SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT TO A REGISTRATION STATEMENT
ON FORM 8-A
Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934
Date of Amendment: May 10, 1996
THE LOUISIANA LAND AND EXPLORATION COMPANY
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(Exact name of registrant as specified in its charter)
MARYLAND 1-959 72-0244700
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
909 Poydras Street
New Orleans, Louisiana 70112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 504-566-6500
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Items 1. and 2. are hereby amended by deleting such
Items in their entirety and substituting the following in their
place:
Item 1. Description of Securities to be Registered
On May 25, 1986, the Board of Directors (the "Board
of Directors") of THE LOUISIANA LAND AND EXPLORATION COMPANY
(the "Company") declared a dividend distribution of one capital
stock purchase right (each a "Right") for each outstanding
share of Capital Stock of the Company. The distribution was
made on June 6, 1986, to the shareholders of record on June 6,
1986. On May 9, 1996, the Board extended the term of the
Rights to June 6, 2006, and approved a number of amendments to
and restated the Rights Agreement, dated as of May 9, 1996 (the
"Rights Agreement"), between the Company and First Chicago
Trust Company of New York, as successor Rights Agent (the
"Rights Agent"). The key provisions of the amendments extended
the expiration date of the Rights Agreement to June 6, 2006,
increased the exercise price of the Rights to $175, reduced to
20% the percentage ownership threshold at which the Rights
issued pursuant to the Rights Agreement will become exercisable
for shares of the capital stock, par value $0.15 per share (the
"Capital Stock"), of the Company (or, in certain circumstances,
other consideration), and deleted an exception for all cash
offers made to holders of all outstanding shares.
Until the earlier to occur of (i) ten days following
a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person" which definition
shall not include any shareholder who inadvertently owns in
excess of the threshold solely because the Company decreased
the total outstanding shares through its stock repurchase pro-
gram, so long such inadvertent Acquiring Person does not pur-
chase an additional 1% or more of the shares of Capital Stock)
acquired, or obtained the right to acquire, beneficial owner-
ship of 20% or more of the outstanding shares of the Capital
Stock or (ii) ten days following the commencement, or announce-
ment of an intention to make, a tender offer or exchange offer
by a person which, if consummated, would result in such person
becoming an Acquiring Person (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced
by such Capital Stock certificate, with a copy of a Summary of
Rights attached thereto. The Rights Agreement provides that,
until the Distribution Date, the Rights will be transferred
with and only with the Capital Stock. Until the Distribution
Date (or earlier redemption or expiration of the Rights), Capi-
tal Stock certificates issued upon transfer or new issuance of
the Capital Stock will contain a notation incorporating the
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Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender
for transfer of any of the Capital Stock certificates outstand-
ing as of June 6, 1986, even without a copy of the Summary of
Rights attached thereto, constitute the transfer of the Rights
associated with the Capital Stock represented by such certifi-
cate. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right Certifi-
cates") will be mailed to holders of record of the Capital
Stock as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the
Rights. The rights and underlying shares of Capital Stock are
listed on the New York Stock Exchange.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on June 6, 2006, unless earlier
redeemed by the Company as described below.
The Purchase Price payable, and the number of shares
of the Capital Stock or other securities or property 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 Capital Stock, (ii) upon the grant to holders of the
Capital Stock of certain rights or warrants to subscribe for
shares of the Capital Stock or convertible securities at less
than the current market price of the Capital Stock or
(iii) upon the distribution to holders of the Capital Stock of
evidences of indebtedness or assets (excluding regular periodic
cash dividends out of earnings or retained earnings at a rate
not in excess of 125% of the rate of the last cash dividend
theretofore paid or dividends payable in the Capital 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 that 50% or
more of its assets or earning power were sold, proper provision
shall be made so that each holder of a Right, other than Rights
that were or are beneficially owned by the Acquiring Person
(which will thereafter be void), shall thereafter have the
right to receive, upon the exercise thereof at the then current
Purchase Price, that number of shares of common stock of the
Acquiring Person which at the time of such transaction would
have a market value of two times the Purchase Price. In the
event that the Company were the surviving corporation in a
merger and its Capital Stock were not changed or exchanged, or
in the event that an Acquiring Person engages in one of a num-
ber of self-dealing transactions specified in the Rights
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Agreement, proper provision shall be made so that each holder
of a Right other than Rights that were or are beneficially
owned by the Acquiring Person (which will thereafter be void)
shall thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price, that number of
shares of the Capital Stock (or in certain circumstances other
securities, cash or property) which at the time of such trans-
action would have a market value of two times the Purchase
Price. The Company may require the holders of the Rights to
exchange each of their Rights for one or more shares of Capital
Stock (or cash, property or securities of equivalent value).
With certain exceptions, no adjustment in the Pur-
chase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
No fractional shares will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of
the Capital Stock on the last trading date prior to the date of
exercise.
At any time prior to 5:00 P.M. New York time on the
tenth day following public announcement that a person or group
of affiliated or associated persons has acquired beneficial
ownership of 20% or more of the outstanding shares of the Capi-
tal Stock of the Company (the "Shares Acquisition Date"), the
Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right (the
"Redemption Price") provided that, if such redemption occurs on
or after the Shares Acquisition Date, the Board shall be enti-
tled to so redeem the Rights only if such redemption is
approved by a majority of the Continuing Directors (as defined
in the Rights Agreement). 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 have certain anti-takeover effects. The
Rights will cause substantial dilution to a person who attempts
to acquire the Company without conditioning its offer on a sub-
stantial number of Rights being acquired. The Rights will not
affect a transaction approved by the Company prior to the
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<PAGE>
existence of an Acquiring Person, because the Rights can be
redeemed before the consummation of such transaction.
The form of Rights Agreement between the Company and
First Chicago Trust Company of New York, as amended and
restated, specifying the terms of the Rights, is attached
hereto as an exhibit and is incorporated herein by reference.
The foregoing description of the Rights is qualified by refer-
ence to such exhibit.
Item 2. Exhibits
Exhibit No. Description
----------- -----------
4 Form of Amended and Restated
Rights Agreement dated as of
May 9, 1996 between the Company
and First Chicago Trust Company
of New York, as Rights Agent.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to a registration statement to be signed on its
behalf by the undersigned thereunto duly authorized.
THE LOUISIANA LAND AND
EXPLORATION COMPANY
Date: May 10, 1996 By /s/ Frederick J. Plaeger, II
-------------------------------------
Name: Frederick J. Plaeger, II
Title: Vice President, General
Counsel and Corporate
Secretary
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EXHIBIT INDEX
Number Description
Page
4 Form of Amended and Restated Rights
Agreement dated as of May 9, 1996
between the Company and First Chi-
cago Trust Company of New York, as
Rights Agent.
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THE LOUISIANA LAND AND EXPLORATION COMPANY
and
FIRST CHICAGO TRUST COMPANY OF NEW YORK, Rights Agent
AMENDED AND RESTATED RIGHTS AGREEMENT
Dated as of May 9, 1996
<PAGE>
TABLE OF CONTENTS
Page
Section 1. Certain Definitions .................................. 2
Section 2. Appointment of Rights Agent .......................... 7
Section 3. Issue of Right Certificates .......................... 7
Section 4. Form of Right Certificates ........................... 11
Section 5. Countersignature and Registration .................... 13
Section 6. Transfer, Split Up, Combination and
Exchange of Right Certificates, Muti-
lated, Destroyed, Lost or Stolen
Right Certificates ................................... 14
Section 7. Exercise of Rights; Purchase Price;
Expiration Date of Rights ............................ 16
Section 8. Cancellation and Destruction of Right
Certificates ......................................... 21
Section 9. Reservation and Availability of
Shares of Capital Stock .............................. 21
Section 10. Capital Stock Record Date ............................ 24
Section 11. Adjustment of Purchase Price, Number
of Shares or Number of Rights ........................ 25
Section 12. Certificate of Adjusted Purchase
Price or Number of Shares ............................ 50
Section 13. Consolidation, Merger or Sale or
Transfer of Assets or Earning Power .................. 50
Section 14. Fractional Rights and Fractional
Shares ............................................... 56
Section 15. Rights of Action ..................................... 58
Section 16. Agreement of Right Holders ........................... 59
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Page
Section 17. Right Certificate Holder Not Deemed a
Stockholder .......................................... 60
Section 18. Concerning the Rights Agent .......................... 60
Section 19. Merger or Consolidation or Change of
Name of Rights Agent ................................. 62
Section 20. Duties of Rights Agent ............................... 63
Section 21. Change of Rights Agent ............................... 68
Section 22. Issuance of New Right Certificates ................... 70
Section 23. Redemption ........................................... 71
Section 24. Exchange ............................................. 73
Section 25. Notice of Certain Events ............................. 76
Section 26. Notices .............................................. 78
Section 27. Supplements and Amendments ........................... 79
Section 28. Successors ........................................... 80
Section 29. Determinations and Actions by the
Board of Directors, etc. ............................. 80
Section 30. Benefits of this Agreement ........................... 82
Section 31. Severability ......................................... 82
Section 32. Governing Law ........................................ 83
Section 33. Counterparts ......................................... 83
Section 34. Descriptive Headings ................................. 83
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<PAGE>
Exhibit A
Form of Assignment
Certificate
Notice
Form of Election to Purchase
Certificate
Notice
Exhibit B
Amended and Restated Summary of Rights to
Purchase Capital Stock
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<PAGE>
AMENDED AND RESTATED RIGHTS AGREEMENT
This Agreement, dated as of May 9, 1996, between THE
LOUISIANA LAND AND EXPLORATION COMPANY, a Maryland corporation
(the "Company"), and FIRST CHICAGO TRUST COMPANY OF NEW YORK, a
subsidiary of First Chicago NBD Corporation (the "Rights Agent"),
as successor to The Bank of New York as original rights agent.
W I T N E S S E T H
WHEREAS, the Board of Directors of the Company autho-
rized and declared a dividend distribution (the "Distribution")
of one Right for each outstanding share of the Capital Stock,
$.15 par value, of the Company outstanding on June 6, 1986 and
authorized the issuance of one Right in respect of each share
of Capital Stock of the Company issued between June 6, 1986 and
the earlier of the Distribution Date, the Expiration Date or
the Final Expiration Date (as such terms are hereinafter
defined), and under certain other circumstances, each Right
representing the right to purchase one share of Capital Stock
of the Company upon the terms and subject to the conditions
hereinafter set forth;
WHEREAS, the Company and the Rights Agent have agreed
to amend and restate in its entirety the Rights Agreement dated
as of May 25, 1986 between the Company and the Rights Agent,
pursuant to Section 26 of such agreement;
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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 (as
such term is hereinafter defined) who or which, together
with all Affiliates (as such term is hereinafter defined)
and Associates (as such term is hereinafter defined) of
such Person, shall be the Beneficial Owner (as such term
is hereinafter defined) of securities of the Company con-
stituting a Substantial Block (as such term is hereinafter
defined), but shall not include (i) the Company or any
subsidiary of the Company, or any employee benefit plan of
the Company, or any Person or entity organized, appointed
or established by the Company for or pursuant to the terms
of any such plan or (ii) until such Person (or its Affili-
ates or Associates) becomes the Beneficial Owner of an
additional 1% of the Company's outstanding Capital Stock
(as such term is hereinafter defined), any Person who or
which, together with all Affiliates and Associates of such
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Person, becomes the Beneficial Owner of a Substantial
Block solely as a result of a change in the aggregate num-
ber of shares of Capital Stock outstanding since the last
date on which such Person (or its Affiliates or Associ-
ates) acquired Beneficial Ownership of any shares of the
Capital Stock constituting all or a portion of such Sub-
stantial Block.
(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 May 25, 1986.
(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, directly or indirectly, has
(A) the right to acquire (whether such right is
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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 "bene-
ficially own," securities tendered pursuant to a ten-
der offer made by such Person or any of such Person's
Affiliates or Associates until such tendered securi-
ties are accepted for purchase; or (B) the right to
vote or dispose of, pursuant to any agreement,
arrangement or understanding (whether or not in writ-
ing), provided, however, that a Person shall not be
deemed the Beneficial Owner of, or to "beneficially
own," any security under this clause (B) if the
agreement, arrangements 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 by such
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Person 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 Per-
son 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.
(d) "Business Day" shall mean any day other than a
Saturday, Sunday, or a day on which banking institutions
in the State of New York are authorized or obligated by
law or executive order to close.
(e) "Capital Stock" when used with reference to the
Company shall mean the Capital Stock, $.15 par value, of
the Company and 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 con-
trol or direct the management, of such Person.
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(f) "close of business" on any given date shall mean
5:00 P.M., New York City time, on such date; provided,
however, that if such date is not a Business Day it shall
mean 5:00 P.M., New York City time, on the next succeeding
Business Day.
(g) "Continuing Director" shall mean (i) any member
of the Board of Directors of the Company, while such per-
son is a member of the Board, who is not an Acquiring Per-
son, 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 (ii) any Person who
subsequently becomes a member of the Board of Directors
who is not an Acquiring Person, or an Affiliate or Associ-
ate of an Acquiring Person, or a representative or nominee
of an Acquiring Person or of any such Affiliate or Associ-
ate, if such Person's nomination for election or election
to the Board of Directors is recommended or approved by a
majority of the Continuing Directors then in office.
(h) "Person" shall mean any individual, firm, corpo-
ration or other entity.
<PAGE>
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(i) "Shares Acquisition Date" shall mean the first
date of public announcement by the Company or an Acquiring
Person that an Acquiring Person has become such.
(j) "Substantial Block" shall mean a number of
shares of the Capital Stock which equals or exceeds 20% of
the number of shares of the Capital Stock then
outstanding.
(k) "Triggering Event" shall mean any event
described in Section 11(a)(ii) or (iii) or Section 13(a).
Section 2. Appointment of Rights Agent. The Company
hereby appoints the Rights Agent to act as agent for the Com-
pany 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 Capital 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. Simul-
taneously with such appointment, if any, the Company shall
notify the Rights Agent thereof.
Section 3. Issue of Right Certificates. (a) Until
the earlier of (i) the tenth day after the Shares Acquisition
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Date or (ii) the tenth day 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, or any
employee benefit plan of the Company or of any subsidiary of
the Company or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any
such plan) to commence, a tender or exchange offer if, upon
consummation thereof, such Person would be an Acquiring Person
(including any such date which is after the date of this Agree-
ment 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"), (x) the Rights will be
evidenced (subject to the provisions of paragraph (b) of this
Section 3) by the certificates for the Capital Stock registered
in the names of the holders of the Capital Stock (which certif-
icates for the Capital Stock shall be deemed also to be Right
Certificates) and not by separate Right Certificates, and (y)
the right to receive Right Certificates will be transferable
only in connection with the transfer of the Capital 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 Capital Stock as of the close of
business on the Distribution Date, at the address of such
<PAGE>
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holder shown on the records of the Company, a Right Certifi-
cate, in substantially the form of Exhibit A hereto, evidencing
one Right for each Share of the Capital Stock so held. As of
the Distribution Date, the Rights will be evidenced solely by
such Right Certificates.
(b) On May 10, 1996 or as soon as practicable there-
after, the Company will send a copy of an Amended and Restated
Summary of Rights to Purchase Capital Stock, in substantially
the form attached hereto as Exhibit B (the "Summary of
Rights"), by first-class, postage prepaid mail, to each record
holder of the Capital Stock as of the close of business on May
9, 1996, at the address of such holder shown on the records of
the Company. With respect to certificates for the Capital
Stock outstanding as of the date hereof, until the Distribution
Date, the Rights will be evidenced by such certificates for the
Capital Stock registered in the names of the holders of the
Capital Stock with a copy of the Summary of Rights attached
thereto. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any of
the certificates for the Capital Stock outstanding on the date
hereof, even without a copy of the Summary of Rights attached
thereto, shall also constitute the transfer of the Rights asso-
ciated with the Capital Stock represented by such certificate.
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(c) Certificates for the Capital Stock issued after
the date hereof but prior to the earlier of the Distribution
Date or the Expiration Date or the Final Expiration Date (as
such terms are defined in Section 7) shall have impressed on,
printed on, written on or otherwise affixed to them the follow-
ing legend:
This certificate also evidences and entitles the
holder thereof to certain Rights as set forth in
the Amended and Restated Rights Agreement between
THE LOUISIANA LAND AND EXPLORATION COMPANY and
FIRST CHICAGO TRUST COMPANY OF NEW YORK Rights
Agent dated as of May 9, 1996 (the "Rights Agree-
ment"), the terms of which are hereby incorporated
herein by reference and a copy of which is on file
at the principal executive offices of THE LOUISI-
ANA LAND AND EXPLORATION COMPANY. Under certain
circumstances, as set forth in the Rights Agree-
ment, such Rights will be evidence by separate
certificates and will no longer be evidenced by
this certificate. THE LOUISIANA LAND AND EXPLORA-
TION COMPANY will mail to the holder of this cer-
tificate a copy of the Rights Agreement (as in
effect on the date of mailing) without charge
promptly after receipt of a written request there-
for. Under certain circumstances, Rights which
are or were beneficially owned by Acquiring Per-
sons 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.
With respect to such certificates containing the foregoing leg-
end, until the Distribution Date, the Rights associated with
the Capital Stock represented by such certificates shall be
evidenced by such certificates alone, and the surrender for
<PAGE>
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transfer of any of such certificates shall also constitute the
transfer of the Rights associated with the Capital Stock repre-
sented by such certificate.
Section 4. Form of Right Certificates. The Right
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 A hereto and may have such
marks of identification or designation and such legends, summa-
ries 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 appli-
cable 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
usage. The Right Certificates shall be in machine printable
form and otherwise in a format reasonably satisfactory to the
Rights Agent. Subject to the provisions of Section 22 hereof,
the Right Certificates, whenever issued, shall be dated as of
June 6, 1986, shall show the date of countersignature, and on
their face shall entitle the holders thereof to purchase such
number of shares of the Capital Stock as shall be set forth
therein at the price per share set forth therein (the "Purchase
<PAGE>
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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 Right Certificate issued pursuant to
Section 3(a) or Section 22 hereof that represents Rights bene-
ficially owned by (i) any 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 becomes 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 pursu-
ant 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 understand-
ing 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 as a primary
purpose or effect avoidance of Section 7(e) hereof, and any
Right Certificate issued at any time to any nominee of such
Acquiring Person, Associate or Affiliate, and any Right Cer-
tificate issued pursuant to Section 6 or Section 11 upon
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transfer, exchange, replacement or adjustment of any other
Right Certificate referred to in this sentence, shall contain
the following legend (provided, however, that the Rights Agent
shall not be responsible for affixing such legend or unless the
Rights Agent has knowledge of the foregoing circumstances or
unless the Company has notified the Rights Agent thereof):
The Rights represented by this Right Certificate
are or were beneficially owned by a Person who was
or became an Acquiring Person or an Affiliate or
an Associate or an Acquiring Person (as such terms
are defined in the Rights Agreement). This Right
Certificate and the Rights represented hereby may
become null and void in the circumstances speci-
fied in Section 7(e) of the Rights Agreement.
Section 5. Countersignature and Registration. The
Right Certificates shall be executed on behalf of the Company
in the manner provided in the By-Laws of the Company for Capi-
tal Stock Certificates. Each Right Certificate shall be manu-
ally countersigned by an authorized signatory of the Rights
Agent, but it shall not be necessary for the same signatory to
countersign all of the Rights Certificates issued hereunder.
The Right Certificates shall not be valid for any purpose
unless so countersigned. In case any officer of the Company
who shall have signed any of the Right Certificates shall cease
to be such officer of the Company before countersignature by
the Rights Agent and issuance and delivery by the Company, such
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Right 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 Right Certificates
had not ceased to be such officer of the Company; and any Right
Certificate may be signed on behalf of the Company by any per-
son who, at the actual date of the execution of such Right Cer-
tificate, shall be a proper officer of the Company to sign such
Right 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 one of its offices in New
York, New York, books for registration and transfer of the
Right Certificates issued hereunder. Such books shall show the
names and addresses of the respective holders of the Right Cer-
tificates, the number of Rights evidenced on its face by each
of the Right Certificates and the date of each of the Right
Certificates.
Section 6. Transfer, Split Up, Combination and
Exchange of Right Certificates, Mutilated, Destroyed, Lost or
Stolen Right Certificates. Subject to the provisions of
Section 14 hereof, at any time after the close of business on
the Distribution Date, and at or prior to the close of business
<PAGE>
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on the earlier of the Expiration Date or the Final Expiration
Date, any Right Certificates or Certificates may be trans-
ferred, split up, combined or exchanged for another Right Cer-
tificate or Right Certificates, entitling the registered holder
to purchase a like number of shares of the Capital Stock as the
Right Certificate or Right Certificates surrendered then enti-
tled such holder to purchase. Any registered holder desiring
to transfer, split up, combine or exchange any Right Certifi-
cate shall make such request in writing delivered to the Rights
Agent, and shall surrender the Right Certificate or Right Cer-
tificates to be transferred, split up, combined or exchanged at
the principal office of the Rights Agent for such purpose.
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 Cer-
tificate 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, counter-
sign and deliver to the person entitled thereto a Right
<PAGE>
-16-
Certificate or Right Certificates, as the case may be, as so
requested. The Company may require payment from the holders of
Right Certificates of a sum sufficient to cover any tax or gov-
ernmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right
Certificates.
Upon receipt by the Rights Agent of evidence reason-
ably satisfactory to it of the loss, theft, destruction or
mutilation of a Right Certificate, and, in case of loss, theft
or destruction, of indemnity or security reasonably satisfac-
tory 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 Right
Certificate if mutilated, the Company will make and deliver a
new Right Certificate of like tenor to the Rights Agent for
delivery to the registered owner in lieu of the Right Certifi-
cate so lost, stolen, destroyed or mutilated.
Section 7. Exercise of Rights; Purchase Price; Expi-
ration Date of Rights. (a) Subject to Section 7(e) hereof,
the registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein)
in whole or in part at any time after the Distribution Date
<PAGE>
-17-
upon surrender of the Right Certificate, with the form of elec-
tion to purchase on the reverse side thereof duly executed, to
the Rights Agent at the principal office of the Rights Agent in
New York, New York, together with payment of the Purchase Price
for each share of the Capital Stock as to which the Rights are
exercised, at or prior to the close of business on the earlier
of (i) June 6, 2006 (the "Final Expiration Date"), or (ii) the
date on which the Rights are redeemed as provided in Section 23
(such earlier date being herein referred to as the "Expiration
Date").
(b) The Purchase Price for each share of the Capital
Stock pursuant to the exercise of a Right shall initially be
$175, shall be subject to adjustment from time to time as pro-
vided in Sections 11 and 13 hereof and shall be payable in law-
ful money of the United States of America in accordance with
paragraph (c) below.
(c) Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly
executed, accompanied by payment of the Purchase Price for
shares to be purchased and an amount equal to any applicable
transfer tax in cash, or by certified check or bank draft pay-
able to the order of the Company, the Rights Agent shall
<PAGE>
-18-
thereupon promptly (i) requisition from any transfer agent of
the Capital Stock of the Company certificates for the number of
shares of the Capital Stock to be purchased and the Company
hereby irrevocably authorizes its transfer agent to comply with
all such requests, (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, cause the same to be deliv-
ered to or upon the order of the registered holder of such
Right Certificate, registered in such name or names as may be
designated by such holder and (iv) when appropriate, after
receipt promptly deliver such case to or upon the order of the
registered holder of such Right Certificate. In the event that
the Company is obligated to issue securities, distribute prop-
erty or pay cash pursuant to Section 11(a)(iv) hereof, the Com-
pany will make all arrangements necessary so that cash, prop-
erty 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 Right Cer-
tificate shall exercise less than all the Rights evidenced
thereby, a new Right Certificate evidencing Rights equivalent
to the Rights remaining unexercised shall be issued by the
Rights Agent to the registered holder of such Right Certificate
<PAGE>
-19-
or to his duly authorized assigns, subject to the provisions of
Section 14 hereof.
(e) Notwithstanding anything in this Agreement to
the contrary, any Rights that are or were at any time on or
after the earlier of the Distribution Date or the Shares Acqui-
sition Date beneficially owned by (i) an Acquiring Person or
any Associate or Affiliate of an Acquiring Person, (ii) a
transferee of an Acquiring Person (or of any such Associate or
Affiliate) who becomes a transferee after the Acquiring Person
becomes 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 the Acquiring Person has any continuing agree-
ment, 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 under-
standing which has as a primary purpose or effect the avoidance
of this Section 7(e), shall become null and void upon the
occurrence of a Triggering Event and no holder of such Rights
shall have any right with respect to such Rights under any
<PAGE>
-20-
provision of this Agreement from and after the occurrence of a
Triggering Event. 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 lia-
bility to any holder of Rights Certificates or other Person
(excluding the Rights Agent) 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 Right
Certificates. All Right Certificates surrendered for the pur-
pose of exercise, transfer, split up, combination or exchange
<PAGE>
-21-
shall, if surrendered to the Company or to any of its agents,
be delivered to the Rights Agent for cancellation or in can-
celled form, or, if surrendered to the Rights Agent, shall be
cancelled by it, and no Right Certificates shall be issued in
lieu thereof except as expressly permitted by any of the provi-
sions 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 Right Cer-
tificate purchased or acquired by the Company otherwise than
upon the exercise thereof. The Rights Agent shall deliver all
cancelled Right Certificates to the Company, or shall, at the
written request of the Company, destroy such cancelled Right
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 autho-
rized and unissued Capital Stock or its authorized and issued
Capital Stock held in its treasury, the number of shares of the
Capital Stock that will be sufficient to permit the exercise in
full of all outstanding Rights.
<PAGE>
-22-
(b) So long as the Capital Stock issuable upon the
exercise of Rights may be 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 a Triggering Event, a registration statement under the Secu-
rities Act of 1933 (the "Act"), with respect to the Rights and
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
Act) until the date of the expiration of the Rights and will
simultaneously therewith notify the Rights Agent of such occur-
rence. The Company will also take such action as may be appro-
priate under the blue sky laws of the various states. The Com-
pany may temporarily suspend, for a period of time not to
exceed ninety (90) days the exercisability of the Rights in
order to prepare and file such registration statement. Upon
any such suspension, the Company shall issue a public
<PAGE>
-23-
announcement stating that the exercisability of the Rights has
been temporarily suspended.
(d) The Company covenants and agrees that it will
take all such action as may be necessary to ensure that all
shares of the Capital Stock 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 nonassessable.
(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 Right Certificates or of any
shares of the Capital Stock upon the exercise of Rights. The
Company shall not, however, be required (a) to pay any transfer
tax which may be payable in respect of any transfer involved in
the transfer or delivery of Right Certificates or the issuance
or delivery of certificates for the Capital Stock in a name
other than that of the registered holder of the Right Certifi-
cate evidencing Rights surrendered for exercise or (b) to issue
or deliver any certificates for shares of the Capital 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
<PAGE>
-24-
Right 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. Capital Stock Record Date. Each person
in whose name any certificate for shares of the Capital Stock
is issued upon the exercise of Rights shall for all purposes be
deemed to have become the holder of record of the Capital Stock
represented thereby on, and such certificate shall be dated,
the date upon which the Right Certificate evidencing such
Rights was duly surrendered and payment of the Purchase Price
(and any applicable transfer taxes) was made; provided, how-
ever, that if the date of such surrender and payment is a date
upon which the Capital Stock 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 Capital Stock
transfer books of the Company are open and shall show the date
of countersignature. Prior to the exercise of the Rights evi-
denced thereby, the holder of a Right Certificate shall not be
entitled to any rights of a shareholder 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
<PAGE>
-25-
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 of
shares covered by each Right and the number of Rights outstand-
ing 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 Capital Stock pay-
able in shares of the Capital Stock, (B) subdivide
the outstanding Capital Stock, (C) combine the
outstanding Capital Stock into a smaller number of
shares or (D) issue any shares of its capital
stock stock in a reclassification of the Capital
Stock (including any such reclassification in con-
nection 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,
<PAGE>
-26-
combination or reclassification, and the number
and kind of shares of Capital Stock 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 Right had been exercised immediately prior
to such date and at a time when the Capital 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
Section 11(a)(i), Section 11(a)(ii) or
Section 11(a)(iii), 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) or
Section 11(a)(iii).
(ii) In the event that at any time after the
date of this Agreement any Acquiring Person or any
Associate or Affiliate of any Acquiring Person,
directly or indirectly, (A) shall merge into the
<PAGE>
-27-
Company or otherwise combine with the Company, the
Company shall be the continuing or surviving cor-
poration of such merger or combination, and the
Capital Stock of the Company shall remain out-
standing, (B) shall, in one or more transactions,
transfer any assets to the Company in exchange (in
whole or in part) for shares of the Capital Stock
or for securities exercisable for or convertible
into shares of the Capital Stock or otherwise
obtain from the Company, with or without consider-
ation, any additional shares of the Capital Stock
or securities exercisable for or convertible into
shares of the Capital Stock (other than as part of
a pro rata distribution to all holders of the Cap-
ital Stock), (C) shall sell, purchase, lease,
exchange, mortgage, pledge, transfer or otherwise
dispose (in one transaction or a series of trans-
actions), to, from or with, as the case may be,
the Company or any of the Company's subsidiaries,
other than incidental to the lines of business
currently engaged in as of the date hereof between
the Company and such Acquiring Person or Associate
or Affiliate, assets having an aggregate fair
<PAGE>
-28-
market value of more than $5 million, other than a
transaction set forth in Section 13(a) hereof,
(D) shall sell, purchase, lease, exchange, mort-
gage, pledge, transfer or otherwise dispose (in
one transaction or a series of transactions), to,
from or with the Company or any of the Company's
subsidiaries, assets on terms and conditions less
favorable to the Company than the Company would be
able to obtain through arm's-length negotiation
with an unaffiliated third party, other than a
transaction set forth in Section 13(a) hereof,
(E) shall receive any compensation from the Com-
pany or any of the Company's subsidiaries other
than compensation for full-time employment as a
regular employee at rates in accordance with the
Company's (or its subsidiaries') past practices,
or (F) shall receive a direct or indirect benefit
(except proportionately as a stockholder), or any
loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other
tax advantage provided by the Company or any of
its subsidiaries, or
<PAGE>
-29-
(iii) In the event that after the date of this
Agreement
(A) any Person (other than the Company,
any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsid-
iary of the Company, or any Person or entity
organized, appointed or established by the
Company for, or pursuant to the terms of any
such plan), alone or together with its Affil-
iates and Associates, shall become an
Acquiring Person, or
(B) during such time as there is an
Acquiring Person, (1) there shall be any
failure to declare and pay at the regular
date therefor any full quarterly dividends
(whether or not cumulative) on any outstand-
ing preferred stock of the Company (except to
the extent such declaration or payment would
be prohibited under the laws of the Company's
jurisdiction of incorporation), (2) there
shall be any reduction in the annual rate of
dividends paid on the Capital Stock (except
<PAGE>
-30-
as necessary for valid business reasons or to
reflect any subdivision of the Capital Stock
or as required under the laws of the Compa-
ny's jurisdiction or incorporation or as
approved by a majority of the Continuing
Directors (provided that the Continuing
Directors constitute a majority of the Board
of Directors) or by the holders of 66 2/3
percent or more of the then outstanding
shares of Capital Stock beneficially owned by
persons other than the Acquiring Person or
its Affiliates or Associates), (3) there
shall be a failure to increase the annual
rate of dividends as necessary to reflect any
reclassification (including any reverse stock
split), recapitalization, reorganization or
any similar transaction which has the effect
of reducing the number of outstanding shares
of the Capital Stock (except to the extent
such increase in the rate of dividends would
be prohibited under the laws of the Company's
jurisdiction of incorporation), or (4) there
shall be any reclassification of securities
<PAGE>
-31-
(including any reverse stock split), or
recapitalization of the Company, or any
merger or consolidation of the Company with
any of its subsidiaries or any other transac-
tion or series of transactions to which the
Company or any of its Subsidiaries is a party
(whether or not with or into or otherwise
involving an Acquiring Person) which has the
effect, directly or indirectly, of increasing
by more than 1% the proportionate share of
the outstanding shares of any class of equity
or convertible securities of the Company or
any of its subsidiaries which is directly or
indirectly owned by any Acquiring Person or
any Associate or Affiliate of any Acquiring
Person
then, subject to Section 24 hereof, within five
(5) days after the date of the occurrence of an
event described in Section 11(a)(iii)(A) hereof
and promptly following the occurrence of any event
described in Section 11(a)(ii) or 11(a)(iii)(B)
hereof, proper provision shall be made so that
each holder of a Right, except as provided in
<PAGE>
-32-
Section 7(e) hereof, shall thereafter have a right
to receive, upon exercise thereof at the then cur-
rent Purchase Price in accordance with the terms
of this Agreement, such number of shares of the
Capital Stock of the Company as shall equal the
result obtained by (x) multiplying the then cur-
rent Purchase Price by the then number of shares
of the Capital Stock for which a Right is then
exercisable and dividing that product by (y) 50%
of the current market price per share of the Capi-
tal Stock of the Company (determined pursuant to
Section 11(d)) on the date on which the first of
the events listed above in the foregoing
subparagraphs (ii) and (iii) occurs. For the pur-
poses of this section "subsidiaries" shall mean
any corporations or other entities of which a
majority of the voting power of the voting equity
securities or equity interests is owned, directly
or indirectly, by the Company.
(iv) In the event that there shall not be
sufficient authorized but unissued Capital Stock
to permit the exercise in full of the Rights in
accordance with the foregoing subparagraph (ii),
<PAGE>
-33-
the Company covenants and agrees not to enter into
any of the transactions specified therein. If
despite these covenants one of the events speci-
fied in such subparagraph (ii) occurs, or in the
event any transactions specified in the foregoing
subparagraph (iii) occurs, and there is not suffi-
cient authorized but unissued Capital Stock to
permit the exchange in full of the Rights as pro-
vided therein, the Company shall use its best
efforts to take all such action as may be neces-
sary to authorize additional shares of Capital
Stock for issuance upon exercise of the Rights;
provided, however, if the Company is unable to
cause the authorization of a sufficient number of
additional shares of Capital Stock, then, in the
event the Rights become so exercisable, the Com-
pany, with respect to each Right and to the extent
necessary and permitted by applicable law and any
agreements or instruments in effect on the date
hereof to which it is a party, shall, upon the
exercise of such Rights, (A) pay cash in an amount
equal to the Purchase Price, in lieu of issuing
shares of Capital Stock and requiring payment
<PAGE>
-34-
therefor, or (B) issue debt or equity securities,
or a combination thereof, having a value equal to
the Current Value (as such term is hereinafter
defined) of the Capital Stock, where the value of
such securities shall be determined by a nation-
ally recognized investment banking firm selected
by the Board of Directors of the Company, and
require the payment of the Purchase Price, or
(C) deliver any combination of cash, property,
Capital Stock and/or other securities having a
value equal to the Current Value, and require pay-
ment of all or any requisite portions of the Pur-
chase Price. The "Current Value" shall be the
product of the current market price per share of
Capital Stock (determined pursuant to
Section 11(d) on the date immediately prior to the
date of determination) multiplied by the number
of shares of Capital Stock for which the Right
otherwise would be exercisable if there were
sufficient shares available. To the extent that the
Company determines that some action need be taken
pursuant to clauses (A), (B) or (C) of the proviso of
this Section 11(a)(iv), a majority of the Continuing
<PAGE>
-35-
Directors may suspend the exercisability of the
Rights for a period of up to 45 days following the
date on which the first of the events listed in
Section 11(a)(ii) or Section 11(a)(iii) shall have
occurred, in order to decide the appropriate form
of distribution to be made pursuant to the above
proviso and to determine the value thereof. In
the event of any such suspension, the Company
shall issue a public announcement stating that the
exercisability of the Rights has been temporarily
suspended, as well as a public announcement at
such time as the suspension is no longer in
effect.
(b) In case the Company shall fix a record
date for the issuance of rights or warrants to all
holders of the Capital Stock entitling them (for a
period expiring within 45 calendar days after such
record date) to subscribe for or purchase Capital
Stock (or securities convertible into Capital
Stock) at a price per share of Capital Stock (or
having a conversion price per share of Capital
Stock, if a security convertible into Capital
Stock) less than the current market price per
<PAGE>
-36-
share of Capital Stock (as defined in
Section 11(d)) on such record date, 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 num-
ber of shares of Capital Stock outstanding on such
record date plus the number of shares of Capital
Stock which the aggregate offering price of the
total number of shares of Capital 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 Capital Stock outstanding on
such record date plus the number of additional
shares of Capital Stock to be offered for sub-
scription or purchase (or into which the convert-
ible 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
<PAGE>
-37-
faith by the Board of Directors of the Company,
whose determination shall be described in a state-
ment filed with the Rights Agent. Shares of Capi-
tal 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 Purchase 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 hold-
ers of Capital Stock (including any such distribu-
tion made in connection with a consolidation or
merger in which the Company is the continuing cor-
poration) of evidences of indebtedness or assets
(other than a regular periodic cash dividend at a
rate not in excess of 125% of the rate of the last
cash dividend theretofore paid or a dividend pay-
able in Capital Stock) or subscription rights or
warrants (excluding those referred to in
<PAGE>
-38-
Section 11(b)), the Purchase Price to be in effect
after such record date shall be determined by mul-
tiplying 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 Capital 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 determi-
nation shall be described in a statement filed
with the Rights Agent) of the portion of the
assets or evidences of indebtedness so to be dis-
tributed or of such subscription rights or war-
rants applicable to one share of the Capital Stock
and of which the denominator shall be such current
market price per share of the Capital 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.
<PAGE>
-39-
(d) For the purpose of any computation
thereunder, the "current market price" per share
of the Capital Stock on any date of determination
shall be deemed to be the average of the daily
closing prices per share of such Capital 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 (or value) per share of
the Capital Stock is determined during the period
following the announcement by the issuer of such
Capital Stock of (i) a dividend or distribution on
such Capital Stock payable in shares of such Capi-
tal Stock or securities convertible into shares of
such Capital Stock, or (ii) any subdivision, com-
bination 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, or the record date for such subdivi-
sion, combination or reclassification, then, and
in each such case, the "current market price" or
"value" shall be appropriately adjusted to take
into account ex-dividend trading. The closing
<PAGE>
-40-
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 New York Stock
Exchange or, if the shares of the Capital Stock
are not listed or admitted to trading on the New
York Stock Exchange, as reported in the principal
consolidated transaction reporting system with
respect to securities listed on the principal
national securities exchange on which the shares
of the Capital Stock are listed or admitted to
trading or, if the shares of the Capital Stock are
not listed or admitted to trading on any national
securities exchange, the last quoted 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 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 Capital
<PAGE>
-41-
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 Capital Stock selected by the Board
of Directors of the Company. If on any such date
no market maker is making a market in the Capital
Stock, the fair value of such shares on such date
as determined in good faith by the Board of Direc-
tors of the Company shall be used. The term
"Trading Day" shall mean a day on which the prin-
cipal national securities exchange on which the
shares of Capital Stock are listed or admitted to
trading is open for the transaction of business
or, if the shares of Capital Stock are not listed
or admitted to trading on any national securities
exchange, a Monday, Tuesday, Wednesday, Thursday
or Friday on which banking institutions in the
State of New York are not authorized or obligated
by law or executive order to close. If the Capi-
tal Stock is not publicly sold 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 Board of Directors of the
<PAGE>
-42-
Company, whose determination shall be described in
a statement filed with the Rights Agent.
(e) No adjustment in the Purchase Price
shall be required unless such adjustment would
require an increase or decrease of at least 1% in
such price; provided, however, that any adjust-
ments 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 adjust-
ment. All calculations under this Section 11
shall be made to the nearest cent or to the near-
est 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 transac-
tion 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
<PAGE>
-43-
receive any shares of capital stock of the Company
other than shares of the Capital Stock, thereafter
the number of such other shares so receivable upon
exercise of any Right shall be subject to adjust-
ment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions
with respect to the shares contained in
Section 11(a) through (c), inclusive, and the pro-
visions of Sections 7, 9, 10 and 13 with respect
to the shares of Capital Stock shall apply on like
terms to any such other shares.
(g) All Rights originally issued by the Com-
pany subsequent to any adjustment made to the Pur-
chase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the num-
ber of shares of Capital Stock purchasable from
time to time hereunder upon exercise of the
Rights, all subject to further adjustment as pro-
vided 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
<PAGE>
-44-
of the calculations made in Section 11(b) and (c),
each Right outstanding immediately prior to the
making of such adjustment shall thereafter evi-
dence the right to purchase, at the adjusted Pur-
chase Price, that number of shares (calculated to
the nearest ten-thousandth) obtained by (i) multi-
plying (x) the number of shares covered by a Right
immediately prior to this adjustment by (y) 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 shares of the Cap-
ital Stock purchasable upon the exercise of a
Right. Each of the Rights outstanding after such
adjustment of the number of Rights shall be exer-
cisable for the number of shares of the Capital
Stock for which a Right was exercisable immedi-
ately prior to such adjustment. Each Right held
<PAGE>
-45-
of record prior to such adjustment of the number
of Rights shall become that number of Rights (cal-
culated 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, and shall
notify the Rights Agent 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 day thereafter, but, if the Right
Certificates have been issued, shall be at least
10 days later than the date of the public
announcement. If Right Certificates have been
issued, upon each adjustment of the number of
Rights pursuant to Section 11(i), the Company
shall, as promptly as practicable, cause to be
distributed to holders of Right Certificates on
such record date Right Certificates evidencing,
subject to Section 14, the additional Rights to
which such holders shall be entitled as a result
<PAGE>
-46-
of such adjustment, or, at the option of the Com-
pany, shall cause to be distributed to such hold-
ers of record in substitution and replacement for
the Right Certificates held by such holders prior
to the date of adjustment, and upon surrender
thereof, if required by the Company, new Right
Certificates evidencing all the Rights to which
such holder shall be entitled after such adjust-
ment. Right 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 Right Certificates on the
record date specified in the public announcement.
(j) Irrespective of any adjustment or change
in the Purchase Price or the number of shares of
Capital Stock issuable upon the exercise of the
Rights, the Right Certificates theretofore and
thereafter issued may continue to express the Pur-
chase Price per share and the number of shares
which were expressed in the initial Right Certifi-
cates issued hereunder.
<PAGE>
-47-
(k) Before taking any action that would
cause an adjustment reducing the Purchase Price
below the then par value, if any, of the shares of
the Capital 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
shares of such Capital Stock at such adjusted Pur-
chase 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 shares of Capital Stock and other
capital stock or securities of the Company, if
any, issuable upon such exercise over and above
the shares of the Capital Stock and other capital
stock or securities of the Company, if any, issu-
able upon such exercise on the basis of the Pur-
chase Price in effect prior to such adjustment;
<PAGE>
-48-
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 con-
trary notwithstanding, the Company shall be enti-
tled 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 it in its sole discretion shall determine to
be advisable in order that any consolidation or
subdivision of the Capital Stock, issuance wholly
for cash of any of the Capital Stock at less than
the current market price, issuance wholly for cash
of the Capital Stock or securities which by their
terms are convertible into or exchangeable for
Capital 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 Capital Stock shall
not be taxable to such shareholders.
<PAGE>
-49-
(n) The Company covenants and agrees that,
after the Distribution Date, it will not, except
as permitted by Sections 23 and 27 hereof, take
(nor will it permit any of its Subsidiaries to
take) any action if at the time such action is
taken it is reasonably foreseeble that such action
will substantially diminish or otherwise eliminate
the benefits intended to be afforded by the
Rights, unless such action is approved by a major-
ity of the Continuing Directors and the Continuing
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 aggre-
gating more than 50% 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
<PAGE>
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instruments or securities outstanding or agree-
ments in effect which would substantially diminish
or otherwise eliminate the benefits intended to be
afforded by the Rights.
Section 12. Certificate of Adjusted Purchase Price
or Number of Shares. Whenever an adjustment is made as pro-
vided 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 Capital Stock a copy of such certificate and
(c) mail a brief summary thereof to each holder of a Right Cer-
tificate in accordance with Section 26. The Rights Agent shall
be fully protected in relying on any such certificate and on
any adjustment therein contained.
Section 13. Consolidation, Merger or Sale or Trans-
fer of Assets or Earning Power. (a) In the event that, fol-
lowing the Distribution Date, directly or indirectly, (x) the
Company shall consolidate with, or merge with and into, any
other Person, (y) any Person shall consolidate, merge with and
into the Company, the Company shall be the continuing or sur-
viving corporation of such merger and, in connection with such
<PAGE>
-51-
merger, all or part of the Capital 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% of the assets
or earning power of the Company and its subsidiaries (taken as
a whole) to any other Person, then, and in each such case,
proper provision shall be made so that (i) each holder of a
Right, except as provided in Section 7(e) hereof, shall there-
after have the 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 validly issued, fully
paid, non-assessable and freely tradable Capital Stock of the
Principal Party (as hereinafter defined), not subject to any
rights of call or first refusal, as shall be equal to the
result obtained by (1) multiplying the then current Purchase
Price by the then number of shares of Capital Stock for which a
Right is then exercisable and dividing that product by (2) 50%
of the current market price per share of the Capital Stock of
such Principal Party (determined in the manner described in
Section 11(d)) on the date of consummation of such consolida-
tion, merger, sale or transfer; (ii) the Principal Party shall
<PAGE>
-52-
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 provi-
sions of Section 11 hereof shall apply to such Principal Party
and (iv) such Principal Party shall take such steps (including,
but not limited to, the reservation of a sufficient number of
shares of its Capital Stock in accordance with Section 9) 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
Capital Stock thereafter deliverable upon the exercise of the
Rights; and (v) the provisions of Section 11(a)(ii) or
11(a)(iii) hereof shall be of no effect following the first
occurrence of any of the transactions described in
Section 13(a) hereof.
(b) "Principal Party" shall mean
(1) in the case of any transaction described in (x)
or (y) of the first sentence of Section 13(a), the Person that
is the issuer of any securities into which shares of Capital
Stock of the Company are converted in such merger or
<PAGE>
-53-
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)
of the first sentence in this Section 13, the Person that is
the other party to such transaction;
provided, however, that in any such case, (x) if the Capital
Stock of such Person is not at such time and has not been con-
tinuously during the preceding 12-month period registered under
Section 12 of the Exchange Act and such Person is a direct or
indirect subsidiary of another corporation the Capital 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 corpora-
tion, the Capital 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 Capital 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 own-
ership having an interest in such joint venture as if such
<PAGE>
-54-
party were a "subsidiary" of both or all of such joint ventur-
ers and the Principal Party 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 con-
solidation, merger, sale or transfer unless prior thereto the
Company and such Principal Party shall have executed and deliv-
ered 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, sale or transfer
mentioned in paragraph (a) of this Section 13, the Principal
Party will
(i) prepare and file a registration state-
ment 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
<PAGE>
-55-
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 Rights finan-
cial 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 Exchange Act.
The provisions of this Section 13 shall similarly apply to suc-
cessive mergers or consolidations or sales or other transfers.
In the event that one of the transactions described in
Section 13(a) hereof shall occur at any time after the occur-
rence of a transaction described in Section 11(a)(ii) or
Section 11(a)(iii) hereof, the Rights which have not thereto-
fore been exercised shall thereafter become exercisable in the
manner described in Section 13(a).
Section 14. Fractional Rights and Fractional Shares.
(a) The Company shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence frac-
tional Rights. In lieu of such fractional Rights, there shall
be paid to the registered holders of the Right Certificates
<PAGE>
-56-
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 or admitted to trading on the New
York Stock Exchange or, if the Rights are not listed or admit-
ted to trading on the New York Stock Exchange, as reported in
the principal consolidated transaction reporting system with
respect to securities listed on the principal national securi-
ties 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 quoted 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
<PAGE>
-57-
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 frac-
tions of shares upon exercise of the Rights to distribute cer-
tificates which evidence fractional shares. In lieu of frac-
tional shares, the Company may pay to the registered holders of
Right Certificates at the time such Right Certificates are
exercised as herein provided an amount in cash equal to the
same fraction of the current market value of a share of the
Capital Stock. For purposes of this Section 14(b), the current
market value of a share of the Capital Stock shall be the clos-
ing price of a share of the Capital Stock (as determined pursu-
ant to the second sentence of Section 11(d)) for the Trading
Day immediately prior to the date of such exercise.
(c) The holder of a Right by the acceptance of the
Rights expressly waives his right to receive any fractional
Rights or any fractional shares upon exercise of a Right.
<PAGE>
-58-
Section 15. Rights of Action. All rights of action
in respect of this Agreement are vested in the respective reg-
istered holders of the Right Certificates (and, prior to the
Distribution Date, the registered holders of the Capital
Stock); and any registered holder of any Right Certificate (or,
prior to the Distribution Date, of the Capital Stock), without
the consent of the Rights Agent or of the holder of any other
Right Certificate (or, prior to the Distribution Date, of the
Capital 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
Right Certificate in the manner provided in such Right Certifi-
cate and in this Agreement and subject to the limitations set
forth in such Right Certificates and in this Agreement. With-
out 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.
<PAGE>
-59-
Section 16. Agreement of Right Holders. Every
holder of a Right by accepting the same consents and agrees
with the Company and the Rights Agent 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
Capital Stock;
(b) after the Distribution Date, the Right Certifi-
cates 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 prior instrument of
transfer; and
(c) The Company and the Rights Agent may deem and
treat the Person in whose name the Right Certificate (or, prior
to the Distribution Date, the associated Capital Stock certifi-
cate) is registered as the absolute owner thereof and of the
Rights evidenced thereby (notwithstanding any notations of own-
ership or writing on the Right Certificates or the associated
Capital 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 shall be affected by any
notice to the contrary.
<PAGE>
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Section 17. Right Certificate Holder Not Deemed a
Stockholder. No holder, as such, of any Right Certificate
shall be entitled to vote, receive dividends or be deemed for
any purpose the holder of the Capital Stock or any other secu-
rities 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 Right Certificate be construed to
confer upon the holder of any Right Certificate, as such, any
of the rights of a shareholder of the Company or any right to
vote for the election of directors or upon any matter submitted
to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meet-
ings or other actions affecting shareholders (except as pro-
vided in Section 25), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance
with the provisions hereof.
Section 18. Concerning the Rights Agent. The Com-
pany 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 admin-
istration and execution of this Agreement and the exercise and
<PAGE>
-61-
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 neg-
ligence, 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 costs and expenses of defending
against any claim of liability in the premises.
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 Right Certificate or certificate
for the Capital Stock or for other securities of the Company,
instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, instruction, 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 or with which
<PAGE>
-62-
it may be consolidated, or any corporation resulting from any
merger or consolidation to which the Rights Agent or any suc-
cessor Rights Agent shall be a party, or any corporation, suc-
ceeding to the stock transfer or corporate trust 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 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 shall succeed to the agency created by this
Agreement, any of the Right 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 Right Cer-
tificates shall not have been countersigned, any successor
Rights Agent may countersign such Right 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 Right Cer-
tificates shall have the full force provided in the Right Cer-
tificates and in the Agreement.
In case at any time the name of the Rights Agent
shall be changed and at such time any of the Right Certificates
<PAGE>
-63-
shall have been countersigned but not delivered, the Rights
Agent may adopt the countersignature under its prior name and
deliver Right Certificates so countersigned; and in case at
that time any of the Right Certificates shall not have been
countersigned, the Rights Agent may countersign such Right Cer-
tificates either in its prior name or in its changed name; and
in all such cases such Right Certificates shall have the full
force provided in the Right 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 Right 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 authoriza-
tion 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
<PAGE>
-64-
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 conclu-
sively proved and established by a certificate signed by any
one of the Chairman of the Board, the President, any Vice Pres-
ident, the Treasurer or the Secretary of the Company and deliv-
ered to the Rights Agent; and such certificate shall be full
authorization to the Rights Agent for any action taken or suf-
fered in good faith by it under the provisions of this Agree-
ment 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 Right 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 respon-
sibility 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
<PAGE>
-65-
of any Right 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
Right Certificate; nor shall it be responsible for any adjust-
ment required under the provisions of Sections 11 or 13 or
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 Right Certificates after actual
notice of any such adjustment); nor shall it by any act hereun-
der be deemed to make any representation or warranty as to the
authorization or reservation of any shares of the Capital Stock
to be issued pursuant to this Agreement or any Right Certifi-
cate or as to whether any shares of the Capital Stock will,
when issued, be validly authorized and issued, fully paid and
nonassessable.
(f) The Company agrees that it will perform, exe-
cute, acknowledge and deliver or cause to be performed, exe-
cuted, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the
Rights Agent of the provisions of this Agreement.
<PAGE>
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(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. At any time the Rights Agent may apply to
the Company for written instructions with respect to any matter
arising in connection with the Rights Agent's duties and obli-
gations arising under this Rights Agreement. Such application
by the Rights Agent for written instructions from the Company
may, at the option of the Rights Agent, set forth in writing
any action proposed to be taken or omitted by the Rights Agent
with respect to its duties or obligations under this Rights
Agreement and the date on and/or after which such action shall
be taken and the Rights Agent shall not be liable for any
action taken or omitted in accordance with a proposal included
in any such application on or after the date specified therein
(which date shall be not less than one business day after the
Company receives such application, without the Company's con-
sent) unless, prior to taking or omitting any such action, the
<PAGE>
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Rights Agent has received written instructions in response to
such application specifying the action to be taken or omitted.
(h) The Rights Agent and any shareholder, 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 interested
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 result-
ing from any such act, default, neglect or misconduct, provided
reasonable care was exercised in the selection thereof.
(j) If, with respect to any Right Certificate sur-
rendered to the Rights Agent for exercise or transfer, the cer-
tificate attached to the form of assignment or form of election
<PAGE>
-68-
to purchase, as the case may be, has either not been completed
or indicates 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 or 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 dis-
charged from its duties under this Agreement upon 30 days'
notice in writing mailed to the Company and to each transfer
agent of the Capital Stock by registered or certified mail,
provided, however, that the Rights Agent may resign with notice
of less than 30 days in the event of a determination of inval-
idity under Section 31 hereof. 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
Capital Stock by registered or certified mail, and to the hold-
ers of the Right 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 succes-
sor 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
<PAGE>
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such resignation or incapacity by the resigning or incapaci-
tated Rights Agent or by the holder of a Right Certificate (who
shall, with such notice, submit his Right Certificate for
inspection by the Company), then the Company shall become the
Rights Agent and the registered holder of any Right 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
(A) a corporation organized and doing business under the laws
of the United States or of the State of New York (or of any
other state of the United States so long as such corporation is
authorized to do business as a banking institution in the State
of New York), in good standing, having a principal office in
the State of New York, which is authorized under such laws to
exercise corporate trust or stock transfer powers and is sub-
ject to supervision or examination by federal or state author-
ity or which has at the time of its appointment as Rights Agent
a combined capital and surplus of at least $50 million or
(B) an affiliate of any such corporation as described. 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
<PAGE>
-70-
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 predeces-
sor Rights Agent and each transfer agent of the Capital Stock,
and mail a notice thereof in writing to the registered holders
of the Right 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 Right Certificates.
Notwithstanding any of the provisions of this Agreement or of
the Rights to the contrary, the Company may, at its option,
issue new Right 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 prop-
erty purchasable under the Right Certificates made in accor-
dance with the provisions of this Agreement.
<PAGE>
-71-
Section 23. Redemption. (a) The Board of Directors
of the Company may, at its option, at any time prior to 5:00
P.M., New York City time, on the earlier of (x) the tenth day
following the Shares Acquisition Date or (y) the Final Expira-
tion Date, redeem all but not less than all of the then out-
standing Rights at a redemption price of $.01 per Right appro-
priately 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 "Redemp-
tion Price"), provided, however, that if such redemption occurs
on or after the Shares Acquisition Date the Board of Directors
of the Company shall be entitled to so redeem the Rights only
if such redemption is approved by a majority of the Continuing
Directors. Notwithstanding anything contained in this Agree-
ment to the contrary, the Rights shall not be exercisable pur-
suant to Section 11(a)(ii) or Section 11(a)(iii) prior to the
expiration of the Company's right of redemption.
(b) Immediately upon the action of the Board of
Directors of the Company ordering the redemption of the Rights,
notice shall be given to the Rights Agent of such redemption,
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
<PAGE>
-72-
Redemption Price. Within 10 days after the action of the Board
of Directors ordering the redemption of 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 Capital 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 Right at any time in any man-
ner other than that specifically set forth in this Section 23,
and other than in connection with the repurchase of Capital
Stock prior to the Distribution Date.
Section 24. Exchange. (a) Subject to any limita-
tions of applicable law, the Board of Directors of the Company
may, at its option, at any time on or after any Person becomes
an Acquiring Person, exchange all or part of the then outstand-
ing and exercisable Rights (which shall not include Rights that
have become void pursuant to the provisions of Section 7(e)
hereof) for shares of Capital Stock at an exchange ratio of one
<PAGE>
-73-
share of Capital Stock per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such exchange ratio being
hereinafter referred to as the "Exchange Ratio"). Notwith-
standing the foregoing, the Board of Directors shall not be
empowered to effect such exchange at any time after any Person
(other than the Company, any subsidiary of the Company, any
employee benefit plan of the Company, or any Person or entity
organized, appointed or established by the Company for or pur-
suant to the terms of any such plan, together with all Affili-
ates and Associates of such Person), becomes the Beneficial
Owner of 50% or more of the shares of Capital Stock of the
Company.
(b) Immediately upon the action of the Board of
Directors of the Company ordering the exchange of any Rights
pursuant to subsection (a) of this Section 24 and without any
further action and without any notice, the right to exercise
such Rights shall terminate and the only right thereafter of a
holder of such Rights shall be to receive that number of shares
of Capital Stock equal to the number of such Rights held by
such holder multiplied by the Exchange Ratio. The Company
shall promptly give notice of any such exchange in accordance
with Section 26 hereof; provided, however, that the failure to
<PAGE>
-74-
give, or any defect in, such notice shall not affect the valid-
ity of such exchange. The Company promptly shall mail a notice
of any such exchange to all of the holders of such Rights at
their last addresses as they appear upon the registry books of
the Rights Agent. 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 exchange will
state the method by which the exchange of the shares of Capital
Stock for Rights will be effected and, in the event of any par-
tial exchange, the number of Rights which will be exchanged.
Any partial exchange shall be effected pro rata based on the
number of Rights (other than Rights which have become void pur-
suant to the provisions of Section 7(e) hereof) held by each
holder of Rights.
(c) In the event that there shall not be sufficient
shares of Capital Stock issued but not outstanding or autho-
rized but unissued to permit any exchange of Rights as contem-
plated in accordance with this Section 24, the Company may, in
its discretion, take all such action as may be necessary to
authorize additional shares of Capital Stock for issuance upon
exchange of the Rights.
<PAGE>
-75-
(d) The Company shall not be required to issue frac-
tions of Capital Stock or to distribute certificates which evi-
dence fractional shares of Capital Stock. If the Company
elects not to issue such fractional shares of Capital Stock,
the Company shall pay, in lieu of such fractional shares of
Capital Stock, to the registered holders of the Right Certifi-
cates with regard to which such fractional shares of Capital
Stock would otherwise be issuable, an amount in cash equal to
the same fraction of the current market price of a whole share
of Capital Stock. For the purposes of this paragraph (d), the
current market price of a whole share of Capital Stock shall be
the closing price (as determined pursuant to the second sen-
tence of Section 11(d) hereof) of a share of Capital Stock for
the Trading Day immediately prior to the date of exchange pur-
suant to this Section 24.
(e) In any exchange pursuant to this Section 24, the
Company, at its option, may substitute for any share of Capital
Stock exchangeable for a Right (i) cash, (ii) debt or equity
securities of the Company, (iii) property, or (iv) any combina-
tion of cash, property, Capital Stock and/or other securities
having an aggregate value (as determined by a nationally recog-
nized investment banking firm selected by the Board of Direc-
tors of the Company) equal to the current market price per
<PAGE>
-76-
share of Capital Stock (determined pursuant to Section 11(d) on
the date immediately prior to the date of exchange pursuant to
this Section 24.
Section 25. Notice of Certain Events. In case the
Company shall propose at any time following the Distribution
Date (a) to pay any dividend payable in stock of any class to
the holders of its Capital Stock or to make any other distribu-
tion to the holders of its Capital Stock (other than a regular
periodic cash dividend at a rate not in excess of 125% of the
rate of the last cash dividend theretofore paid), or (b) to
offer to the holders of its Capital Stock rights or warrants to
subscribe for or to purchase any additional shares of the Capi-
tal Stock or shares of stock of any class or any other securi-
ties, rights or options, or (c) to effect any reclassification
of its Capital Stock (other than a reclassification involving
only the subdivision of outstanding Capital Stock), or (d) to
effect any consolidation or merger into or with, 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% of the assets or earning
power of the Company and its subsidiaries (taken as a whole)
to, any other Person, or (e) to effect the liquidation, disso-
lution or winding up of the Company, then, in each such case,
<PAGE>
-77-
the Company shall give to each holder of a Right, in accordance
with Section 26, a notice of such proposed action, which shall
specify the record date for the purposes of such stock divi-
dend, distribution of rights or Rights, 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 Capital
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 (a) or
(b) above at least twenty days prior to the record date for
determining holders of the Capital 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 Capital Stock, whichever shall be the earlier.
In case any of the events set forth in Section 22(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 Right, in accordance with Section 26, 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).
<PAGE>
-78-
Section 26. Notices. Notices or demands authorized
by this Agreement to be given or made by the Rights Agent or by
the holder of any Right Certificate to or on the Company shall
be sufficiently given or made if sent by first-class ail, post-
age prepaid, addressed (until another address is filed in writ-
ing with the Rights Agent) as follows:
The Louisiana Land and Exploration Company
909 Poydras Street
P.O. Box 60350
New Orleans, Louisiana 70160
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 Right 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:
First Chicago Trust Company of New York
525 Washington Boulevard
Suite 4660
Jersey City, New Jersey 07303-2507
Attn: Tenders: Exchanges Administration
Notices or demands authorized by this Agreement to be
given or made by the Company or the Rights Agent to the holder
of any Right Certificate shall be sufficiently given or made if
sent by first-class mail, postage prepaid, addressed to such
<PAGE>
-79-
holder at the address of such holder as shown on the registry
books of the Company.
Section 27. Supplements and Amendments. The Company
may from time to time supplement or amend this Agreement with-
out the approval of any holders of Rights Certificates (i) in
order to cure any ambiguity, (ii) to correct or supplement any
provision contained herein which may be defective or inconsis-
tent with any other provisions herein, or (iii) prior to the
Distribution Date, to change or supplement the provisions here-
under which the Company may deem necessary or desirable and in
the best interests of the holders of the Company Capital Stock
or (iv) following the Distribution Date, to change or supple-
ment 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
(other than an Acquiring Person or an Affiliate or Associate of
an Acquiring Person); provided, however, that this Agreement
shall not be supplemented or amended in any way (other than
pursuant to clauses (i) and (ii) above) unless such amendment
is approved by a majority of the Continuing Directors whose
determination shall be final and the Continuing Directors con-
stitute a majority of the Board of Directors. Any supplement
or amendment will be effective upon execution of such
<PAGE>
-80-
supplement or amendment by the Company and the delivery of a
certificate from an appropriate officer of the Company which
states that the supplement or amendment is in compliance with
the terms of this Section 27 to the Rights Agent. The Rights
Agent will thereafter act in accordance with 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 holders of Common Stock.
Section 28. Successors. All the covenants and pro-
visions 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 29. Determinations and Actions by the Board
of Directors, etc. For all purposes of this Agreement, any
calculation of the number of shares of Capital Stock outstand-
ing at any particular time, including for purposes of determin-
ing the particular percentage of such outstanding shares of
Capital Stock of which any Person is the Beneficial Owner,
shall be made in accordance with the provisions of Rule
13d-3(d)(1)(ii) of the General Rules and Regulations under the
<PAGE>
-81-
Exchange Act. The Board of Directors of the Company (and,
where specifically provided for herein, the Continuing Direc-
tors) shall have the exclusive power and authority to adminis-
ter this Agreement and to exercise all rights and power specif-
ically granted to the Board, or the Company (or, as expressly
provided, the Continuing Directors), or as necessary or advis-
able in the administration of this Agreement, including, with-
out limitation, the right and power to (i) interpret the provi-
sions 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 to redeem
the Rights or to amend the Agreement). All such actions, cal-
culations, interpretations and determinations (including, for
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 Continuing Directors) in good faith, shall (i) be
final, conclusive and binding on the Company, the Rights Agent,
the holders of the Right Certificates and all other parties,
and (ii) not subject the Board or the Continuing Directors to
any liability to the holders of the Rights Certificates.
Section 30. Benefits of this Agreement. Nothing in
this Agreement shall be construed to give to any person or cor-
poration other than the Company, the Rights Agent and the
<PAGE>
-82-
registered holders of the Right Certificates (and, prior to the
Distribution Date, the Capital 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 Right
Certificates.
Section 31. 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, cove-
nants 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 of redemp-
tion 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 (which determination
shall be final) by the Board of Directors.
<PAGE>
-83-
Section 32. Governing Law. This Agreement and each
Right Certificate issued hereunder shall be deemed to be a con-
tract made under the laws of the State of Maryland and for all
purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts to be made and
performed entirely within such State.
Section 33. Counterparts. This Agreement may be
executed in any number of counterparts and each of such coun-
terparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and
the same instrument.
Section 34. Descriptive Headings. Descriptive head-
ings 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.
<PAGE>
-84-
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed and their respective corpo-
rate seals to be hereunto affixed and attested, all as of the
day and year first above written.
THE LOUISIANA LAND AND
EXPLORATION COMPANY
Attest:
By:______________________ By: __________________________
Name: Name:
Title: Title:
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
Attest:
By:______________________ By: __________________________
Name: Name:
Title: Title:
<PAGE>
Exhibit A
[Form of Right Certificate]
Certificate No. R- _______ Rights
NOT EXERCISABLE AFTER JUNE 6, 2006 OR EARLIER
IF NOTICE OF REDEMPTION IS GIVEN, THE RIGHTS
ARE SUBJECT TO REDEMPTION, AT THE OPTION OF
THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS
SET FORTH IN THE RIGHTS AGREEMENT. [THE
RIGHTS REPRESENTED BY THIS 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).
THIS RIGHT CERTIFICATE AND THE RIGHTS REPRE-
SENTED HEREBY MAY BECOME NULL AND VOID IN THE
CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF
THE RIGHTS AGREEMENT.]1
Right Certificate
This certifies that , or registered
assigns, 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 conditions of the Amended and
Restated Rights Agreement dated as of May 9, 1996 (the "Rights
Agreement") between THE LOUISIANA LAND AND EXPLORATION COMPANY,
a Maryland corporation (the "Company"), and FIRST CHICAGO TRUST
COMPANY OF NEW YORK, a national banking association (the
_________________________
1 The portion of the legend in brackets shall be inserted only if
applicable.
<PAGE>
-2-
"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. (New York City time) on
June 6, 2006 at the principal office of the Rights Agent, or
its successors as Rights Agent, in New York, New York, one
fully paid non-assessable share of the Capital Stock, $.15 par
value (the "Capital Stock"), of the Company, at a purchase
price of $175 per share (the "Purchase Price"), upon presenta-
tion and surrender of this Right Certificate with the Form of
Election to Purchase duly executed. The number of Rights evi-
denced by this Right Certificate (and the number of shares
which may be purchased upon exercise thereof) set forth above
and the Purchase Price per share set forth above, are the num-
ber and Purchase Price as of May 9, 1996, based on the shares
of the Capital Stock of the Company as constituted at at such
date.
Upon the occurrence of a Triggering Event (as such
term is defined in the Rights Agreement), if the Rights evi-
denced 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
<PAGE>
-3-
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 the Capital Stock which may
be purchased upon the exercise of the Rights evidenced by this
Right 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 hereto, and to which Rights Agree-
ment reference is hereby made for a full description of the
rights, limitations of rights, obligations, duties and
immuntities hereunder of the Rights Agent, the Company and the
holders of the Right Certificates. Copies of the Rights Agree-
ment are on file at the above-mentioned office of the Rights
Agent.
<PAGE>
-4-
This Right Certificate, with or without other Right
Certificates, upon surrender at the principal office of the
Rights Agent, may be exchanged for another Right Certificate or
Right Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of
shares of the Capital Stock as the Rights evidenced by the
Right Certificate or Right Certificates surrendered shall have
entitled such holder to purchase. If this Right Certificate
shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Right Certificate or
Right 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 option at a redemption price of $.01 per Right.
No fractional shares of the Capital Stock will be
issued upon the exercise of any Right or Rights evidenced
hereby, but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.
No holder of this Right Certificate shall be entitled
to vote or receive dividends or be deemed for any purpose the
holder of the Capital Stock or of any other securities of the
<PAGE>
-5-
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 shareholder of the Company or any right
to vote for the election of directors or upon any matter sub-
mitted to shareholders at any meeting thereof, or to give or
withhold consent to any corporate action, or, to receive notice
of meetings or other actions affecting shareholders (except as
provided in the Rights Agreement), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights
evidenced by this Right Certificate shall have been exercised
as provided in the Rights Agreement.
This Right Certificate shall not be valid or obliga-
tory for any purpose until it shall have been countersigned by
the Rights Agent.
<PAGE>
-6-
WITNESS the facsimile signature of the proper offic-
ers of the Company and its corporate seal. Dated as of May 9,
1996.
ATTEST: THE LOUISIANA LAND AND
EXPLORATION COMPANY
_________________________ By: _________________________
Secretary Title:
Countersigned:
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: _______________________
Authorized Signature
Date:
<PAGE>
[Form of Reverse Side of Right Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Right Certificates.)
FOR VALUE RECEIVED _______________________________
hereby sells, assigns and transfers unto ___________________
____________________________________________________________
(Please print name and address of transferee)
_____________________________________________________________
this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and
appoint _________________ Attorney, to transfer the within
Right Certificate on the books of the within-named Company,
with full power of substitution.
Dated: _____________________, ____
________________________
Signature
Signature Guaranteed:
<PAGE>
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 Per-
son who is or was an Acquiring Person or an Affiliate or Asso-
ciate 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, it [ ] did [ ] did not acquire the Rights
evidenced by this Rights Certificate from any Person who is or
was an Acquiring Person or an Affiliate or Associate of an
Acquiring Person.
Dated: _______________, ____ _________________________
Signature
NOTICE
The signature to the foregoing Assignment must corre-
spond to the name as written upon the fact of this Right Cer-
tificate 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 Right Certificate.)
To :
The undersigned hereby irrevocably elects to exercise
________________ Rights represented by this Right Certificate
to purchase the shares of the Capital 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 Right Certificate, a new Right Certificate for the bal-
ance 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)
_______________________________________________________________
<PAGE>
Dated: __________________, ____
____________________________
Signature
(Signature must conform in all
respects to name of holder as
specified on the face of this
Right Certificate)
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 Per-
son who is or was an Acquiring Person or an Affiliate or Asso-
ciate 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, it [ ] did [ ] did not acquire the Rights
evidenced by this Rights Certificate from any Person who is or
was an Acquiring Person or an Affiliate or Associate of an
Acquiring Person.
Dated: _______________, ____ _________________________
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 B
AMENDED AND RESTATED SUMMARY
OF RIGHTS TO PURCHASE CAPITAL STOCK
On May 25, 1986, the Board of Directors of THE LOUI-
SIANA LAND AND EXPLORATION COMPANY (the "Company") declared a
dividend distribution of one Right for each outstanding share
of Capital Stock, $.15 par value (the "Capital Stock"), of the
Company. The distribution was paid on June 6, 1986 to the
shareholders of record on June 6, 1986. On May 9, 1996, the
Board of Directors authorized the Company to amend, and the
Company amended, the terms of the rights agreement governing
the terms and provisions of the Rights. Each Right entitles
the registered holder to purchase from the Company one share of
the Capital Stock at a price of $175 per share (the "Purchase
Price"), subject to adjustment. The description and terms of
the Rights are set forth in an Amended and Restated Rights
Agreement (the "Rights Agreement") between the Company and
FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent (the
"Rights Agent").
Until the earlier to occur of (i) ten days following
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% or
<PAGE>
-2-
more of the outstanding shares of the Capital Stock or (ii) ten
days following the commencement or announcement of an intention
to make a tender offer or exchange offer by any person, if,
upon consummation thereof, such person would be an Acquiring
Person (the earlier of such dates being called the "Distribu-
tion Date"), the Rights will be evidenced, with respect to any
of the Company's Capital Stock certificates outstanding as of
May 9, 1996, by such Capital Stock certificate with a copy of
this Amended and Restated Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the
Capital Stock. Until the Distribution Date (or earlier redemp-
tion or expiration of the Rights), new Capital Stock certifi-
cates issued after May 9, 1996 upon transfer or new issuance of
the Capital 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 Capital Stock certificates outstand-
ing as of May 9, 1996, even without a copy of this Amended and
Restated Summary of Rights attached thereto, will also consti-
tute the transfer of the Rights associated with the Capital
Stock represented by such certificate. As soon a practicable
following the Distribution Date, separate certificates
<PAGE>
-3-
evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Capital Stock as of the close of busi-
ness on the Distribution Date and such separate Right Certifi-
cates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on June 6, 2006, unless earlier
redeemed by the Company as described below.
The Purchase Price payable, and the number of shares
of the Capital Stock or other securities or property issuable,
upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock divi-
dend on, or a subdivision, combination or reclassification of
the Capital Stock, (ii) upon the grant to holders of the Capi-
tal Stock of certain rights or warrants to subscribe for shares
of the Capital Stock or convertible securities at less than the
current market price of the Capital Stock or (iii) upon the
distribution to holders of the Capital Stock of evidences of
indebtedness or assets (excluding regular periodic cash divi-
dends out of earnings or retained earnings at a rate not in
excess of 125% of the rate of the last cash dividend thereto-
fore paid or dividends payable in the Capital Stock) or of
<PAGE>
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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 that 50% or
more of its assets or earning power were sold, proper provision
shall be made so that each holder of a Right other than Rights
that were or are beneficially owned by the Acquiring Person on
the Distribution Date (which will thereafter be void), shall
thereafter have the right to receive, upon the exercise thereof
at the then current Purchase Price, 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 Purchase
Price. In the event that the Company were the surviving corpo-
ration in a merger and its Capital Stock were not changed or
exchanged, or in the event that an Acquiring Person engages in
one of a number of self-dealing transactions specified in the
Rights Agreement, or a Person (other than the Company, any Sub-
sidiary of the Company or any employee benefit plan of the Com-
pany) becomes an Acquiring Person proper provision shall be
made so that each holder of a Right, other than Rights that
were or are beneficially owned by the Acquiring Person on the
Distribution Date (which will thereafter be void), will there-
after have the right to receive upon exercise that number of
<PAGE>
-5-
shares of the Capital Stock (or in certain circumstances other
securities, cash or property) having a market value of two
times the Purchase Price.
With certain exceptions, no adjustment in the Pur-
chase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Price. No frac-
tional shares will be issued and, in lieu thereof, an adjust-
ment in cash will be made based on the market price of the Cap-
ital Stock on the last trading date prior to the date of
exercise.
At any time prior to 5:00 P.M. New York time on the
tenth day following public announcement that a person or group
of affiliated or associated persons has acquired beneficial
ownership of 20% (subject to certain exceptions for parties who
inadvertently acquire in excess of such percentage) or more of
the outstanding shares of the Capital Stock of the Company (the
"Shares Acquisition Date"), the Board of Directors of the Com-
pany may redeem the Rights in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price") provided that
if such redemption occurs on or after the Shares Acquisition
Date the Board shall be entitled to so redeem the Rights only
if such redemption is approved by a majority of the Continuing
<PAGE>
-6-
Directors (as defined in the Rights Agreement). Immediately
upon the action of the Board of Directors of the Company elect-
ing 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.
At any time after a Person becomes an Acquiring Per-
son the Board of Directors may mandatorily exchange all or part
of the Rights (other than Rights owned by an Acquiring Person,
which shall be null and void) at an exchange ratio of one share
of Capital Stock per Right, subject to adjustment.
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 (i) in order to cure any ambiguity or
(ii) correct any defect or inconsistency or, (iii) prior to the
Distribution Date, to make changes deemed to be in the best
interests of the holders of the Rights or (iv) after the Dis-
tribution Date, to make such other changes which do not
adversely affect the interests of the holders of the Rights
<PAGE>
-7-
(excluding the interests of any Acquiring Person and its Affil-
iates and Associates); provided, however, that no amendment
other than pursuant to (i) or (ii) shall be made unless
approved by a majority of the Continuing Directors.
A copy of the Rights Agreement has been filed with
the Securities and Exchange Commission as an Exhibit to a Reg-
istration Statement on Form 8-A, as amended on May 10, 1996. A
copy of the Rights Agreement is available free of charge from
the Rights Agent, First Chicago Trust Company of New York.
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.
