EXHIBIT 1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1, dated as of June 6, 2000 (this "Amendment"), to the Rights
Agreement, dated as of January 4, 1999 (the "Rights Agreement"), between
Bestfoods, a Delaware corporation (the "Company"), and First Chicago Trust
Company of New York, a New York corporation ("First Chicago"). Terms used
but not defined herein shall have the meanings assigned to those terms in
the Rights Agreement.
WHEREAS, the Company and First Chicago are currently parties to the
Rights Agreement, pursuant to which First Chicago serves as Rights Agent;
WHEREAS, the Company and Unilever PLC a company incorporated under the
laws of and registered in England, Unilever N.V., a Netherlands
corporation,Conopco, Inc., a New York corporation and a subsidiary of
Unilever PLC and Unilever N.V. and Titan Acquisition Company, a Delaware
corporation and wholly owned subsidiary of Conopco, Inc. have entered into
an Agreement and Plan of Merger (the "Merger Agreement"); and
WHEREAS, the parties hereto wish to make certain changes to the Rights
Agreement to facilitate the transactions contemplated by the Merger
Agreement.
NOW THEREFORE, the Company and First Chicago hereby agree that the
Rights Agreement shall be and hereby is amended as provided below,
effective as of the date of this Amendment:
1. The definition of "Acquiring Person" set forth in Section 1(a) of
the Rights Agreement is hereby amended by adding at the end of the
definition the following:
Notwithstanding the foregoing, neither Unilever PLC, a company incorporated
under the laws of and registered in England ("Unilever PLC"), nor Unilever
N.V., a Netherlands corporation ("Unilever NV), nor any of their respective
Associates and Affiliates shall be deemed an Acquiring Person to the extent
that such Person becomes the beneficial owner of shares of Common Stock
solely by reason of (i) the execution of the Agreement and Plan of Merger,
dated as of June 6, 2000 (the "Merger Agreement"), by and among Unilever
PLC, Unilever NV, Conopco, Inc., a New York corporation and a subsidiary of
Unilever PLC and Unilever NV, Titan Acquisition Company, a Delaware
corporation and a wholly owned subsidiary of Conopco, Inc., and the
Company, providing for the Merger (as defined in the Merger Agreement) of
Titan Acquisition Company with and into the Company, or (ii) the
consummation of the Merger or any other transaction contemplated by the
Merger Agreement in accordance with its terms.
2. Section 3(a) of the Rights Agreement is hereby amended by adding at
its end the following:
Notwithstanding the foregoing, a Distribution Date shall not occur by
reason of the Merger Agreement, the Merger or any other transaction
contemplated by the Merger Agreement.
3. Section 23 of the Rights Agreement is hereby amended by adding
clause (d) as follows:
(d) Notwithstanding the foregoing, the Rights shall expire immediately
prior to the Effective Time (as defined in the Merger Agreement).
4. The Rights Agreement shall not otherwise be supplemented or amended
by virtue of this Amendment, but shall remain in full force and effect.
This amendment may be executed in one or more counterparts, all of which
shall be considered one and the same amendment and each of which shall be
deemed an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Rights 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.
Bestfoods Attest:
By: /s/ C.R. SHOEMATE By: /s/ EDUARDO B. SANCHEZ
-------------------------- --------------------------
Name: C.R. Shoemate Name: Eduardo B. Sanchez
Title: Chairman, President Title: Vice President and
and Chief Executive Officer General Counsel
First Chicago Trust Company of New York Attest:
By: /s/ CHARLES D. KERYC By: /s/ JOHN PISKADIO
-------------------------- --------------------------
Name: Charles D. Keryc Name: John Piskadio
Title: Senior Managing Director Title: Senior Account Manager
<PAGE>
Certificate
of
Officer of
Bestfoods
The undersigned hereby certifies that Amendment No. 1, dated as of June 6,
2000, to the Rights Agreement, dated as of January 4, 1999 (the "Rights
Agreement"), between Bestfoods and First Chicago Trust Company of New York,
as Rights Agent, attached hereto, is in compliance with Section 27 of the
Rights Agreement and requests that, in accordance with such Section 27,
such amendment be executed by the Rights Agent.
June 6, 2000
BESTFOODS
By: /s/ EDUARDO B. SANCHEZ
--------------------------
Name: Eduardo B. Sanchez
Title: Vice President and
General Counsel
