EXHIBIT 13
AMENDMENT No. 3 TO THE RIGHTS AGREEMENT
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Amendment No. 3 to the Rights Agreement, dated as of August 20, 1998 (the
"Amendment No. 3"), by and between AMP Incorporated, a Pennsylvania corporation
(the "Company"), and ChaseMellon Shareholder Services L.L.C., a limited
liability company organized under the laws of the State of New Jersey (the
"Rights Agent").
WHEREAS, on October 28, 1989 the Company and Manufacturers Hanover Trust
Company, a New York corporation ("MHTCo"), entered into a Rights Agreement
("the Original Agreement");
WHEREAS, on September 4, 1992, the Company and Chemical Bank (as successor
to MHTCo.) entered into Amendment No. 1 to the Rights Agreement and on August
12, 1998, the Company and ChaseMellon Shareholder Services L.L.C. (as successor
to Chemical Bank) entered into Amendment No. 2 to the Rights Agreement (the
Original Agreement, as amended by each of the amendments is hereinafter referred
to as the "Agreement" and the terms of which are incorporated herein by
reference and made a part hereof); and
WHEREAS, the Company, with the approval of the Board of Directors of the
Company, and the Rights Agent have mutually agreed to modify the terms of the
Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, and intending to be legally bound hereby, the parties hereto
agree that the Agreement shall be and hereby is amended in the following manner:
Section 1. Amendment of "Certain Definitions" Section.
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(a) The definition of "Qualifying Offer" contained in Section 1 of
the Agreement is hereby amended by adding after the word "shareholders" and
before the period, the following:
", provided that the offer shall have been consummated at a time when the
Rights are redeemable in accordance with Section 23(a) hereof.
Section 2. Amendment of "Issue of Rights Certificates" Section. The first
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sentence of paragraph (a) of Section 3 of the Agreement is hereby amended, in
its entirety, to read as follows:
"Until the earliest of (i) the close of business on the tenth Business Day
after the Stock Acquisition Date, (ii) the close of business on the tenth
Business Day (or such later date as the Board shall determine) after the date
that a tender or exchange offer by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such plan) is
first published or sent or given within the meaning of Rule 14d-2(a) of the
General Rules and Regulations under the Exchange Act, if upon consummation
thereof, such Person would be an Acquiring Person, or (iii) the date on which
the Rights Certificates (as hereinafter defined) are distributed in accordance
with Section 13(e) hereof (the earliest of (i), (ii), and (iii) being herein
referred to as the "Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of paragraph (b) of this Section 3) by the holders of
the Common Stock (which Certificates for common Stock shall be deemed also to be
certificates for Rights) and not by separate certificates, and (y) the Rights
will be transferable only in connection with the transfer of the underlying
shares of Common Stock (including a transfer to the Company)."
Section 3. Amendment of "Consolidation, Merger or Sale or Transfer of
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Assets, Cash Flow or Earning Power" Section. The first sentence of paragraph
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(a) of Section 13 of the Agreement is hereby amended by deleting the phrase
"following the Stock Acquisition Date and by adding in clause (y) of such
paragraph after the word "property" and before the comma the following:
"or the shares of Common Stock held by stockholders of the Company
immediately prior to the consummation of the transaction which remain
outstanding shall constitute less than 50% of the total number of shares of
Common Stock outstanding immediately following consummation of the
transaction".
Section 13 is further amended by adding at the end thereof a new paragraph
(e) to read as follows:
"(e) The Company covenants and agrees not to consummate a transaction
constituting a Section 13 Event, unless a Distribution Date shall have occurred
as a
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result of the actions described in clauses (i) or (ii) of Section 3(a) hereof or
as a result of the Board of Directors taking all actions as may be necessary to
cause Rights Certificates to be distributed as contemplated by clause (iii) of
Section 3(a) hereof."
Section 4. Amendment of "Redemption and Termination" Section. Paragraph
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(a) of Section 23 of the Agreement is hereby amended, in its entirety, to read
as follows:
"(a) The Board of Directors of the Company may, at its option, at any time
prior to the earliest of (i) the close of business on the tenth Business Day
following the Stock Acquisition Date (or, if the Stock Acquisition Date shall
have occurred prior to the Record Date, the close of business on the tenth
Business Day following the Record Date), (ii) the Final Expiration Date, or
(iii) if any Person shall have announced an intention to engage in a transaction
which, if successful, would have resulted in (A) such Person becoming an
Acquiring Person or (B) a Section 13 Event (in either case which was not
solicited in advance by the Board of Directors) (collectively, an "Unsolicited
Acquisition Proposal"), the first time thereafter at which there is a change in
the directors in office (including as a result, in whole or in part, of an
increase in the size of the Board and the election of new directors) such that
persons who were disinterested directors (as such term is defined in Section
1715(e) of the Pennsylvania BCL) immediately prior to the first such Unsolicited
Acquisition Proposal (together with any successors thereto who were approved by
the Board of Directors prior to their election) do not constitute a majority of
the members of the Board of Directors, redeem all but not less than all the then
outstanding Rights at a redemption price of $.01 per Right, as such amount may
be appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such redemption price being
hereinafter referred to as the "Redemption Price"). Notwithstanding anything
contained in this Agreement to the contrary, the Rights shall not be exercisable
after the first occurrence of a Section 11(a)(ii) Event until such time as the
Company's right of redemption hereunder has expired. The Company may, at its
option, pay the Redemption Price in cash, shares of Common Stock (based on the
Current Market Price as defined in Section 11(d) hereof, of the Common Stock at
the time of redemption) or any other form of consideration deemed appropriate by
the Board of Directors of the Company."
Section 5. Amendment to "Supplements and Amendments" Section. Section 26
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of the Agreement is amended, in its entirety, to read as follows:
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"Prior to the Distribution Date and subject to the penultimate sentence of
this Section 26, the Company and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of this Agreement without the
approval of any holders of certificates representing shares of Common Stock. In
addition, the Company and the Rights Agent shall at any time, if the Company so
directs, supplement or amend this Agreement without the approval of any
holders of Rights Certificates in order (i) to cure ambiguity, (ii) to correct
or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to shorten or lengthen any
time period hereunder or (iv) to change or supplement the provisions hereunder
in any manner which the Company may deem necessary or desirable and which shall
not adversely affect the interests of the holders of Rights Certificates (other
than an Acquiring Person). Upon the delivery of a certificate from an
appropriate officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section 26, the Rights Agent
shall execute such supplement or amendment. Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident with the interests
of the holders of Common Stock. The foregoing notwithstanding, no amendment of
this Agreement may be effected at a time when the Rights are not redeemable,
except as permitted by clauses (i) or (ii) of the second sentence of this
Section 26."
Section 6. Rights Agreement as Amended. The term "Agreement" as used in
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the Agreement shall be deemed to refer to the Agreement as amended hereby and
shall be effective as of the date hereof. All references hereinafter to
Amendment No. 3 shall be deemed to refer to this Amendment No. 3. It is
expressly understood and agreed that except as provided above, all terms,
conditions and provisions contained in the Agreement shall remain in full force
and effect without any further change or modification whatsoever.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: AMP Incorporated
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇
By:__________________________ By:_______________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Corporate Secretary Title: Chairman and Chief
Executive Officer
Attest: ChaseMellon Shareholder
Services L.L.C.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By:_________________________ By:______________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Vice President
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