (B) the conversion
of Common Shares into the right to receive the Common Merger
Consideration (as defined in the Merger Agreement) in accordance with
Section 3.1(a) of the Merger Agreement, or (C) the consummation of the
Merger (as defined in the Merger Agreement) or any of the transactions
contemplated by the Merger Agreement (each of the events set forth in
foregoing clauses (A) to (C), an "Exempt Event").
2. Section 1(z) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:
"No Exempt Event shall cause a Shares Acquisition Date."
3. Section 3(a) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:
"Notwithstanding the foregoing, no Exempt Event shall cause a
Distribution Date."
4. Section 7(a) of the Rights Agreement is hereby modified, amended
and restated in its entirety as follows:
The registered holder of any Right Certificate may exercise
the Rights evidenced thereby (except as otherwise provided
herein), in
whole or in part, at any time after the Distribution Date,
upon surrender of the Right Certificate, with the form of
election to purchase on the reverse side thereof duly and
properly executed, to the Rights Agent at the principal office
of the Rights Agent, together with payment of the Purchase
Price for each one one thousandth of a Preferred Share as to
which the Rights are exercised, at or prior to the earliest
of (i) the time immediately prior to the consummation of the
Merger (as defined in the Merger Agreement), (ii) the Close
of Business on July 31, 2006 (the "Final Expiration Date"),
(iii) the time at which the Rights are redeemed as provided
in Section 23 hereof (the "Redemption Date"), or (iv) the time
at which such Rights are exchanged as provided in Section 24
hereof.
5. Section 29 of the Rights Agreement is hereby modified and amended
to add the following sentence at the end thereof:
"Notwithstanding the foregoing, nothing in this Agreement shall be
construed to give any holder of Rights or any other Person any legal or
equitable rights, remedy or claim under this Agreement in connection
with any transactions contemplated by the Merger Agreement."
6. This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
* * *
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Amendment has been duly executed by the
Company and the Rights Agent as of the day and year first written above.
Attest: HOUSEHOLD INTERNATIONAL, INC.
By /s/ Xxxxxxx X. Xxxxxxxx By /s/ Xxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President - Group
General and Assistant
Secretary
XXXXXX TRUST AND SAVINGS BANK
Attest: (As Rights Agent)
By /s/ Xxxxxxx Xxxxxx By /s/ Xxxxxx X. XxXxxx
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Name: Xxxxxxx Xxxxxx Name: Xxxxxx X. XxXxxx
Title: Administrative Assistant Title: Vice President
