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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 7KB of 24KB total |
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$37 |
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ID: |
#330677 |
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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
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