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EXHIBIT 7
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT ("Amendment") is made as of April
22, 1998 by and between Xxxxxxxx Restaurants Inc., a Georgia corporation (the
"Company"), and SunTrust Bank, N.A., as Rights Agent under that certain Rights
Agreement dated as of March 2, 1996, as heretofore amended or supplemented (the
"Rights Agreement").
WHEREAS, the Company, Piccadilly Cafeterias, Inc., a Louisiana
corporation ("Parent"), and Piccadilly Acquisition Corporation, a Georgia
corporation and a wholly-owned subsidiary of Parent (the "Merger Sub"), have
entered into a Plan and Agreement of Merger dated April 22, 1998 (the "Merger
Agreement"), pursuant to which (i) the Company will be acquired by Parent
through a merger (the "Merger") of Merger Sub with the Company and (ii) Parent
and Merger Sub will make an initial tender offer (the "Tender Offer") pursuant
to which the shareholders of the Company will receive $5.00 in cash for each
share of Common Stock and associated Right tendered;
WHEREAS, the Board of Directors has approved the Merger Agreement and
the transactions contemplated thereby, and has determined that the Rights
Agreement be amended to permit the consummation of the Tender Offer without the
distribution of Rights Certificates (as defined in the Rights Agreement) and to
provide for the termination of the Rights Agreement upon the consummation of
the Merger;
WHEREAS, Section 26 of the Rights Agreement provides that the Company
and the Rights Agent may amend the Rights Agreement without the approval of the
holders of the Rights in any respect provided that at the time of the Amendment
an Acquiring Person (as defined in Rights Agreement) does not exist;
WHEREAS, the Board of Directors of the Company approved and adopted
this Amendment by resolutions adopted on April 21, 1998;
NOW, THEREFORE, the Company and the Rights Agent hereby amend the
Rights Agreement as follows:
1. The following is hereby added as the last sentence of Section
3(a):
The provisions of this Section 3(a) notwithstanding, no Stock
Acquisition Date or Distribution Date shall occur, and no
Person (including, but not limited to, the Parent and the
Merger Sub, as these terms are defined hereinbelow) shall be
deemed an Acquiring Person, as a result of (i) the
commencement of, or the public announcement of the intention
of Piccadilly Cafeterias, Inc., a Louisiana corporation
("Parent"), and Piccadilly Acquisition Corporation, a Georgia
corporation and wholly-owned subsidiary of Parent ("Merger
Sub"), to commence, a tender offer
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for the Common Stock of the Company and associated Rights
pursuant to, and in compliance with the terms of, the Plan and
Agreement of Merger dated April 22, 1998 (the "Merger
Agreement") among the Company, Parent and Merger Sub, or (ii)
the consummation of either such tender offer or the merger
(the "Merger") as contemplated in the Merger Agreement.
2. The following is hereby added as the last sentence of Section
11(a)(ii):
The provisions of this Section 11(a)(ii) to the contrary
notwithstanding, the consummation of the Merger as
contemplated in the Merger Agreement shall not constitute a
Triggering Event as described in this Section 11(a)(ii) and
the entering into the Merger Agreement by the Company and the
consummation of the Merger and the other transactions
contemplated by the Merger Agreement shall not be precluded by
the provisions of this Section 11(a)(ii).
3. The following is hereby added as the last sentence of Section
13:
The provisions of this Section 13 to the contrary
notwithstanding, the consummation of the Merger as
contemplated in the Merger Agreement shall not constitute a
Triggering Event as described in this Section 13 and the
entering into the Merger Agreement by the Company and the
consummation of the Merger and the other transactions
contemplated by the Merger Agreement shall not be precluded by
the provisions of this Section 13, nor shall the Company be
required to comply with the procedures set forth above in this
Section 13 in connection therewith.
4. The following is hereby added as new Section 33:
Section 33. Termination.
Notwithstanding any other provision of the Rights Agreement, the
Rights Agreement shall terminate, and all Rights issued thereunder shall
expire, without payment of any fee or other consideration or to any holder of
Common Stock, any holder of Rights, or any other Person, effective immediately
upon the consummation of the Merger pursuant to the Merger Agreement.
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Rights Agreement.
(Remainder of page left intentionally blank.)
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date and year first shown above.
XXXXXXXX RESTAURANTS INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
SUNTRUST BANK, N.A., as Rights Agent
By: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: Assistant Vice President
