Exhibit 2
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2, dated as of September 30, 1999, to the Rights
Agreement, (the "Amendment") dated as of February 28, 1999 by and between Cyprus
Amax Minerals Company (the "Company") and The Bank of New York (as Rights Agent)
(the "Rights Agreement").
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 September 30, 1999, among the Company, Xxxxxx
Dodge Corporation, and CAV Corporation, as the same may be amended from time to
time (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 determined that the Cyprus
Offer, the Cyprus Merger 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 has determined that it is in
the best interest of the Company and its stockholders to amend the Rights
Agreement to exempt the Merger Agreement and the transactions contemplated
thereby from the application of the Rights Agreement.
NOW, THEREFORE, the Company hereby amends the Rights Agreement
as follows:
1. The first sentence of 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 of any Subsidiary of the
Company, or any entity holding Common Shares for or pursuant
to the terms of any such plan; provided, however, that,
notwithstanding the foregoing, neither Xxxxxx Dodge
Corporation, a New York corporation ("Parent"), CAV
Acquisition Corp., a Delaware corporation ("Sub"), nor any
other Person, shall be deemed to be an Acquiring Person by
virtue of the Agreement and Plan of Merger (as it may be
amended or
supplemented from time to time, the "Merger Agreement") to
be entered into as of September 30, 1999, among the Company,
Parent, and Sub, or as a result of the consummation of the
exchange offer or the other transactions contemplated
thereby."
2. 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 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 Close of Business on March 1, 2009 (the
"Final Expiration Date"), (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof (the "Redemption
Date"), (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof, or (iv) the time immediately
prior to the merger of the Company and Sub contemplated by the
Merger Agreement."
3. Section 15 of the Rights Agreement is hereby modified and
amended to add the following sentence at the end thereof:
"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."
* * *
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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.
CYPRUS AMAX MINERALS COMPANY
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Senior Vice President
THE BANK OF NEW YORK (as Rights Agent)
By: /s/ Xxxxxx Xxxxx
---------------------------------
Name: Xxxxxx Xxxxx
Title: Assistant Treasurer
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