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Document Preview Rights Agreement [Amendment No. 3] |
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Title: |
Rights Agreement [Amendment No. 3] |
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Date: |
2003 |
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Preview shows 6KB of 21KB total |
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$42 |
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ID: |
#330675 |
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THIRD AMENDMENT TO THE RIGHTS AGREEMENT
BETWEEN
ALBERTSON'S, INC.
AND
AMERICAN STOCK TRANSFER & TRUST COMPANY
This agreement, made this 26th day of September, 2003, between Albertson's,
Inc. ("Albertson's") and American Stock Transfer & Trust Company ("AST&TC"),
successor to ChaseMellon Shareholder Services, L.L.C. ("CMSS"), as rights agent,
amends the Rights Agreement, dated as of December 9, 1996, between Albertson's
and CMSS (the "Rights Agreement"), as heretofore amended.
WHEREAS, the Board of Directors of Albertson's believes it is in the best
interests of the shareholders of Albertson's to amend the Rights Agreement as
set forth below, and
WHEREAS, under the present circumstances, Section 27 of the Rights
Agreement permits the amendment of the Rights Agreement, and
WHEREAS, Albertson's has directed AST&TC to enter into this agreement,
NOW THEREFORE, intending to be legally bound, Albertson's and AST&TC hereby
agree that the Rights Agreement and the exhibits thereto shall be amended as set
forth below.
1. Section 1(a) of the Rights Agreement is hereby amended in its entirety
to read 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 shares of Common Stock then
outstanding, but shall not include (i) the Company, (ii) any
Subsidiary of the Company, (iii) any employee benefit plan of the
Company, or of any Subsidiary of the Company, (iv) any Person or
entity organized, appointed or established by the Company for or
pursuant to the terms of any such plan, or (v) any Person who becomes
the Beneficial owner of fifteen percent (15%) or more of the shares of
Common Stock then outstanding as a result of a reduction in the number
of shares of Common Stock outstanding, unless and until such Person
thereafter acquires beneficial ownership of additional shares of
Common Stock representing one percent (1%) or more of the shares of
Common Stock then outstanding, other than as a result of a stock
dividend, stock split or similar transaction effected by the Company
in which all holders of Common Stock are treated equally, or (vi) any
such Person who has reported or is required to report such ownership
(but less than 20%) on Schedule 13G under the Securities and Exchange
Act of 1934, as amended and in effect on the date of the Agreement
(the "Exchange Act") (or any comparable or successor report) or on
Schedule 13D under the Exchange Act (or any comparable or successor
report) which Schedule 13D does not state any intention to or reserve
the rights to control or influence the management or policies of the
Company or engage in any of the actions specified in Item 4 of such
schedule (other than the disposition of the Common Stock) and, within
10 Business Days of being requested by the Company to advise it
regarding the same, certifies to the Company that such Person acquired
shares of Common Stock in excess of 14.9% inadvertently or without
knowledge of the terms of the Rights and who or which, together with
all Affiliates and Associates of such Person, thereafter does not
acquire beneficial ownership of additional shares of Common Stock
while the Beneficial Owner of 15% or more of the shares of Common
Stock then outstanding, other than as a result of a stock dividend,
stock split or similar transaction effected by the Company in which
all holders of Common Stock are treated equally, provided, however,
-------- --------
that if the Person requested to so certify fails to do so within 10
Business Days, then such Person shall become an Acquiring Person
immediately after such 10-Business-Day period."
{PAGE}
2. Section 1(b) of the Rights Agreement, which defines the term
"Acquisition Transaction," is hereby deleted in its entirety, all
cross-references to such section are deemed to be deleted, all subsequent
subsections of Section 1 are renumbered accordingly, and all cross-references to
such renumbered sections are changed to refer to such subsections as if
renumbered.
3. Section 1(d) of the Rights Agreement, which defines the term "Beneficial
Owner," is hereby amended in its entirety to read as follows:
"(d) A Person shall be deemed the "Beneficial Owner" of, and
shall be deemed to "beneficially own," any securities:
(i) which such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to acquire (whether
such right is exercisable immediately or after the passage of time)
pursuant to any agreement, arrangement or understanding (whether or
not in writing) or upon the exercise of conversion rights, exchange
rights, rights, warrants or options, or otherwise; provided, however,
that a Person shall not be deemed the "Beneficial Owner" of, or to
"beneficially own," (A) securities tendered pursuant to a tender or
exchange offer made by such Person or any of such Person's Affiliates
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