FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UMB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter
Missouri 43-0903811
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1010 Grand Avenue, 5th Floor, Kansas City, Missouri 64106
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None.
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights.
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
On July 14, 1995, the Board of Directors of UMB Financial
Corporation, a Missouri corporation (the "Company"), declared a
dividend distribution of one Right for each outstanding share of
Common Stock, $1.00 par value (the "Common Stock"), of the
Company to the stockholders of record on August 4, 1995 (the
"Record Date"). Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of Series
A Preferred Stock (the "Preferred Stock"), or in some
circumstances, Common Stock, other securities, cash or other
assets, at a price of $130.00 per share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement dated as of August 4, 1995
(the "Rights Agreement") between the Company and Harris Trust and
Savings Bank, as Rights Agent. A conformed copy of the Rights
Agreement is attached hereto as Exhibit 1, is incorporated herein
by reference and the following description of the Rights is
qualified in its entirety by reference to such exhibit.
As of July 31, 1995, the Company had a total of 23,000,000
shares of Common Stock authorized, of which 18,808,882 shares
were outstanding. Each outstanding share of Common Stock on
August 4, 1995 (other than shares held in the Company's treasury)
will receive one Right. As long as the Rights are attached to
the Common Stock, the Company will issue one Right with each new
share of Common Stock and each share of Common Stock issued from
the Company's treasury so that all such shares will also have
attached rights. As of July 31, 1995, the Company had a total of
1,000,000 shares of Preferred Stock authorized of which no shares
of Preferred Stock were outstanding. No shares of Preferred
Stock have been reserved for issuance in connection with the
exercise of the Rights.
Until the earlier to occur of (and subject to the Approved
Holder provisions) (i) the date of a public announcement that a
person or group of affiliated or associated persons (an
"Acquiring Person") acquired, or obtained the right to acquire,
beneficial ownership of 20 percent or more of the outstanding
shares of the Common Stock or (ii) ten days following the
commencement or announcement of an intention to make a tender
offer or exchange offer that would result in a Person or group
beneficially owning 20 percent or more of such outstanding shares
of Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Company's Common Stock certificates outstanding as
of the Record Date, by such Common Stock certificate. The Rights
Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Company's Common
Stock. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued
after the Record Date upon transfer or new issuance of the
Company's Common Stock will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender
for transfer of any of the Company's Common Stock certificates
outstanding as of the Record Date, will also constitute the
transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of
record of the Company's Common Stock as of the close of business
on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on June 30, 2005, unless earlier redeemed
by the Company as described below.
The Purchase Price payable, and the number of shares of
Preferred Stock (or Common Stock, other securities, cash or other
assets, as may be necessary) issuable upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of the Preferred Stock, (ii) upon
the grant to holders of the Preferred Stock of certain rights or
warrants to subscribe for shares of the Preferred Stock or
convertible securities at less than the current market price of
the Preferred Stock or (iii) upon the distribution to holders of
the Preferred Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends out of earnings or
retained earnings or dividends payable in the Preferred Stock) or
of subscription rights or warrants (other than those referred to
above).
In the event that the Company were acquired in a merger or
other business combination transaction or 50 percent or more of
its assets or earning power was sold, proper provision shall be
made so that each holder of a Right, other than of Rights that
are or were beneficially owned by an Acquiring Person (which will
thereafter be void) shall thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of
the Right, that number of shares of Common Stock of the acquiring
company that at the time of such transaction would have a market
value of two times the exercise price of the Right. In the event
that an Acquiring Person becomes the beneficial owner of 20
percent or more of the outstanding shares of Common Stock, proper
provision shall be made so that each holder of a Right, other
than of Rights that are or were beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of shares of
the Common Stock (or in certain other circumstances, assets or
other securities) having a market value of two times the exercise
price of the Right. The exercise of the Rights to acquire
Preferred Stock will not affect the right to acquire the Common
Stock of an acquiring company.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1 percent in such Purchase Price. No
fractional shares will be issued (other than fractional shares
which are integral multiples of one one-hundredth of a share of
Preferred Stock) and, in lieu thereof, an adjustment in cash will
be made based on the market price of the Preferred Stock on the
last Trading Date prior to the date of exercise.
At any time prior to 5:00 P.M. Kansas City time on the tenth
calendar day after the first date after the public announcement
that a person or group of affiliated or associated persons has
acquired beneficial ownership of 20 percent or more of the
outstanding shares of the Common Stock of the Company (the "Share
Acquisition Date"), the Company may redeem the Rights in whole,
but not in part, at a price of $0.005 per Right (the "Redemption
Price"). Following the Share Acquisition Date, but prior to an
event listed in Section 13(a) of the Rights Agreement, the
Company may redeem the Rights in connection with any event
specified in Section 13(a) in which all shareholders are treated
alike and which does not include the Acquiring Person or his
Affiliates or Associates. Thereafter, the Company's right of
redemption may be reinstated if an Acquiring Person reduces his
beneficial ownership to 10 percent or less of the outstanding
shares of Common Stock in a transaction or series of transactions
not involving the Company. Immediately upon the action of the
Board of Directors of the Company electing to redeem the Rights,
the Company shall make announcement thereof, and upon such
election, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the
Redemption Price.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends.
The Rights may have the effect of impeding a change in
control of the Company without the prior consent of the Company's
Board of Directors, and the Rights could cause substantial
dilution to a person that attempts to acquire the Company without
conditioning the offer on redemption of the Rights by the Board
of Directors, of the Company, or on the acquisition by such
person of a substantial number of Rights. The Rights will not
interfere with any Permitted Offer for all of the outstanding
Common Stock that has the approval of the Independent Directors.
The provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity or correct any
defect or inconsistency, extend the Redemption Period and, prior
to the Distribution Date, to make changes deemed to be in the
best interests of the holders of the Rights or, after the
Distribution Date, to make such other changes which do not
adversely affect the interests of the holders of the Rights
(excluding the interests of any Acquiring Person and its
Affiliates and Associates).
Item 2. Exhibits.
A conformed copy of Rights Agreement dated as of August 4,
1995, between UMB Financial Corporation and Harris Trust and
Savings Bank, which includes as Exhibit A the Form of Certificate
of Designation of Series A Preferred Stock, Exhibit B Form of
Rights Certificate and Exhibit C Summary of Rights to Purchase
Preferred Stock is attached as Exhibit 1.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: August 10, 1995 UMB FINANCIAL CORPORATION
By /s/ David D. Miller
David D. Miller,
Executive Vice President
and Corporate Secretary
UMB FINANCIAL CORPORATION
and
HARRIS TRUST AND SAVINGS BANK, Rights Agent
RIGHTS AGREEMENT
Dated as of
August 4, 1995
<PAGE>
UMB FINANCIAL CORPORATION RIGHTS AGREEMENT
TABLE OF CONTENTS
RIGHTS AGREEMENT PAGE
Section 1. Certain Definitions . . . . . . . . . . . . . . .1
Section 2. Appointment of a Rights Agent . . . . . . . . . .4
Section 3. Issue of Rights Certificates. . . . . . . . . . .4
Section 4. Form of Rights Certificates . . . . . . . . . . .6
Section 5. Countersignature and Registration . . . . . . . .7
Section 6. Transfer, Split Up, Combination and Exchange of
Rights Certificates; Mutilated, Destroyed, Lost or
Stolen Rights Certificates. . . . . . . . . . . .7
Section 7. Exercise of Rights; Purchase Price; Expiration
Date of Rights. . . . . . . . . . . . . . . . . .8
Section 8. Cancellation and Destruction of Rights
Certificates. . . . . . . . . . . . . . . . . . 10
Section 9. Reservation and Availability of Shares of Capital
Stock . . . . . . . . . . . . . . . . . . . . . 10
Section 10. Preferred Stock Record Date . . . . . . . . . . 11
Section 11. Adjustment of Purchase Price, Number of Shares of
Number of Rights. . . . . . . . . . . . . . . . 12
Section 12. Certificate of Adjusted Purchase Price or Number
of Shares . . . . . . . . . . . . . . . . . . . 19
Section 13. Consolidation, Merger or Sale or Transfer of
Assets or Earning Power . . . . . . . . . . . . 19
Section 14. Fractional Rights and Fractional Shares . . . . 22
Section 15. Rights of Action. . . . . . . . . . . . . . . . 23
Section 16. Agreement of Right Holders. . . . . . . . . . . 23
Section 17. Rights Certificate Holder Not Deemed A
Stockholder . . . . . . . . . . . . . . . . . . 24
Section 18. Concerning the Rights Agent . . . . . . . . . . 24
Section 19. Merger or Consolidation or Change of Name of
Rights Agent. . . . . . . . . . . . . . . . . . 24
Section 20. Duties of Rights Agent. . . . . . . . . . . . . 25
Section 21. Change of Rights Agent. . . . . . . . . . . . . 27
Section 22. Issuance of New Rights Certificates . . . . . . 28
Section 23. Redemption. . . . . . . . . . . . . . . . . . . 28
Section 24. Notice of Certain Events. . . . . . . . . . . . 29
Section 25. Notices . . . . . . . . . . . . . . . . . . . . 30
Section 26. Supplements and Amendments. . . . . . . . . . . 30
Section 27. Successors. . . . . . . . . . . . . . . . . . . 31
Section 28. Determination and Actions by the Board of
Directors, etc. . . . . . . . . . . . . . . . . 31
Section 29. Benefits of this Agreement. . . . . . . . . . . 31
Section 30. Severability. . . . . . . . . . . . . . . . . . 31
Section 31. Governing Law . . . . . . . . . . . . . . . . . 32
Section 32. Counterparts. . . . . . . . . . . . . . . . . . 32
Section 33. Descriptive Headings. . . . . . . . . . . . . . 32
Exhibit A - Form of Certificate of Designation. . . . . . . 33
Exhibit B - Form of Rights Certificate. . . . . . . . . . . 34
- Form of Assignment. . . . . . . . . . . . . . . 37
- Certificate . . . . . . . . . . . . . . . . . . 37
- Notice. . . . . . . . . . . . . . . . . . . . . 37
- Form of Election to Purchase. . . . . . . . . . 38
- Certificate . . . . . . . . . . . . . . . . . . 39
- Notice. . . . . . . . . . . . . . . . . . . . . 39
Exhibit C - Summary of Rights to Purchase Preferred Stock . 40
<PAGE>
RIGHTS AGREEMENT
This Agreement, dated as of August 4, 1995, between UMB
FINANCIAL CORPORATION, a Missouri corporation (the "Company"),
and Harris Trust and Savings Bank, an Illinois banking
corporation (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the Board of Directors of the Company has
authorized and declared a dividend of one Right for each
outstanding share of the Common Stock, $1.00 par value, of the
Company at the close of business on August 4, 1995 (the "Record
Date") and has authorized the issuance of one Right in respect of
each share of Common Stock of the Company issued between the
Record Date and the earlier of the Distribution Date, the
Expiration Date or the Final Expiration Date (as such terms are
hereinafter defined), each Right initially representing the right
to purchase, under certain circumstances, one one-hundredth of a
share of Series A Preferred Stock of the Company having the
rights, powers and preferences set forth in the Certificate of
Designation attached hereto as Exhibit A, upon the terms and
subject to the conditions hereinafter set forth (the "Rights");
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as
follows:
Section 1. Certain Definitions. For purposes of this
Agreement, the following terms have the meanings indicated.
(a) "Acquiring Person" shall mean any Person who or which
together, with all Affiliates or Associates of such Person, shall
be Beneficial Owner of securities of the Company constituting a
Substantial Block, whether or not such person continues to be the
Beneficial Owner of securities constituting a Substantial Block,
but shall not include the Company, any subsidiary of the Company,
any employee benefit plan of the Company, or of any subsidiary of
the Company, or any Person organized, appointed or established by
the Company or by any subsidiary of the Company for or pursuant
to the terms of any such plan, a Person who or which, together
with all Affiliates and Associates of such Person, would become
an Acquiring Person solely as a result of a reduction of the
number of shares of outstanding shares of Common Stock, including
repurchases of outstanding shares of Common Stock by the Company,
which reduction increases the percentage of outstanding shares of
Common Stock beneficially owned by such Person until such Person,
Affiliate or Associate shall thereafter become the Beneficial
Owner of any additional share of Common Stock or any Approved
Holder.
(b) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") as in effect on the date hereof.
(c) "Approved Holder" shall mean any Person that: (i) with
the prior approval of a majority of the Independent Directors
becomes a Beneficial Owner of a Substantial Block or is the
Beneficial Owner of a Substantial Block and increases its
Beneficial Ownership of the Common Stock; and (ii) in either
case, such Person's Beneficial Ownership of the Common Stock does
not exceed the number of shares of Common Stock authorized by the
Independent Directors in accordance with this provision 1(c) to
be Beneficially Owned by such Person.
(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, beneficially owns, directly or
indirectly;
(ii) which such Person or any of such Person's
Affiliates or Associates, directly or indirectly, has (A)
the right to acquire (whether such right is exercisable
immediately or only 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 (other than the Rights), warrants or
options, or otherwise, provided, however, that a Person
shall not be deemed the "Beneficial Owner" of, or to
"beneficially own," securities tendered pursuant to a tender
or exchange offer made by such Person or any such Person's
Affiliates or Associates until such tendered securities are
accepted for purchase or exchange, or (B) the right to vote
or dispose of pursuant to any agreement, arrangement or
understanding, provided, however, that a Person shall not be
deemed the Beneficial Owner or to "beneficially own," any
security under this clause (B) if the agreement, arrangement
or understanding to vote such security (1) arises solely
from a revocable proxy given in response to a public proxy
or consent solicitation made pursuant to, and in accordance
with, the applicable rules and regulations of the Exchange
Act and (2) is not then reportable on Schedule 13D under the
Exchange Act (or any comparable or successor report); or
(iii) which are beneficially owned, directly or
indirectly, by any other Person with which such Person or
any of such Person's Affiliates or Associates has any
agreement, arrangement or understanding for the purpose of
acquiring, holding, voting (except pursuant to a revocable
proxy as described in clause (B) of subparagraph (ii) of
this paragraph (d) or disposing of any securities of the
Company.
(e) "Business Day" shall mean any day other than a
Saturday, Sunday, or a day on which banking institutions in the
State of Missouri or Illinois are authorized or obligated by law
or executive order to close.
(f) "Close of Business" on any given date shall mean 5:00
p.m., Illinois time, on such date, provided, however, if such
date is not a Business Day it shall mean 5:00 p.m. on the next
succeeding Business Day.
(g) "Common Stock" when used with reference to the Company
shall mean the Common Stock, $1.00 par value, of the Company as
adjusted from time to time. "Common Stock" when used with
reference to any Person other than the Company shall mean the
capital stock with the greatest voting power of such Person or
the equity securities or other equity interest having power to
control or direct the management of such Person.
(h) "Independent Director" shall mean any member of the
Board of Directors of the Company, while such person is a member
of the Board, who is not an Acquiring Person, or an Affiliate or
Associate of an Acquiring Person, or a representative or nominee
of an Acquiring Person or of any such Affiliate or Associate and
was a member of the Board prior to the Share Acquisition Date,
and any successor of an Independent Director while such successor
is a member of the Board, who is not an Acquiring Person or an
Affiliate or Associate of an Acquiring Person, or representative
or nominee of an Acquiring Person or of any such Affiliate or
Associate, and is recommended or elected to succeed the
Independent Director by a majority of the Independent Directors.
(i) "Permitted Offer" shall mean a tender offer or exchange
offer which is for all outstanding Common Stock at a price and on
terms determined to be adequate prior to the purchase of shares
under such tender or exchange offer, by at least a majority of
the members of the Board of Directors who are Independent
Directors, taking into account all factors that such Directors
deem relevant including, without limitation, prices that could
reasonably be achieved if the Company or its assets were sold on
an orderly basis designed to realized maximum value, and
otherwise in the best interests of the Company and its
stockholders (other than the Person or any Affiliate or Associate
thereof on whose basis the offer is being made).
(j) "Person" shall mean any individual, firm, corporation,
partnership, joint venture, association, trust or other entity.
(k) "Preferred Stock" shall mean the shares of Series A
Preferred Stock, par value $0.10 per share, of the Company.
(l) "Share Acquisition Date" shall mean the close of
business on the tenth calendar day after the first date of public
announcement by the Company or an Acquiring Person that an
Acquiring Person has become such.
(m) A "subsidiary" of any Person shall mean any corporation
or other entity of which a majority of the voting power of the
voting equity securities or voting interests is owned, directly
or indirectly, by such Person, or which is otherwise controlled
by such Person.
(n) "Substantial Block" shall mean a number of shares of
the Common Stock which equals or exceeds 20 percent of the number
of shares of the Common Stock then outstanding.
(o) "Triggering Event" shall mean any event described in
Section 11(a)(ii) or Section 13(a).
Section 2. Appointment of a Rights Agent. The Company
hereby appoints the Rights Agent to act as agent for the Company
and the holders of the Rights (who, in accordance with Section 3,
hereof shall prior to the Distribution Date also be the holders
of the Common Stock) in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment.
The Company may from time to time appoint such Co-Rights Agents
as it may deem necessary or desirable.
Section 3. Issue of Rights Certificates.
(a) Until the earlier of (i) the Share Acquisition Date or
(ii) the close of business on the tenth calendar day (or such
later date as may be determined by action of the Board of
Directors prior to such time as any Person becomes an Acquiring
Person) after the date of the commencement of, or first public
announcement of the intent of any Person (other than the Company,
any subsidiary of the Company, any employee benefit plan of the
Company or any Person organized, appointed or established by the
Company or any subsidiary of the Company for or pursuant to the
terms of any such plan) to commence (which intention to commence
remains in effect for five business days after such
announcement), a tender or exchange offer if, upon consummation
thereof, such Person would be an Acquiring Person, unless such
date is extended by the Board of Directors or the Company,
(including any such date which is after the date of this
Agreement and prior to the issuance of the Rights; the earlier of
the dates in subsections (i) and (ii) hereof being herein
referred to as the "Distribution Date"), the Rights will be
evidenced (subject to the provisions of paragraph (b) of this
section 3) by the certificates for Common Stock (which
certificates of Common Stock shall be deemed also to be Rights
Certificates), and not by separate Rights Certificates, and the
right to receive Rights Certificates will be transferable only in
connection with the transfer of the Common Stock. As soon as
practicable after the Distribution Date, the Rights Agent will
send, via first-class, insured, postage prepaid mail, to each
record holder of the Common Stock as of the close of business on
the Distribution Date, at the address of such holder shown on the
records of the Company, a Rights Certificate, in substantially
the form of Exhibit B attached hereto, evidencing one Right for
each share of the Common Stock, so held, subject to adjustment as
provided herein. In the event that an adjustment in the number
of Rights per SHare of Common Stock has been made pursuant to
Section 11(p) hereof, at the time of distribution of the Rights
Certificates, the Company shall make the necessary and
appropriate rounding adjustments (in accordance with Section
14(a) hereof) so that Rights Certificates representing only whole
numbers of Rights are distributed and cash is paid in lieu of any
fractional Rights. As of and after the Distribution Date, the
Rights will be evidenced solely by such Rights Certificates.
(b) Until the Distribution Date, the Rights will be
evidenced (subject to the provisions of paragraph (b) of this
Section 3) by the certificates for Common Stock (which
certificates for the Common Stock shall be deemed also to be
Rights Certificates) and not by separate Rights Certificates, and
the right to receive Rights Certificates will be transferable
only in connection with the transfer of the Common Stock. As
soon as practicable after the Distribution Date, the Rights Agent
will send, by first-class, insured, postage prepaid mail, to each
record holder of the Common Stock as of the close of business on
the Distribution Date, at the address of such holder shown on the
records of the Company, a Rights Certificate, in substantially
the form of Exhibit B attached hereto, evidencing one Right for
each share of the Common Stock so held, subject to adjustment as
provided herein. In the event that an adjustment in the number
of Rights per Common Share has been made pursuant to Section
11(p) hereof, at the time of distribution of the Rights
Certificate, the Company shall make the necessary and appropriate
rounding adjustments (in accordance with Section 14(a) hereof) so
that Rights Certificates representing only whole numbers of
Rights are distributed and cash is paid in lieu of any fractional
Rights. As of and after the Distribution Date, the Rights will
be evidenced solely by such Rights Certificates.
(c) As soon as practicable following the Record Date, the
Company will send a copy of a Summary of Rights to Purchase
Preferred Stock, in substantially the form attached hereto as
Exhibit C (the "Summary of Rights"), by first-class, postage
prepaid mail, to each record holder of the Common Stock as of the
close of business on the Record Date, at the address of such
holder shown on the records of the Company. With respect to
certificates for the Common Stock outstanding as of the Record
Date, until the Distribution Date, the Rights will be evidenced
by such certificates for the Common Stock with or without a
Summary of Rights attached thereto and the registered holders of
the Common Stock shall also be the registered holders of the
associated Rights. Until the Distribution Date (or earlier
redemption or expiration of Rights), the surrender or transfer of
any of the certificates for the Common Stock outstanding on the
Record Date shall also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
(d) Rights shall be issued in respect of all shares of
Common Stock (whether originally issued or delivered from the
Company's treasury) issued after the Record Date but prior to the
Expiration Date or the Final Expiration Date (as such terms are
defined in Section 7). Certificates representing such shares of
Common Stock shall have impressed on, printed on, written on or
otherwise affixed to them the following legend:
This certificate also evidences and entitles the holder
hereof to certain Rights as set forth in a Rights Agreement
between UMB Financial Corporation and Harris Trust and
Savings Bank dated August 4, 1995 (the "Rights Agreement"),
the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal
executive offices of UMB Financial Corporation. Under
certain circumstances, as set forth in the Rights Agreement,
such Rights may be redeemed, may expire, or may be evidenced
by separate certificates and will no longer be evidenced by
this certificate. UMB Financial Corporation will mail to
the holder of this certificate a copy of the Rights
Agreement without charge within five days after receipt of a
written request therefor. Under certain circumstances,
Rights issued to, or which are or were beneficially owned
by, Acquiring Persons or their Affiliates or Associates (as
such terms are defined in the Rights Agreement) and any
subsequent holder of such Rights may become null and void.
Until the earlier of the Distribution Date, the Expiration Date
or the Final Expiration Date, the Rights associated with the
Common Stock represented by certificates containing the foregoing
legend shall be evidenced by such certificates alone, and the
surrender for transfer of any of such certificates shall also
constitute the transfer of the Rights associated with the Common
Stock represented by such certificate.
In the event that the Company purchases or acquires any
Common Stock after the Record Date but prior to the Distribution
Date, the Company shall not be entitled to exercise any Rights
associated with the Common Stock so purchased or acquired. Upon
reissuance of such Common Stock by the Company the Rights shall
again attach to such Common Stock as set forth in this Section
3(c).
Section 4. Form of Rights Certificates.
(a) The Rights Certificates (and the forms of election to
purchase shares and of assignment to be printed on the reverse
thereof) shall be substantially the same as Exhibit B hereto and
may have such marks of identification or designation and such
legends, summaries or endorsements printed thereon as the Company
may deem appropriate and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply
with any applicable law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock
exchange on which the Rights may from time to time be listed, or
to conform to usages. Subject to the provisions of Section 11
and Section 22 hereof, the Rights Certificates, whenever issued,
shall be dated as of the Record Date, and on their face shall
entitle the holders thereof to purchase such number of one one-
hundredths of a share of Preferred Stock as shall be set forth
therein at the price per one one-hundredth of a share of
Preferred Stock set forth therein (the "Purchase Price"), but the
number of such shares and the Purchase Price shall be subject to
adjustment as provided herein.
(b) Notwithstanding any other provision of this Agreement,
any Rights Certificate issued pursuant to Section 3 or Section 22
hereof that represent Rights beneficially owned by (i) an
Acquiring Person or any Associate or Affiliate thereof, (ii) a
transferee of an Acquiring Person (or of any such Associate or
Affiliate) who becomes a transferee after the Acquiring Person
became such, or (iii) a transferee of an Acquiring Person (or of
any such Associate or Affiliate) who becomes a transferee prior
to or concurrently with the Acquiring Person becoming such and
receives such Rights pursuant to either (A) a transfer (whether
or not for consideration) from the Acquiring Person to holders of
equity interests in such Acquiring Person or to any Person with
whom such Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transferred Rights or
(B) a transfer which the Board of Directors of the Company has
determined is part of a plan, arrangement or understanding which
has a primary purpose or effect avoidance of Section 7(e) hereof,
any Rights Certificate issued at any time to any nominee of such
Acquiring Person, Associate or Affiliate, and any Rights
Certificate issued pursuant to Section 6 or Section 11 upon
transfer, exchange, replacement or adjustment of any other Rights
Certificate referred to in this sentence, shall contain the
following legend:
The Rights represented by this Rights Certificate are or
were beneficially owned by a Person who was or became an
Acquiring Person or an Affiliate or an Associate of an
Acquiring Person (as such terms are defined in the Rights
Agreement). Accordingly, this Rights Certificate and the
Rights represented hereby may become null and void in the
circumstances specified in Section 7(e) of the Rights
Agreement.
The provisions of Section 7(e) of the Rights Agreement shall
be operative whether or not the foregoing legend is contained on
any Rights Certificate.
Section 5. Countersignature and Registration. The
Rights Certificates shall be executed on behalf of the Company in
the manner provided in the By-Laws of the Company for Common
Stock certificates. The Rights Certificates shall be manually
countersigned by the Rights Agent and shall not be valid for any
purpose unless so countersigned. In case any officer of the
Company who shall have signed any of the Rights Certificates
shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by
the Company, such Rights Certificates, nevertheless, may be
countersigned by the Rights Agent, issued and delivered with the
same force and effect as though the person who signed such Rights
Certificate had not ceased to be such officer of the Company; and
any Rights Certificate may be signed on behalf of the Company by
any person who, at the actual date of the execution of such
Rights Certificate, shall be a proper officer of the Company to
sign such Rights Certificate, although at the date of the
execution of this Rights Agreement any such person was not such
an officer.
Following the Distribution Date, the Rights Agent will keep
or cause to be kept, at its principal office, books for
registration and transfer of the Rights Certificates issued
hereunder. Such books shall show the names and addresses of the
respective holders of the Rights Certificates, the number of
Rights evidenced on its face by each of the Rights Certificates
and the date of each of the Rights Certificates.
Section 6. Transfer, Split Up, Combination and Exchange
of Rights Certificates; Mutilated, Destroyed, Lost or Stolen
Rights Certificates. Subject to the provisions of Section 4(b),
Section 7(e) and Section 14 hereof, at any time after the close
of business on the Distribution Date, and at or prior to the
close of business on the earlier of the Expiration Date or the
Final Expiration Date, any Rights Certificate or Certificates may
be transferred, split up, combined or exchanged for another
Rights Certificate or Rights Certificates, entitling the
registered holder to purchase a like number of one one-hundredths
of a share of Preferred Stock (or following a Triggering Event,
Common Stock, other securities or other assets, as may be
necessary) as the Rights Certificate or Rights Certificates
surrendered then entitled such holder (or former holder in the
case of a transfer) to purchase. Any registered holder desiring
to transfer, split up, combine or exchange any Rights Certificate
shall make such request in writing delivered to the Rights Agent,
and shall surrender the Rights Certificate or Rights Certificates
to be transferred, split up, combined or exchanged at the
principal office of the Rights Agent. Neither the Rights Agent
nor the Company shall be obligated to take any action whatsoever
with respect to the transfer of any such surrendered Rights
Certificate until the registered holder shall have completed and
signed the certificate contained in the form of assignment on the
reverse side of such Rights Certificate and shall have provided
such additional evidence of the identity of the Beneficial Owner
(or former Beneficial Owner) or Affiliates or Associates thereof
as the Company shall reasonably request. Thereupon the Rights
Agent shall, subject to Section 4(b), Section 7(e) and Section 14
hereof, countersign and deliver to the Person entitled thereto a
Rights Certificate or Rights Certificates, as the case may be, as
so requested. The Company may require payment of a sum
sufficient to cover any tax or governmental charge that may be
impose in connection with any transfer, split up, combination or
exchange of Rights Certificates.
Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction
or mutilation of a Rights Certificate, and, in case of loss,
theft or destruction, of indemnity or security reasonably
satisfactory to them, and reimbursement to the Company and the
Rights Agent of all reasonable expenses incidental thereto, and
upon surrender to the Rights Agent and cancellation of the Rights
Certificate if mutilated, the Company will make and deliver a new
Rights Certificate of like tenor to the Rights Agent for delivery
to the registered owner in lieu of the Rights Certificates so
lost, stolen, destroyed or mutilated.
Section 7. Exercise of Rights; Purchase Price;
Expiration Date of Rights.
(a) Subject to Section 7(e) hereof, the registered holder
of any Rights Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein) in whole or in part
at any time after the Distribution Date upon surrender of the
Rights Certificate, with the form of election to purchase on the
reverse side thereof duly executed, to the Rights Agent at the
principal office of the Rights Agent, together with payment of
the aggregate Purchase Price for the total number of one one-
hundredths of a share of Preferred Stock (or other securities or
assets, as may be necessary) as to which the Rights are
exercised, at or prior to the close of business on the earlier of
(i) June 30, 2005 (the "Final Expiration Date"), or (ii) the date
on which the Rights are redeemed as provided in Section 23 or
(iii) the consummation of a transaction contemplated by Section
13(d) hereof (such earlier date being herein referred to as the
"Expiration Date").
(b) The Purchase Price for each one one-hundredth of a
share of Preferred Stock pursuant to the exercise of a Right
shall initially be $130.00, shall be subject to adjustment from
time to time as provided in Sections 11 and 13 hereof and shall
be payable in accordance with paragraph (c) below.
(c) Upon receipt of a Rights Certificate representing
exercisable Rights, with the form of election to purchase and the
Certificate duly executed, accompanied by payment of the Purchase
Price for the number of one one-hundredths of a share of
Preferred Stock (or other securities or other assets, as the case
may be) to be purchased and an amount equal to any applicable
transfer tax, the Rights Agent shall thereupon, subject to
Section 20(k), promptly: (i) (A) requisition from any transfer
agent of the Preferred Stock of the Company (or make available,
if the Rights Agent is the transfer agent for such shares)
certificate for the total number of one one-hundredths of a share
of the Preferred Stock to be purchased and the Company hereby
irrevocably authorizes its transfer agent to comply with all such
requests, or (B) if the Company shall have elected to deposit the
total number of shares of Preferred Stock issuable upon exercise
of the Rights hereunder with a depositary agent, requisition from
the depositary agent depositary receipts representing such number
of one one-hundredths of a share of Preferred Stock as are to be
purchased (in which case certificates for the shares of Preferred
Stock represented by such receipts shall be deposited by the
transfer agent with the depositary agent) and the Company will
direct the depositary agent to comply with such request; (ii)
when appropriate, requisition from the Company the amount of cash
to be paid in lieu of issuance of fractional shares in accordance
with Section 14, (iii) promptly after receipt of such
certificates or depositary receipts, cause the same to be
delivered to or upon the order of the registered holder of such
Rights Certificates, registered in such name or names as may be
designated by such holder; and (iv) when appropriate, after
receipt promptly deliver such cash to or upon the order of the
registered holder of such Rights Certificate. The payment of the
Purchase Price may be made (i) in cash or by certified bank check
or bank draft payable to the order of the Company, (ii) by
delivery of a certificate or certificates (with appropriate stock
powers executed in blank attached thereto) evidencing a number of
shares of Common Stock equal to the then Purchase Price divided
by the current market price (as determined pursuant to Section
11(d) hereof) per share of Common Stock on the Trading Date
immediately preceding the date of such exercise, or (iii) by a
combination of (i) and (ii). In the event that the Company is
obligated to issue securities, distribute property or pay cash
pursuant to Section 11(a)(iii) hereof, the Company will make all
arrangements necessary so that cash, property or securities are
available for issuance, distribution or payment by the Rights
Agent, if and when appropriate.
(d) In case the registered holder of any Rights Certificate
shall exercise less than all the Rights evidenced thereby, a new
Rights Certificate evidencing Rights equivalent to the Rights
remaining unexercised shall be issued by the Rights Agent to the
registered holder of such Rights Certificate or to his duly
authorized assigns, subject to the provisions of Section 14
hereof.
(e) Notwithstanding anything in this Agreement to the
contrary, if there occurs the transaction set forth in Section
11(a)(ii) then any Rights that are or were beneficially owned by
an Acquiring Person or any Associate or Affiliate shall become
void with respect to the rights provided under Section 11(a)(ii)
and any holder of such Rights shall thereafter have no right to
exercise such Rights under the provisions of Section 11(a)(ii).
The Company shall use all reasonable efforts to insure that the
provisions of this Section 7(e) and Section 4(b) hereof are
complied with, but shall have no liability to any holder of
Rights Certificates or other Person as a result of its failure to
make any determinations with respect to an Acquiring Person or
its Affiliates, Associates or transferees hereunder.
(f) Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be
obligated to undertake any action with respect to a registered
holder upon the occurrence of any purported exercise as set forth
in this Section 7 unless such registered holder shall have (i)
completed and signed the certificate contained in the form of
election to purchase set forth on the reverse side of the Rights
Certificate surrendered for such exercise, and (ii) provided such
additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) or Affiliates or Associates thereof as
the Company shall reasonably request.
Section 8. Cancellation and Destruction of Rights
Certificates. All Rights Certificates surrendered for the
purpose of exercise, transfer, split up, combination or exchange,
if surrendered to the Company or to any of its agents, shall be
delivered to the Rights Agent for cancellation or in cancelled
form, or, if surrendered to the Rights Agent, shall be cancelled
by it, and no Rights Certificates shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this
Rights Agreement. The Company shall deliver to the Rights Agent
for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Rights Certificate purchased or
acquired by the Company otherwise than upon the exercise thereof.
The Rights Agent shall deliver all cancelled Rights Certificates
to the Company, or, at the written request of the Company,
destroy such cancelled Rights Certificates, and in such case
shall deliver a certificate of destruction thereof to the
Company.
Section 9. Reservation and Availability of Shares of
Capital Stock.
(a) The Company covenants and agrees that it will cause to
be reserved and kept available out of its authorized and unissued
shares of Preferred Stock (and following the occurrence of a
Triggering Event, out of its authorized and unissued shares of
Common Stock or its authorized and issued Common Stock held in
its treasury and/or other securities), the number of shares of
Preferred Stock (and, following the occurrence of a Triggering
Event, Common Stock and/or other securities) that will be
sufficient to permit the exercise in full of all outstanding
Rights.
(b) If the shares of Preferred Stock (and, following the
occurrence of a Triggering Event, Common Stock and/or other
securities) issuable upon the exercise of Rights are listed on
any national securities exchange, the Company shall use its best
efforts to cause, from and after such time as the Rights become
exercisable, all shares reserved for such issuance to be listed
on such exchange upon official notice of issuance upon such
exercise.
(c) The Company shall use its best efforts to (i) file, as
soon as practicable following the first occurrence of the
Distribution Date, a registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to
the securities purchasable upon exercise of the Rights on an
appropriate form, (ii) cause such registration statement to
become effective as soon as practicable after such filing, and
(iii) cause such registration statement to remain effective (with
a prospectus at all times meeting the requirements of the
Securities Act) until the date of the expiration of the Rights.
The Company will also take such action as may be appropriate
under the blue sky laws of the various states. Notwithstanding
any provision of this Agreement to the contrary, the Rights shall
not be exercisable in any jurisdiction unless the requisite
qualifications in such jurisdiction shall have been obtained.
(d) The Company covenants and agrees that it will take all
such action as may be necessary to ensure that all one one-
hundredths shares of the Preferred Stock (and following the
occurrence of a Triggering Event, Common Stock and/or other
securities) delivered upon exercise of Rights shall, at the time
of delivery of the certificates for such shares (subject to
payment of the Purchase Price), be duly and validly authorized
and issued and fully paid and non-assessable.
(e) The Company further covenants and agrees that it will
pay when due and payable any and all federal and state transfer
taxes and charges which may be payable in respect of the issuance
or delivery of the Rights Certificates or of any certificates for
a number of one one-hundredths shares of the Preferred Stock (or
Common Stock and/or other securities, as the case may be) upon
the exercise of Rights. The Company shall not, however, be
required (a) to pay any transfer tax that may be payable in
respect of any transfer involved in the transfer or delivery of
Rights Certificates or the issuance of delivery of a number of
certificates for one-hundredths of a share of the Preferred Stock
(or Common Stock and/or other securities, as the case may be) in
a name other than that of the registered holder of the Rights
Certificate evidencing Rights surrendered for exercise or (b) to
issue or deliver any certificates for one one-hundredths of a
share of the Preferred Stock upon the exercise of any Rights
until any such tax shall have been paid (any such tax being
payable by the holder of such Rights Certificate at the time of
surrender) or until it has been established to the Company's
satisfaction that no such tax is due.
Section 10. Preferred Stock Record Date. Each person in
whose name any certificate for any number of one one-hundredths
of a share of Preferred Stock (or Common Stock, as the case may
be) is issued upon the exercise of Rights shall for all purposes
be deemed to have become the holder of record of such fractional
shares of Preferred Stock (or Common Stock and/or other
securities, as the case may be) represented thereby on, and such
certificate shall be dated, the date upon which the Rights
Certificate evidencing such Rights was duly surrendered and
payment of the Purchase Price (and any applicable transfer taxes)
was made; provided, however, that if the date of such surrender
and payment is a date upon which the Preferred Stock (or Common
Stock and/or other securities, as the case may be) transfer books
of the Company are closed, such person shall be deemed to have
become the record holder of such shares on, and such certificates
shall be dated, the next succeeding business day on which the
Preferred Stock (or Common Stock and/or other securities, as the
case may be) transfer books of the Company are open. Prior to
the exercise of the Rights evidenced thereby, the holder of a
Rights Certificate shall not be entitled to any rights of a
stockholder of the Company with respect to shares for which the
Rights shall be exercisable, including, without limitation, the
right to vote, to receive dividends or other distributions or to
exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as
provided herein.
Section 11. Adjustment of Purchase Price, Number of
Shares or Number of Rights. The Purchase Price, the number and
kind of shares covered by each Right and the number of Rights
outstanding are subject to adjustment from time to time as
provided in this Section 11.
(a)(i) In the event the Company shall at any time
after the date of this Agreement (A) declare a dividend on
the Preferred Stock payable in shares of the Preferred
Stock, (B) subdivide the outstanding Preferred Stock, (C)
combine the outstanding Preferred Stock into a smaller
number of shares or (D) issue any shares of its capital
stock in a reclassification of the Preferred Stock
(including any such reclassification in connection with a
consolidation or merger in which the Company is the
continuing corporation, except as otherwise provided in this
Section 11(a) and Section 7(e) hereof, the Purchase Price in
effect at the time of the record date for such dividend or
of the effective date of such subdivision, combination or
reclassification, and the number and kind of shares of
Preferred Stock or capital stock, as the case may be,
issuable on such date, shall be proportionately adjusted so
that the holder of any Right exercised after such time shall
be entitled to receive the aggregate number and kind of
shares of capital stock which, if such Rights had been
exercised immediately prior to such date and at a time when
the Preferred Stock transfer books of the Company were open,
he would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, combination
or reclassification. If an event occurs which would require
an adjustment under both Section 11(a)(i) and Section
11(a)(ii), the adjustment provided for in this Section
11(a)(i) shall be in addition to, and shall be made prior to
any adjustment required pursuant to Section 11(a)(ii).
(ii) In the event that any Person (other than the
Company, any subsidiary of the Company, any employee benefit
plan of the Company or any of its subsidiaries or any entity
holding securities of the Company organized, appointed or
established by the Company or any of its subsidiaries for or
pursuant to the terms of any such plan), alone or together
with its Affiliates and Associates, shall become an
Acquiring Person (except pursuant to a Permitted Offer),
then proper provisions shall be made so that each holder of
a Right, except as provided in Section 7(e) hereof, shall,
for a period of 60 days after the occurrence of any such
event and the effective date of an appropriate registration
statement pursuant to Section 9, have a right to receive,
upon exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, such number of
shares of Preferred Stock of the Company as shall equal the
result obtained by (x) multiplying the then current Purchase
Price by the then number of one one-hundredths of a share of
Preferred Stock for which a Right is then exercisable and
(y) dividing that product by 50 percent of the current
market price per one share of Common Stock (determined
pursuant to Section 11(d)) on the date of the occurrence of
the event set forth in this subparagraph (ii) (such number
of shares being referred to as the "Adjustment Shares");
provided, however, that if the transaction that would
otherwise give rise to the foregoing adjustment is also
subject to the provisions of Section 13 hereof, then only
the provisions of Section 13 hereof shall apply and no
adjustment shall be made pursuant to this Section 11(a)(ii).
(iii) In the event that there shall not be
sufficient treasury shares or authorized but unissued and
unreserved Preferred Stock to permit the exercise in full of
the Rights in accordance with the foregoing subparagraph
(ii) and the Rights become so exercisable, notwithstanding
any other provision of this Agreement, to the extent
necessary and permitted by applicable law, each Right shall
thereafter represent the right to receive, upon exercise
thereof at the then-current Purchase Price in accordance
with the terms of this Agreement: (A) a number of shares
(or fractions of Shares) Common Stock which may permissibly
be issued; (B) a number of (or fractions of) other equity
securities of the Company (or, in the discretion of the
Board of Directors, debt) including, but not limited to,
fractions of a Share of preferred stock; or (C) some
combination of (A) or (B), that, in the case of (A), (B) or
(C), the Board of Directors of the Company has determined to
have the same aggregate current market value (determined
pursuant to Section 11(d)(i) and (ii) hereof, to the extent
applicable) as the Preferred Stock (such alternative
securities or debt of the Company being referred to as
"Capital Stock Equivalents"), equal in the aggregate to the
number of Adjustment Shares; provided, however, if there are
unavailable sufficient Preferred Stock, Common Stock and/or
Capital Stock Equivalents, then the Company shall, to the
extent permitted by applicable law, take all such action as
may be necessary to authorize additional Preferred Stock,
Common Stock or Capital Stock Equivalents for issuance upon
exercise of the Rights, including the calling of a meeting
of stockholders; and provided, further, that if the Company
is unable to cause sufficient Preferred Stock, Common Stock
and/or Capital Stock Equivalents to be available for
issuance upon exercise in full of the Rights, then each
Right shall thereafter represent the right to receive the
Adjusted Number of Shares upon exercise of the Adjusted
Purchase Price (as such terms are hereinafter defined). As
used herein, the term "Adjusted Number of Shares" shall be
equal to that number of (or fractions of) shares of
Preferred Stock (and/or Capital Stock Equivalents) equal to
the product of (x) the number of Adjustment Shares and (y) a
fraction, the numerator of which is the number of Shares of
Preferred Stock (and/or Capital Stock Equivalents) available
for issuance upon exercise of the Rights and the denominator
of which is the aggregate number of Adjustment Shares
otherwise issuable upon exercise in full of all Rights
(assuming there were a sufficient number of Shares of
Preferred Stock available) (such fraction being referred to
as the "Proration Factor"). The "Adjusted Purchase Price"
shall mean the product of the Purchase Price and the
Proration Factor. The Board of Directors may, but shall not
be required to, establish procedures to allocate the right
to receive Shares of Preferred Stock and Capital Stock
Equivalents upon exercise of the Rights among holders of
Rights.
(b) In case the Company shall fix a record date for the
issuance of rights or warrants to all holders of Preferred Stock
entitling them (for a period expiring within 45 calendar days
after such record date) to subscribe for or purchase Preferred
Stock (or Securities convertible into the Preferred Stock or
equivalent preferred stock) at a price per share of Preferred
Stock (or having a conversion price per share of Preferred Stock,
if a security convertible into Preferred Stock) less than the
current market price per share of Preferred Stock (as defined in
Section 11(d) hereof) on such record date, then the Purchase
Price to be in effect after such record date shall be determined
by multiplying the Purchase Price in effect immediately prior to
such record date by a fraction, of which the numerator shall be
the number of shares of Preferred Stock outstanding on such
record date plus the number of shares of Preferred Stock which
the aggregate offering price of the total number of shares of
Preferred Stock so to be offered (and/or the aggregate initial
conversion price of the convertible securities so to be offered)
would purchase at such current market price and of which the
denominator shall be the number of shares of Preferred Stock
outstanding on such record date plus the number of additional
shares of Preferred Stock and/or equivalent preferred stock to be
offered for subscription or purchase (or into which the
convertible securities so to be offered are initially
convertible). In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than
cash, the value of such consideration shall be as determined in
good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the
Rights Agent. Shares of Preferred Stock owned by or held for the
account of the Company shall not be deemed outstanding for the
purpose of any such computation. Such adjustment shall be made
successively whenever such a record date is fixed; and in the
event that such rights or warrants are not so issued, the
Purchased Price shall be adjusted to be the Purchase Price which
would then be in effect if such record date has not been fixed.
(c) In case the Company shall fix a record date for the
making of a distribution to all holders of Preferred Stock
(including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing
corporation) of evidences of indebtedness, assets (other than a
regular periodic cash dividend at a rate not in excess of 125
percent of the rate of the last cash dividend theretofore paid or
a dividend payable in Preferred Stock), securities, subscription
rights or warrants (excluding those referred to in Section
11(b)), the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction of which the
numerator shall be the current market price per share of
Preferred Stock (as defined in Section 11(d)) on such record
date, less the fair market value (as determined in good faith by
the Board of Directors of the Company, whose determination shall
be described in a statement filed with the Rights Agent) of the
portion of the assets, evidences of indebtedness, securities,
subscription rights or warrants so to be distributed and
applicable to one share of Preferred Stock and of which the
denominator shall be such current market price (as determined
pursuant to Section 11(d) hereof) per share of Preferred Stock.
Such adjustments shall be made successively whenever such a
record date is fixed; and in the event that such distribution is
not so made, the Purchase Price shall again be adjusted to be the
Purchase Price which would then be in effect if such record date
had not been fixed.
(d)(i) For the purpose of any computation hereunder,
the "current market price" per share of Common Stock on any
date shall be deemed to be the average of the daily closing
prices per share of such Common Stock for the 30 consecutive
Trading Days (as such term is hereinafter defined)
immediately prior to such date; provided, however, that in
the event that the current market price per share of Common
Stock is determined during the period following the
announcement by the issuer of such Common Stock of (A) a
dividend or distribution on such Common Stock payable in
shares of such Common Stock or securities convertible into
shares of such Common Stock, or (B) any subdivision,
combination or reclassification of such Common Stock, and
prior to the expiration of 30 Trading Days after the ex-
dividend date for such dividend or distribution, then, and
in each such case, the current market price shall be
appropriately adjusted to reflect the current market price
per Common Stock equivalent. The closing price for each day
shall be the last sale price, regular way, or, in case no
such sale takes place on such day, the average of the
closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to
trading on the principal national securities exchange on
which the shares of the Common Stock are listed or admitted
to trading or, if the shares of the Common Stock are not
listed or admitted to trading on any national securities
exchange, the last sale price or, if not so reported, the
average of the high bid and low asked prices in the over-
the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System
("NASDAQ") or such other system then in use, or, if on any
such date the shares of the Common Stock are not quoted by
such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a
market in the Common Stock selected by the Board of
Directors of the Company. If on any such date no market
maker is making a market in the Common Stock, the fair value
of such shares on such date shall be as determined in good
faith by the Independent Directors if the Independent
Directors constitute a majority of the Board of Directors,
or in the event the Independent Directors do not constitute
a majority of the Board of Directors, by an independent
investment banking firm selected by the Board of Directors.
The term "Trading Day" shall mean a day on which the
principal national securities exchange on which the shares
of Common Stock are listed or admitted to trading is open
for the transaction of business or, if the shares of the
Common Stock are not listed or admitted to trading on any
national securities exchange, a Business Day on which
securities were traded in the over-the-counter market. If
the Common Stock is not publicly held or not so listed or
traded, "current market price" per share shall mean the fair
value per share as determined in good faith by the
Independent Directors if the Independent Directors
constitute a majority of the Board of Directors or in the
event the Independent Directors do not constitute a majority
of the Board of Directors, by an independent investment
banking firm selected by the Board of Directors, whose
determination shall be described in a statement filed with
the Rights Agent and shall be conclusive for all purposes.
(ii) For the purpose of any computation hereunder, the
"current market price per share of Preferred Stock shall be
determined in the same manner as set forth above for the
Common Stock in clause (i) of this Section 11(d) (other than
the last sentence thereof). If the current market price per
share of Preferred Stock cannot be determined in the manner
provided above or if the Preferred Stock is not publicly
held or listed or traded in a manner described in clause (i)
of this Section 11(d), the "current market price" per share
of Preferred Stock shall be conclusively deemed to be an
amount equal to 100 (as such number may be appropriately
adjusted for such events as stock splits, stock dividends
and recapitalization with respect to the Common Stock
occurring after the date of this Agreement) multiplied by
the current market price per share of the Common Stock. If
neither the Common Stock nor the Preferred Stock is publicly
held or so listed or traded, "current market price" per
share of the Preferred Stock shall mean the fair value per
share as determined in good faith by the Board of Directors
of the Company, whose determination shall be described in a
statement filed with the Rights Agent and shall be
conclusive for all purposes. For all purposes of this
Agreement, the "current market price" of one one-hundredth
of a share of Preferred Stock shall be equal to the "current
market price" of one share of Preferred Stock divided by
100.
(e) No adjustment in the Purchase Price shall be required
unless such adjustment would require an increase or decrease of
at least 1 percent in such price; provided, however, that any
adjustments which by reason of this Section 11(e) are not
required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under
this Section 11 shall be made to the nearest cent or to the
nearest ten-thousandth of a share as the case may be.
Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later
than the earlier of (i) three years from the date of the
transaction which mandates such adjustment or (ii) the date of
the expiration of the right to exercise any Rights.
(f) If, as a result of an adjustment made pursuant to
Section 11(a), the holder of any Right thereafter exercised shall
become entitled to receive any Capital Stock Equivalents or other
shares of capital stock of the Company other than shares of
Preferred Stock, thereafter the number of such other shares so
receivable upon exercise of any Right and the payment Purchase
Price thereof shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Preferred Stock contained in
Section 11(a) through (o), inclusive, and the provisions of
Sections 7, 9, 10, 13 and 14 with respect to the Preferred Stock
shall apply on like terms to any such other shares.
(g) All Rights originally issued by the Company subsequent
to any adjustment made to the Purchase Price hereunder shall
evidence the right to purchase, at the adjusted Purchase Price,
the number of one one-hundredths of a share of Preferred Stock
purchasable from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.
(h) Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase
Price as a result of the calculations made in Sections 11(b) and
(c), each Right outstanding immediately prior to the making of
such adjustment shall thereafter evidence the right to purchase,
at the adjusted Purchase Price, that number of one one-hundredths
of a share of Preferred Stock (calculated to the nearest ten-
thousandth) obtained by (i) multiplying the number of one one-
hundredths of a share covered by a Right immediately prior to
this adjustment by the Purchase Price in effect immediately prior
to such adjustment of the Purchase Price and (ii) dividing the
product so obtained by the Purchase Price in effect immediately
after such adjustment of the Purchase Price.
(i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights
in substitution for any adjustment in the number of one one-
hundredths of a share of Preferred Stock purchasable upon the
exercise of a Right. Each of the Rights outstanding, after such
adjustment of the number of Rights, shall be exercisable for the
number of one one-hundredths of a share of Preferred Stock for
which a Right was exercisable immediately prior to such
adjustment. Each Right held of record prior to such adjustment
of the number of Rights shall become that number of Rights
(calculated to the nearest ten-thousandth) obtained by dividing
the Purchase Price in effect immediately prior to adjustment of
the Purchase Price by the Purchase Price in effect immediately
after the adjustment of the Purchase Price. The Company shall
make a public announcement of its election to adjust the number
of Rights, indicating the record date for the adjustment to be
made. This record date may be the date on which the Purchase
Price is adjusted or any date thereafter, but, if the Rights
Certificates have been issued, shall be at least 10 days later
than the date of the public announcement. If Rights Certificates
have been issued, upon each adjustment of the number of Rights
pursuant to this Section 11(i), the Company shall, as promptly as
practicable, cause to be distributed to holders of Rights
Certificates on such record date Rights Certificates evidencing,
subject to Section 14, the additional Rights to which such
holders shall be entitled as a result of such adjustment, or, at
the option of the Company, shall cause to be distributed to such
holders of record in substitution and replacement for the Rights
Certificates held by such holders prior to the date of
adjustment, and upon surrender thereof, if required by the
Company, new Rights Certificates evidencing all the Rights to
which such holders shall be entitled after such adjustment.
Rights Certificates so to be distributed shall be issued,
executed and countersigned in the manner provided for herein (and
may bear, at the option of the Company, the adjusted Purchase
Price) and shall be registered in the names of the holders of
record of Rights Certificates on the record date specified in the
public announcement.
(j) Irrespective of any adjustment or change in the
Purchase Price of the number of one one-hundredths of a share of
Preferred Stock issuable upon the exercise of the Rights, the
Rights Certificates theretofore and thereafter issued may
continue to express the Purchase Price per one one-hundredths of
a share and the number of one one-hundredths of a share which
were expressed in the initial Rights Certificates issued
hereunder.
(k) Before taking any action that would cause an adjustment
reducing the Purchase Price below one one-hundredth of the then
par or stated value, if any, of a share of Preferred Stock
issuable upon exercise of the Rights, the Company shall take any
corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue
fully paid and non-assessable such number of one one-hundredths
of a share of such Preferred Stock at such adjusted Purchase
Price.
(l) In any case in which this Section 11 shall require that
an adjustment in the Purchase Price be made effective as of a
record date for a specified event, the Company may elect to defer
until the occurrence of such event the issuing to the holder of
any Right exercised after such record date the number of one one-
hundredths of a share of Preferred Stock and other capital stock
or securities of the Company, if any, issuable upon such exercise
over and above the number of one one-hundredths of a share of
Preferred Stock and other capital stock or securities of the
Company, if any, issuable upon such exercise on the basis of the
Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill
or other appropriate instrument evidencing such holder's right to
receive such additional shares upon the occurrence of the event
requiring such adjustment.
(m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such
reductions in the Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and to the
extent that the Company, in its sole discretion, shall determine
to be advisable in order that any consolidation or subdivision of
Preferred Stock, issuance wholly for cash of any Preferred Stock
at less than the current market price, issuance wholly for cash
of preferred stock or securities which by their terms are
convertible into or exchangeable for Preferred Stock, stock
dividends or issuance of rights, options or warrants referred to
hereinabove in this Section 11, hereafter made by the Company to
holders of its Preferred Stock shall not be taxable to such
stockholders.
(n) The Company covenants and agrees that, after the
Distribution Date, it will not, except as permitted by Sections
23 or 26 hereof, take (nor will it permit any of its subsidiaries
to take) any action if at the time such is taken it is reasonably
foreseeable that such action will diminish substantially or
otherwise eliminate the benefits intended to be afforded by the
Rights, unless such action is approved by a majority of the
Independent Directors and the Independent Directors constitute a
majority of the Board of Directors.
(o) The Company covenants and agrees that it shall not, at
any time after the Distribution Date, (i) consolidate with, (ii)
merge with or into, or (iii) sell or transfer (or permit any of
its subsidiaries to sell or transfer), in one or more
transactions, assets or earning power aggregating more than 50
percent of the assets or earning power of the Company and its
subsidiaries (taken as a whole) to, any other Person if at the
time of or immediately after such consolidation, merger or sale
there are any rights, warrants or other instruments or securities
outstanding or agreements in effect which would substantially
diminish or otherwise eliminate the benefits intended to be
afforded by the Rights.
(p) Anything in this Agreement to the contrary notwith-
standing, in the event that the Company shall at any time after
the Record Date and prior to the Distribution Date (i) declare a
dividend on the outstanding shares of Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding shares of
Common Stock, or (iii) combine the outstanding shares of Common
Stock into a smaller number of shares, the number of Rights
associated with each share of Common Stock then outstanding, or
issued or delivered thereafter but prior to the Distribution
Date, shall be proportionately adjusted so that the number of
Rights thereafter associated with each share of Common Stock
following any such event shall equal the result obtained by
multiplying the number of Rights associated with each share of
Common Stock immediately prior to such event by a fraction, the
numerator of which shall be the total number of shares of Common
Stock outstanding immediately prior to the occurrence of the
event and the denominator of which shall be the total number of
shares of Common Stock outstanding immediately following the
occurrence of such event.
(q) The exercise of Rights under Section 11(a)(ii) shall
only result in the loss of rights under Section 11(a)(ii) to the
extent so exercised and shall not otherwise affect the Rights
provided for under this Rights Agreement, including the rights
provided for by Section 13.
Section 12. Certificate of Adjusted Purchase Price or
Number of Shares. Whenever an adjustment is made as provided in
Sections 11 and 13, the Company shall (a) promptly prepare a
certificate setting forth such adjustment, and a brief statement
of the facts accounting for such adjustment, (b) promptly file
with the Rights Agent and with each transfer agent for the
Preferred Stock a copy of such certificate and (c) mail a brief
summary thereof to each holder of a Rights Certificate in
accordance with Section 25.
Section 13. Consolidation, Merger or Sale or Transfer of
Assets or Earning Power.
(a) In the event that, following the Share Acquisition Date,
directly or indirectly, (x) the Company shall consolidate with,
or merge with and into, any other Person (other than a Subsidiary
of the Company in a transaction which complies with Section 11(a)
hereof) and the Company shall not be the surviving or continuing
corporation of such consolidation or merger, (y) any Person shall
consolidate, with, or merge with or into, the Company, and the
Company shall be the continuing or surviving corporation of such
merger and, in connection with such merger, all or part of the
Common Stock shall be changed into or exchanged for stock or
other securities of any other Person or cash or any other
property, or (z) the Company shall sell or otherwise transfer (or
one or more of its subsidiaries shall sell or otherwise
transfer), in one or more transactions, assets or earning power
aggregating more than 50 percent of the assets or earning power
of the Company and its subsidiaries (taken as a whole) to any
other Person or Persons (other than the Company or any subsidiary
of the Company in one or more transactions each of which complies
with Section 11(n) hereof), then, and in each such case, proper
provision shall be made so that: (i) each holder of a Right
shall thereafter be entitled to receive, upon the exercise
thereof at the then-current Purchase Price in accordance with the
terms of this Agreement, such number of shares of validly issued,
fully paid, non-assessable and freely tradable Common Stock of
the Principal Party (as hereinafter defined), not subject to any
liens, encumbrances, rights of call or first refusal, or other
adverse claims as shall be equal to the result obtained by (1)
multiplying the then current Purchase Price by the then number of
one one-hundredths of a share of Preferred Stock for which a
Right is then exercisable immediately prior to the first
occurrence of a Section 13 Event (or, if a Section 11(a)(ii)
Event has occurred prior to the first occurrence of a Section 13
Event, multiplying the number of such one one-hundredths of a
share for which a Right was exercisable immediately prior to the
first occurrence of a Section 11(a)(ii) Event by the Purchase
Price in effect immediately prior to such first occurrence), and
(2) dividing that product by 50 percent of the current market
price per share of the Common Stock of such Principal Party
(determined in the manner described in Section 11(d)) on the date
of consummation of such consolidation, merger, sale or transfer;
(ii) the Principal Party shall thereafter be liable for, and
shall assume, by virtue of such consolidation, merger, sale or
transfer, all the obligations and duties of the Company pursuant
to this Agreement; (iii) the term "Company" shall thereafter be
deemed to refer to such Principal Party, it being specifically
intended that the provisions of Section 11 apply to such
Principal Party; and (iv) such Principal Party shall take such
steps (including, but not limited to, the authorization and
reservation of a sufficient number of shares of its Common Stock)
in connection with such consummation as may be necessary to
assure that the provisions hereof shall thereafter be applicable,
as nearly as reasonably may be, in relation to the shares of its
Common Stock thereafter deliverable upon the exercise of the
Rights.
(b) "Principal Party" shall mean
(1) in the case of any transaction described in (x) or
(y) of Section 13(a), the Person that is the issuer of any
securities into which shares of Common Stock of the Company
are converted in such merger or consolidation, and if no
securities are so issued, the Person that is the other party
to the merger or consolidation; and
(2) in the case of any transaction described in (z)
Section 13(a), the Person that is the party receiving the
greatest portion of the assets or earning power transferred
pursuant to such transaction or transactions;
provided, however, that in any such case, (x) if the Common Stock
of such Person is not at such time and has not been continuously
over the preceding 12-month period registered under Section 12 of
the Securities Exchange Act of 1934, and such Person is a direct
or indirect subsidiary of another corporation the Common Stock of
which is and has been so registered, "Principal Party" shall
refer to such other corporation; (y) in case such Person is a
subsidiary, directly or indirectly, of more than one corporation,
the Common Stocks of all of which are and have been so
registered, "Principal Party" shall refer to whichever of such
corporations is the issuer of the Common Stock having the
greatest market value of shares held by the public, and (z) in
case such Person is owned, directly or indirectly, by a joint
venture formed by two or more Persons that are not owned,
directly or indirectly, by the same Person, the rules set forth
in (x) and (y) above shall apply to each of the chains of
ownership having an interest in such joint venture as if such
party were a "subsidiary" of both or all of such joint venturers
and the Principal Parties in each such chain shall bear the
obligations set forth in this Section 13 in the same ratio as
their direct or indirect interests in such Person bear to the
total of such interests.
(c) The Company shall not consummate any such consolida-
tion, merger, sale or transfer unless the Principal Party shall
have a sufficient number of authorized shares of its Common Stock
which have not been issued or reserved for issuance to permit the
exercise in full of the Rights in accordance with this Section 13
and unless prior thereto the Company and such Principal Party
shall have executed and delivered to the Rights Agent a
supplemental agreement providing for the terms set forth in
paragraphs (a) and (b) of this Section 13 and further providing
that, as soon as practicable after the date of any consolidation,
merger or sale of assets mentioned in paragraph (a) of this
Section 13, the Principal Party will
(i) prepare and file a registration statement under
the Securities Act of 1933, as amended (the "Act") with
respect to the Rights and the securities purchasable upon
exercise of the Rights on an appropriate form, will use its
best efforts to cause such registration statement to become
effective as soon as practicable after such filing and will
use its best efforts to cause such registration statement to
remain effective (with a prospectus at all times meeting the
requirements of the Act) until the date of expiration of the
Rights; and
(ii) will deliver to holders of the Rights historical
financial statements for the Principal Party and each of its
Affiliates which comply in all respects with the
requirements for registration on Form 10 under the
Securities Exchange Act of 1934.
The provisions of this Section 13 shall similarly apply to
successive mergers or consolidations or sales or other transfers.
The rights under this Section 13 shall be in addition to the
rights to exercise Rights and adjustments under Section 11(a)(ii)
and shall survive any exercise thereunder.
(d) Notwithstanding anything in this Agreement to the
contrary, Section 13 shall not be applicable to a transaction
described in subparagraphs (x) and (y) of Section 13(a) if (i)
such transaction is consummated with a Person or Persons who
acquired shares of Common Stock pursuant to a Permitted Offer (or
a wholly owned subsidiary of any such Person or Persons), (ii)
the price per share of Common Stock offered in such transactions
is not less than the price per Common Share paid to all holders
of Common Stock whose shares were purchased pursuant to such
Permitted Offer, and (iii) the form of consideration being
offered to the remaining holders of Common Stock pursuant to such
transaction is the same as the form of consideration paid
pursuant to such Permitted Offer. Upon consummation of such
transaction contemplated by this subsection (d), all Rights
hereunder shall expire.
Section 14. Fractional Rights and Fractional Shares.
(a) The Company shall not be required to issue fractions of
Rights or to distribute Rights Certificates which evidence
fractional Rights. In lieu of such fractional Rights, there
shall be paid to the registered holders of the Rights
Certificates with regard to which such fractional Rights would
otherwise be issuable, an amount in cash equal to the same
fraction of the current market value of a whole Right. For the
purposes of this Section 14(a), the current market value of a
whole Right shall be the closing price of the Rights for the
Trading Day immediately prior to the date on which such
fractional Rights would have been otherwise issuable. The
closing price for any day shall be the last sale price, regular
way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction
reporting system with respect to securities listed on the
principal national securities exchange on which the Rights are
listed or admitted to trading or, if the Rights are not listed or
admitted to trading on any national securities exchange, the last
sale price or, if not so quoted, the average of the high bid and
low asked prices in the over-the-counter market, as reported by
NASDAQ or such other system then in use or, if on any such date
the Rights are not quoted by any such organization, the average
of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected
by the Board of Directors of the Company. If on any such date no
such market maker is making a market in the Rights the fair value
of the Rights on such date as determined in good faith by the
Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of
shares of Preferred Stock (other than fractions which are
integral multiples of one one-hundredth of a share of Preferred
Stock) upon exercise of the Rights or to distribute certificates
which evidence fractional shares. In lieu of fractional shares
that are not integral multiples of one one-hundredth of a share
of Preferred Stock, the Company may pay to the registered holders
of Rights Certificates at the time such Rights are exercised as
herein provided an amount in cash equal to the same fraction of
the current market value of one one-hundredth of a share of
Preferred Stock. For purposes of this Section 14(b), the current
market value of one one-hundredth of a share of Preferred Stock
shall be one one-hundredth of the closing price of a share of
Preferred Stock (as determined pursuant to Section 11(d)(ii)) for
the Trading Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Triggering Event the
Company shall not be required to issue fractions of shares of
Common Stock upon exercise of the Rights or to distribute
certificates which evidence fractional shares of Common Stock.
In lieu of fractional shares of Common Stock, the Company may pay
to the registered holders of Rights Certificates at the time such
Rights are exercised as herein provided an amount in cash equal
to the same fraction of the current market value of one (1) share
of a the Common Stock. For purposes of this Section 14(c), the
current market value of one share of Common Stock shall be the
closing price of one share of Common Stock (as determined
pursuant to Section 11(d)(i) hereof) for the Trading Day
immediately prior to the date of such exercise.
(d) The holder of a Right by the acceptance of the Right
expressly waives his right to receive any fractional Rights or
any fractional shares upon exercise of a Right.
Section 15. Rights of Action. All rights of action in
respect of this Agreement are vested in the respective registered
holders of the Rights Certificates (and, prior to the
Distribution Date, the registered holders of the Common Stock);
and any registered holder of any Rights Certificate (or, prior to
the Distribution Date, of the Common Stock), may, in his own
behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, his right to exercise
the Rights evidenced by such Rights Certificate in the manner
provided in such Rights Certificate and in this Agreement.
Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the
holders of Rights would not have an adequate remedy at law for
any breach of this Agreement and will be entitled to specific
performance of the obligations under, and injunctive relief
against actual or threatened violations of, the obligations of
any Person subject to this Agreement.
Section 16. Agreement of Right Holders. Every holder of
a Right by accepting the same consents and agrees with the
Company and the Rights Agents and with every other holder of a
Right that:
(a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of the Common
Stock;
(b) after the Distribution Date, the Rights Certificates
are transferable only on the registry books of the Rights Agent
if surrendered at the principal office of the Rights Agent, duly
endorsed or accompanied by a proper instrument of transfer and
with the appropriate forms and certificates fully executed;
(c) subject to Section 6(a), Section 7(e) and Section 7(f)
hereof, the Company and the Rights Agent may deem and treat the
Person in whose name the Rights Certificate (or, prior to the
Distribution Date, the associated Common Stock certificate) is
registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or
writing on the Rights Certificates or the associated Common Stock
certificate made by anyone other than the Company or the Rights
Agent) for all purposes whatsoever, and neither the Company nor
the Rights Agent, subject to the last sentence of Section 7(e)
hereof, shall be required to be affected by any notice to the
contrary; and
(d) notwithstanding anything in this Agreement to the
contrary, neither the Company nor the Rights Agent shall have any
liability to any holder of a Right or other Person as a result of
its inability to perform any of its obligations under this
Agreement by reason of any preliminary or permanent injunction or
other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative
agency or commission, or any statute, rule, regulation or
executive order promulgated or enacted by any governmental
authority, prohibiting or otherwise restraining performance of
such obligation; provided, however, the Company must use its best
efforts to have any such order, decree or ruling lifted or
otherwise overturned as soon as possible.
Section 17. Rights Certificate Holder Not Deemed a
Stockholder. No holder, as such, of any Rights Certificate shall
be entitled to vote, receive dividends or be deemed for any
purpose the holder of the number of shares of Preferred Stock or
any other securities of the Company which may at any time be
issuable on the exercise of the Rights represented thereby, nor
shall anything contained herein or in any Rights Certificate be
construed to confer upon the holder of any Rights Certificate, as
such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders (except as
provided in Section 24), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by such
Rights Certificates shall have been exercised in accordance with
the provisions hereof.
Section 18. Concerning the Rights Agent. The Company
agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder and, from time to time, on
demand of the Rights Agent, its reasonable expenses and counsel
fees and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of
its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss,
liability, or expense, incurred without negligence, bad faith or
willful misconduct on the part of the Rights Agent, for anything
done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the
cost and expenses of defending against any claim of liability in
the premises (including reasonable counsel fees and expenses).
The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or
omitted by it in connection with its administration of this
Agreement in reliance upon any Rights Certificate or certificate
for the Common Stock or for other securities of the Company,
instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it
to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper Person or Persons.
Section 19. Merger or Consolidation or Change of Name of
Rights Agent. Any corporation into which the Rights Agent or any
successor Rights Agent may be merged with or with which it may be
consolidated, or any corporation resulting from any merger or
consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation, succeeding to the
corporate trust or stock transfer business of the Rights Agent or
any successor Rights Agent, shall be the successor to the Rights
Agent under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties
hereto, provided, however, that such corporation would be
eligible for appointment as a successor Rights Agent under the
provisions of Section 21. In case at the time such successor
Rights Agent shall succeed to the agency created by this
Agreement, any of the Rights Certificates shall have been
countersigned but not delivered, any such successor Rights Agent
may adopt the countersignature of the predecessor so
countersigned; and in case at that time any of the Rights
Certificates shall not have been countersigned, any successor
Rights Agent may countersign such Rights Certificates either in
the name of the predecessor Rights Agent or in the name of the
successor Rights Agent; and in all such cases such Rights
Certificates shall have the full force provided in the Rights
Certificates and in this Agreement.
In case at any time the name of the Rights Agent shall be
changed and at such time any of the Rights Certificates shall
have been countersigned but not delivered, the Rights Agent may
adopt the countersignature under its prior name and deliver
Rights Certificates so countersigned; and in case at that time
any of the Rights Certificates shall not have been countersigned,
the Rights Agent may countersign such Rights Certificates either
in its prior name or in its changed name; and in all such cases
such Rights Certificates shall have the full force provided in
the Rights Certificates and in this Agreement.
Section 20. Duties of Rights Agent. The Rights Agent
undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions, by all of which the
Company and the holders of Rights Certificates, by their
acceptance thereof, shall be bound:
(a) The Rights Agent may consult with the legal counsel
(who may be legal counsel for the Company), and the opinion of
such counsel shall be full and complete authorization and
protection to the Rights Agent as to any action taken or omitted
by it in good faith and in accordance with such opinion.
(b) Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company
prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved
and established by a certificate signed by any one of the
Chairman of the Board, the President, any Vice President, the
Treasurer or the Secretary of the Company and delivered to the
Rights Agent; and such certificate shall be full authorization to
the Rights Agent for any action taken or suffered in good faith
by it under the provisions of this Agreement in reliance upon
such certificate.
(c) The Rights Agent shall be liable hereunder only for its
own negligence, bad faith or willful misconduct.
(d) The Rights Agent shall not be liable for, or by reason
of, any of the statements of fact or recitals contained in this
Agreement or in the Rights Certificates (except its
countersignature thereof) or be required to verify the same, but
all such statements and recitals are and shall be deemed to have
been made by the Company only.
(e) The Rights Agent shall not be under any responsibility
in respect of the validity of this Agreement or the execution and
delivery hereof (except the due execution hereof by the Rights
Agent) or in respect of the validity or execution of any Rights
Certificate (except its countersignature thereof); nor shall it
be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Rights
Certificate; nor shall it be responsible for any adjustment
required under the provisions of Sections 11 or 13 or be
responsible for the manner, method or amount of any such
adjustment or the ascertaining of the existence of facts that
would require any such adjustment (except with respect to the
exercise of Rights evidenced by Rights Certificates after actual
notice of any such adjustment); nor shall it by any act hereunder
be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock or
Preferred Stock to be issued pursuant to this Agreement or any
Rights Certificate or as to whether any shares of the Common
Stock or Preferred Stock will, when issued, be validly authorized
and issued, fully paid and non-assessable.
(f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts,
instruments and assurances as may be reasonably required by the
Rights Agent for the carrying out or performing by the Rights
Agent of the provisions of this Agreement.
(g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties
hereunder from any one of the Chairman of the Board, the
President, any Vice-President, the Secretary or the Treasurer of
the Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not be
liable for any action taken or suffered to be taken by it in good
faith in accordance with instructions of any such officer.
(h) The Rights Agent and any stockholder, director, officer
or employee of the Rights Agent may buy, sell or deal in any of
the Rights or other securities of the Company or become
pecuniarily interested in any transaction in which the Company
may be interested, or contract with or lend money to the Company
or otherwise act as fully and freely as though it were not Rights
Agent under this Agreement. Nothing herein shall preclude the
Rights Agent from acting in any other capacity for the Company or
for any other legal entity.
(i) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through its attorneys or agents,
and the Rights Agent shall not be answerable or accountable for
any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such
act, default, neglect or misconduct, provided reasonable care was
exercised in the selection and continued employment thereof.
(j) No provision of this Agreement shall require the Rights
Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties
hereunder or in the exercise of its rights if there shall be
reasonable grounds for believing that repayment of such funds or
adequate indemnification against such risk or liability is not
reasonably assured to it.
(k) If, with respect to any Rights Certificate surrendered
to the Rights Agent for exercise or transfer, the certificate
attached to the form of assignment or form of election to
purchase, as the case may be, has either not been completed or
indicated an affirmative response to clause 1 and/or 2 thereof,
the Rights Agent shall not take any further action with respect
to such requested exercise of transfer without first consulting
with the Company.
Section 21. Change of Rights Agent. The Rights Agent or
any successor Rights Agent may resign and be discharged from its
duties under this Agreement and upon 30 days notice in writing
mailed to the Company and to each transfer agent of the Preferred
Stock and the Common Stock by registered or certified mail, and
to the holders of the Rights Certificates by first class mail.
The Company may remove the Rights Agent or any successor Rights
Agent upon 30 days notice in writing, mailed to the Rights Agent
or successor Rights Agent, as the case may be, and to each
transfer agent of the Preferred Stock and the Common Stock by
registered or certified mail, and to the holders of the Rights
Certificates by first-class mail. If the Rights Agent shall
resign or be removed or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Rights
Agent. If the Company shall fail to make such appointment within
a period of 30 days after giving notice of such removal or after
it has been notified in writing of such resignation or incapacity
by the resigning or incapacitated Rights Agent or by the holder
of a Rights Certificate (who shall, with such notice, submit his
Rights Certificate for inspection by the Company), then the
registered holder of any Rights Certificate may apply to any
court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by
the Company or by such a court, shall be (i) a corporation
organized and doing business under the laws of the United States
or of any state of the United States, in good standing, which is
authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by
federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at
least $50 million, or (ii) an Affiliate of a corporation
described in clause (i) of this sentence. After appointment, the
successor Rights Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment the Company shall
file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Preferred Stock and the Common
Stock, and mail a notice thereof in writing to the registered
holders of the Rights Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor
Rights Agent, as the case may be.
Section 22. Issuance of New Rights Certificates.
Notwithstanding any of the provision of this Agreement or of the
Rights to the contrary, the Company may, at its option, issue new
Rights Certificates evidencing Rights in such form as may be
approved by its Board of Directors to reflect any adjustment or
change in the Purchase Price per share and the number or kind or
class of shares or other securities or property purchasable under
the Rights Certificates made in accordance with the provisions of
this Agreement. In addition, in connection with the issuance or
sale of shares of Common Stock following the Distribution Date
and prior to the redemption or expiration of the Rights, the
Company (a) shall, with respect to shares of Common Stock so
issued or sold pursuant to the exercise of stock options or under
any employee plan or arrangement, or upon the exercise,
conversion or exchange of securities hereinafter issued by the
Company, and (b) may, in any other case, if deemed necessary or
appropriate by the Board of Directors of the Company, issue
Rights Certificates representing the appropriate number of Rights
in connection with such issuance or sale; provided, however, that
(i) no such Rights Certificate shall be issued if, and to the
extent that, the Company shall be advised by counsel that such
issuance would create a significant risk of material adverse tax
consequences to the Company or the Person to whom such Rights
Certificates would be issued, and (ii) no such Rights Certificate
shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance
thereof.
Section 23. Redemption.
(a) The Board of Directors of the Company may, at its
option, at any time prior to 5:00 p.m., Kansas City time, on the
earlier of (x) the close of business on the Share Acquisition
Date or (y) the Final Expiration Date, redeem all but not less
than all of the then outstanding Rights at a redemption price of
$0.005 per Right 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"), provided, however, that if, following
the occurrence of a Share Acquisition Date but prior to any event
described in Section 13(a), either (x) in connection with any
event specified in Section 13(a) in which all holders of Common
Stock are treated alike and not involving (other than as a holder
of Common Stock being treated like all other such holders) an
Acquiring Person or an Affiliate or Associate of an Acquiring
Person or any other person in which such Acquiring Person,
Affiliate or such Associate has any interest, or any other Person
acting directly or indirectly on behalf of or in association with
any such Acquiring Person, Affiliate or Associate, or (y)
following the occurrence of an event set forth in, and the
expiration of any period during which the holders of Rights may
exercise the Rights under, Section 11(a)(ii) if each of the
following shall have occurred and remain in effect: (i) a Person
who is an Acquiring Person shall have transferred or otherwise
dispose of a number of shares of Common Stock in a transaction,
or series of transactions, which did not result in the occurrence
of a Triggering Event such that such Person is thereafter a
Beneficial Owner of 10 percent or less of the outstanding shares
of Common Stock, (ii) there are no other Persons, immediately
following the occurrence of the event described in clause (i),
who are Acquiring Persons, and (iii) the transfer or other
disposition described in clause (i) above was other than pursuant
to a transaction, or series of transactions, which directly or
indirectly involved the Company or any of its Subsidiaries, then
the right of redemption shall be reinstated and thereafter be
subject to the provisions of this Section 23.
(b) Immediately upon the action of the Board of Directors
of the Company ordering the redemption of the Rights, and without
any further action and without any notice, the right to exercise
the Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price.
Within 10 days after the action of the Board of Directors
ordering the redemption for the Rights, the Company shall give
notice of such redemption to the holders of the then outstanding
Rights by mailing such notice to all such holders at their last
addresses as they appear upon the registry books of the Rights
Agent or, prior to the Distribution Date, on the registry books
of the Transfer Agent for the Common Stock. Any notice which is
mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice. Each such notice
of redemption will state the method by which the payment of the
Redemption Price will be made. Neither the Company nor any of
its Affiliates or Associates may redeem, acquire or purchase for
value any Rights at any time in any manner other than that
specifically set forth in this Section 23, and other than in
connection with the purchase of Common Stock prior to the
Distribution Date.
Section 24. Notice of Certain Events. In case the
Company shall propose at any time following the Distribution Date
(i) to pay any dividend payable in stock of any class to the
holders of its Preferred Stock or to make any other distribution
to the holders of Preferred Stock (other than a regular periodic
cash dividend at a rate not in excess of 125 percent of the rate
of the last cash dividend theretofore paid), or (ii) to offer to
the holders of Preferred Stock rights or warrants to subscribe
for or to purchase any additional shares of Preferred Stock or
shares of stock of any class or any other securities, rights or
options, or (iii) to effect any reclassification of Preferred
Stock (other than a reclassification involving only the
subdivision of outstanding Preferred Stock), or (iv) to effect
any consolidation or merger into or with any other Person (other
than a Subsidiary of the Company in a transaction which complies
with Section 11(n) hereof), (v) or to effect any sale or other
transfer (or to permit one or more of its subsidiaries to effect
any sale or other transfer), in one or more transactions, of more
than 50 percent of the assets or earning power of the Company and
its subsidiaries (taken as a whole) to, any other Person, or (vi)
to effect the liquidation, dissolution or winding up of the
Company, then, in each such case, the Company shall give to each
holder of a Rights Certificate, in accordance with Section 25, a
notice of such proposed action, which shall specify the record
date for the purposes of such stock dividend, distribution of
rights or warrants, or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution,
or winding up is to take place and the date of participation
therein by the holders of the Preferred Stock, if any such date
is to be fixed, and such notice shall be so given in the case of
any action covered by clause (i) or (ii) above at least twenty
days prior to the record date for determining holders of
Preferred Stock for purposes of such action, and in the case of
any such other action, at least twenty days prior to the date of
the taking of such proposed action or the date of participation
therein by the holders of the Preferred Stock, whichever shall be
earlier.
In case any of the events set forth in Section 11(a)(ii) of
this Agreement shall occur, then, in any such case, the Company
shall as soon as practicable thereafter give to each holder of a
Rights Certificate, in accordance with Section 25, a notice of
the occurrence of such event, which shall specify the event and
the consequences of the event to holders of Rights under Section
11(a)(ii) and all references in the preceding paragraph to
Preferred Stock shall be deemed to thereafter refer to Common
Stock and/or other securities, as the case may be.
Section 25. Notices. Notices or demands authorized by
this Agreement to be given or made by the Rights Agent or by the
holder of any Rights Certificate to or on the Company shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing
with the Rights Agent) as follows:
UMB Financial Corporation
P.O. Box 13686
Kansas City, Missouri 64199
Attention: Corporate Secretary
Subject to the provisions of Section 21, any notice or demand
authorized by this Agreement to be given or made by the Company
or by the holder of any Rights Certificate to or on the Rights
Agent shall be sufficiently given or made if sent by first-class
mail, postage prepaid, addressed (until another address is filed
in writing with the Company) as follows:
Harris Trust and Savings Bank
14th Floor, 311 West Monroe Street
Chicago, Illinois 60606
Attention: Shareholder Services
Notices or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any
Rights Certificate shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at
the address of such holder as shown on the registry books of the
Company.
Section 26. Supplements and Amendments. The Company and
the Rights Agent may from time to time supplement or amend this
Agreement without approval of any holders of Rights Certificates
in order (i) to cure any ambiguity, (ii) to correct or supplement
any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) prior to the
Distribution Date, to change or supplement the provisions
hereunder which the Company may deem necessary or desirable, or
(iv) following the Distribution Date, 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. 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 unless the Rights
Agent shall have determined in good faith that such supplement or
amendment would adversely affect its interests under this
Agreement. 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.
Section 27. Successors. All the covenants and provisions
of this Agreement by or for the benefit of the Company or the
Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.
Section 28. Determination and Actions by the Board of
Directors, etc. For all purposes of this Agreement, any
calculation of the number of shares of Common Stock outstanding
at any particular time, including for purposes of determining the
particular percentage of such outstanding shares of Common Stock
of which any Person is the Beneficial Owner, shall be made in
accordance with the provisions of Rule 13d-3(d)(1)(i) of the
General Rules and Regulations under the Exchange Act. The Board
of Directors of the Company (and, where specifically provided for
herein, the Independent Directors) shall have the exclusive power
and authority to administer this Agreement and to exercise all
rights and powers specifically granted to the Board, or the
Company (or, as expressly provided, the Independent Directors),
or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power to
(i) interpret the provisions of this Agreement, and (ii) make all
determinations deemed necessary or advisable for the
administration of this Agreement (including a determination to
redeem or not redeem the Rights or to amend the Agreement). All
such actions, calculations, interpretations and determinations
(including, for the purpose of clause (ii) below, all omissions
with respect to the foregoing) which are done or made by the
Board (or, as provided for, by the Independent Directors) in good
faith, shall (i) be final, conclusive and binding on the Company,
the Rights Agent, the holders of the Rights Certificates and all
other parties, and (ii) not subject to the Board or the
Independent Directors to any liability to the holders of the
Rights Certificates.
Section 29. Benefits of this Agreement. Nothing in this
Agreement shall be construed to give any person or corporation
other than the Company, the Rights Agent and the registered
holders of the Rights Certificates (and, prior to the
Distribution Date, the Common Stock) any legal or equitable
right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Rights
Certificates.
Section 30. Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this
Agreement to the contrary, if any such term, provision, covenant
or restriction is held by such court or authority to be invalid,
void or unenforceable and the Board of Directors of the Company
determines in its good faith judgment that severing the invalid
language from this Agreement would adversely affect the purpose
or effect of this Agreement, the right or redemption set forth in
Section 23 hereof shall be reinstated and shall not expire until
the close of business on the tenth day following the date of such
determination by the Board of Directors.
Section 31. Governing Law. This Agreement and each
Rights Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Missouri and for all
purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts to be made a
performed entirely within such State, except for Sections 18, 19,
20 and 21 hereof which for all purposes shall be governed by and
construed in accordance with the laws of the State of Illinois.
Section 32. Counterparts. This Agreement may be executed
in any number of counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
Section 33. Descriptive Headings. Descriptive headings
of the several Sections of this Agreement are inserted for
convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement 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.
[SEAL] UMB FINANCIAL CORPORATION
Attest:
By /s/ David D. Miller By /s/ S. Kemper
Title: Secretary Title: President
[SEAL] HARRIS TRUST AND SAVINGS
CORPORATION
Attest:
By /s/K. W. Penn By /s/ Donald W. Koslow
Title: Asst. Secretary Title: Vice President
<PAGE>
EXHIBIT A
FORM OF
CERTIFICATE OF DESIGNATION
OF
UMB FINANCIAL CORPORATION
SERIES A PREFERRED STOCK
UMB Financial Corporation, a corporation organized and
existing under and by virtue of The General and Business
Corporation Law of Missouri, DOES HEREBY CERTIFY:
That at a meeting of the Board of Directors of UMB Financial
Corporation the following resolution was duly adopted creating
_________ shares of Preferred Stock, designated as Series A
Preferred Stock.
RESOLVED, that pursuant to the authority granted
to and vested in the Board of Directors of this
Corporation in accordance with the provisions of the
Articles of Incorporation, as amended, a series of
Series A Preferred Stock of the Corporation be, and it
hereby is created, and the designation and amount
thereof and the relative rights, preferences and
limitations thereof (in addition to the provisions set
forth in the Articles of Incorporation, as amended, of
the Corporation, which are applicable to the Preferred
Stock of all classes and series) are as follows:
1. Designation and Amount. The shares of such series
shall be designated as "Series A Preferred Stock, $0.10 par
value," and the number of shares initially constituting such
series shall be _______.
2. Dividends and Distribution.
(A) Subject to any prior and superior rights of the
holders of any series of Preferred Stock ranking prior and
superior to the shares of Series A Preferred Stock with respect
to dividends, the holders of shares of Series A Preferred Stock
shall be entitled prior to the payment of any dividends on shares
ranking junior to the Series A Preferred Stock to receive, when,
as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on
the last day of February, May, August and November in each year
(each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a
share of Series A Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a)
$_______ or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount
of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common
Stock or a subdivision of the outstanding shares of Common Stock
(by reclassification or otherwise), declared on the Common Stock,
par value $1.00 per share, of the Corporation (the "Common
Stock") since the immediately preceding Quarterly Dividend
Payment Date, or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction
of a share of Series A Preferred Stock. In the event the
Corporation shall at any time after __________________, 1995 (the
"Rights Declaration Date") (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the
amount to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event under clause (b) of
the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
paragraph (A) above immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable
in shares of Common Stock); provided, however, that in the event
no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $ ______ per share on the Series A Preferred
Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue
of such shares of Series A Preferred Stock, unless the date of
issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred Stock
entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends
shall not bear interest. Dividends paid on the shares of Series
A Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series
A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.
3. Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment
hereinafter set forth, each 1/100th share of Series A Preferred
Stock shall entitle the holder thereof to one vote on all matters
voted on at a meeting of the shareholders of the Corporation. In
the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable
in shares of Common Stock, or (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into
a smaller number of shares, then in each such case the number of
votes per share to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.
(B) Except as otherwise provided herein or by law, the
holders of shares of Series A Preferred Stock and the holders of
shares of Common Stock shall vote together as one voting group on
all matters voted on at a meeting of stockholders of the
Corporation.
(C) Except as set forth herein, holders of Series A
Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth
herein) for taking any corporate action.
4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided
in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on
shares of Series A Preferred Stock outstanding shall have been
paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock;
(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except dividends paid ratably
on the Series A Preferred Stock and all such parity stock on
which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then
entitled;
(iii) redeem or purchase or otherwise acquire
for consideration shares of any stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, provided that the Corporation
may at any time redeem, purchase or otherwise acquire shares of
any such parity stock in exchange for shares of any stock of the
Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Preferred
Stock.
(iv) purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock or any
shares of stock ranking on a parity with the Series A Preferred
Stock, except in accordance with a purchase offer made in writing
or by publication (as determined by the Board of Directors) to
all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend
rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series of
classes.
(B) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for
consideration, for its own account, any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such
time and in such manner.
5. Liquidation, Dissolution or Winding Up.
(A) In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the
holder of Series A Preferred Shares shall be entitled to receive
greater of (a) $100 per share, plus accrued dividends to the date
of distribution, whether or not earned or declared, or (b) an
amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to
be distributed per share to holders of Common Shares. In the
event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Shares
payable in Common Shares, (ii) subdivide the outstanding Common
Shares, or (iii) combine the outstanding Common Shares into a
smaller number of shares, then in each such case the amount to
which holders of Series A Preferred Shares were entitled
immediately prior to such event pursuant to clause (b) of the
preceding sentence shall be adjusted by multiplying such amount
by a fraction the numerator of which is the number of Common
Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.
6. Merger; Consolidation, etc. In case the corporation
shall enter into any merger, consolidation, combination or other
transaction in which the shares of Common Stock are exchanged or
changed into other stock or securities, cash and/or any other
property, then in any such case each share of Series A Preferred
Stock shall at the same time be similarly exchanged or changed in
an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or other property (payable in kind),
as the case may be, into which or for which each share of Common
Stock is changed or exchanged. In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare
any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in
each such case the amount set forth in the preceding sentence
with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
7. Redemption. The Series A Preferred Stock shall not be
redeemable.
8. Ranking. The Series A Preferred Stock shall rank on a
parity with all other series of the Corporation's Preferred Stock
as to the payment of dividends and other distribution of assets,
unless the terms of any such series shall provide otherwise.
9. Amendment. The Articles of Incorporation of the
Corporation shall not be further amended in any manner which
would alter or change the powers, references or special rights of
the Series A Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority of the
outstanding shares of Series A Preferred Stock, voting separately
as one voting group.
10. Fractional Shares. Series A Preferred Stock may be
issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A
Preferred Stock.
IN WITNESS WHEREOF, this Certificate of Designation is
executed on behalf of the Corporation by its President and
attested by its Secretary this _____ day of __________, 1995.
UMB FINANCIAL CORPORATION
By: ______________________________
President
ATTEST:
________________________
Secretary
<PAGE>
STATE OF MISSOURI )
) ss.
COUNTY OF JACKSON )
Before me, the undersigned Notary Public in and for said
county and state, this day personally appeared ________________,
personally known to me to be the President of UMB FINANCIAL
CORPORATION, and who executed the foregoing instrument as
President of UMB FINANCIAL CORPORATION and being first duly
sworn, acknowledged reading in full and fully understanding the
foregoing, acknowledged the facts therein stated to be true and
correct, and who further acknowledged the execution of the same
as the voluntary act of the Corporation.
Witness my hand and seal this ____ day of
___________________, 1995.
____________________________________
Notary Public
My Commission Expires:
________________________
<PAGE>
EXHIBIT B
[Form of Rights Certificate]
Certificate No. R- ____________ Rights
NOT EXERCISABLE AFTER JUNE 30, 2005 OR EARLIER IF
NOTICE OF REDEMPTION IS GIVEN. THE RIGHTS ARE SUBJECT
TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.005
PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. [THE RIGHTS PRESENTED BY THIS RIGHTS
CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON
WHO WAS OR BECAME AN ACQUIRING PERSON OR AN ASSOCIATE
OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE
DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS
RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY
MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED
IN SECTION 7(e) OF THE RIGHTS AGREEMENT.]*
RIGHTS CERTIFICATE
This certifies that _______________________________________,
is the registered owner of the number of Rights set forth above,
each of which entitles the owner thereof, subject to the terms,
provisions and condition of the Rights Agreement dated as of
August 4, 1995 (the "Rights Agreement") between UMB Financial
Corporation, a Missouri corporation (the "Company"), and Harris
Trust and Savings Bank, an Illinois banking corporation (the
"Rights Agent"), to purchase from the Company at any time after
the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M. (Kansas City time) on June 30,
2005 at the principal office of the Rights Agent, or its
successors as Rights Agent, one one-hundredth of a fully paid
nonassessable share of the Series A Preferred Stock, $1.00 par
value (the "Preferred Stock"), of the Company, at a purchase
price of $130.00 per one one-hundredth of a share (the "Purchase
Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase duly executed.
The number of Rights evidenced by this Rights Certificate (and
the number of shares which may be purchased upon exercise
thereof) set forth above, and the Purchase Price per one one-
hundredth share set forth above, are the number and Purchase
Price as of ______________, 1995, based on the Preferred Stock of
the Company as constituted at such date.
* The portion of the legend in brackets shall be inserted only
if applicable.
<PAGE>
Upon the occurrence of a transaction listed in Section
11(a)(ii) (as such is defined in the Rights Agreement), if the
Rights evidenced by this Rights Certificate are beneficially
owned by (i) an Acquiring Person or an Affiliate or Associate of
any such Acquiring Person (as such terms are defined in the
Rights Agreement), (ii) a transferee of any such Acquiring
Person, Associate or Affiliate, or (iii) under certain
circumstances specified in the Rights Agreement, a transferee of
a person who after such transfer, became an Acquiring Person, or
an Affiliate or Associate of an Acquiring Person, such Rights
shall become null and void and no holder hereof shall have any
right with respect to such Rights from and after the occurrence
of such Triggering Event.
As provided in the Rights Agreement, the Purchase Price and
the number of shares of Preferred Stock or other securities which
may be purchased upon the exercise of the Rights evidenced by
this Rights Certificate are subject to modification and
adjustment upon the happening of certain events.
This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement
reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the
Rights Certificates. Copies of the Rights Agreement are on file
at the above-mentioned office of the Rights Agent.
This Rights Certificate, with or without other right
Certificates, upon surrender at the principal office the Rights
Agent may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and date evidencing Rights entitling
the holder to purchase a like aggregate number of one one-
hundredths of a share of Preferred Stock as the Rights evidenced
by the Rights Certificate or Rights Certificates surrendered
shall have entitled such holder to purchase. If this Rights
Certificate shall be exercised in part, the holder shall be
entitled to receive upon surrender hereof another Rights
Certificate or Rights Certificates for the number of whole Rights
not exercised.
Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate may be redeemed by the
Company at its options at a redemption price of $0.005 per Right.
No fractional shares of Preferred Stock will be issued upon
the exercise of any Right or Rights evidenced hereby (other than
fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock), but in lieu thereof a cash payment
will be made, as provided in the Rights Agreement.
No holder of this Rights Certificate shall be entitled to
vote or receive dividends or be deemed for any purpose the holder
of Preferred Stock or of any other securities of the Company
which may at any time be issuable on the exercise hereof, nor
shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or, to receive notice of
meetings or other action affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or
subscription rights, or otherwise, until the Right or Right
evidenced by this Rights Certificate shall have been exercised as
provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights
Agent.
WITNESS the facsimile signature of the proper officers of
the Company and its corporate seal. Dated as of this ____ day of
______________________, 19___.
[SEAL] UMB FINANCIAL CORPORATION
By______________________________
Title: President
ATTEST:
____________________________
Title: Secretary
Countersigned:
[RIGHTS AGENT]
By ____________________________
Authorized Signature
<PAGE>
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder
desires to transfer the Rights Certificates.)
FOR VALUE RECEIVED ___________________________________
hereby sells, assigns and transfers unto
________________________________________________
_________________________________________________________________
_______
(Please print name and address of transferee)
this Rights Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and
appoint ______________________________________ Attorney, to
transfer the within Rights Certificate on the books of the
within-named Company, with full power of substitution.
Dated: _______________________, 19____
________________________________________
Signature
Signature Guaranteed:
Certificate
The undersigned hereby certifies by checking the appropriate
boxes that:
(1) this Rights Certificate [ ] is [ ] is not being sold,
assigned and transferred by or on behalf of a Person who is or
was an Acquiring Person or an Affiliate or Associate of any such
Acquiring Person (as such terms are defined pursuant to the
Rights Agreement);
(2) after due inquiry and to the best knowledge of the
undersigned, the Rights evidenced by this Rights Certificate [ ]
were [ ] were not acquired from any Person who is, was or
subsequently became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.
Dated: __________________, 19___
_____________________________________
Signature
NOTICE
The signature to the foregoing Assignment must correspond to
the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change
whatsoever.
<PAGE>
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to
exercise the Rights Certificate.)
To: _________________________________
The undersigned hereby irrevocably elects to exercise _____
Rights represented by this Rights Certificate to purchase the
shares of Preferred Stock issuable upon the exercise of such
Rights and requests that certificates for such shares be issued
in the name of:
Please insert social security
or other identifying number
(Please print name and address)
If such number of Rights shall not be all the Rights evidenced by
this Rights Certificate, a new Rights Certificate for the balance
remaining of such Rights shall be registered in the name of and
delivered to:
Please insert social security
or other identifying number
(Please print name and address)
Dated: ________________________, 19____
_____________________________________
Signature
Signature Guaranteed:
<PAGE>
Certificate
The undersigned hereby certifies by checking the appropriate
boxes that:
(1) the Rights evidenced by this Rights Certificate [ ]
are [ ] are not being exercised by or on behalf of a Person who
is or was an Acquiring Person or an Affiliate or Associate of any
such Acquiring Person (as such terms are defined pursuant to the
Rights Agreement);
(2) after due inquiry and to the best knowledge of the
undersigned, the Rights evidenced by this Rights Certificate [ ]
were [ ] were not acquired from any Person who is, was or
became an Acquiring Person or an Affiliate or Associate of an
Acquiring Person.
Dated: _______________, 19___ ___________________________________
Signature
NOTICE
The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face
of this Rights Certificate in every particular, without
alteration or enlargement or any change whatsoever.
<PAGE>
EXHIBIT C
SUMMARY OF RIGHTS TO PURCHASE
PREFERRED STOCK
On __________________, 1995, the Board of Directors of UMB
Financial Corporation (the "Company") declared a dividend
distribution of one Right for each outstanding share of Common
Stock, $1.00 par value (the "Common Stock"), of the Company to
the stockholders of record on ___________________, 1995, (the
"Record Date"). Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of Series
A Preferred Stock (the "Preferred Stock"), or in some
circumstances, Common Stock, other securities, cash or other
assets as summarized below, at a price of $_________ per share
(the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Harris Trust and
Savings Bank, as Rights Agent.
Until the earlier to occur of (i) the date of a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") acquired, or obtained the right
to acquire, beneficial ownership of 20 percent or more of the
outstanding shares of the Common Stock or (ii) ten days following
the commencement or announcement of an intention to make a tender
offer or exchange offer that would result in a Person or group
beneficially owning 20 percent or more of such outstanding shares
of Common Stock (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Company's Common Stock certificates outstanding as
of the Record Date, by such Common Stock certificate. The Rights
Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Company's Common
Stock. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued
after the Record Date upon transfer or new issuance of the
Company's Common Stock will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender
for transfer of any of the Company's Common Stock certificates
outstanding as of the Record Date, will also constitute the
transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of
record of the Company's Common Stock as of the close of business
on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on ______________, 2005, unless earlier
redeemed by the Company as described below.
The Purchase Price payable, and the number of shares of
Preferred Stock (or Common Stock, other securities, cash or other
assets, as may be necessary) issuable upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of the Preferred Stock, (ii) upon
the grant to holders of the Preferred Stock of certain rights or
warrants to subscribe for shares of the Preferred Stock or
convertible securities at less than the current market price of
the Preferred Stock or (iii) upon the distribution to holders of
the Preferred Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends out of earnings or
retained earnings or dividends payable in the Preferred Stock) or
of subscription rights or warrants (other than those referred to
above).
In the event that the Company were acquired in a merger or
other business combination transaction of 50 percent or more of
its assets or earning power were sold, proper provision shall be
made so that each holder of a Right, other than of Rights that
are or were beneficially owned by an Acquiring Person (which will
thereafter be void) shall thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of
the Right, that number of shares of Common Stock of the acquiring
company which at the time of such transaction would have a market
value of two times the exercise price of the Right. In the event
that an Acquiring Person becomes the beneficial owner of 20
percent or more of the outstanding shares of Common Stock, proper
provision shall be made so that each holder of a Right, other
than of Rights that are or were beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of shares of
the Common Stock (or in certain other circumstances, assets or
other securities) having a market value of two times the exercise
price of the Right.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1 percent in such Purchase Price. No
fractional shares will be issued (other than fractional shares
which are integral multiples of one one-hundredth of a share of
Preferred Stock) and, in lieu thereof, an adjustment in cash will
be made based on the market price of the Preferred Stock on the
last Trading Date prior to the date of exercise.
At any time prior to 5:00 P.M. Kansas City time on the tenth
calendar day after the first date after the public announcement
that a person or group of affiliated or associated persons has
acquired beneficial ownership of 20 percent or more of the
outstanding shares of the Common Stock of the Company (the "Share
Acquisition Date"), the Company may redeem the Rights in whole,
but not in part, at a price of $0.005 per Right (the "Redemption
Price"). Following the Share Acquisition Date, but prior to an
event listed in Section 13(a) of the Rights Agreement, the
Company may redeem the Rights in connection with any event
specified in Section 13(a) in which all shareholders are treated
alike and which does not include the Acquiring Person or his
Affiliates or Associates. Thereafter, the Company's right of
redemption may be reinstated if an Acquiring Person reduces his
beneficial ownership to 10 percent or less of the outstanding
shares of Common Stock in a transaction or series of transactions
not involving the Company. Immediately upon the action of the
Board of Directors of the Company electing to redeem the Rights,
the Company shall make announcement thereof, and upon such
election, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the
Redemption Price.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends.
The provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity or correct any
defect or inconsistency, extend the Redemption Period and, prior
to the Distribution Date, to make changes deemed to be in the
best interests of the holders of the Rights or, after the
Distribution Date, to make such other changes which do not
adversely affect the interests of the holders of the Rights
(excluding the interests of any Acquiring Person and its
Affiliates and Associates).
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A dated ____________, 1995. A
copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to
the rights Agreement, which is hereby incorporated herein by
reference.
