Exhibit 99.1
FIRST AMENDMENT TO THE RIGHTS AGREEMENT
---------------------------------------
This First Amendment to the Rights Agreement (this
"Amendment") is entered into this 25th day of June, 2004 by and
between Xxxxx, Inc., a Texas corporation, f/k/a Xxxxx Business
Forms, Inc. (the "Company") and Computershare Investor Services
LLC (the "Rights Agent"), as the successor Rights Agent to Xxxxxx
Trust and Savings Bank, an Illinois corporation.
BACKGROUND
----------
On November 4, 1998, the Company and the Rights Agent
entered into a Rights Agreement (the "Rights Agreement"), with
Xxxxxx Trust and Savings Bank. On June 15, 2000, Computershare
Investor Services LLC acquired certain operations from Xxxxxx
Trust and Savings Bank, and became the successor Rights Agent
under the Rights Agreement. As permitted by Section 27 of the
Rights Agreement, the Company and the Rights Agent now desire to
amend certain provisions of the Rights Agreement as set forth
below.
The parties, intending to be legally bound, agree as
follows:
1. Except as specifically amended by this Amendment, the
Rights Agreement shall continue in full force and effect in
accordance with its terms.
2. Effective as of June 25, 2004, Section 1(a) of the
Rights Agreement is hereby amended and restated in its entirety
as follows:
(a) "Acquiring Person" shall mean any Person (as
such term is hereinafter defined) who or which,
together with all Affiliates and Associates (as such
terms are hereinafter defined) of such Person, shall
be the Beneficial Owner (as such term is hereinafter
defined) of fifteen percent (15%) or more of the
Common Shares of the Company then outstanding, but
shall not include the Company, any Subsidiary (as
such term is hereinafter defined) of the Company, any
1
employee benefit plan of the Company or any
Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of any
such plan. Notwithstanding the foregoing, no Person
shall become an "Acquiring Person" as the result of
(i) an acquisition of Common Shares by the Company
which, by reducing the number of shares outstanding,
increases the proportionate number of shares
beneficially owned by such Person to fifteen percent
(15%) or more of the Common Shares of the Company
then outstanding; provided, however, that if a Person
shall become the Beneficial Owner of fifteen percent
(15%) or more of the Common Shares of the Company
then outstanding by reason of share purchases by the
Company and shall, after such share purchases by the
Company, become the Beneficial Owner of any
additional Common Shares of the Company, then such
Person shall be deemed to be an "Acquiring Person";
or (ii) an acquisition of beneficial ownership of
Common Shares by a Person pursuant to the Agreement
and Plan of Merger dated as of June 25, 2004, by and
among the Company, Midlothian Holdings LLC, and
Centrum Acquisition, Inc. (the "Merger Agreement"),
that causes such Person to become the Beneficial
Owner of fifteen percent (15%) or more of the Common
Shares of the Company outstanding immediately upon
consummation of the Merger Agreement; provided,
however, that if a Person shall become the Beneficial
Owner of fifteen percent (15%) or more of the Common
Shares of the Company then outstanding by reason of
the Merger Agreement and shall, after the date of the
Merger Agreement, become the Beneficial Owner of any
additional Common Shares of the Company (other than
by reason of an acquisition described in clauses (i)
or (iii) of this definition), then such Person shall
be deemed to be an "Acquiring Person"; or (iii) an
acquisition of beneficial ownership of options
granted to a non-executive director of the Company
pursuant to a stock option plan adopted by the
Company, or of Common Shares of the Company issued or
that may be issued upon exercise of such options.
Notwithstanding the foregoing, if the Board of
Directors of the Company determines in good faith
that a Person who would otherwise be an "Acquiring
Person", as defined pursuant to the foregoing
provisions of this paragraph (a), has become such
inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so
that such Person would no longer be an "Acquiring
Person," as defined pursuant to the foregoing
provisions of this paragraph (a), then such Person
shall not be deemed to be an "Acquiring Person" for
any purposes of this Agreement.
3. Capitalized terms used but not otherwise defined in
this Amendment shall have the meanings given to them in the
Rights Agreement.
[Signature page follows]
2
IN WITNESS WHEREOF, the undersigned have executed this First
Amendment to the Rights Agreement as of the date first written
above.
COMPANY:
Xxxxx, Inc.
By: /s/ Xxxxx Xxxxxx
-----------------------
Name: Xxxxx Xxxxxx
Title: VP & Secretary
RIGHTS AGENT:
Computershare Investor Services LLC
By: /s/ Xxxx Xxxxxx
-----------------------
Name: Xxxx Xxxxxx
Title: Relationship Manager
