Exhibit 2
---------
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of March 14, 2000,
to the Rights Agreement (the "Rights Agreement"), dated as of May 22, 1997,
between Cordant Technologies Inc., a Delaware corporation (formerly known as
Thiokol Corporation) (the "Company"), and First Chicago Trust Company of New
York (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 proposes to enter into an Agreement and Plan
of Merger (the "Merger Agreement"), dated as of March 14, 2000, among Alcoa
Inc., a Pennsylvania corporation ("Alcoa"), Omega Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Alcoa ("Merger Sub"),
and the Company; and
WHEREAS, the Board of Directors of the Company has determined that
the Offer, the Merger (each such term as defined in the Merger Agreement) and
the other transactions contemplated by the Merger Agreement are fair to and in
the best interests of the Company and its stockholders; and
WHEREAS, the Board of Directors of the Company has determined, in
connection with its contemplation of the Merger Agreement, that it is necessary
and desirable to amend the Rights Agreement to exempt the Merger Agreement and
the transactions contemplated thereby (including the Offer and the Merger) from
the application of the Rights Agreement as set forth in this Amendment.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as
follows:
1. Section 1(a) of the Rights Agreement is hereby amended and
supplemented by adding the following sentence at the end thereof:
"Notwithstanding the foregoing, neither Alcoa Inc., a Pennsylvania
corporation ("Parent"), nor Omega Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
shall become an Acquiring Person as a result of the execution,
delivery or performance of the Agreement and Plan of Merger, dated
as of March 14, 2000, among Parent, Merger Sub and the Company (as
it may be amended or supplemented from time to time, the "Merger
Agreement"), the announcement, making or consummation of the Offer
(as defined in the Merger Agreement), the acquisition of Common
Shares pursuant to
the Offer or the Merger (as defined in the Merger Agreement), the
consummation of the Merger or any other transaction contemplated
by the Merger Agreement."
2. Section 3(a) of the Rights Agreement is hereby amended and
supplemented by adding the following sentence immediately following
the first sentence thereof:
"Notwithstanding the foregoing, so long as the Merger Agreement has
not been terminated pursuant to Section 7.1 thereof, a Distribution
Date shall not occur or be deemed to occur as a result of the
execution, delivery or performance of the Merger Agreement, the
announcement, making or consummation of the Offer, the acquisition
of Common Shares pursuant to the Offer or the Merger, the
consummation of the Merger or any other transaction contemplated by
the Merger Agreement."
3. Section 7(a) of the Rights Agreement is hereby amended to read 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 executed, to the Rights
Agent at the principal office of the Rights Agent, together with
payment of the Purchase Price for each one one-hundredth of a
Preferred Share as to which the Rights are exercised, at or prior to
the earliest of (i) the earlier of (x) the Close of Business on May
30, 2007 and (y) the time immediately prior to the consummation of
the Offer (such earlier time, the "Final Expiration Date"), (ii) the
time at which the Rights are redeemed as provided in Section 23
hereof (the "Redemption Date"), or (iii) the time at which such
Rights are exchanged as provided in Section 24 hereof."
4. Section 13 of the Rights Agreement is hereby amended and
supplemented by adding the following sentence at the end thereof:
"Notwithstanding the foregoing, this Section 13 shall not apply to
the Merger."
5. 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 to be made and performed entirely within such State.
6. 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.
-2-
7. In all respects not inconsistent with the terms and provisions of
this Amendment, the Rights Agreement is hereby ratified, adopted,
approved and confirmed. In executing and delivering this Amendment,
the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and
conditions of the Rights Agreement.
8. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment, and of the
Rights Agreement, shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
* * *
-3-
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: CORDANT TECHNOLOGIES INC.
By: /s/ Xxxxx X. North By: /s/ Xxxxx X. Xxxxxx
----------------------------- --------------------------------
Name: Xxxxx X. North Name: Xxxxx X. Xxxxxx
Title: Corporate Secretary Title: Chairman, President and
Chief Executive Officer
Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxxx X. Xxxxx
----------------------------- --------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxxxxxx X. Xxxxx
Title: Assistant Vice President Title: Vice President
-4-
