AMENDMENT NO. 7 dated as of December 29, 1993, to the Rights
Agreement dated as of September 9, 1986, as amended, between Cummins
Engine Company, Inc., an Indiana corporation (the "Company"), and
The First National Bank of Chicago, a national banking association,
as Rights Agent (the "Rights Agent").
WHEREAS the Company and the Rights agent are parties to a
Rights Agreement dated as of September 9, 1986, as amended (the
"Rights Agreement"); and
WHEREAS the Company and the Rights Agent deem it desirable to
further amend the Rights Agreement as set forth herein.
NOW THEREFORE, in consideration of the mutual promises and
covenants contained herein and in the Rights Agreement, the parties
hereto agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended to
read in its entirety as follows:
"(a) "Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such
Person, shall after the acquisition by such Person (or by such
Person's Affiliates or Associates) on or after July 16, 1990
of Beneficial Ownership of Common Shares be the Beneficial
Owner of 15% or more of the Common Shares then outstanding
(the number of Common Shares then outstanding being the number
set forth in the then most recently available filing by the
Company pursuant to the Exchange Act) but shall not include
(i) the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any of its Subsidiaries or
any Person holding Common Shares for or pursuant to the terms
of any such employee benefit plan; (ii) any Person who becomes
a Beneficial Owner of 15% or more of the Common Shares then
outstanding and who, within 5 Business Days of the public
announcement by the Company or such Person that such Person
has acquired such Beneficial Ownership, divests itself of a
sufficient number of Common Shares so that it is no longer the
Beneficial Owner of 15% or more of the then outstanding Common
Shares; (iii) Ford Motor Company, a Delaware corporation
("Ford"), provided that Ford does not acquire Beneficial
Ownership of Common Shares except as permitted pursuant to
Section 3.2(a)(i), Section 3.2(e) or Section 3.2(f) of the
Investment Agreement between the Company and Ford dated as of
July 16, 1990 (the "Ford Investment Agreement"), or pursuant
to the Option Agreement (as defined in such Investment
Agreement); (iv) the Trustee and the Trust (as such terms are
defined in the Consent and Amendment dated as of December 29,
1993 (the "Consent and Amendment") between the Company and
Tenneco Inc., a Delaware corporation ("Tenneco"), provided
that the Trustee does not acquire Beneficial Ownership of
Common Shares except as permitted pursuant to (x) Section
3.2(a)(i), Section 3.2(d) or Section 3.2(e) of the Investment
Agreement between the Company and Tenneco dated as of July 16,
1990 (the "Tenneco Investment Agreement") or (y) the Consent
and Amendment; or (v) Kubota Corporation, a Japanese
corporation ("Kubota"), provided that Kubota does not acquire
Beneficial Ownership of Common Shares except as permitted to
Section 3.2(a)(i), Section 3.2(d) and Section 3.2(e) of the
Investment Agreement between the Company and Kubota dated as
of July 16, 1990 (the "Kubota Investment Agreement")."
2. Section 1(b) of the Rights Agreement is hereby amended to
read in its entirety as follows:
"(b) "Affiliate" and "Associate", when used with
reference to any Person, 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 in
effect on the date hereof, provided, however, that (i) the
Trustee shall not be deemed to be controlled by, or under
common control with, any other Person, (ii) no trust or estate
as to which the Trustee serves as trustee or in a similar
fiduciary capacity shall be deemed to be an Associate of the
Trust and (iii) no Person shall be considered to be controlled
by the Trust, and no Common Shares shall be considered owned
by the Trust, unless the Trustee has such control or such
ownership in its capacity as Trustee and not in any other
capacity."
3. Section 1(c) of the Rights Agreement is hereby amended to
read in its entirety as follows:
"(c) "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 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, or upon the exercise of conversion
rights, exchange rights, rights (other than rights
issuable under this Rights Agreement), 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 or on behalf of such
Person or any of such Person's Affiliates or Associates
until such tendered securities are accepted for purchase
or exchange thereunder; or (B) the right to vote pursuant
to any agreement, arrangement or understanding; provided,
however, that a Person shall not be deemed the Beneficial
Owner of, or to beneficially own, any security if the
agreement, arrangement or understanding to vote such
security (1) arises solely from a revocable proxy given
to such Person in response to a public proxy or consent
solicitation made pursuant to, and in accordance with,
the applicable rules and regulations under the Exchange
Act and (2) is not also 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 (whether or not
in writing), for the purpose of acquiring, holding,
voting (except pursuant to a revocable proxy as described
in clause (B) of subparagraph (ii) of this paragraph (c))
or disposing of any securities of the Company.
Notwithstanding the foregoing, in accordance with the terms of
the Consent and Amendment, Tenneco will be deemed to be the
Beneficial Owner of all the Common Shares held or controlled by the
Trust (other than the Common Shares specified in Section 5(b)(1)(B)
of the Consent and Amendment)."
4. Section 1(hh) of the Rights Agreement is hereby amended to
read in its entirety as follows:
"(hh) "Tender Offer Date" shall mean the first date of
the commencement of, or first public disclosure of the intent
of any Person (other than (w) the Company, any Subsidiary of
the Company, any employee benefit plan of the Company or of
any of its Subsidiaries or any Person holding Common Shares
for or pursuant to the terms of any such employee benefit
plan, (x) Ford in connection with its making of an offer in
accordance with Section 3.2(a)(i) or Section 3.2(f) of the
Ford Investment Agreement, (y) the Trustee in connection with
its making of an offer in accordance with the final provision
of Section 3.2(e) of the Tenneco Investment Agreement or (z)
Kubota in connection with its making of an offer in accordance
with the final provision of Section 3.2(a)(i) or Section
3.2(e) of the Kubota Investment Agreement) to commence a
tender or exchange offer for 20% or more of the outstanding
Common Shares (including any such date which is after the date
of this Rights Agreement and prior to the issuance of the
Rights(."
5. Section 11(d)(i) of the Rights Agreement is hereby amended
to read in its entirety as follows:
"Notwithstanding any provision of this Rights Agreement, a
Triggering Event shall not be deemed to have occurred solely
as a result of (i) any of Ford, the Trustee or Kubota becoming
the Beneficial Owner of Common Shares as permitted pursuant to
(x) in the case of Ford, Section 3.2(a), Section 3.2(e) or
Section 3.2(f) of the Ford Investment Agreement, (y) in the
case of the Trustee, Section 3.2(a), Section 3.2(d) or Section
3.2(e) of the Tenneco Investment Agreement or, in the case of
any Transferee, pursuant to the terms of the Consent and
Amendment or (z) in the case of Kubota, Section 3.2(a),
Section 3.2(d) or Section 3.2(e) of the Kubota Investment
Agreement or (ii) Ford becoming the Beneficial Owner of Common
Shares as permitted by the Option Agreement."
6. Except as expressly amended hereby, the Rights Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 7 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.
CUMMINS ENGINE COMPANY, INC.
By: /s/ Peter B. Hamilton
~~~~~~~~~~~~~~~~~~~~~~~~
Peter B. Hamilton
Vice President and Chief
Financial Officer
[SEAL]
Attest:
/s/ Steven L. Zeller
~~~~~~~~~~~~~~~~~~~~
Steven L. Zeller
Secretary
THE FIRST NATIONAL BANK OF
CHICAGO, as Rights Agent
By: /s/ M. R. Phalen
~~~~~~~~~~~~~~~~~
Michael R. Phalen
Vice President
[SEAL]
Attest:
/s/ R. Weincek
~~~~~~~~~~~~~~~
R. Weincek
