<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 8-A
____________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ILLINI CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Illinois 37-1135429
(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
120 South Chatham Road, Springfield, Illinois 62704
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of
the Act:
None
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box. /_/
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2) please
check the following box. /_/
Securities to be registered pursuant to Section 12(g) of
the Act:
Common Stock Purchase Rights
(Title of Class)<PAGE>
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
----------------------------------------------
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On June 20, 1997, the Board of Directors of Illini Corporation
(the "Company") declared a dividend distribution of one Right for
each outstanding share of Common Stock, $10.00 par value (the "Common
Stock"), of the Company to the stockholders of record on July 7, 1997
(the "Record Date"). Each Right entitles the registered holder to
purchase from the Company one share of Common Stock at a price of
$80.00 per share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Illinois
Stock Transfer Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the tenth business day after a
public announcement that a person or group of affiliated or
associated persons acquired, or obtained the right to acquire,
beneficial ownership of 10% or more of the outstanding shares of
Common Stock of the Company (such person or group being called an
"Acquiring Person" and such date of first public announcement being
called the "Stock Acquisition Date"), or (ii) the tenth business day
after the commencement or announcement of an intention to make a
tender offer or exchange offer which would result in any person or
group of affiliated or associated persons becoming an Acquiring
Person (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the
Company's Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate with a copy of a summary of
the terms of the Rights (the Summary of Rights ) attached thereto.
Mae H. Noll, together with all her Affiliates and Associates (as such
terms are defined in the Rights Agreement), will not be deemed to be
Acquiring Persons as long as all such persons beneficially own in the
aggregate no more than 14.3% of the Common Stock of the Company. The
Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Company's Common
Stock. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued after
the Record Date upon transfer or new issuance of the Company's Common
Stock will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any of the
Company's Common Stock certificates outstanding as of the Record Date
will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the
Rights ("Rights Certificates") will be mailed to holders of record of
the Company's Common Stock as of the close of business on the
Distribution Date and, thereafter, such separate Rights Certificates
alone will evidence the Rights.<PAGE>
<PAGE> 3
The Rights are not exercisable until the Distribution Date. The
Rights will expire on July 7, 2007, unless earlier redeemed by the
Company as described below.
The Purchase Price payable, and the number of shares of Common
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 Common Stock, (ii) upon the
grant to holders of Common Stock of certain rights, options or
warrants to subscribe for shares of Common Stock or convertible
securities at less than the current market price of the Common Stock
or (iii) upon the distribution to holders of Common Stock of
evidences of indebtedness or assets (excluding (a) a regular periodic
cash dividend or (b) a dividend payable in Common Stock) or of
subscription rights, options or warrants (other than those referred
to above).
In the event that a person becomes the beneficial owner of 10%
or more of the outstanding shares of Common Stock (i.e., becomes an
Acquiring Person), each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will be void),
will have the right to receive upon exercise thereof, that number of
shares of Common Stock having a market value of two times the
exercise price of the Right (such right being called the "Flip-In"
right).
In the event that, on or after the Stock Acquisition Date, the
Company were acquired in a merger or other business combination, or
50% or more of its assets or earning power were sold, proper
provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares
of common stock of the acquiring company which at the time of such
transaction would have a market value of two times the exercise price
of the Right. In the event that the Company were the surviving
corporation in a merger involving the Acquiring Person and the Common
Stock were not changed or exchanged, proper provision shall be made
so that each holder of a Right, other than Rights beneficially owned
by the Acquiring Person (which will be void), will thereafter have
the right to receive upon exercise that number of shares of the
Common Stock having a market value of two times the exercise price of
the Right (such right being called the "Flip-Over" right). The
holder of a right will no longer have a Flip-Over right if, and to
the extent that, he has exercised his Flip-In right.
With certain exceptions, no adjustment in the Purchase 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, a cash payment will be made based on the
market price of the Common Stock on the last trading date prior to
the date of exercise.<PAGE>
<PAGE> 4
At any time prior to the time that there is an Acquiring Person,
the Company may, at its option, redeem the Rights in whole but not in
part, at a price of $0.01 per Right (the "Redemption Price").
Immediately upon the authorization of the redemption of the Rights by
the Board of Directors of the Company, the Rights will terminate and
the only right of the holders of Rights will be to receive the
Redemption Price.
One Right will be distributed to shareholders of the Company for
each share of Common Stock owned of record by them as of the close of
business on July 7, 1997. Until the Distribution Date, the Company
will issue one Right with each share of Common Stock that shall
become outstanding so that all shares of Common Stock will have
attached Rights.
The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person or group that attempts to
acquire the Company on terms not approved in advance by the Board of
Directors of the Company. The Rights should not interfere with any
merger of other business combination approved by the Board of
Directors prior to the time that a person or group has acquired
beneficial ownership of 10% or more of the Common Stock, since until
such time the Rights may be redeemed by the Company at $0.01 per
Right.
The present dividend distribution of the Rights is not taxable
to the Company or its shareholders. The Rights are not dilutive and
will not affect reported earnings per share. The Company will
receive no proceeds from the issuance of the Rights as a dividend.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The Board of Directors of the Company may amend the Rights
Agreement from time to time, provided that any such changes do not
adversely affect the interest of the holders of the Rights, and
provided further that the Rights Agreement may not be supplemented or
amended in any way after an Acquiring Person has become such.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, including the form of Rights
Certificate and the Summary of Rights is attached hereto as an
exhibit and incorporated herein by reference. A copy of the Rights
Agreement is available to all Right holders free of charge from the
Company. The foregoing description of the Rights does not purport to
be complete and is qualified in its entirety by reference to the
Rights Agreement.<PAGE>
<PAGE> 5
ITEM 2. EXHIBITS
1 Rights Agreement dated June 20, 1997 between Illini
Corporation and Illinois Stock Transfer Company, as Rights
Agent. Included as Exhibit A to such Rights Agreement is a
form of Rights Certificate, which will not be mailed to
stockholders until the Distribution Date.<PAGE>
<PAGE> 6
SIGNATURE
---------
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Springfield, State of Illinois, on June
25, 1997.
Illini Corporation
(Registrant)
By: /s/ Burnard K. McHone
------------------------------
Burnard K. McHone, President<PAGE>
<PAGE> 7
EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
1 Rights Agreement dated June 20, 1997 between Illini
Corporation and Illinois Stock Transfer Company, as
Rights Agent. Included as Exhibit A to such Rights
Agreement is a form of Rights Certificate, which
will not be mailed to stockholders until the
Distribution Date.
<PAGE> 8
RIGHTS AGREEMENT
by and between
ILLINI CORPORATION
and
ILLINOIS STOCK TRANSFER COMPANY
as rights agent
Dated as of June 20, 1997<PAGE>
<PAGE> 9
TABLE OF CONTENTS
-----------------
Page
----
SECTION 1. CERTAIN DEFINITIONS . . . . . . . . . . . . . . . 11
SECTION 2. APPOINTMENT OF RIGHTS AGENT . . . . . . . . . . . 14
SECTION 3. ISSUE OF RIGHT CERTIFICATES . . . . . . . . . . . 14
SECTION 4. FORM OF RIGHT CERTIFICATES . . . . . . . . . . . . 16
SECTION 5. COUNTERSIGNATURE AND REGISTRATION . . . . . . . . 16
SECTION 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF
RIGHT CERTIFICATES; MUTILATED, DESTROYED, LOST OR
STOLEN RIGHT CERTIFICATES . . . . . . . . . . . . 17
SECTION 7. EXERCISE OF RIGHTS; PURCHASE PRICE;
EXPIRATION DATE OF RIGHTS. . . . . . . . . . . . . 18
SECTION 8. CANCELLATION AND DESTRUCTION OF RIGHT
CERTIFICATES . . . . . . . . . . . . . . . . . . . 20
SECTION 9. RESERVATION AND AVAILABILITY OF SHARES OF COMMON
STOCK . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 10. COMMON STOCK RECORD DATE . . . . . . . . . . . . . 21
SECTION 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR
NUMBER OF RIGHTS . . . . . . . . . . . . . . . . . 22
SECTION 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER
OF SHARES . . . . . . . . . . . . . . . . . . . . 28
SECTION 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF
ASSETS OR EARNING POWER. . . . . . . . . . . . . . 29
SECTION 14. ADDITIONAL COVENANTS . . . . . . . . . . . . . . . 32
SECTION 15. FRACTIONAL RIGHTS AND FRACTIONAL SHARES . . . . . 32
SECTION 16. RIGHTS OF ACTION . . . . . . . . . . . . . . . . . 33
SECTION 17. AGREEMENT OF RIGHT HOLDERS . . . . . . . . . . . . 33
SECTION 18. RIGHT CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER 34<PAGE>
<PAGE> 10
SECTION 19. CONCERNING THE RIGHTS AGENT . . . . . . . . . . . 34
SECTION 20. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF
RIGHTS AGENT . . . . . . . . . . . . . . . . . . . 35
SECTION 21. TERMS AND CONDITIONS TO DUTIES OF RIGHTS AGENT . . 35
SECTION 22. CHANGE OF RIGHTS AGENT . . . . . . . . . . . . . . 37
SECTION 23. ISSUANCE OF NEW RIGHT CERTIFICATES . . . . . . . . 38
SECTION 24. REDEMPTION . . . . . . . . . . . . . . . . . . . . 38
SECTION 25. EXCHANGE . . . . . . . . . . . . . . . . . . . . . 39
SECTION 26. NOTICE OF CERTAIN EVENTS . . . . . . . . . . . . . 40
SECTION 27. NOTICES . . . . . . . . . . . . . . . . . . . . . 41
SECTION 28. SUPPLEMENTS AND AMENDMENTS . . . . . . . . . . . . 42
SECTION 29. DETERMINATION AND ACTIONS BY THE BOARD OF
DIRECTORS, ETC . . . . . . . . . . . . . . . . . . 42
SECTION 30. SUCCESSORS . . . . . . . . . . . . . . . . . . . . 43
SECTION 31. BENEFITS OF THIS AGREEMENT . . . . . . . . . . . . 43
SECTION 32. GOVERNING LAW . . . . . . . . . . . . . . . . . . 43
SECTION 33. COUNTERPARTS . . . . . . . . . . . . . . . . . . . 43
SECTION 34. DESCRIPTIVE HEADINGS . . . . . . . . . . . . . . . 43
SECTION 35. SEVERABILITY . . . . . . . . . . . . . . . . . . . 43
Exhibit A - Form of Rights Certificate A-1
Exhibit B - Form of Summary of Rights B-1<PAGE>
<PAGE> 11
RIGHTS AGREEMENT
----------------
This Agreement, dated as of June 20, 1997, is made by and
between Illini Corporation, an Illinois corporation (the "Company"),
and Illinois Stock Transfer Company, an Illinois corporation (the
"Rights Agent").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Board of Directors of the Company has authorized
and declared a dividend distribution (the "Distribution") of one
Right (as hereinafter defined) for each share of Common Stock, $10.00
par value, of the Company outstanding at the close of business on
July 7, 1997 (the "Record Date") and has further authorized the
issuance of one Right in respect of each share of Common Stock of the
Company issued between such date and the earlier of the Distribution
Date or the Expiration Date (as such terms are hereinafter defined),
each Right initially representing the right to purchase one share of
Common Stock of the Company (the "Rights"), all upon the terms, with
the adjustments and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
SECTION 1. CERTAIN DEFINITIONS. For purposes of this
Agreement, the following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be
the Beneficial Owner of a Substantial Block or who was such a
Beneficial Owner at any time after the date hereof, whether or not
such Person continues to be the Beneficial Owner of a Substantial
Block, but shall not include the Company, any Subsidiary of or other
Person controlled by the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company, any Person appointed as
trustee by the Company or such Subsidiary pursuant to the terms of
any such plan in that Person's capacity as trustee or any Excluded
Acquiring Person. Notwithstanding the foregoing, no Person shall
become an "Acquiring Person" (i) as a result of the acquisition of
shares of Common Stock by the Company which, by reducing the number
of shares of Common Stock outstanding, increases the proportional
number of shares beneficially owned by such Person together with all
Affiliates and Associates of such Person; PROVIDED HOWEVER, that if
(1) a Person would become an Acquiring Person (but for the operation
of this subclause (i)) as a result of the acquisition of shares of
Common Stock by the Company, and (2) after such share acquisition by
the Company, such Person, or an Affiliate or Associate of such
Person, becomes the Beneficial Owner of any additional shares of
Common Stock, then such Person shall be deemed an Acquiring Person;<PAGE>
<PAGE> 12
or (ii) if the Board of Directors determines that such Person became
an Acquiring Person inadvertently, and such Person promptly divests
itself of a sufficient number of shares of Common Stock so that such
Person is the Beneficial Owner of such number of shares of Common
Stock so that such Person no longer would be an Acquiring Person.
(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 (the
"Exchange Act"), as in effect on the date of this Agreement, but
shall not include the Company, any Subsidiary of or other Person
controlled by the Company, any employee benefit plan of the Company
or of any Subsidiary of the Company or any Person appointed as
trustee by the Company or such Subsidiary pursuant to the terms of
any such plan in that Person's capacity as trustee.
(c) A Person shall be deemed the "Beneficial Owner" of and
shall be deemed to "beneficially own" any securities:
(i) of which such Person or any of such Person's
Affiliates or Associates directly or indirectly has
"beneficial ownership," as determined pursuant to Rule 13d-
3 of the General Rules and Regulations under the Exchange
Act, as in effect on the date of this Agreement;
(ii) which such Person or any of such Person's Affiliates
or Associates directly or indirectly has (A) the right to
acquire (whether such right is exercisable immediately or
only after the passage of time) pursuant to any agreement,
arrangement or understanding (whether or not in writing),
or upon the exercise of conversion rights, exchange rights,
rights (other than the Rights), warrants or options, or
otherwise; PROVIDED, HOWEVER, that a Person shall not be
deemed the Beneficial Owner of, or to "beneficially own,"
securities tendered pursuant to a tender or exchange offer
made by or on behalf of such Person or any of such Person's
Affiliates or Associates until such tendered securities are
accepted for purchase; or (B) the right (whether sole or
shared) to vote or dispose of pursuant to any agreement,
arrangement or understanding (whether or not in writing);
PROVIDED, HOWEVER, that a Person shall not be deemed the
Beneficial Owner of, or to "beneficially own," any security
under this clause (B) pursuant to an agreement, arrangement
or understanding to vote such security that (1) arises
solely from a revocable proxy or consent given in response
to a public proxy or consent solicitation made pursuant to,
and in accordance with, the Exchange Act and the rules and
regulations thereunder and (2) is not also then required to
be reported as beneficially owned on a Schedule 13D under
the Exchange Act (or any comparable or successor report);
or<PAGE>
<PAGE> 13
(iii) which are beneficially owned, directly or
indirectly, by any other Person (or any Affiliate or
Associate thereof) with which such Person or any of such
Person's Affiliates or Associates has any agreement,
arrangement or understanding (whether or not in writing)
for the purpose of acquiring, holding, voting (except
pursuant to a revocable proxy as described in clause (B) of
subparagraph (ii) of this paragraph (c)) or disposing of
any securities of the Company.
Notwithstanding anything in this definition of Beneficial
Ownership to the contrary, the phrase "then outstanding," when used
with reference to a Person's Beneficial Ownership of securities of
the Company, shall mean the number of such securities then issued and
outstanding together with the number of such securities not then
actually issued and outstanding which such Person would be deemed to
own beneficially hereunder.
(d) "Business Day" shall mean any day other than a Saturday,
Sunday or a legal holiday for banking institutions in the State of
Illinois.
(e) "Close of business" on any given date shall mean 5:00 P.M.,
Central Time, on such date; PROVIDED, HOWEVER, that if such date is
not a Business Day it shall mean 5:00 P.M., Central Time, on the next
succeeding Business Day.
(f) "Common Stock" when used with reference to the Company
shall mean the Common Stock, $10.00 par value, of the Company.
"Common Stock" when used with reference to any Person other than the
Company shall mean the capital stock with the greatest aggregate
voting power or the equity securities or other equity interests
having power to control or direct the management of such Person or,
if such Person is a subsidiary of or controlled by another Person,
the Person which ultimately controls such first-mentioned Person and
which has issued and outstanding such capital stock, equity
securities or equity interests.
(g) "Excluded Acquiring Person" shall mean Mae H. Noll, together
with all her Affiliates and Associates, so long as Mae H. Noll,
together with all her Affiliates and Associates, beneficially own no
more than 14.3% of the shares of Common Stock of the Company then
outstanding.
(h) "Person" shall mean any individual, firm, corporation,
partnership, trust, association, joint venture, syndicate or other
entity, and shall include any successor (by merger or otherwise) of
such entity.
(i) "Stock Acquisition Date" shall mean the first date of
public announcement (which shall include, without limitation, a
report filed pursuant to the Exchange Act) by the Company or an<PAGE>
<PAGE> 14
Acquiring Person of facts that show that an Acquiring Person has
become such.
(j) "Subsidiary" of any Person shall mean any corporation or
other Person of which a majority of the voting power of the voting
equity securities or equity interest is owned, directly or
indirectly, by such Person, or which is otherwise controlled by such
Person.
(k) "Substantial Block" shall mean a number of shares of Common
Stock of the Company which equals or exceeds 10% of the number of
shares of Common Stock of the Company then outstanding.
SECTION 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby
appoints the Rights Agent to act as agent for the Company and the
holders of the Rights (who, in accordance with Section 3 hereof,
shall prior to the Distribution Date also be the holders of the
Common Stock) in accordance with the terms and conditions hereof, and
the Rights Agent hereby accepts such appointment. The Company may
from time to time appoint such Co-Rights Agents as it may deem
necessary or desirable. In the event the Company appoints one or
more Co-Rights Agents, the respective duties of the Rights Agent and
the Co-Rights Agents shall be as the Company determines.
SECTION 3. ISSUE OF RIGHT CERTIFICATES.
(a) Until the earlier of the close of business on (i) the
tenth business day after the Stock Acquisition Date or (ii) the tenth
business day after the commencement of, or first public announcement
of, the intent of any Person (other than the Company or any of its
Subsidiaries or any employee benefit plan of the Company or of any
Subsidiary of the Company or any Person appointed as trustee by the
Company or such Subsidiary pursuant to the terms of any such plan in
such Person's capacity as trustee) to commence (which intention to
commence remains in effect for five business days after such
announcement) a tender or exchange offer which would result in such
Person becoming an Acquiring Person (including any such day which is
after the date of this Agreement and prior to the issuance of the
Rights, the earlier of such dates being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced by the
certificates for the Common Stock of the Company registered in the
names of the holders of the Common Stock (which certificates for
Common 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 Common Stock. As soon as practicable after the
Distribution Date, the Rights Agent will send, by first-class,
insured, postage prepaid mail, to each record holder of the Common
Stock as of the close of business on the Distribution Date, at the
address of such holder shown on the records of the Company, a
certificate for Rights, in substantially the form of Exhibit A hereto
(the "Rights Certificates"), evidencing one Right for each share of<PAGE>
<PAGE> 15
Common Stock so held. As of and after the Distribution Date, the
Rights will be evidenced solely by such Right Certificates.
(b) As soon as practicable after the Record Date, the Company
will send a copy of a Summary of Rights to Purchase Common 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 Common Stock as of the close of business on the Record Date,
at the address of such holder shown on the records of the Company.
With respect to certificates for the Common Stock outstanding as of
the Record Date, until the Distribution Date, the Rights will be
evidenced by such certificates for the Common Stock registered in the
names of the holders of the Common Stock. Until the Distribution
Date (or earlier Expiration Date), the surrender for transfer of any
of the certificates for the Common Stock outstanding on the Record
Date shall also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate.
(c) Rights shall be issued in respect of all shares of Common
Stock which become outstanding after the Record Date but prior to the
earlier of the Distribution Date or the Expiration Date.
Certificates representing such shares shall have impressed on,
printed on, written on or otherwise affixed to them the following
legend:
This certificate also evidences and entitles the holder
hereof to certain Rights as set forth in a Rights Agreement
between Illini Corporation and Illinois Stock Transfer
Company dated as of June 20, 1997 (the "Rights Agreement"),
the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal
executive offices of Illini Corporation. Under certain
circumstances, as set forth in the Rights Agreement, such
Rights may be redeemed, may expire or may be evidenced by
separate certificates and will no longer be evidenced by
this certificate. Illini Corporation will mail to the
holder of this certificate a copy of the Rights Agreement
without charge promptly upon receipt of a written request
therefor. Under certain circumstances, Rights issued to,
or held by, an Acquiring Person or Associates or Affiliates
of an Acquiring Person (as 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 legend,
until the Distribution Date, the Rights associated with the Common
Stock represented by such certificates shall be evidenced by such
certificates alone, and the surrender for transfer of any of such
certificates shall also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.<PAGE>
<PAGE> 16
SECTION 4. FORM OF RIGHT CERTIFICATES.
(a) 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,
summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any applicable law or
with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Rights may from time to
time be listed, or to conform to usage. Subject to the provisions of
Section 11 and Section 23 hereof, the Right Certificates, whenever
issued, shall be dated as of the Record Date, and on their face shall
entitle the holders thereof to purchase such number of shares of
Common Stock as shall be set forth therein at the price per share set
forth therein (the "Purchase Price"), but the number of such shares
and the Purchase Price shall be subject to adjustments as provided
herein.
(b) Any Right Certificate that represents Rights beneficially
owned by an Acquiring Person or any Associate or Affiliate of an
Acquiring Person and any Rights Certificate issued at any time upon
the transfer of any Rights to such an Acquiring Person or any
Associate or Affiliate thereof or to any nominee of such Acquiring
Person, Associate or Affiliate, and any Rights Certificate issued
pursuant to Section 6 or Section 11 upon transfer, exchange,
replacement or adjustment of any other Rights Certificate referred to
in this sentence, shall contain the following legend:
The Rights represented by this Rights Certificate were
issued to a Person who was an Acquiring Person or an
Affiliate or an Associate of an Acquiring Person (as such
terms are defined in the Rights Agreement, dated as of June
20, 1997). This Rights Certificate and the Rights
represented hereby have become void to the extent provided
by Section 7(e) of the Rights Agreement.
The provisions of Section 7(e) of this Rights Agreement shall be
operative whether or not the foregoing legend is contained on any
such Rights Certificate.
SECTION 5. COUNTERSIGNATURE AND REGISTRATION.
(a) The Right Certificates shall be executed on behalf of the
Company by its Chairman of the Board or its President or any Vice
President, either manually or by facsimile signature, and have
affixed thereto the Company's seal or a facsimile thereof which shall
be attested by the Secretary or an Assistant Secretary of the
Company, either manually or by facsimile signature. The Right
Certificates shall be countersigned by the Rights Agent manually or
by facsimile and shall not be valid for any purpose unless so<PAGE>
<PAGE> 17
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 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 person who, at the actual date of the execution of
such Right Certificate, 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.
(b) Following the Distribution Date, the Rights Agent will keep
or cause to be kept, at one of its offices designated for such
purpose, 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 Certificates, 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.
(a) Subject to the provisions of Section 15 hereof, at any time
after the close of business on the Distribution Date, and at or prior
to the close of business on the Expiration Date, any Right
Certificate or Certificates may be transferred, split up, combined or
exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of shares
of Common Stock as the Right Certificate or Right Certificates
surrendered then entitled such holder to purchase. Any registered
holder desiring to transfer, split up, combine or exchange any Right
Certificate shall make such request in writing delivered to the
Rights Agent, and shall surrender the Right Certificate or Right
Certificates to be transferred, split up, combined or exchanged at
the principal office of the Rights Agent. Thereupon the Rights Agent
shall countersign and deliver to the person entitled thereto a Right
Certificate or Right Certificates, as the case may be, as so
requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination or exchange of
Right Certificates.
(b) Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft,
destruction or mutilation of a Right Certificate, and, in case of
loss, theft or destruction, of indemnity or security reasonably
satisfactory to them, and reimbursement to the Company and the Rights
Agent of all reasonable expenses incidental thereto, and upon
surrender to the Rights Agent and cancellation of the Right<PAGE>
<PAGE> 18
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 Certificate so lost,
stolen, destroyed or mutilated.
SECTION 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION
DATE OF RIGHTS.
(a) 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, upon
surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights
Agent at the principal office of the Rights Agent in Chicago,
Illinois, together with payment of the Purchase Price for each share
of Common Stock of the Company as to which the Rights are exercised,
at or prior to the close of business on the earlier of the close of
business on (i) July 7, 2007 (the "Final Expiration Date"), or (ii)
the date on which the Rights are redeemed pursuant to Section 24
(such earlier date being herein referred to as the "Expiration
Date").
(b) The Purchase Price for each share of Common Stock pursuant
to the exercise of a Right shall initially be $80.00, shall be
subject to adjustment from time to time as provided in Sections 11
and 13 and shall be payable in lawful 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 the shares
to be purchased, and an amount equal to any applicable transfer tax
in cash, or by certified check or bank draft payable to the order of
the Company, the Rights specified in the election shall be exercised,
and the Rights Agent shall, subject to Section 21(j), thereupon
promptly (i) (A) requisition from any transfer agent of the Common
Stock of the Company (or make available, if the Rights Agent is the
transfer agent) certificates for the number of shares of Common Stock
to be purchased (and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests), or (B) if the
Company, in its sole discretion, shall have elected to deposit the
shares of Common Stock issuable upon exercise of the Rights hereunder
into a depositary, requisition from the depositary agent depositary
receipts representing such number of shares of Common Stock as are to
be purchased (in which case certificates for the shares of Common
Stock represented by such receipts shall be deposited by the transfer
agent with the depositary agent) and the Company will direct the
depositary agent to comply with such request, (ii) when appropriate,
requisition from the Company the amount of cash to be paid in lieu of
issuance of fractional shares in accordance with Section 15, (iii)
promptly after receipt of such certificates, cause the same to be
delivered to or upon the order of the registered holder of such Right<PAGE>
<PAGE> 19
Certificate, registered in such name or names as may be designated by
such holder and (iv) when appropriate, after receipt promptly deliver
such cash to or upon the order of the registered holder of such Right
Certificate. The payment of the Purchase Price may be made (x) in
cash or by certified bank check or bank draft payable to the order of
the Company, or (y) by delivery of a certificate or certificates
(with appropriate stock powers executed in blank attached thereto)
evidencing a number of shares of Common Stock equal to the then
Purchase Price divided by the closing price (as determined pursuant
to Section 11(d) hereof) per share of Common Stock on the Trading Day
immediately preceding the date of such exercise. In the event that
the Company is obligated to issue other securities (including shares
of Common Stock) of the Company, pay cash and/or distribute other
property pursuant to Section 11(a) hereof, the Company will make all
arrangements necessary so that such other securities, cash and/or
other property are available for distribution by the Rights Agent, if
and when appropriate. In addition, in the case of an exercise of the
Rights by a holder pursuant to Section 11(a)(ii), the Rights Agent
shall return such Rights Certificate to the registered holder thereof
after imprinting, stamping or otherwise indicating thereon that the
rights represented by such Rights Certificate no longer include the
rights provided by Section 11(a)(ii) of the Rights Agreement and if
less than all the Rights represented by such Rights Certificate were
so exercised, the Rights Agent shall indicate on the Rights
Certificate the number of Rights represented thereby which continue
to include the rights provided by Section 11(a)(ii).
(d) In case the registered holder of any Right Certificate
shall exercise (except pursuant to Section 11(a)(ii)) 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 or to his duly authorized assigns, subject to the
provisions of Section 15.
(e) Notwithstanding anything in this Agreement to the contrary,
from and after the first occurrence of an event described in Section
11(a)(ii), any Rights beneficially owned (including beneficial
ownership that can be deemed to exist because of the transfer of
voting rights pursuant to a voting trust or similar arrangement) by
an Acquiring Person or an Associate or Affiliate of an Acquiring
Person shall be void and any holder of such Rights shall thereafter
have no right to exercise such Rights under any provision of this
Agreement. No Rights Certificate shall be issued pursuant to Section
3 that represents Rights beneficially owned by an Acquiring Person
whose Rights are void pursuant to the preceding sentence or any
Associate or Affiliate thereof; no Rights Certificate shall be issued
at any time upon the transfer of any Rights to an Acquiring Person
whose Rights are void pursuant to the preceding sentence or any
Associate or Affiliate thereof or to any nominee of such Acquiring
Person, Associate or Affiliate; and any Rights Certificate delivered
to the Rights Agent for transfer to an Acquiring Person (or Associate<PAGE>
<PAGE> 20
or Affiliate thereof) whose Rights are void pursuant to the preceding
sentence shall be canceled.
(f) Notwithstanding anything in this Agreement to the contrary,
the Rights shall not be effectively exercised and 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 Right 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 purpose of
exercise, transfer, split up, combination or exchange shall, if
surrendered to the Company or to any of its agents, be delivered to
the Rights Agent for cancellation or in canceled form, or, if
surrendered to the Rights Agent, shall be canceled by it, and no
Right Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Rights
Agreement. The Company shall deliver to the Rights Agent for
cancellation and retirement, and the Rights Agent shall so cancel and
retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent
shall deliver all canceled Right Certificates to the Company, or
shall, at the written request of the Company, destroy such canceled
Right Certificates, and in such case shall deliver a certificate of
destruction thereof to the Company.
SECTION 9. RESERVATION AND AVAILABILITY OF SHARES OF COMMON
STOCK.
(a) The Company covenants and agrees that after the occurrence
of an event described in Section 11 it will cause to be reserved and
kept available, and not reserved for other purposes, out of its
authorized and unissued shares of Common Stock or its authorized and
issued shares of Common Stock held in its treasury, the number of
shares of Common Stock that will be sufficient to permit the exercise
in full of all outstanding Rights.
(b) So long as the Common 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 the Distribution
Date, all shares reserved for such issuance to be listed on such
exchange upon official notice of issuance upon such exercise.
(c) The Company covenants and agrees that it will take all such
action as may be necessary to insure that all shares of Common Stock
delivered upon exercise of Rights shall, at the time of delivery of<PAGE>
<PAGE> 21
the certificates for such shares (subject to payment of the Purchase
Price), be duly and validly authorized and issued and fully paid and
nonassessable shares.
(d) 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 Common Stock upon the
exercise of Rights. The Company shall not, however, be required 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 Common Stock in a name other
than that of the registered holder of the Right Certificate
evidencing Rights surrendered for exercise or to issue or deliver any
certificates for shares of Common 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 Right Certificate at the time of
surrender) or until it has been established to the Company's
satisfaction that no such tax is due.
(e) The Company shall use its best efforts to (i) file, as soon
as practicable following the Distribution Date, a registration
statement under the Securities Act of 1933 (the "Act"), with respect
to the securities purchasable upon exercise of the Rights on an
appropriate form, (ii) cause such registration statement to become
effective as soon as practicable after such filing, and (iii) cause
such registration statement to remain effective (with a prospectus at
all times meeting the requirements of the Act and the rules and
regulations thereunder) until the earlier of (A) the date as of which
the Rights are no longer exercisable for such securities, and (B) the
Expiration Date. The Company will also take such action as may be
appropriate under, or to ensure compliance with, the securities or
"blue sky" laws of the various states in connection with the
exercisability of the Rights.
SECTION 10. COMMON STOCK RECORD DATE. Each person in whose
name any certificate for shares of Common Stock is issued upon the
exercise of Rights shall for all purposes be deemed to have become
the holder of record of the Common 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 in
accordance with Section 7; PROVIDED, HOWEVER, that if the date of
such surrender and payment is a date upon which the Common 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
certificate shall be dated, the next succeeding business day on which
the Common Stock transfer books of the Company are open. Prior to
the exercise of the Rights evidenced thereby, the holder of a Right
Certificate shall not be entitled to any rights of a stockholder of
the Company with respect to shares for which the Rights shall be
exercisable, including, without limitation, the right to vote, to<PAGE>
<PAGE> 22
receive dividends or other distributions or to exercise any
preemptive rights, and shall not be entitled to receive any notice of
any proceedings of the Company, except as provided herein.
SECTION 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR
NUMBER OF RIGHTS. The Purchase Price, the number of shares covered
by each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.
(a) (i) In the event the Company shall at any time after the
date of this Agreement (A) declare a dividend on the Common Stock
payable in shares of Common Stock, (B) subdivide the outstanding
shares of Common Stock, (C) combine the outstanding shares of Common
Stock into a smaller number of shares or (D) issue any shares of its
capital stock in a reclassification or recapitalization of the Common
Stock (including any such reclassification or recapitalization in
connection with a consolidation or merger in which the Company is the
continuing or surviving corporation), except as otherwise provided
this Section 11(a) and in Section 7(e), the Purchase Price in effect
at the time of the record date for such dividend or of the effective
date of such subdivision, combination, reclassification or
recapitalization, 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,
other securities and/or property which, if such Right had been
exercised immediately prior to such date and at a time when the
Common Stock transfer books of the Company were open, such holder
would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination, reclassification
or recapitalization; PROVIDED, HOWEVER, that in no event shall the
consideration to be paid upon the exercise of one Right be less than
the aggregate par value of the shares of capital stock of the Company
issuable upon the exercise of one Right. If an event occurs which
would require an adjustment under both Section 11(a)(i) and Section
11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall
be in addition to, and shall be made prior to, any adjustment
required pursuant to Section 11(a)(ii).
(ii) In the event that at any time after the date hereof,
any Person, alone or together with its Affiliates and Associates,
shall become an Acquiring Person then proper provision shall be made
so that each holder of a Right, except as provided in Section 7(e)
hereof, shall have a right to receive, upon exercise thereof at the
then current Purchase Price in accordance with the terms of this
Agreement, such number of shares of Common Stock of the Company as
shall equal the result obtained by (x) multiplying the then current
Purchase Price by the then number of shares of Common Stock for which
a Right is then exercisable and dividing that product by (y) 50% of
the current market price for one share of Common Stock (determined
pursuant to Section 11(d)) on the date of the occurrence of the event
set forth above in this subparagraph (ii) (such number of shares<PAGE>
<PAGE> 23
being referred to as the "number of Adjustment Shares"); PROVIDED,
HOWEVER, that if the transaction that would otherwise give rise to
the foregoing adjustment is also subject to the provisions of Section
13 hereof, then only the provisions of Section 13 hereof shall apply
and no adjustment shall be made pursuant to this Section 11(a)(ii).
(iii) In the event that there shall not be sufficient
treasury shares or authorized but unissued shares of Common Stock to
permit the exercise in full of the Rights in accordance with the
foregoing subparagraph (ii) or, if any regulatory approvals for the
issuance of such Common Stock has not been obtained by the Company,
and the Rights become so exercisable, notwithstanding any other
provision of this Agreement, to the extent necessary and permitted by
applicable law and any agreements in effect on the date hereof to
which it is a party, the Company shall, with respect to each Right,
make adequate provision to substitute upon exercise of such Right to
the extent necessary and on a pro rata or such other basis as the
Company deems appropriate, (1) cash, (2) a reduction in the Purchase
Price, (3) other equity securities of the Company (including without
limitation shares or units of shares of preferred stock or other
securities), (4) debt securities of the Company, (5) other assets, or
(6) any combination of the foregoing, having an aggregate value equal
to the "current per share market price" (as determined pursuant to
Section 11(d) hereof) of the Common Stock for which such Right is
otherwise exercisable, where such aggregate value has been determined
by the Board of Directors of the Company based upon the advice of an
investment banking firm selected by the Board of Directors of the
Company.
(b) In case a record date is fixed by the Company or otherwise
established for the issuance of rights, options or warrants to all
holders of Common Stock entitling them (for a period expiring within
45 calendar days after such record date) to subscribe for or purchase
Common Stock (or securities convertible into Common Stock) at a price
per share of Common Stock (or having a conversion price per share of
Common Stock, if a security convertible into Common Stock) less than
the current market price (as defined in Section 11(d)) per share of
Common Stock 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 number of shares of
Common Stock outstanding on such record date plus the number of
shares of Common Stock which the aggregate offering price of the
total number of shares of Common 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 Common Stock
outstanding on such record date plus the number of additional shares
of Common Stock to be offered for subscription or purchase (or into
which the convertible securities so to be offered are initially
convertible); PROVIDED, HOWEVER, that in no event shall the
consideration to be paid upon the exercise of one Right be less than<PAGE>
<PAGE> 24
the aggregate par value of the shares of capital stock of the Company
issuable upon exercise of one Right. In case such subscription price
may be paid in a consideration part or all of which shall be in a
form other than cash, the value of such consideration shall be as
determined in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed with the
Rights Agent. Shares of Common 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 or established; and
in the event that such rights, options 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 had not been fixed or
established.
(c) If the Company shall fix a record date for the making of a
distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in
which the Company is the continuing corporation) of evidences of
indebtedness, cash (other than a regular periodic cash dividend),
assets (other than a dividend payable in Common Stock, but including
any dividend payable in stock other than Common Stock) or
subscription rights or warrants (excluding those referred to in
Section 11(b)), the Purchase Price to be in effect after such record
date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of
which shall be the current market price (as defined in Section 11(d))
per share of Common Stock on such record date, less the fair market
value (as determined reasonably and with good faith to the holders of
Rights by the Board of Directors of the Company, whose determination
shall be described in a statement filed with the Rights Agent and
shall be binding on the Rights Agent) of the portion of the cash,
assets or evidences of indebtedness so to be distributed or of such
subscription rights or warrants distributable in respect of one share
of Common Stock and the denominator of which shall be the current
market price per share of the Common Stock; PROVIDED, HOWEVER, that
in no event shall the consideration to be paid upon the exercise of
one Right be less than the aggregate par value of the shares of
capital stock of the Company issuable upon exercise of one Right.
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 be in effect if such record date had not been
fixed.
(d) For the purpose of any computation hereunder, the "current
market price" per share of Common Stock on any date shall be deemed
to be the average of the daily closing prices per share of Common
Stock for the 30 consecutive Trading Days (as such term is
hereinafter defined) immediately prior to such date; PROVIDED,
HOWEVER, that in the event that the current market price per share of
Common Stock is determined during a period following the announcement<PAGE>
<PAGE> 25
by the issuer of the Common Stock of (i) a dividend or distribution
on the Common Stock payable in shares of Common Stock or securities
convertible into shares of Common Stock or (ii) any subdivision,
combination or reclassification of the 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 subdivision,
combination or reclassification, as the case may be, then, and in
each such case, the "current market price" shall be appropriately
adjusted to reflect the current market price per common share
equivalent. The closing price for each day shall be the last sale
price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the shares of Common
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 Common Stock are
listed or admitted to trading or, if the shares of Common 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 Quotations System ("NASDAQ") or such other system then in
use, or, if on any such date the shares of Common Stock are not
quoted by any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a
market in the Common Stock selected by the Board of Directors of the
Company, except that, if on any such date no market maker is making a
market in the Common Stock, the fair value of such shares on such
date as determined in good faith by the Board of Directors of the
Company shall be used. The term "Trading Day" shall mean a day on
which the principal national securities exchange on which the shares
of Common Stock are listed or admitted to trading is open for the
transaction of business or, if the shares of Common Stock are not
listed or admitted to trading on any national securities exchange, a
Business Day. If the Common Stock is not publicly held or not so
listed or traded, "current market price" per share shall mean the
fair value per share as determined in good faith by the Board of
Directors of the 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 adjustments which
by reason of this Section 11(e) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 11 shall be made to the nearest
cent or to the nearest ten-thousandth of a share as the case may be.
Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later than<PAGE>
<PAGE> 26
the earlier of (i) three years from the date of the transaction which
mandates such adjustment or (ii) the Expiration Date.
(f) If as a result of an adjustment made pursuant to Section
11(a) or Section 13(a), the holder of any Right thereafter exercised
shall become entitled to receive any shares of capital stock of the
Company other than shares of Common Stock, thereafter the number of
such other shares so receivable upon exercise of any Right shall be
subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to
the shares contained in Section 11(a) through (c), inclusive, and the
provisions of Sections 7, 9, 10, 13 and 15 with respect to the shares
of Common Stock shall apply on like terms to any such other shares.
(g) All Rights originally issued by the Company subsequent to
any adjustment made to the Purchase Price hereunder shall evidence
the right to purchase, at the adjusted Purchase Price, the number of
shares of Common Stock purchasable from time to time hereunder upon
exercise of the Rights, all subject to further adjustment as provided
herein.
(h) Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase Price
as a result of the calculations made in Section 11(b) and (c), each
Right outstanding immediately prior to the making of such adjustment
shall thereafter evidence the right to purchase, at the adjusted
Purchase Price, that number of shares (calculated to the nearest ten-
thousandth) obtained by (i) multiplying (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 Common
Stock purchasable upon the exercise of a Right. Each of the Rights
outstanding after such adjustment of the number of Rights shall be
exercisable for the number of shares of Common Stock for which a
Right was exercisable immediately prior to such adjustment. Each
Right held of record prior to such adjustment of the number of Rights
shall become that number of Rights (calculated to the nearest ten-
thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the Purchase
Price in effect immediately after adjustment of the Purchase Price.
The Company shall make a public announcement of its election to
adjust the number of Rights, indicating the record date for the
adjustment, and, if known at the time, the amount of the adjustment
to be made. Such 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, the record date shall be at least 10<PAGE>
<PAGE> 27
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 this Section 11(i), the Company shall, as promptly
as practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing,
subject to Section 15, the additional Rights to which such holders
shall be entitled as a result of such adjustment, or, at the option
of the Company, shall cause to be distributed to such holders of
record in substitution and replacement for the 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 holders shall be entitled
after such adjustment. 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 Common Stock issuable upon the
exercise of the Rights, the Right Certificates theretofore and
thereafter issued may continue to express the Purchase Price per
share and the number of shares which were expressed in the initial
Right Certificates issued hereunder.
(k) Before taking any action that would cause an adjustment
reducing the per share Purchase Price below the then par value per
share, if any, of the shares of Common 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 nonassessable shares of
such Common Stock at such adjusted Purchase Price.
(l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record
date for a specified event, the Company may elect to defer until the
occurrence of such event the issuing to the holder of any Right
exercised after such record date the shares of Common Stock and other
capital stock or securities of the Company, if any, issuable upon
such exercise over and above the shares of Common Stock and other
capital stock or securities of the Company, if any, issuable upon
such exercise on the basis of the Purchase Price in effect prior to
such adjustment; PROVIDED, HOWEVER, that the Company shall deliver to
such holder a due bill or other appropriate instrument evidencing
such holder's right to receive such additional shares upon the
occurrence of the event requiring such adjustment.
(m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such
reductions in the Purchase Price, in addition to those adjustments
expressly required by this Section 11, as and to the extent that it<PAGE>
<PAGE> 28
in its sole discretion shall determine to be advisable in order that
any consolidation or subdivision of the Common Stock, issuance wholly
for cash of any shares of Common Stock at less than the current
market price, issuance wholly for cash of shares of Common Stock or
securities which by their terms are convertible into or exchangeable
for shares of Common 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 Common Stock shall
not be taxable to such stockholders.
(n) Anything in this Agreement to the contrary notwithstanding,
in the event that the Company shall at any time after the date of
this Agreement (i) declare a dividend on the outstanding shares of
Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, (iii) combine the outstanding Common Stock
into a smaller number of shares or (iv) issue any shares of its
capital stock in a reclassification of the outstanding Common Stock,
the number of Rights associated with each share of Common Stock then
outstanding, or issued or delivered thereafter but prior to the
Distribution Date, shall be proportionately adjusted so that the
number of Rights thereafter associated with each share of Common
Stock following any such event shall equal the result obtained by
multiplying the number of Rights associated with each share of Common
Stock immediately prior to such event (or, in the event that any
adjustment is made in connection with such event by reason of Section
11(i), after such adjustment) by a fraction the numerator of which
shall be the total number of shares of Common Stock outstanding
immediately prior to the occurrence of the event and the denominator
of which shall be the total number of shares of Common Stock
outstanding immediately after the occurrence of the event.
(o) Notwithstanding any other provision of this Agreement, no
adjustment to the Purchase Price, the number of shares of Common
Stock (or fractions of a share) for which a Right is exercisable or
the number of Rights outstanding (except as permitted by Section 24
hereof) or any similar adjustment shall be made or be effective if
such adjustment would have the effect of reducing or limiting the
benefits the holders of the Rights would have had absent such
adjustment, including, without limitation, the benefits under Section
11(a)(ii) and Section 13, unless the terms of this Agreement are
amended so as to preserve such benefits.
(p) The Company covenants and agrees that, following the
Distribution Date, except as permitted by Section 24 or Section 26
hereof, it will not, directly or indirectly, take any action the
purpose or effect of which is to eliminate or otherwise diminish 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 provided in Section 11
or 13, the Company shall (a) promptly prepare a certificate setting
forth such adjustment, and a brief statement of the facts accounting<PAGE>
<PAGE> 29
for such adjustment, (b) promptly file with the Rights Agent and with
each transfer agent for the Common Stock a copy of such certificate
and (c) mail a brief summary thereof to each holder of a Right
Certificate in accordance with Section 26. The Rights Agent shall be
fully protected in relying on any such certificate and on any
adjustment contained therein.
SECTION 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF
ASSETS OR EARNING POWER.
(a) In the event that, on or after the Stock Acquisition Date,
directly or indirectly, (i) the Company shall consolidate with, or
merge with and into, any other Person, and the Company shall not be
the continuing or surviving corporation, (ii) any Person shall
consolidate with the Company, or merge with and into the Company, and
the Company shall be the continuing or surviving corporation and, in
connection therewith, all or part of the Common Stock of the Company
shall be changed into or exchanged for stock or other securities of
any other Person or cash or any other property, or (iii) 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 or Persons, then, and in each such case, proper
provision shall be made so that (A) each holder of a Right, subject
to Section 7(e), shall thereafter have the right to receive, upon the
exercise thereof at the then-current Purchase Price in accordance
with the terms of this Agreement, such number of validly authorized
and issued, fully paid, non-assessable and freely tradeable shares of
Common Stock of the Principal Party (as hereinafter defined), free
and clear of any liens, encumbrances and adverse claims and not
subject to any rights of call, purchase or first refusal, as shall be
equal to the result obtained by (x) multiplying the then current
Purchase Price by the number of shares of Common Stock for which a
Right is then exercisable (without taking into account any adjustment
previously made pursuant to Section 11(a)(ii) hereof) and dividing
that product by (y) 50% of the current market price (determined
pursuant to Section 11(d)) per share of the Common Stock of the
Principal Party on the date of consummation of such consolidation,
merger, sale or transfer; (B) such Principal Party shall thereafter
be liable for, and shall assume, by virtue of such consolidation,
merger, sale or transfer, all the obligations and duties of the
Company pursuant to this Agreement; (C) the term "Company" shall
thereafter be deemed to refer to such Principal Party, it being
specifically intended that the provisions of Section 11 hereof shall
apply only to such Principal Party following the first occurrence of
an event set forth in Section 13(a) hereof; and (D) such Principal
Party shall take such steps (including, but not limited to, the
reservation of a sufficient number of shares of its Common 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<PAGE>
<PAGE> 30
to the shares of its Common Stock or cash, property or other
securities thereafter deliverable upon the exercise of the Rights.
(b) "Principal Party" shall mean (i) in the case of any
transaction described in (i) or (ii) of the first sentence of Section
13(a), the Person that is the issuer of any securities into which
shares of Common Stock of the Company are converted in such merger or
consolidation, and if no securities are so issued, the Person that is
the other party to such merger or consolidation; and (ii) in the case
of any transaction described in (iii) of the first sentence in
Section 13(a), the Person that is the party receiving the greatest
portion of the assets or earning power transferred pursuant to such
transaction or transactions; PROVIDED, HOWEVER, that in any such
case, (1) if the shares of Common Stock of such Person are not at
such time and have not been continuously over the preceding twelve
month period registered under Section 12 of the Exchange Act
("Registered Common Shares") or such Person is not a corporation, and
such Person is directly or indirectly controlled by another Person
which has Registered Common Shares outstanding, "Principal Party"
shall refer to such other Person; (2) if the shares of Common Stock
of such Person are not Registered Common Shares or such Person is not
a corporation, and such Person is directly or indirectly controlled
by another Person which does not have Registered Common Shares
outstanding, "Principal Party" shall refer to the controlling Person
of such first-mentioned Person; (3) if the shares of Common Stock of
such Person are not Registered Common Shares or such Person is not a
corporation, and such Person is directly or indirectly controlled by
more than one Person, and one or more of such controlling Persons
have Registered Common Shares outstanding, "Principal Party" shall
refer to whichever of such controlling Persons is the issuer of the
Registered Common Shares having the greatest aggregate market value;
and (4) if the shares of Common Stock of such Person are not
Registered Common Shares or such Person is not a corporation, and
such Person is directly or indirectly controlled by more than one
Person, and none of such controlling Persons have Registered Common
Shares outstanding, "Principal Party" shall refer to whichever
controlling Person is the corporation having the greatest
stockholders equity or, if no such controlling Person is a
corporation, shall refer to whichever controlling Person has the
greatest net assets.
(c) The Company shall not consummate any such consolidation,
merger, sale or transfer unless prior thereto the Company and such
Principal Party shall have executed and delivered to the Rights Agent
a legally valid, binding and enforceable supplemental agreement in
compliance with the provisions set forth in Section 13(a) and (b),
and if applicable Section 13(d), and further providing that, as soon
as practicable after the date of any consolidation, merger or sale of
assets mentioned in this Section 13, such issuer will (i) prepare and
file a registration statement under the Act, with respect to the
Rights and the securities purchasable upon exercise of the Rights on
an appropriate form, and will use its best efforts to cause such<PAGE>
<PAGE> 31
registration statement to (A) become effective as soon as practicable
after such filing and (B) remain effective (with a prospectus at all
times meeting the requirements of the Act) until the Expiration Date;
and (ii) use its best efforts to qualify or register the Rights and
the securities purchasable upon exercise of the Rights under the blue
sky laws of such jurisdictions as may be necessary or appropriate;
and (iii) deliver to holders of the Rights historical financial
statements for such issuer and each of its Affiliates which comply in
all respects with the requirements for registration on Form 10 under
the Exchange Act.
(d) Notwithstanding anything in Section 13(b) and (c) to the
contrary, if the Principal Party as determined pursuant to paragraph
(b) above is not a corporation or does not have shares of Common
Stock, proper provision shall be made so that such Principal Party
shall create or otherwise make available for purposes of the exercise
of the Rights in accordance with the terms of this Agreement, cash or
a type or types of securities having a fair market value (as
determined by a nationally recognized investment banking firm
selected by the Board of Directors of the Company) equal to at least
the value of the shares of Common Stock which each holder of a Right
would have been entitled to receive if such Principal Party had been
a corporation or had shares of Common Stock.
(e) The Company covenants and agrees that, following the
Distribution Date, it shall not consummate any of the transactions
described in clauses (i), (ii) and (iii) of the first sentence of
Section 13(a) if at the time of or after such consummation there
would be any charter or by-law provisions or any rights, warrants or
other instruments or securities outstanding or agreements in effect
or any other action taken which would diminish or eliminate the
benefits intended to be afforded by the Rights, unless prior thereto
the Principal Party shall have amended or repealed such charter or
by-law provisions, instruments or securities, agreements or actions
or otherwise protected the holders of the Rights from such diminution
or elimination of benefits, and the Company and the Principal Party
shall have executed and delivered to the Rights Agent a legally
valid, binding and enforceable supplemental agreement providing for
such amendment, repeal or other protection.
(f) The provisions of this Section 13 shall similarly apply to
successive mergers, consolidations, sales or other transfers.
Notwithstanding the occurrence of any transaction set forth in
Section 11(a)(ii), in the event that any transaction set forth in
Section 13 subsequently occurs, the Rights which have not theretofore
been exercised shall thereafter become exercisable in the manner
described in this Section 13.<PAGE>
<PAGE> 32
SECTION 14. ADDITIONAL COVENANTS.
(a) After the Stock Acquisition Date, the Company covenants and
agrees that it shall not (i) consolidate with, (ii) merge with or
into, or (iii) sell or transfer to, 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,
any other Person if at the time of or after such consolidation,
merger or sale there are any charter or by-law provisions or any
rights, warrants or other instruments outstanding or any other action
taken which would diminish or otherwise eliminate the benefits
intended to be afforded by the Rights. The Company shall not
consummate any such consolidation, merger or sale unless prior
thereto the Company and such other Person shall have executed and
delivered to the Rights Agent a supplemental agreement evidencing
compliance with this subsection.
SECTION 15. FRACTIONAL RIGHTS AND FRACTIONAL SHARES.
(a) The Company shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence fractional
Rights. In lieu of such fractional Rights, there shall be paid to
the registered holders of the Right Certificates with regard to which
such fractional Rights would otherwise be issuable, an amount in cash
equal to the same fraction of the current market value of a whole
Right. For the purposes of this Section 15(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 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
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
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, except that, 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.<PAGE>
<PAGE> 33
(b) The Company shall not be required to issue fractions of
shares upon exercise of the Rights or to distribute certificates
which evidence fractional shares. In lieu of fractional 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 Common Stock. For purposes of this Section 15(b), the
current market value of a share of Common Stock shall be the closing
price of a share of Common Stock (as determined pursuant to the
second sentence of Section 11(d)) for the Trading Day immediately
prior to the date of such exercise.
(c) Each holder of a Right or Rights by the acceptance of the
Rights expressly waives his right to receive any fractional Rights or
any fractional shares upon exercise of a Right or Rights.
SECTION 16. RIGHTS OF ACTION. All rights of action in
respect of this Agreement are vested in the respective registered
holders of the Right Certificates (and, prior to the Distribution
Date, the registered holders of the Common Stock); and any registered
holder of any Right Certificate (or, prior to the Distribution Date,
of the Common 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 Common Stock), may, in his own behalf and
for his own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company to enforce, or
otherwise act in respect of, his right to exercise the Rights
evidenced by such Right Certificate in the manner provided in such
Right Certificate and in this Agreement. Without limiting the
foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have
an adequate remedy at law for any breach of this Agreement and will
be entitled to specific performance of the obligations under, and
injunctive relief against actual or threatened violations of, the
obligations of any Person subject to this Agreement. Holders of
Rights shall be entitled to recover the reasonable costs and
expenses, including attorneys' fees, incurred by them in any action
to enforce the provisions of this Agreement.
SECTION 17. 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 close of business on the Distribution Date,
the Rights will be transferable only in connection with the transfer
of Common Stock;
(b) after the close of business on the Distribution Date, the
Rights will be transferable only by transfer of the Right
Certificates, which are transferable only on the registry books of
the Rights Agent if surrendered at the principal office of the Rights<PAGE>
<PAGE> 34
Agent, duly endorsed or accompanied by a proper instrument of
transfer; and
(c) the Company and the Rights Agent may deem and treat the
person in whose name each Right Certificate (or, prior to the
Distribution Date, the associated Common Stock certificate) is
registered as the absolute owner thereof and of the Rights evidenced
thereby (notwithstanding any notations of ownership or writing on the
Right Certificate or the associated Common Stock certificate made by
anyone other than the Company or the Rights Agent) for all purposes
whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary.
SECTION 18. 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 Common Stock or any other securities of the Company which
may at any time be issuable on the exercise of the Rights represented
thereby, nor shall anything contained herein or in any Right
Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon
any matter submitted to stockholders at any meeting thereof, or to
give or withhold consent to any corporate action, or to receive
notice of meetings or other actions affecting stockholders (except as
provided in Section 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 19. CONCERNING THE RIGHTS AGENT.
(a) The Company agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from time
to time, on demand of the Rights Agent, its reasonable expenses and
counsel fees and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of
its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss,
liability, or expense, incurred without negligence, bad faith or
willful misconduct on the part of the Rights Agent, for anything done
or omitted by the Rights Agent in connection with the acceptance and
administration of this Agreement, including the costs and expenses of
defending against any claim of liability in the premises.
(b) 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 Common Stock
or for other securities of the Company, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter, notice,
direction, consent, certificate, statement or other paper or document<PAGE>
<PAGE> 35
believed by it to be genuine and to be signed, executed and, where
necessary, verified or acknowledged, by the proper person or persons.
SECTION 20. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF
RIGHTS AGENT.
(a) Any corporation into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or
consolidation to which the Rights Agent or any successor Rights Agent
shall be a party, or any corporation succeeding to the corporate
trust 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 22. In case at the time such successor
Rights Agent 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 Rights Agent and deliver such
Right Certificates so countersigned; and in case at that time any of
the Right Certificates 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 Certificates
shall have the full force provided in the Right Certificates and in
this Agreement.
(b) In case at any time the name of the Rights Agent shall be
changed and at such time any of the Right Certificates 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 Certificates 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 21. TERMS AND CONDITIONS TO 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 legal counsel (who may be
legal counsel for the Company), and the opinion of such counsel shall
be full authorization to the Rights Agent for any action taken or
omitted by it in good faith and in accordance with such opinion.<PAGE>
<PAGE> 36
(b) Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that
any fact or matter be proved or established by the Company prior to
taking or omitting any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a
certificate signed by the Chairman of the Board, the President or any
Vice President and by the Treasurer or any Assistant Treasurer or the
Secretary or any Assistant Secretary of the Company and delivered to
the Rights Agent; and such certificate shall be full authorization to
the Rights Agent for any action taken or omitted by it in good faith
under the provisions of this Agreement in reliance upon such
certificate.
(c) The Rights Agent shall be liable hereunder only for its own
negligence, bad faith or willful misconduct.
(d) The Rights Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this Agreement
or in the 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 responsibility in
respect of the validity of this Agreement or the execution and
delivery hereof (except the due execution hereof by the Rights Agent)
or in respect of the validity or execution of any 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 adjustment 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 hereunder be
deemed to make any representation or warranty as to the authorization
or reservation of any shares of Common Stock to be issued pursuant to
this Agreement or any Right Certificate or as to whether any shares
of Common Stock will, when issued, be validly authorized and issued,
fully paid and nonassessable.
(f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts,
instruments and assurances as may reasonably be required by the
Rights Agent for the carrying out or performing by the Rights Agent
of the provisions of this Agreement.
(g) The Rights Agent is hereby authorized and directed to
accept determinations, interpretations and instructions with respect
to the performance of its duties hereunder from the Chairman of the<PAGE>
<PAGE> 37
Board, the President or any Vice President or the Secretary or any
Assistant Secretary or the Treasurer or any Assistant 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 omitted to be taken by it in good faith in accordance
with determinations, interpretations and instructions of any such
officer.
(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 money to the Company or otherwise act as
fully and freely as though it were not Rights Agent under this
Agreement. Nothing herein shall preclude the Rights Agent from
acting in any other capacity for the Company or for any other legal
entity.
(i) The Rights Agent may execute and exercise any of the rights
or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys or agents, and the Rights Agent
shall not be answerable or accountable for any act, default, neglect
or misconduct of any such attorneys or agents or for any loss to the
Company resulting from any such act, default, neglect or misconduct,
provided reasonable care was exercised in the selection and continued
employment thereof.
(j) If, with respect to any Rights Certificate surrendered to
the Rights Agent for exercise or transfer, the certificate attached
to the form of assignment or form of election to purchase, as the
case may be, has either not been completed or 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 of transfer without first consulting with the Company.
SECTION 22. CHANGE OF RIGHTS AGENT. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties
under this Agreement upon 30 days' notice in writing mailed to the
Company and to each transfer agent of the Common Stock by registered
or certified mail, and to the holders of the Right Certificates by
first-class mail. The Company may remove the Rights Agent or any
successor Rights Agent upon 30 days' notice in writing, mailed to the
Rights Agent or successor Rights Agent, as the case may be, and to
each transfer agent of the Common Stock by registered or certified
mail, and to the holders of the Right Certificates by first-class
mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting or shall repeatedly fail or
refuse to act, the Company shall appoint a successor to the Rights
Agent. If the Company shall fail to make such appointment within a
period of 30 days after giving notice of such removal or after it has
been notified in writing of such resignation or incapacity or
repeated failure or refusal to act by the Rights Agent or by the<PAGE>
<PAGE> 38
holder of a Right Certificate (who shall, with such notice, submit
his Right Certificate for inspection by the Company), then 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 corporation organized and doing business
under the laws of the United States or of the State of Illinois (or
of any other state of the United States so long as such corporation
is authorized to do business in the State of Illinois), in good
standing, which is authorized under such laws to exercise corporate
trust powers and is subject to supervision or examination by federal
or state authority and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least $50,000,000.
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,
and the predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it hereunder,
and execute and deliver any further assurance, conveyance, act or
deed necessary for the purpose. Not later than the effective date of
any such appointment, the Company shall file notice thereof in
writing with the predecessor Rights Agent and each transfer agent of
the Common 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 22, 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 23. 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 of
stock or other securities or property purchasable under the Right
Certificates made in accordance with the provisions of this
Agreement.
SECTION 24. REDEMPTION.
(a) The Board of Directors of the Company may, at its option,
at any time prior to the earlier of (i) the Stock Acquisition Date or
(ii) the Final Expiration Date, redeem all but not less than all the
then outstanding Rights at a redemption price of $0.01 per Right, as
such amount may be appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date hereof
(such redemption price being hereinafter referred to as the
"Redemption Price").
(b) Immediately upon the action of the Board of Directors of
the Company ordering the redemption of the Rights, and without any<PAGE>
<PAGE> 39
further action and without any notice, the Rights will terminate and
the only right thereafter of the holders of Rights shall be to
receive the Redemption Price. As soon as practicable 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 Common Stock. Any
notice which is mailed in the manner herein provided shall be deemed
given, whether or not the holder receives the notice. Such notice of
redemption shall state the method by which the payment of the
Redemption Price will be made. Neither the Company nor any of its
Affiliates or Associates may redeem, acquire or purchase for value
any Rights at any time in any manner other than that specifically set
forth in this Section 24, and other than in connection with the
repurchase of Common Stock prior to the Distribution Date.
(c) The Company may, at its option, discharge all of its
obligations with respect to the Rights by (i) issuing a press release
announcing the manner of redemption of the Rights and (ii) mailing
payment of the Redemption Price to the registered holders of the
Rights at their last addresses as they appear on the registry books
of the Rights Agent or, prior to the Distribution Date, on the
registry books of the Transfer Agent of the Common Stock, and upon
such action, all outstanding Rights Certificates shall be null and
void without any further action by the Company.
SECTION 25. EXCHANGE.
(a) Subject to Section 25(c), the Board of Directors of the
Company may, at its option, at any time after the time that any
Person becomes an Acquiring Person, exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights
that have become void pursuant to the provisions of Section 7(e) and
Section 11(a)(ii) hereof) for shares of Common Stock of the Company
at an exchange ratio of one share of Common 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").
Notwithstanding 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 such Subsidiary, any entity holding shares
of Common Stock for or pursuant to the terms of any such plan or any
trustee, administrator or fiduciary of such a plan), together with
all Affiliates and Associates of such Person, becomes the Beneficial
Owner of 50% or more of the shares of Common Stock then outstanding.
(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 25 and without any further action and without any<PAGE>
<PAGE> 40
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 Common Stock equal to the number of such
Rights held by such holder multiplied by the Exchange Ratio. The
Company shall promptly give public notice of any such exchange;
PROVIDED, HOWEVER, that the failure to give, or any defect in, such
notice shall not affect the validity 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 Common Stock
for Rights will be effected and, in the event of any partial
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 pursuant to the provisions
of Section 7(e) and Section 11(a)(ii) hereof) held by each holder of
Rights.
(c) In the event that there shall not be sufficient shares of
Common Stock issued but not outstanding or authorized but unissued to
permit any exchange of Rights as contemplated in accordance with this
Section 25, the Company shall take all such action as may be
necessary to authorize additional shares of Common Stock for issuance
upon exchange of the Rights; and, consistent with the provisions of
Section 9(e) and Section 11(a)(iii) hereof, in the event the Company
is unable to cause shares of Common Stock to be delivered in exchange
for Rights for any reason within 90 days after the announcement of
the decision to exchange Rights pursuant to Section (a) of this
Section 25, the Company shall substitute for each share of Common
Stock otherwise issuable upon the exchange of Rights, cash, other
assets or other securities of the Company (or any combination of the
foregoing) having an aggregate value equal to the "current per share
market price" (as determined pursuant to Section 11(d)(ii) hereof),
as determined by the Board of Directors of the Company.
SECTION 26. NOTICE OF CERTAIN EVENTS. In case the Company
shall propose (a) to pay any dividend payable in stock of any class
to the holders of its Common Stock or to make any other distribution
to the holders of its Common Stock (other than a regular periodic
cash dividend out of earnings or retained earnings or other than a
special cash dividend declared at a time when there is no Acquiring
Person out of earnings or retained earnings, or (b) to offer to the
holders of its Common Stock rights or warrants to subscribe for or to
purchase any additional shares of Common Stock or shares of stock of
any class or any other securities, rights or options, or (c) to
effect any reclassification of its Common Stock (other than a
reclassification involving only the subdivision of outstanding shares
of Common 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<PAGE>
<PAGE> 41
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 Persons, or (e) to effect the liquidation,
dissolution or winding up of the Company, then, in each such case,
the Company shall give to each holder of a Right, in accordance with
Section 26, a notice of such proposed action, which shall specify the
record date for the purposes of such stock dividend, distribution of
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
Common 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 Common 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 Common Stock, whichever shall be the
earlier.
In case any of the transactions set forth in Section 11(a)(ii)
of this Agreement shall occur, then, in any such case, the Company
shall as soon as practicable thereafter give to each holder of a
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).
SECTION 27. 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 mail, postage prepaid, addressed
(until another address is filed in writing with the Rights Agent) as
follows:
Illini Corporation
120 South Chatham Road
Springfield, Illinois 62704
Attention: Secretary
Subject to the provisions of Section 22, 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:
Illinois Stock Transfer Company
223 West Jackson Boulevard
Suite 1210
Chicago, Illinois 60606
Attention: Robert G. Pearson, President<PAGE>
<PAGE> 42
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 holder at the address
of such holder as shown on the registry books of the Company.
SECTION 28. SUPPLEMENTS AND AMENDMENTS. The Company and the
Rights Agent may from time to time supplement or amend this Agreement
without approval of any holders of Right Certificates in order to
cure any ambiguity, to correct or supplement any provision contained
herein which may be defective or inconsistent with any other
provisions herein, to extend the period of redemption provided for in
Section 24 hereof, or to make any other provisions in regard to
matters or questions arising hereunder which the Company and the
Rights Agent may deem necessary or desirable and which shall not
adversely affect the interests of the holders of Rights Certificates;
PROVIDED, HOWEVER, that this Agreement may not be supplemented or
amended in any way after an Acquiring Person has become such. Upon
the delivery of a certificate from an appropriate officer of the
Company which states that the proposed supplement or amendment is in
compliance with the terms of this Section 28, the Rights Agent shall
execute such supplement or amendment unless the Rights Agent shall
have determined in good faith that such supplement or amendment would
adversely affect its interest under this Agreement. Prior to the
Distribution Date, the interests of the holders of Rights shall be
deemed coincident with the interests of the holders of Common Stock.
SECTION 29. DETERMINATION AND ACTIONS BY THE BOARD OF
DIRECTORS, ETC. For all purposes of this Agreement, any calculation
of the number of shares of Common Stock outstanding at any particular
time, including for purposes of determining the particular percentage
of such outstanding shares of Common Stock or any other securities of
which any Person is the Beneficial Owner, shall be made in accordance
with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules
and Regulations under the Exchange Act. The Board of Directors of
the Company shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers
specifically granted to the Board, or the Company, or as may be
necessary or advisable in the administration of this Agreement,
including, without limitation, the right and power to (i) interpret
the provisions of this Agreement, and (ii) make all determinations
deemed necessary or advisable for the administration of this
Agreement (including a determination to redeem or not redeem the
Rights or to amend the Agreement). All such actions, calculations,
interpretations and determinations (including, for purposes of clause
(y) below, all omissions with respect to the foregoing) which are
done or made by the Board in good faith, shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders
of the Rights Certificates and all other parties, and (y) not subject
the Board to any liability to the holders of the Rights Certificates.<PAGE>
<PAGE> 43
SECTION 30. SUCCESSORS. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Rights
Agent shall bind and inure to the benefit of their respective
successors and assigns hereunder.
SECTION 31. BENEFITS OF THIS AGREEMENT. Nothing in this
Agreement shall be construed to give to any person or corporation
other than the Company, the Rights Agent and the registered holders
of the Right Certificates (and, prior to the Distribution Date, the
Common Stock) any legal or equitable right, remedy or claim under
this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the registered
holders of the Right Certificates.
SECTION 32. GOVERNING LAW. This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made
under the laws of the State of Illinois 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 counterparts shall for
all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.
SECTION 34. DESCRIPTIVE HEADINGS. Descriptive headings of
the several Sections of this Agreement are inserted for convenience
only and shall not control or affect the meaning or construction of
any of the provisions hereof.
SECTION 35. SEVERABILITY. If any term, provision, covenant
or restriction of this Agreement shall be held by a court of
competent jurisdiction or other authority to be invalid, void,
illegal or unenforceable, the validity or enforceability of the
remainder of the terms, provisions, covenants and restrictions shall
not be affected thereby.<PAGE>
<PAGE> 44
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and their respective corporate seals to
be hereunto affixed and attested, all as of the day and year first
above written.
Attest: ILLINI CORPORATION
By /s/ Ronald E. Cramer By /s/ Burnard K. McHone
------------------------------- --------------------------
Title: Secretary Title: President
Attest: ILLINOIS STOCK TRANSFER COMPANY
By /s/ Veronica Gall By /s/ Robert G. Pearson
------------------------------- --------------------------
Title: Executive Vice President Title: President and CEO<PAGE>
<PAGE> 1
EXHIBIT A
---------
FORM OF RIGHTS CERTIFICATE
Certificate No. R- _____ Rights
NOT EXERCISABLE AFTER JULY 7, 2007, OR EARLIER IF
NOTICE OF REDEMPTION OR EXCHANGE IS GIVEN. THE
RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION
OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS
SET FORTH IN THE RIGHTS AGREEMENT BETWEEN ILLINI
CORPORATION AND ILLINOIS STOCK TRANSFER COMPANY
(THE "RIGHTS AGREEMENT"). [THE RIGHTS REPRESENTED
BY THIS RIGHTS CERTIFICATE WERE ISSUED TO A PER-
SON WHO WAS AN ACQUIRING PERSON OR AN AFFILIATE
OR AN ASSOCIATE OF AN ACQUIRING PERSON. THIS
RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED
HEREBY HAVE BECOME VOID TO THE EXTENT PROVIDED BY
SECTION 7(e) OF THE RIGHTS AGREEMENT.]*
RIGHTS CERTIFICATE
ILLINI CORPORATION
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 Rights Agreement, dated as of June 20, 1997
(the "Rights Agreement"), between Illini Corporation, an Illinois
corporation (the "Company"), and Illinois Stock Transfer Company, a
___________ corporation (the "Rights Agent"), to purchase from the
Company at any time after the Distribution Date (as such term is
defined in the Rights Agreement) and prior to 5:00 P.M. (Central
time) on July 7, 2007, at the principal office of the Rights Agent in
Chicago, Illinois, one fully paid, non-assessable share of the Common
Stock, $10.00 par value (the "Common Stock"), of the Company, at a
purchase price of $________ per share (the "Purchase Price"), upon
presentation and surrender of this Rights Certificate with the
appropriate Form of Election to Purchase duly executed. The number
of Rights evidenced by this Rights Certificate (and the number of
shares which may be purchased upon exercise thereof) set forth above,
and the Purchase Price set forth above, are the number and Purchase
Price as of ___________, 19__ based on the Common Stock of the
Company as constituted at such date.
* The portion of the legend in brackets shall be inserted only if
applicable.<PAGE>
<PAGE> 2
As provided in the Rights Agreement, the Purchase Price and the
number of shares of Common Stock or other securities which may be
purchased upon the exercise of the Rights evidenced by this Rights
Certificate are subject to modification and adjustment upon the
happening of certain events.
This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by reference
and made a part hereof and to which Rights Agreement reference is
hereby made for a full description of the rights, limitations of
rights, obligations, duties and immunities hereunder of the Rights
Agent, the Company and the holders of the Rights Certificates.
Copies of the Rights Agreement are on file at the principal office of
the Company, and are also available upon written request to the
Company.
This Rights Certificate, with or without other Rights
Certificates, upon surrender at the office of the Rights Agent
designated for such purpose, may be exchanged for another Rights
Certificate or Rights Certificates of like tenor and date evidencing
Rights entitling the holder to purchase a like aggregate number of
shares of Common Stock as the Rights evidenced by the Rights
Certificate or Rights Certificates surrendered shall have entitled
such holder to purchase. If this Rights Certificate shall be
exercised (other than pursuant to Section 11(a)(ii) of the Rights
Agreement) in part, the holder shall be entitled to receive upon
surrender hereof another Rights Certificate or Rights Certificates
for the number of whole Rights not exercised. If this Rights
Certificate shall be exercised in whole or in part pursuant to
Section 11(a)(ii) of the Rights Agreement, the holder shall be
entitled to receive this Rights Certificate duly marked to indicate
such exercise has occurred as set forth in the Rights Agreement.
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. Subject to the
provisions of the Rights Agreement, the Company, at its option, may
elect to mail payment of the redemption price to the registered
holder of the Right at the time of redemption, in which event this
Certificate may become void without any further action by the
Company.
No fractional shares of Common 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 Rights Certificate, as such, shall be entitled
to vote or receive dividends or be deemed for any purpose the holder
of shares of Common Stock or of any other securities of the Company
which may at any time be issuable on the exercise hereof, nor shall
anything contained in the Rights Agreement or herein be construed to<PAGE>
<PAGE> 3
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 submitted 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 Rights Certificate shall have been exercised as
provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal. Dated as of __________, 19___.
[SEAL] ATTEST: ILLINI CORPORATION
By: ___________________________ By: ___________________________
Name: _____________________ Name: _________________________
Title: ____________________ Title: ________________________
Countersigned:
ILLINOIS STOCK TRANSFER COMPANY
By: ___________________________
Authorized Signatory
Name: _____________________
Title: ____________________<PAGE>
<PAGE> 4
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder
desires to transfer the Rights Certificate.)
FOR VALUE RECEIVED ______________________________________ hereby
sells, assigns and transfers unto ___________________________________
(Please print name and address of transferee)
this Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
____________________ Attorney, to transfer the within Rights
Certificate on the books of the within-named Company, with full power
of substitution.
Dated: __________ __, 19___
_____________________________________
Signature
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank, savings association,
credit union or trust company having an office or correspondent in
the United States or other eligible guarantor institution which is a
participant in a signature guarantee medallion program.
Certificate
-----------
The undersigned hereby certifies by checking the
appropriate boxes that:
(1) the Rights evidenced by this Rights Certificate [ ]
are [ ] are not being sold, assigned or transferred by or on
behalf of a Person who is or was an Acquiring Person or an Affiliate
or Associate of any such Acquiring Person (as such terms are defined
pursuant to the Rights Agreement);
(2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights
evidenced by this Rights Certificate from any Person who is or was or
subsequently became an Acquiring Person or an Affiliate or Associate
of an Acquiring Person.
Dated: _____________ __, ____ ________________________________
Signature<PAGE>
<PAGE> 5
[Form of Reverse Side of Rights Certificate -- continued]
FORM OF ELECTION TO PURCHASE
----------------------------
(To be executed if holder desires to exercise the Rights Certificate
pursuant to Section 11(a)(ii) of the Rights Agreement.)
To: Illini Corporation
The undersigned hereby irrevocably elects to exercise ____
Rights represented by this Rights Certificate to purchase the shares
of Common Stock (or other securities of the Company) 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)
The Rights Certificate indicating the balance, if any, of such
Rights that may still be exercised pursuant to Section 11(a)(ii) of
the Rights Agreement shall be returned to the undersigned unless such
person requests that the Rights Certificate be registered in the name
of and delivered to:
_____________________________________________________________________
(Please insert social security or other identifying number.)
(Complete only if the Rights Certificate is to be registered in
a name other than the undersigned's.)
_____________________________________________________________________
(Please print name and address)
Dated: ____________ __, ____ ___________________________
Signature
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank, savings association,
credit union or trust company having an office or correspondent in
the United States or other eligible guarantor institution which is a
participant in a signature guarantee medallion program.
[Form of Reverse Side of Rights Certificate -- continued] <PAGE>
<PAGE> 6
Certificate
-----------
The undersigned hereby certifies that by checking the
appropriate boxes that:
(1) the Rights evidenced by this Rights Certificate [ ] are
[ ] are not being exercised by or on behalf of a Person who is or
was an Acquiring Person or an Affiliate or Associate of any such
Acquiring Person (as such terms are defined pursuant to the Rights
Agreement);
(2) this Rights Certificate [ ] is [ ] is not being sold,
assigned and transferred by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of any such Acquiring
Person;
(3) 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, was or
subsequently became an Acquiring Person or an Affiliate or Associate
of an Acquiring Person.
Dated: ____________ __, ____ ________________________________
Signature
NOTICE
------
The signature on the foregoing Forms of Assignment and Election
to Purchase and Certificates 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.
In the event the certification set forth above in the Form of
Assignment or the Form of Election to Purchase, as the case may be,
is not completed, the Company and the Rights Agent will deem the
Beneficial Owner of the Rights evidenced by this Rights Certificate
to be an Acquiring Person or an Affiliate or Associate thereof (as
such terms are defined in the Rights Agreement) and such Assignment
or Election to Purchase will not be honored.<PAGE>
<PAGE> 1
EXHIBIT B
ILLINI CORPORATION
SUMMARY OF RIGHTS TO PURCHASE
COMMON STOCK
On June 20, 1997, the Board of Directors of Illini Corporation
(the "Company") declared a dividend distribution of one Right for
each outstanding share of Common Stock, $10.00 par value (the "Common
Stock"), of the Company to the stockholders of record on July 7, 1997
(the "Record Date"). Each Right entitles the registered holder to
purchase from the Company one share of Common Stock at a price of
$80.00 per share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Illinois
Stock Transfer Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the tenth business day after a
public announcement that a person or group of affiliated or
associated persons acquired, or obtained the right to acquire,
beneficial ownership of 10% or more of the outstanding shares of
Common Stock of the Company (such person or group being called an
"Acquiring Person" and such date of first public announcement being
called the "Stock Acquisition Date"), or (ii) the tenth business day
after the commencement or announcement of an intention to make a
tender offer or exchange offer which would result in any person or
group of affiliated or associated persons becoming an Acquiring
Person (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the
Company's Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate with a copy of this Summary of
Rights attached thereto. Mae H. Noll, together with all her
Affiliates and Associates (as such terms are defined in the Rights
Agreement), will not be deemed to be Acquiring Persons as long as all
such persons beneficially own in the aggregate no more than 14.3% of
the Common Stock of the Company. The Rights Agreement provides that,
until the Distribution Date, the Rights will be transferred with and
only with the Company's Common Stock. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new
issuance of the Company's Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any of the Company's Common
Stock certificates outstanding as of the Record Date will also
constitute the transfer of the Rights associated with the Common
Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the
Rights ("Rights Certificates") will be mailed to holders of record of
the Company's Common Stock as of the close of business on the<PAGE>
<PAGE> 2
Distribution Date and, thereafter, such separate Rights Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on July 7, 2007, unless earlier redeemed by the
Company as described below.
The Purchase Price payable, and the number of shares of Common
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 Common Stock, (ii) upon the
grant to holders of Common Stock of certain rights, options or
warrants to subscribe for shares of Common Stock or convertible
securities at less than the current market price of the Common Stock
or (iii) upon the distribution to holders of Common Stock of
evidences of indebtedness or assets (excluding (a) a regular periodic
cash dividend or (b) a dividend payable in Common Stock) or of
subscription rights, options or warrants (other than those referred
to above).
In the event that a person becomes the beneficial owner of 10%
or more of the outstanding shares of Common Stock (i.e., becomes an
Acquiring Person), each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will be void),
will have the right to receive upon exercise thereof, that number of
shares of Common Stock having a market value of two times the
exercise price of the Right (such right being called the "Flip-In"
right).
In the event that, on or after the Stock Acquisition Date, the
Company were acquired in a merger or other business combination, or
50% or more of its assets or earning power were sold, proper
provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares
of common stock of the acquiring company which at the time of such
transaction would have a market value of two times the exercise price
of the Right. In the event that the Company were the surviving
corporation in a merger involving the Acquiring Person and the Common
Stock were not changed or exchanged, proper provision shall be made
so that each holder of a Right, other than Rights beneficially owned
by the Acquiring Person (which will be void), will thereafter have
the right to receive upon exercise that number of shares of the
Common Stock having a market value of two times the exercise price of
the Right (such right being called the "Flip-Over" right). The
holder of a right will no longer have a Flip-Over right if, and to
the extent that, he has exercised his Flip-In right.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment
of at least 1% in such Purchase Price. No fractional shares will be<PAGE>
<PAGE> 3
issued and, in lieu thereof, a cash payment will be made based on the
market price of the Common Stock on the last trading date prior to
the date of exercise.
At any time prior to the time that there is an Acquiring Person,
the Company may, at its option, redeem the Rights in whole but not in
part, at a price of $0.01 per Right (the "Redemption Price").
Immediately upon the authorization of the redemption of the Rights by
the Board of Directors of the Company, 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 stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The Board of Directors of the Company may amend the Rights
Agreement from time to time, provided that any such changes do not
adversely affect the interest of the holders of the Rights, and
provided further that the Rights Agreement may not be supplemented or
amended in any way after an Acquiring Person has become such.
A copy of the Rights Agreement will be filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A. A copy of the Rights Agreement is available to all Rights
holders free of charge from the Company. This summary description of
the Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference.
* * * * * * * * *<PAGE>
