EXHIBIT 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment") to Rights Agreement (the "Rights
Agreement") is effective as of May 12, 1999 by and between Standard Pacific
Corp., a Delaware corporation (the "Corporation"), and First Chicago Trust
Company of New York (the "Rights Agent"). Capitalized terms used herein but not
defined herein shall have their defined meanings set forth in the Rights
Agreement.
BACKGROUND
A. The Corporation and Manufacturers Hanover Trust Company of California,
as the original rights agent, entered into the Rights Agreement effective as of
December 31, 1991.
B. The Rights Agent was appointed as successor rights agent as of
September 30, 1997.
C. The Rights Agreement provides that the Independent Directors have
certain powers to the exclusion of other directors.
D. The parties wish to amend the terms of the Rights Agreement to
eliminate the concept and powers of the Independent Directors.
E. Section 27 of the Rights Agreement provides that a majority, but no
less that three, of the "Independent Directors" may amend the Rights Agreement.
All the directors currently constituting the Board of Directors of the
Corporation are "Independent Directors" under the terms of the Rights Agreement,
and, on April 27, 1999, the Board of Directors, at a duly noticed meeting,
approved the amendment of the Rights Agreement by unanimous vote.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. The Table of Defined Terms is hereby amended by deleting the term
"Independent Director" therefrom.
2. Section 1(l) is hereby deleted in its entirety and the following is
inserted in lieu thereof:
"[This Section intentionally left blank.]"
3. Section 1(p) is hereby deleted in its entirety and the following is
inserted in lieu thereof:
"(p) "Redemption Date" shall mean the date of the action of the Board of
Directors directing the Company to redeem the Rights pursuant to Section
23(a) hereof or exchange the Rights pursuant to Section 24(a) hereof."
4. Section 1(z) is hereby deleted in its entirety and the following is
inserted in lieu thereof:
"(z) "15% Stockholder" shall mean any Person that, together with all
Affiliates and Associates of such Person, hereafter acquires Beneficial
Ownership of, in the aggregate, a number of Voting Shares of the Company
equal to 1% or more of the Voting Shares then outstanding and thereupon or
thereafter Beneficially Owns 15% or more of the Voting Shares of the
Company then outstanding; provided, however, that the term "15%
Stockholder" shall not include: (i) the Company, any wholly owned
Subsidiary of the Company, any employee benefit plan of the Company or of a
Subsidiary of the Company, or any Person holding Voting Shares for or
pursuant to the terms of any such employee benefit plan; (ii) Xxxxxx X.
Xxxxxxxx; (iii) any currently existing or subsequently established trust of
which Xx. Xxxxxxxx is the settlor , any trustee of any such trust (in such
capacity), or any beneficiary of any such trust (in such capacity and/or as
the recipient of Voting Shares distributed by any such trust; (iv) Standard
Pacific, L.P.; or (v) any Person if such Person would not otherwise be a
15% Stockholder but for a reduction in the number of outstanding Voting
Shares resulting from a stock repurchase program or other similar plan of
the Company or from a self tender offer of the Company, which plan or
tender offer commenced on or after the date hereof, provided, however, that
the term "15% Stockholder" shall include such Person from and after the
first date upon which (A) such Person, since the date of the commencement
of such plan or tender offer, shall have acquired Beneficial Ownership of,
in the aggregate, a number of Voting Shares of the Company equal to 1% or
more of the Voting Shares of the Company then outstanding and (B) such
Person, together with all Affiliates and Associates of such Person, shall
Beneficially Own 15% or more of the Voting Shares of the Company then
outstanding. In calculating the percentage of the outstanding Voting
Shares that are Beneficially Owned by a Person for purposes of this
subsection (z), Voting Shares that are Beneficially Owned by such Person
shall be deemed outstanding, and Voting Shares that are not Beneficially
Owned by such Person and that are subject to issuance upon the exercise or
conversion of outstanding conversion rights, exchange rights, rights (other
than Rights), warrants or options shall not be deemed outstanding. Any
determination made by the Board of Directors as to whether any Person is or
is not a 15% Stockholder shall be conclusive and binding upon all holders
of Rights."
5. Section 3(a) is hereby deleted in its entirety and the following is
inserted in lieu thereof:
"(a) "Distribution Date" shall mean the date, after the date hereof, that
is the earliest of (i) the tenth Business Day (or such later day as shall
be designated by the Board of Directors) following the date of the
commencement of, or the first public announcement of the intent of any
Person (other than the Company, any wholly owned Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary of the
Company, any Person holding Common Shares for or pursuant to the terms of
any such employee benefit plan, or Xxxxxx X. Xxxxxxxx) to commence, a
tender offer or exchange offer, the consummation of which would cause any
Person to become a 15% Stockholder,
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(ii) the date of the first Section 11(a)(ii) Event or (iii) the date of the
first Section 13(a) Event."
6. Section 3(h) is hereby deleted in its entirety and the following is
inserted in lieu thereof:
"(h) Notwithstanding the foregoing provisions of this Section 3, the
Rights Agent shall not send any Right Certificate to any 15% Stockholder or
any of its Affiliates or Associates or to any Person if the Rights Agent
has been notified by the Company that the Rights held by such Person are
Beneficially Owned by a 15% Stockholder or any of its Affiliates or
Associates. Any determination made by the Board of Directors as to whether
any Common Shares are or were Beneficially Owned at any time by a 15%
Stockholder or an Affiliate or Associate of a 15% Stockholder shall be
conclusive and binding upon all holders of Rights."
7. Section 7(b) is hereby amended to replace the phrase "Manufacturers
Hanover Trust Company of California, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx
Xxxxxxx, XX 00000" in the first sentence with the phrase "First Chicago Trust
Company of New York, 525 Washington Boulevard, Third Floor, Jersey City, New
Jersey 07310."
8. Section 7(e) is hereby deleted in its entirety and the following is
inserted in lieu thereof:
"(e) Prior to the Distribution Date, if the Board of Directors shall have
determined that such action adequately protects the interests of the
holders of Rights, the Company may, in its discretion, substitute for all
or any portion of the Preferred Shares that would otherwise be issuable
(after the Close of Business on the Distribution Date) upon the exercise of
each Right and payment of the Exercise Price, (i) cash, (ii) other equity
securities of the Company, (iii) debt securities of the Company, (iv) other
property or (v) any combination of the foregoing, in each case having an
aggregate Current Market Price equal to the aggregate Current Market Price
of the Preferred Shares for which substitution is made. Subject to Section
7(d) hereof, in the event that the Company takes any action pursuant to
this Section 7(e), such action shall apply uniformly to all outstanding
Rights."
9. Section 23(a) is hereby deleted in its entirety and the following is
inserted in lieu thereof:
"(a) Until the earliest of (i) the date of the first Section 11(a)(ii)
Event, (ii) the date of the first Section 13(a) Event or (iii) the
Expiration Date, the Board of Directors may, at its option, direct the
Company to redeem all, but not less than all, of the then outstanding
Rights at a redemption price of $.01 per Right, as such redemption price
shall be appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date hereof (the "Redemption
Price"), and the Company shall so redeem the Rights."
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10. Section 23(b) is hereby deleted in its entirety and the following is
inserted in lieu thereof:
(b) Immediately upon the action of the Board of Directors directing the
Company to redeem the Rights pursuant to subsection (a) of this Section 23,
or at such time and date thereafter as the Board of Directors may specify,
and without any further action and without any notice, the right to
exercise Rights shall terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price. Within 10
Business Days after the date of such action, the Company shall give notice
of such redemption to the holders of Rights by mailing such notice to all
holders of Rights at their last addresses as they appear upon the registry
books of the Rights Agent or, if prior to the Distribution Date, on the
registry books of the transfer agent for the Common Shares. Any notice
that is mailed in the manner herein provided shall be deemed given, whether
or not the holder receives such notice, but neither the failure to give any
such notice nor any defect therein shall affect the legality or validity of
such redemption. Each such notice of redemption shall state the method by
which the payment of the Redemption Price will be made. Neither the
Company nor any of its Affiliates or Associates may, directly or
indirectly, redeem, acquire or purchase for value any Rights in any manner
other than that specifically set forth in Section 24 hereof or in this
Section 23, and other than in connection with the purchase of Common Shares
prior to the earlier of the date of the first Section 11(a)(ii) Event or
the date of the first Section 13(a) Event."
11. Section 24(a) is hereby deleted in its entirety and the following is
inserted in lieu thereof:
"(a) At any time after the 15% Ownership Date and prior to the first date
thereafter upon which a 15% Stockholder, together with all Affiliates and
Associates of such 15% Stockholder, shall be the Beneficial Owner of 50% or
more of the Voting Shares then outstanding, the Board of Directors may, at
its option, direct the Company to exchange all, but not less than all, of
the then outstanding Rights (which shall not include Rights that have
become null and void pursuant to the provisions of Section 7(d) hereof) for
Common Shares at an exchange ratio of one Common Share per Right, as such
exchange ratio shall be appropriately adjusted to reflect any stock split,
stock dividend, or similar transaction involving Preferred Shares or Common
Shares that occurs after the date hereof (the "Exchange Ratio"), and the
Company shall so exchange the Rights."
12. Section 24(b) is hereby deleted in its entirety and the following is
inserted in lieu thereof:
"(b) Immediately upon the action of the Board of Directors directing the
Company to exchange the Rights pursuant to subsection (a) of this Section
24, or at such time and date thereafter as the Board of Directors may
specify, and without any further action and without any notice, the right
to exercise Rights shall terminate and the only right thereafter of the
holder of a Right shall be to receive a number of Common Shares equal to
the Exchange Ratio. Within 10 Business Days after the date of such action,
the Company shall give notice of such exchange to the holders of Rights by
mailing such
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notice to all holders of Rights at their last addresses as they appear upon
the registry books of the Rights Agent or, if prior to the Distribution
Date, on the registry books of the transfer agent for the Common Shares.
Any notice that is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives such notice, but neither the
failure to give any such notice nor any defect therein shall affect the
legality or validity of such exchange. Each such notice of exchange shall
state the method by which the Rights will be exchanged for Common Shares.
Neither the Company nor any of its Affiliates or Associates may, directly
or indirectly, redeem, acquire or purchase for value any Rights in any
manner other than that specifically set forth in Section 23 hereof or in
this Section 24, and other than in connection with the purchase of Common
Shares prior to the earlier of the date of the first Section 11(a)(ii)
Event or the date of the first Section 13(a) Event."
13. Section 26 is hereby amended to replace the address "Manufacturers
Hanover Trust Company of California, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxx
Xxxxxxx, XX 00000 Attention: _________________" for notice to the rights agent
with the address "First Chicago Trust Company of New York, 000 Xxxxxxxxxx
Xxxxxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000 Attention: Corporate
Events."
14. Section 27 is hereby deleted in its entirety and the following is
inserted in lieu thereof:
"(a) The Board of Directors may, from time to time, without the approval
of any holders of Rights, direct the Company and the Rights Agent to
supplement or amend any provision of this Agreement in any manner, whether
or not such supplement or amendment is adverse to any holder of Rights, and
the Company and the Rights Agent shall so supplement or amend such
provision; provided, however, that from and after the earliest of (i) the
date of the first Section 11(a)(ii) Event, (ii) the date of the first
Section 13(a) Event, (iii) the Redemption Date or (iv) the Expiration Date,
this Agreement shall not be supplemented or amended in any manner that
would materially and adversely affect any holder of outstanding Rights
other than a 15% Stockholder or a Surviving Person."
15. Exhibit C is hereby deleted in its entirety and Exhibit C attached
hereto and incorporated herein by reference is inserted in lieu thereof.
16. Except as expressly set forth in this Amendment, all other terms of
the Rights Agreement shall remain in full force and effect.
17. This Amendment shall for all purposes be governed by and construed in
accordance with the laws of the State of Delaware applicable to contracts made
and performed entirely within such state.
18. This Amendment may be executed in any number of counterparts and 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.
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IN WITNESS WHEREOF, the Corporation and the Rights Agent have executed this
Amendment effective as of the date first above written.
Attest: STANDARD PACIFIC CORP.
By: /s/ XXXX X. XXXXXXXXX By: /s/ XXXXXX X. XXXXXX
---------------------------- ----------------------------
Name: Xxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxx
-------------------------- --------------------------
Title: Vice President Title: Vice President-Finance
------------------------- -------------------------
FIRST CHICAGO TRUST COMPANY
Attest: OF NEW YORK
By: /s/ XXXX X. XXXXXX By: /s/ XXXXXX XXXXXXXXXX
---------------------------- ----------------------------
Name: Xxxx X. Xxxxxx Name: Xxxxxx Xxxxxxxxxx
-------------------------- --------------------------
Title: Customer Service Officer Title: Assistant Vice President
------------------------- -------------------------
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EXHIBIT C
SUMMARY OF THE RIGHTS
The Board of Directors of Standard Pacific Corp. (the "Company") has
authorized and declared a dividend of one preferred stock purchase right (a
"Right") for each share of common stock, par value $.01 per share, of the
Company (the "Common Shares") . The dividend was payable at midnight on
December 31, 1991 (the "Record Date") to the holders of record of Common Shares
as of such date.
The following is a brief description of the Rights. It is intended to
provide a general description only and is subject to the detailed terms and
conditions of a Rights Agreement (the "Rights Agreement") dated as of December
31, 1991 by and between the Company and First Chicago Trust Company of New York,
as Rights Agent (the "Rights Agent"), as amended by Amendment no. 1 to Rights
Agreement, dated as of May 12, 1999.
1. Common Share Certificates Representing Rights
Until the Distribution Date (as defined in Section 2 below), (a) the Rights
shall not be exercisable, (b) the Rights shall be attached to and trade only
together with the Common Shares and (c) the stock certificates representing
Common Shares shall also represent the Rights attached to such Common Shares.
Common Share certificates issued after the Record Date and prior to the
Distribution Date shall contain a notation incorporating the Rights Agreement by
reference.
2. Distribution Date
The "Distribution Date" is the earliest of (a) the tenth business day
following the date of the first public announcement that any person (other than
the Company or certain related entities) has become the beneficial owner of 15%
or more of the then outstanding Common Shares (such person is a "15%
Stockholder" and the date of such public announcement is the "15% Ownership
Date"), (b) the tenth business day (or such later day as shall be designated by
the Board of Directors) following the date of the commencement of, or the
announcement of an intention to make, a tender offer or exchange offer, the
consummation of which would cause any person to become a 15% Stockholder or (c)
the first date, on or after the 15% Ownership Date, upon which the Company is
acquired in a merger or other business combination in which the Company is not
the surviving corporation or in which the outstanding Common Shares are changed
into or exchanged for stock or assets of another person, or upon which 50% or
more of the Company's consolidated assets or earning power are sold (other than
in transactions in the ordinary course of business). In calculating the
percentage of outstanding Common Shares that are beneficially owned by any
person, such person shall be deemed to beneficially own any Common Shares
issuable upon the exercise, exchange or conversion of any options, warrants or
other securities beneficially owned by such person; provided, however, that such
Common Shares issuable upon such exercise shall not be deemed outstanding for
the purpose of calculating the percentage of
Common Shares that are beneficially owned by any other person. Notwithstanding
the foregoing, if any person is the beneficial owner of at least 15% of the
outstanding Common Shares on the date of the Rights Agreement, or thereafter
becomes the beneficial owner of at least 15% of the outstanding Common Shares as
a result of any increase in the number of Common Shares issuable upon the
exercise, exchange or conversion of outstanding securities, or any decrease in
the number of outstanding Common Shares resulting from any stock repurchase plan
or self tender offer of the Company, then such person shall not be deemed a "15%
Stockholder" until such person thereafter acquires beneficial ownership of, in
the aggregate, a number of additional Common Shares equal to 1% or more of the
then outstanding Common Shares.
Upon the close of business on the Distribution Date, the Rights shall
separate from the Common Shares, Right certificates shall be issued and the
Rights shall become exercisable to purchase Preferred Shares as described in
Section 5 below.
3. Issuance of Right Certificates
As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of Common Shares as of the close of business on the Distribution Date, and such
separate Right certificates alone shall represent such Rights from and after the
Distribution Date.
4. Expiration of Rights
The Rights shall expire on December 31, 2001 unless earlier redeemed or
exchanged.
5. Exercise of Rights
Unless the Rights have expired or been redeemed or exchanged, they may be
exercised, at the option of the holders, pursuant to paragraphs (a), (b) or (c)
below. No Right may be exercised more than once or pursuant to more than one of
such paragraphs. From and after the first event of the type described in
paragraphs (b) or (c) below, each Right that is beneficially owned by a 15%
Stockholder or that was attached to a Common Share that is subject to an option
beneficially owned by a 15% Stockholder shall be void.
(a) Right to Purchase Preferred Shares. From and after the close of
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business on the Distribution Date, each Right (other than a Right that has
become void) shall be exercisable to purchase one one-hundredth of a share of
Series A Junior Participating Cumulative Preferred Stock, par value $.01 per
share, of the Company (the "Preferred Shares"), at an exercise price of $40 (the
"Exercise Price"). Prior to the Distribution Date, the Company may substitute
for all or any portion of the Preferred Shares that would otherwise be issuable
upon exercise of the Rights, cash, assets or other securities having the same
aggregate value as such Preferred Shares. The
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Preferred Shares are nonredeemable and, unless otherwise provided in connection
with the creation of a subsequent series of preferred stock, are subordinate to
any other series of the Company's preferred stock, whether issued before or
after the issuance of the Preferred Shares. The Preferred Shares may not be
issued except upon exercise of Rights. The holder of a Preferred Share is
entitled to receive when, as and if declared, the greater of (i) cash and non-
cash dividends in an amount equal to 100 times the dividends declared on each
Common Share or (ii) a preferential annual dividend of $1.00 per Preferred Share
($.01 per one one-hundredth of a Preferred Share). In the event of liquidation,
the holders of Preferred Shares shall be entitled to receive a liquidation
payment in an amount equal to the greater of (1) $1.00 per Preferred Share ($.01
per one one-hundredth of a Preferred Share), plus all accrued and unpaid
dividends and distributions on the Preferred Shares, or (2) an amount equal to
100 times the aggregate amount to be distributed per Common Share. Each
Preferred Share has 100 votes, voting together with the Common Shares. In the
event of any merger, consolidation or other transaction in which Common Shares
are exchanged, the holder of a Preferred Share shall be entitled to receive 100
times the amount received per Common Share. The rights of the Preferred Shares
as to dividends, voting and liquidation preferences are protected by
antidilution provisions. It is anticipated that the value of one one-hundredth
of a Preferred Share should approximate the value of one Common Share.
(b) Right to Purchase Common Shares of the Company. From and after the
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close of business on the tenth business day following the 15% Ownership Date,
each Right (other than a Right that has become void) shall be exercisable to
purchase, at the Exercise Price (initially $40), Common Shares with a market
value equal to two times the Exercise Price. If the Company does not have
sufficient Common Shares available for all Rights to be exercised, the Company
shall substitute for all or any portion of the Common Shares that would
otherwise be issuable upon the exercise of the Rights, cash, assets or other
securities having the same aggregate value as such Common Shares.
(c) Right to Purchase Common Stock of a Successor Corporation. If, on or
---------------------------------------------------------
after the 15% Ownership Date, (i) the Company is acquired in a merger or other
business combination in which the Company is not the surviving corporation, (ii)
the Company is the surviving corporation in a merger or other business
combination in which all or part of the outstanding Common Shares are changed
into or exchanged for stock or assets of another person or (iii) 50% or more of
the Company's consolidated assets or earning power are sold (other than in
transactions in the ordinary course of business), then each Right (other than a
Right that has become void) shall thereafter be exercisable to purchase, at the
Exercise Price (initially $40), shares of common stock of the surviving
corporation or purchaser, respectively, with an aggregate market value equal to
two times the Exercise Price.
6. Adjustments to Prevent Dilution
The Exercise Price, the number of outstanding Rights and the number of
Preferred Shares or Common Shares issuable upon exercise of the Rights are
subject to adjustment from time to time as set forth in the Rights Agreement in
order to prevent dilution.
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7. Cash Paid Instead of Issuing Fractional Securities
With certain exceptions, no adjustment in the Exercise Price shall be
required until cumulative adjustments require an adjustment of at least 1%. No
fractional securities shall be issued upon exercise of a Right (other than
fractions of Preferred Shares that are integral multiples of one one-hundredth
of a Preferred Share and that may, at the election of the Company, be evidenced
by depositary receipts) and in lieu thereof, an adjustment in cash shall be made
based on the market price of such securities on the last trading date prior to
the date of exercise.
8. Redemption
At any time prior to the earlier of (a) the tenth business day following
the 15% Ownership Date or (b) the first event of the type described in Section
5(c) above, the Board of Directors may, at its option, direct the Company to
redeem the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), and the Company shall so redeem the Rights. Immediately
upon such action by the Board of Directors (the date of such action is the
"Redemption Date"), the right to exercise Rights shall terminate and the only
right of the holders of Rights thereafter shall be to receive the Redemption
Price.
9. Exchange
At any time after the 15% Ownership Date and prior to the first date
thereafter upon which a 15% Stockholder shall be the beneficial owner of 50% or
more of the outstanding Common Shares, the Board of Directors may, at its
option, direct the Company to exchange all, but not less than all, of the then
outstanding Rights for Common Shares at an exchange ratio of one Common Share
per Right (the "Exchange Ratio"), and the Company shall so exchange the Rights.
Immediately upon such action by the Board of Directors, the right to exercise
Rights shall terminate and the only right of the holders of Rights thereafter
shall be to receive a number of Common Shares equal to the Exchange Ratio.
10. No Stockholder Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, shall have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.
11. Amendment of Rights Agreement
The Board of Directors may, from time to time, without the approval of any
holder of Rights, direct the Company and the Rights Agent to supplement or amend
any provision of the Rights Agreement in any manner, whether or not such
supplement or amendment is adverse to
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any holder of Rights, and the Company and the Rights Agent shall so supplement
or amend such provision; provided, however, that from and after the earliest of
(a) the tenth business day following the 15% Ownership Date, (b) the first event
of the type described in Section 5(c) above, or (c) the Redemption Date, the
Rights Agreement shall not be supplemented or amended in any manner that would
materially and adversely affect any holder of outstanding Rights other than a
15% Stockholder.
CA991160.078/3+
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