AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of November 3, 1999 (this "Amendment"),
to the Rights Agreement, dated as of October 13, 1999, between AMERICAN HOME
PRODUCTS CORPORATION, a Delaware Corporation (the "Company"), and
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a New Jersey limited liability
company, as Rights Agent (the "Rights Agent"), as amended (the "Rights
Agreement"). Capitalized terms used herein without definition shall have the
meanings given to them in the Rights Agreement.
WITNESSETH:
WHEREAS, the Board of Directors of the Company has authorized and
declared a dividend distribution of one Right for each Common Share
outstanding as of the close of business on October 18, 1999, each Right
representing the right to purchase one one-thousandth (subject to adjustment)
of a share of Preferred Stock, upon the terms and subject to the conditions
set forth in the Rights Agreement;
WHEREAS, the Rights remain issued and outstanding and the Rights
Agreement remains in effect with respect thereto;
WHEREAS, no Distribution Date, Redemption Date or Final Expiration
Date has occurred;
WHEREAS, the Company, Xxxxxx-Xxxxxxx Company ("Xxxxxx-Xxxxxxx"), a
Delaware corporation and Wolverine Sub Corp., a Delaware corporation ("Sub")
and direct wholly owned subsidiary of the Company have entered into an
Agreement and Plan of Merger, dated as of the date hereof, (the "Merger
Agreement"), providing for, among other things, a merger (the "Merger") of
Sub with and into Xxxxxx-Xxxxxxx.
WHEREAS, contemporaneously with the execution and delivery of the
Merger Agreement, (i) as a condition and inducement to the Company's
willingness to enter into the Merger Agreement and the Company Stock Option
Agreement referred to below, the Company and Xxxxxx-Xxxxxxx are entering into
a Stock Option Agreement dated as of the date hereof (the "Xxxxxx-Xxxxxxx
Stock Option Agreement") pursuant to which Xxxxxx-Xxxxxxx is granting to the
Company an option to purchase shares of Xxxxxx-Xxxxxxx common stock, par
value $1.00 per share (the "Xxxxxx-Xxxxxxx Stock Option Agreement") and
Xxxxxx-Xxxxxxx and the Company are entering into a Stock Option Agreement
dated as of the date hereof (the "Company Stock Option Agreement", and
together with the Xxxxxx-Xxxxxxx Stock Option Agreement, the "Stock Option
Agreements"), pursuant to which the Company is granting to Xxxxxx-Xxxxxxx an
option to purchase Common Shares;
WHEREAS, the Company desires to amend the Rights Agreement to
provide that Xxxxxx-Xxxxxxx shall not be an Acquiring Person for purposes of
the Rights Agreement in connection with (i) the Merger of Sub with and into
Xxxxxx-Xxxxxxx in accordance with the terms of the Merger Agreement and (ii)
the purchase by Xxxxxx-Xxxxxxx of any Common Shares in accordance with the
terms of Company Stock Option Agreement.
WHEREAS, in accordance with Section 27 of the Rights Agreement, the
Company has certified to the Rights Agent that this Amendment is in
compliance with the Rights Agreement and has directed the appropriate
officers of the Company to take all appropriate steps to execute and deliver
this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Amendments to Rights Agreement. (a) Section 1 of the Rights
Agreement is hereby amended to add the following sentence at the end of the
definition of "Acquiring Person" thereof:
"Notwithstanding anything in this Agreement to the contrary,
neither Xxxxxx-Xxxxxxx nor any of its Affiliates or Associates shall be
deemed to be an Acquiring Person solely by reason of the approval,
execution, delivery or performance of the Merger Agreement, the Company
Stock Option Agreement or the consummation of the Merger."
(b) Section 1 of the Rights Agreement is hereby amended to add the
following sentence at the end of the definition of "Shares Acquisition Date"
thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Shares Acquisition Date shall not be deemed to have occurred solely as
the result of the approval, execution, delivery or performance of the
Merger Agreement, the Company Stock Option Agreement or the consummation
of the Merger."
(c) Section 1 of the Rights Agreement is amended to add the
following provisions at the end thereof:
"For purposes of this Agreement:
"Company Stock Option Agreement" shall mean the Stock Option
Agreement, dated as of November 3, 1999 by and between the Company,
as Issuer and Xxxxxx-Xxxxxxx, as Grantee, as amended from time to
time in accordance with its terms;
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"Effective Time" shall have the meaning set forth in the
Merger Agreement;
"Merger" shall have the meaning assigned to such term in the
Merger Agreement;
"Merger Agreement" shall mean the Agreement and Plan of Merger
dated as of November 3, 1999 among, the Company, Wolverine Sub
Corp., a Delaware corporation and direct wholly owned subsidiary of
the Company and Xxxxxx-Xxxxxxx, as amended from time to time in
accordance with its terms;
"Xxxxxx-Xxxxxxx" shall mean Xxxxxx-Xxxxxxx Company, a Delaware
corporation;"
(d) Section 3(a) of the Rights Agreement is hereby amended to add
the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as the
result of the approval, execution, delivery or performance of the Merger
Agreement, the Company Stock Option Agreement or the consummation of the
Merger."
(e) Section 7(a) of the Rights Agreement is hereby amended by
deleting the word "or" immediately preceding clause (iii) and replacing such
word "," and by adding the following at the end of clause (iii): "or (iv) the
Effective Time of the Merger."
2. Effectiveness. This Amendment shall be deemed to be in force
and effect immediately prior to the execution and delivery of each of the
Merger Agreement and the Stock Option Agreements. Except as amended hereby,
the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
3. Governing Law. 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 made and to be performed entirely within such State.
4. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall together constitute but one
and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the day and year first above written.
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Chairman, President and
Chief Executive Officer
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
as Rights Agent
By: /s/ Xxxxx Sandauer
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Name: Xxxxx Sandauer
Title: Vice President
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