<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------
Date of Report (Date of Earliest Event Reported): March 11, 1997
GREYHOUND LINES, INC.
- ---------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
- ---------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-10841 86-0572343
- ------------------------------ ------------------------------
(Commission File Number) (I.R.S. Employer
Identification No.)
15110 North Dallas Parkway
Suite 600
Dallas, Texas 75248
- --------------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)
(214) 789-7000
- ---------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
<PAGE>
<PAGE>
Item 5. Other Events
------ ------------
Amendment and Restatement of Stockholder Rights Plan
----------------------------------------------------
On March 11, 1997, the Board of Directors of the Company
authorized and directed the Company to amend and restate the Rights
Agreement, dated as of March 22, 1994 (the "Original Rights
Agreement"), between the Company and Mellon Securities Trust Company,
as Rights Agent ("Rights Agent"), to, among other things, (i) remove
therefrom the concept of action required to be taken by "Continuing
Directors," (ii) reduce from one one-hundredth (1/100) to one one-
thousandth (1/1,000) the number of shares of Series A Junior Preferred
Stock of the Company ("Preferred Stock") for which each Preferred
Stock purchase right (a "Right") issued to holders of the Company's
common stock, par value $.01 per share ("Common Stock"), in connection
with the Original Rights Agreement may be exercised (while preserving
the economic value of each such Right), and (iii) amend and restate
the Certificate of Designations attached to the Original Rights
Agreement as Exhibit C to effect the changes described in clause (ii)
above. In addition, the Board of Directors delegated to a separate
Committee of the Board authority to consider other appropriate or
desirable amendments to the Rights Agreement. On March 24, 1997, that
Committee authorized and directed the Company to further amend the
Original Rights Agreement to increase to 20% the beneficial ownership
threshold for the
<PAGE>
<PAGE>
definition of "Acquiring Person" in the Original Rights Agreement.
On April 8, 1997, the Company and the Rights Agent entered
into an Amended and Restated Rights Agreement (the "Rights Agreement")
in accordance with the terms of the Original Rights Agreement. On
April 9, 1997, the Company filed with the Secretary of State of the
State of Delaware an Amended and Restated Certificate of Designations
in the form of Exhibit C to the Rights Agreement.
The following is a summary of the material terms of the
Company's Stockholder Rights Plan after giving effect to the execution
of the Rights Agreement and the filing of the Amended and Restated
Certificate of Designations. Such summary is not a complete
description and is qualified in its entirety by reference to the full
text of the Rights Agreement, a copy of which is attached hereto as
Exhibit 5.1 and incorporated herein by reference.
Each Right entitles the registered holder to purchase from
the Company one one-thousandth (1/1,000) of a share of Preferred Stock
at a price of $35.00 per one one-thousandth (1/1,000) of a share (the
"Exercise Price"), subject to certain adjustments.
The Rights, unless earlier redeemed by the Board of
Directors, become exercisable upon the close of business on the
<PAGE>
<PAGE>
day (the "Distribution Date") which is the earlier of (i) the tenth
day following a public announcement that a person or group of
affiliated or associated persons, with certain exceptions set forth
below, has acquired beneficial ownership of 20% or more of the
outstanding voting stock of the Company (an "Acquiring Person") and
(ii) the tenth business day (or such later date as may be determined
by the Board of Directors prior to such time as any person or group of
affiliated or associated persons becomes an Acquiring Person) after
the date of the commencement or announcement of a person's or group's
intention to commence a tender or exchange offer the consummation of
which would result in the beneficial ownership of 30% or more of the
Company's outstanding voting stock (even if no shares are actually
purchased pursuant to such offer); prior thereto, the Rights would not
be exercisable, would not be represented by a separate certificate,
and would not be transferable apart from the Company's Common Stock,
but will instead be evidenced, by such Common Stock certificate. An
Acquiring Person does not include (A) the Company, (B) any subsidiary
of the Company, (C) any employee benefit plan or employee stock plan
of the Company or of any subsidiary of the Company, or any trust or
other entity organized, appointed, established or holding Common Stock
for or pursuant to the terms of any such plan (each of the persons
listed in clauses (A) through (C) above being an "Exempt
<PAGE>
<PAGE>
Person"), or (D) any person or group whose beneficial ownership of 20%
or more of the shares of voting stock of the Company then outstanding
results solely from (i) any action or transaction or transactions
approved by the Board of Directors before such person or group became
an Acquiring Person or (ii) a reduction in the number of issued and
outstanding shares of voting stock of the Company pursuant to a
transaction or transactions approved by the Board of Directors
(provided that any person or group that does not become an Acquiring
Person by reason of clause (i) or (ii) above shall become an Acquiring
Person upon acquisition of an additional 1% of the Company's voting
stock unless such acquisition of additional voting stock will not
result in such person or group becoming an Acquiring Person by reason
of such clause (i) or (ii)).
Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued after
April 8, 1997 will contain a legend 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 April 8, 1997
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
<PAGE>
<PAGE>
("Right Certificates") will be mailed to holders of record of the
Company's Common Stock as of the close of business on the Distribution
Date and such separate certificates alone will evidence the Rights
from and after the Distribution Date.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on March 22, 2004,
unless earlier redeemed by the Company as described below.
The Preferred Stock is non-redeemable and, unless otherwise
provided in connection with the creation of a subsequent series of
preferred stock, subordinate to any other series of the Company's
preferred stock. The Preferred Stock may not be issued except upon
exercise of Rights. Each share of Preferred Stock is entitled to
receive when, as and if declared, (i) cash dividends in an amount
equal to 1,000 times the aggregate amount of all cash dividends
declared or paid on the Common Stock and (ii) a quarterly,
preferential cash dividend equal to $100.00 less the per share amount
of any cash dividends described in clause (i) paid on the Preferred
Stock since the preceding quarterly payment date. If the Company
makes any distribution to holders of Common Stock which is payable in
cash or any debt security, debt instrument, real or personal property
or any other property (other than cash dividends described in the
immediately preceding sentence and distributions of Common Stock
<PAGE>
<PAGE>
or securities convertible into or exchangeable for shares of Common
Stock), then the holder of a share of Preferred Stock will be entitled
to receive a distribution, in like kind, equal to 1,000 times the
distribution paid on a share of Common Stock. In the event of a
liquidation, a holder of a share of Preferred Stock will be entitled
to receive a preferential liquidation payment in the amount of
$1,000.00 per share plus an amount equal to the accrued and unpaid
dividends and distributions, or, if greater, an amount equal to 1,000
times the per share amount to be distributed to holders of the Common
Stock. The rights of Preferred Stock as to dividends and
distributions and liquidation are protected by anti-dilution
provisions.
Each share of Preferred Stock will have one vote, voting
together with the Common Stock.
The number of shares of Preferred Stock issuable upon
exercise of the Rights is subject to certain adjustments from time to
time in the event of a stock dividend on, or a subdivision or
combination of, the Common Stock. The Exercise Price for the Rights
is subject to adjustment in the event of extraordinary distributions
of cash or other property to holders of Common Stock.
Unless the Rights are earlier redeemed, in the event that,
after the time that the Rights become exercisable, the Company were to
be acquired by any Person (other than an Exempt
<PAGE>
<PAGE>
Person) in a merger or other business combination (in which any shares
of the Company's Common Stock are changed into or exchanged for other
securities or assets) or more than 50% of the assets or earning power
of the Company and its subsidiaries (taken as a whole) were to be sold
or transferred to any Person (other than an Exempt Person) in one or a
series of related transactions, the Rights Agreement provides that
proper provision will be made so that each holder of record of a Right
will from and after such date have the right to receive, upon payment
of the Exercise Price, that number of shares of common stock of the
acquiring company having a market value at the time of such
transaction equal to two times the Exercise Price. In addition,
unless the Rights are earlier redeemed, if a person or group becomes
the beneficial owner of 20% or more of the Company's voting stock
(other than pursuant to a tender or exchange offer (a "Qualifying
Tender Offer") for all outstanding shares of Common Stock that is
approved by the Board of Directors, after taking into account the
long-term value of the Company and all other factors they consider
relevant in the circumstances), the Rights Agreement provides that
proper provision will be made so that each holder of record of a
Right, other than the Acquiring Person (whose Rights will thereupon
become null and void), will thereafter have the right to receive, upon
payment of the Exercise Price, that number of shares of the Company's
Preferred
<PAGE>
<PAGE>
Stock having a market value at the time of the transaction equal to
two times the Exercise Price (such market value to be determined with
reference to the market value of the Company's Common Stock as
provided in the Rights Agreement).
Fractions of shares of Preferred Stock (other than fractions
that are integral multiples of one one-thousandth (1/1,000) of a
share) may, at the election of the Company, be evidenced by depositary
receipts. The Company may also issue cash in lieu of fractional
shares which are not integral multiples of one one-thousandth
(1/1,000) of a share.
At any time on or prior to the close of business on the
tenth day after the time that a Person or group has become an
Acquiring Person (or such later date as a majority of the Board of
Directors may determine), the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right ("Redemption Price"),
subject to adjustment. Immediately upon the effective time of the
action of the Board of Directors of the Company authorizing redemption
of the Rights, the right to exercise the Rights will terminate and the
only right of the holders of the Rights will be to receive the
Redemption Price.
For as long as the Rights are then redeemable, the Company
may, except with respect to the redemption price or date of expiration
of the Rights, amend the Rights in any manner, including an amendment
to extend the time period in which the
<PAGE>
<PAGE>
Rights may be redeemed. At any time when the Rights are not then
redeemable, the Company may amend the Rights in any manner that does
not materially adversely affect the interests of holders of the Rights
as such.
Until a Right is exercised, the holder, as such, will have
no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
As of April 4, 1997 there were 58,618,627 shares of Common
Stock issued and outstanding. 1,500,000 shares of Preferred Stock
have been reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group who attempts to
acquire the Company on terms not approved by the Company's Board of
Directors. The Rights should not interfere with any merger or other
business combination approved by the Board since they may be redeemed
by the Company at $.01 per Right at any time until the close of
business on the tenth day (or such later date as described above)
after a person or group has obtained beneficial ownership of 20% or
more of the voting stock.
<PAGE>
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
------ -----------------------------------------
Information and Exhibits.
------------------------
(c) Exhibits.
99.1 Amended and Restated Rights Agreement dated as of April
8, 1997 between Greyhound Lines, Inc. and Mellon
Securities Trust Company, as Rights Agent. The Rights
Agreement includes as Exhibit B the form of Right
Certificate and as Exhibit C the form of Amended and
Restated Certificate of Designations. There is no
Exhibit A to the Amended and Restated Rights Agreement.
<PAGE>
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
GREYHOUND LINES, INC.
By: /s/ Mark E. Southerst
----------------------------------------
Mark E. Southerst
Vice President, General Counsel
and Secretary
April 8, 1997
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
---------- -----------
<TABLE>
<CAPTION>
<S> <C>
99.1 Amended and Restated Rights Agreement dated as of
April 8, 1997 between Greyhound Lines, Inc. and
Mellon Securities Trust Company, as Rights Agent.
The Rights Agreement includes as Exhibit B the form
of Right Certificate and as Exhibit C the form of
Amended and Restated Certificate of Designations.
There is no Exhibit A to the Amended and Restated
Rights Agreement.
</TABLE>
<PAGE>
<PAGE>
Exhibit 99.1
=================================================================
GREYHOUND LINES, INC.
and
MELLON SECURITIES TRUST COMPANY
as Rights Agent
----------
Amended and Restated Rights Agreement
Dated as of April 8, 1997
=================================================================
<PAGE>
<PAGE>
TABLE OF CONTENTS
-----------------
Section Page
------- ----
1. Certain Definitions . . . . . . . . . . . . . . . . . . . 3
-------------------
2. Appointment of Rights Agent . . . . . . . . . . . . . . . 14
---------------------------
3. Issuance of Right Certificates . . . . . . . . . . . . . 14
------------------------------
4. Form of Right Certificates . . . . . . . . . . . . . . . 18
--------------------------
5. Countersignature and Registration . . . . . . . . . . . . 19
---------------------------------
6. Transfer, Split Up, Combination and Exchange of Right
-----------------------------------------------------
Certificates; Mutilated, Destroyed, Lost or Stolen Right
--------------------------------------------------------
Certificates . . . . . . . . . . . . . . . . . . . . . . 20
------------
7. Exercise of Rights; Exercise Price; Expiration Date of
------------------------------------------------------
Rights . . . . . . . . . . . . . . . . . . . . . . . . . 22
------
8. Cancellation and Destruction of Right Certificates . . . 27
--------------------------------------------------
9. Reservation and Availability of Shares of Preferred
---------------------------------------------------
Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 28
-----
10. Preferred Stock Record Date . . . . . . . . . . . . . . 31
---------------------------
11. Adjustment of Exercise Price or Number of Shares . . . . 32
------------------------------------------------
12. Certification of Adjusted Exercise Price or Number of
-----------------------------------------------------
Shares . . . . . . . . . . . . . . . . . . . . . . . . . 41
------
13. Consolidation, Merger or Sale or Transfer of Assets or
------------------------------------------------------
Earning Power . . . . . . . . . . . . . . . . . . . . . . 42
-------------
14. Fractional Rights and Fractional Shares . . . . . . . . 49
---------------------------------------
15. Rights of Action . . . . . . . . . . . . . . . . . . . . 51
----------------
16. Agreement of Right Holders . . . . . . . . . . . . . . . 52
--------------------------
17. Right Certificate Holder Not Deemed a Stockholder . . . 53
-------------------------------------------------
18. Concerning the Rights Agent . . . . . . . . . . . . . . 54
---------------------------
19. Merger or Consolidation of, or Change in Name of, the
-----------------------------------------------------
Rights Agent . . . . . . . . . . . . . . . . . . . . . . 55
------------
<PAGE>
<PAGE>
Section Page
------- ----
20. Duties of Rights Agent . . . . . . . . . . . . . . . . . 56
----------------------
21. Change of Rights Agent . . . . . . . . . . . . . . . . . 60
----------------------
22. Issuance of New Right Certificates . . . . . . . . . . . 62
----------------------------------
23. Redemption . . . . . . . . . . . . . . . . . . . . . . . 62
----------
24. Notice of Proposed Actions . . . . . . . . . . . . . . . 65
--------------------------
25. Notices . . . . . . . . . . . . . . . . . . . . . . . . 67
-------
26. Supplements and Amendments . . . . . . . . . . . . . . . 68
--------------------------
27. Successors . . . . . . . . . . . . . . . . . . . . . . . 69
----------
28. Benefits of this Rights Agreement . . . . . . . . . . . 69
---------------------------------
29. Delaware Contract . . . . . . . . . . . . . . . . . . . 70
-----------------
30. Counterparts . . . . . . . . . . . . . . . . . . . . . . 70
------------
31. Descriptive Headings . . . . . . . . . . . . . . . . . . 70
--------------------
32. Severability . . . . . . . . . . . . . . . . . . . . . . 70
------------
Exhibit A - [Reserved]
Exhibit B - Form of Right Certificate
Exhibit C - Form of Amended and Restated Certificate of
Designations of Series A Junior Preferred Stock
<PAGE>
<PAGE>
AMENDED AND RESTATED RIGHTS AGREEMENT
-------------------------------------
Agreement, dated as of April 8, 1997, by and between
GREYHOUND LINES, INC., a Delaware corporation (the "Company"), and
Mellon Securities Trust Company, a New York corporation (the "Rights
Agent").
W I T N E S S E T H:
-------------------
WHEREAS, on March 22, 1994, the Board of Directors of the
Company authorized the issuance of, and declared a dividend payable
in, one right (a "Right") for each share of Common Stock, $0.01 par
value per share, of the Company outstanding as of the close of
business on April 4, 1994 (the "Record Date"), each such Right
representing the right to purchase one one-hundredth of a share of
Series A Junior Preferred Stock of the Company ("Preferred Stock")
having the rights and preferences set forth in the form of Certificate
of Designations attached as Exhibit C to that certain Rights
Agreement, dated as of March 22, 1994, by and between the Company and
the Rights Agent (the "Original Rights Agreement") and authorized by
the Board of Directors on March 22, 1994, upon the terms and subject
to the conditions set forth therein; and
WHEREAS, the Board of Directors of the Company further
authorized the issuance of one Right (subject to adjustment) with
respect to each share of Common Stock which may have been or may
<PAGE>
<PAGE>
be issued between the Record Date and the earlier to occur of the
Expiration Date or the Final Expiration Date (as such terms are
defined in the Original Rights Agreement);
WHEREAS, on March 11, 1997, the Board of Directors of the
Company authorized and directed the Company to execute and deliver
this Amended and Restated Rights Agreement (the "Rights Agreement"),
which Rights Agreement amends and restates the Original Rights
Agreement to, among other things, (i) remove therefrom the concept of
action required to be taken by "Continuing Directors", (ii) reduce
from one one-hundredth (1/100) to one one-thousandth (1/1,000) the
number of shares of Preferred Stock for which a Right may be exercised
while preserving the economic value of such Right, and (iii) amend and
restate the Certificate of Designations attached to the Original
Rights Agreement as Exhibit C to effect the changes described in
clause (ii) above;
WHEREAS, on March 11, 1997, the Board of Directors delegated
to a separate Committee of the Board authority to consider other
appropriate or desirable amendments to the Original Rights Agreement;
WHEREAS, on March 24, 197, that Committee authorized and
directed the Company to further amend the Original Rights Agreement to
increase to 20% the beneficial ownership threshold
<PAGE>
<PAGE>
for the definition of "Acquiring Person" in the Original Rights
Agreement;
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 shall have the meanings indicated:
(a) "Acquiring Person" shall mean any Person (as such
term is hereinafter defined) who or which, together with all
Affiliates (as such term is hereinafter defined) and
Associates (as such term is hereinafter defined) of such
Person, shall be the Beneficial Owner (as such term is
hereinafter defined) of 20% or more of the shares of Voting
Stock (as such term is hereinafter defined) of the Company
then outstanding; provided that, an Acquiring Person shall
not include an (i) Exempt Person (as such term is
hereinafter defined), or (ii) any Person, together with all
Affiliates and Associates of such Person, who or which would
be an Acquiring Person solely by reason of (A) being the
Beneficial Owner of shares of Voting Stock of the Company,
the Beneficial Ownership of which was acquired by such
Person pursuant to any action or transaction or series of
related actions or
<PAGE>
<PAGE>
transactions approved by the Board of Directors before such
Person otherwise became an Acquiring Person or (B) a
reduction in the number of issued and outstanding shares of
Voting Stock of the Company pursuant to a transaction or a
series of related transactions approved by the Board of
Directors of the Company; provided further, that in the
event such Person described in this clause (ii) does not
become an Acquiring Person by reason of subclause (A) or (B)
of this clause (ii), such Person nonetheless shall become an
Acquiring Person in the event such Person thereafter
acquires Beneficial Ownership of an additional 1% of the
Voting Stock of the Company, unless the acquisition of such
additional Voting Stock would not result in such Person
becoming an Acquiring Person by reason of subclause (A) or
(B) of this clause (ii). Notwithstanding the foregoing, if
the Board of Directors of the Company determines in good
faith that a Person who would otherwise be an "Acquiring
Person" as defined pursuant to the foregoing provisions of
this paragraph (a) has become such inadvertently, and such
Person divests as promptly as practicable a sufficient
number of shares of Common Stock so that such Person would
no longer be an "Acquiring Person" as defined
<PAGE>
<PAGE>
pursuant to the foregoing provisions of this paragraph (a),
then such Person shall not be deemed an "Acquiring Person"
for any purposes of this Rights Agreement.
(b) "Affiliate" shall have the meaning ascribed to
such term in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended
("Exchange Act"), as in effect on the date of this Rights
Agreement.
(c) "Associate" of a Person (as such term is
hereinafter defined) shall mean (i) with respect to a
corporation, any officer or director thereof or of any
Subsidiary (as such term is hereinafter defined) thereof, or
any Beneficial Owner (as such term is hereinafter defined)
of 10% or more of any class of equity security thereof,
(ii) with respect to an association, any officer or director
thereof or of a Subsidiary thereof, (iii) with respect to a
partnership, any general partner thereof or any limited
partner thereof who is, directly or indirectly, the
Beneficial Owner of a 10% ownership interest therein,
(iv) with respect to a business trust, any officer or
trustee thereof or of any Subsidiary thereof, (v) with
respect to any other trust or an estate, any trustee,
executor or similar fiduciary or any Person who has a
<PAGE>
<PAGE>
15% or greater interest as a beneficiary in the income from
or principal of such trust or estate, (vi) with respect to a
natural person, any relative or spouse of such person, or
any relative of such spouse, who has the same home as such
person, and (vii) any Affiliate of such Person.
(d) A person shall be deemed the "Beneficial Owner"
of, or to "Beneficially Own", any securities (and
correlative terms shall have correlative meanings):
(i) which such Person or any of such Person's
Affiliates or Associates beneficially owns, directly or
indirectly, for purposes of Section 13(d) of the
Exchange Act and Regulations 13D and 13G thereunder (or
any comparable or successor law or regulation), in each
case as in effect on the date hereof; or
(ii) which such Person or any of such Person's
Affiliates or Associates has (A) the right to acquire
(whether such right is exercisable immediately or only
after the passage of time or the fulfillment of a
condition or both) pursuant to any agreement,
arrangement or understanding, or upon the exercise of
conversion
<PAGE>
<PAGE>
rights, exchange rights, other rights (other than these
Rights), warrants or options, or otherwise; provided,
however, that a Person shall not be deemed the
"Beneficial Owner" of, or to "Beneficially Own",
securities tendered pursuant to a tender or exchange
offer made by such Person or any of such Person's
Affiliates or Associates until such tendered securities
are accepted for purchase or exchange or (B) the right
to vote, alone or in concert with others, 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 securities if the agreement,
arrangement or understanding to vote such security (1)
arises solely from a revocable proxy or consent given
in response to a proxy or consent solicitation made
pursuant to, and in accordance with, the applicable
rules and regulations under the Exchange Act and (2) is
not at the time reportable by such Person on a Schedule
13D report under the Exchange Act (or any comparable or
successor report), other than by
<PAGE>
<PAGE>
reference to a proxy or consent solicitation being
conducted by such Person; or
(iii) which are beneficially owned, directly or
indirectly, by any other Person with which such Person
or any of such Person's Affiliates or Associates has
any agreement, arrangement or understanding (whether or
not in writing) for the purpose of acquiring, holding,
voting (except as described in clause (B) of
subparagraph (ii) of this paragraph (d)) or disposing
of any securities of the Company; provided, however,
that for purposes of determining Beneficial Ownership
of securities under this Rights Agreement, officers and
directors of the Company solely by reason of their
status as such shall not constitute a group
(notwithstanding that they may be Associates of one
another or may be deemed to constitute a group for
purposes of Section 13(d) the Exchange Act) and shall
not be deemed to own shares owned by another officer or
director of the Company.
Notwithstanding anything in this paragraph (d) to the
contrary, a Person shall not be deemed the "Beneficial
Owner" of, or to "Beneficially Own," any security
Beneficially Owned by another Person solely by
<PAGE>
<PAGE>
reason of an agreement, arrangement or understanding with
such other Person for the purposes of: (x) soliciting the
Company's stockholders for the election of director nominees
or any other stockholder resolution, the formation of and
membership on any committee for the purpose of promoting or
opposing any stockholder resolution or for electing a slate
of nominees to the Company's Board of Directors, service on
such a slate of nominees, or agreement to a slate of
director nominees, provided that such other Person retains
the right at any time to withdraw as a nominee or member of
any such committee, and to withhold or revoke any vote or
proxy for or against any such stockholder resolution or for
such slate of nominees; (y) entering into revocable voting
agreements or the granting or solicitation of revocable
proxies with respect to any of the matters described in the
foregoing clause (x); or (z) the sharing of expenses and the
indemnification against expenses and liabilities by any such
other Person with respect to expenses incurred or conduct
occurring during the time such other Person is a nominee or
a member of any such committee described in the foregoing
clause (x). Further, notwithstanding anything in this
paragraph (d)
<PAGE>
<PAGE>
to the contrary, a Person engaged in the business of
underwriting securities shall not be deemed the "Beneficial
Owner" of, or to "Beneficially Own," any securities acquired
in good faith in a firm commitment underwriting until the
expiration of forty days after the date of such acquisition.
(e) "Business Day" shall mean any day other than a
Saturday, Sunday, or a day on which banking institutions in
the State of Texas are authorized or obligated by law or
executive order to close.
(f) "Close of Business" on any given date shall mean
5:00 P.M., Texas time, on such date; provided, however, that
if such date is not a Business Day it shall mean 5:00 P.M.,
Texas time, on the next succeeding Business Day.
(g) "Common Stock" when used with reference to the
Company shall mean the Common Stock (presently $0.01 par
value) of the Company. "Common Stock" when used with
reference to any Person other than the Company which shall
be organized in corporate form shall mean the capital stock
or other equity security with the greatest per share voting
power of such Person. "Common Stock" when used with
reference to any Person other than the Company which shall
not be
<PAGE>
<PAGE>
organized in corporate form shall mean units of beneficial
interest which shall represent the right to participate in
profits, losses, deductions and credits of such Person and
which shall be entitled to exercise the greatest voting
power per unit of such Person.
(h) "Distribution Date" shall have the meaning set
forth in Section 3(b) hereof.
(i) "Exchange Act" shall have the meaning set forth in
Section 1(b) hereof.
(j) "Exempt Person" shall mean (i) the Company, (ii)
any Subsidiary of the Company or (iii) any employee benefit
plan or employee stock plan of the Company or any Subsidiary
of the Company, or any trust or other entity organized,
appointed, established or holding Common Stock for or
pursuant to the terms of any such plan.
(k) "Exercise Price" shall have the meaning set forth
in Sections 4 and 7(b) hereof.
(l) "Expiration Date" shall have the meaning set forth
in Section 7(a) hereof.
(m) "Fair Market Value" of any property shall mean the
fair market value of such property as determined in
accordance with Section 11(b) hereof.
<PAGE>
<PAGE>
(n) "Final Expiration Date" shall have the meaning set
forth in Section 7(a) hereof.
(o) "NASDAQ" shall have the meaning set forth in
Section 9(b) hereof.
(p) "Person" shall mean any individual, firm,
corporation or other entity.
(q) "Principal Party" shall have the meaning set forth
in Section 13(b) hereof.
(r) "Qualifying Tender Offer" shall mean a tender or
exchange offer for all outstanding shares of Common Stock of
the Company approved by a majority of the Board of
Directors, after taking into account the potential long-term
value of the Company and all other factors that they
consider relevant.
(s) "Redemption Price" shall have the meaning set
forth in Section 23(a) hereof.
(t) "Right Certificate" shall have the meaning set
forth in Section 3(d) hereof.
(u) "Stock Acquisition Date" shall mean the first date
on which there shall be a public announcement by the Company
or an Acquiring Person that an Acquiring Person has become
such (which, for purposes of this definition, shall include,
without limitation, a report filed pursuant to Section 13(d)
of the Exchange Act) or
<PAGE>
<PAGE>
such earlier date as a majority of the members of the Board
of Directors shall become aware of the existence of an
Acquiring Person.
(v) "Subsidiary" of a Person shall mean any
corporation or other entity of which securities or other
ownership interests having voting power sufficient to elect
a majority of the board of directors or other persons
performing similar functions are beneficially owned,
directly or indirectly, by such Person or by any corporation
or other entity that is otherwise controlled by such Person.
(w) "Summary of Rights" shall have the meaning set
forth in Section 3(a) hereof.
(x) "Trading Day" shall have the meaning set forth in
Section 11(b) hereof.
(y) "Transfer Tax" shall mean any tax or charge,
including any documentary stamp tax, imposed or collected by
any governmental or regulatory authority in respect of any
transfer of any security, instrument or right, including
Rights, shares of Common Stock and shares of Preferred
Stock.
(z) "Voting Stock" shall mean (i) the Common Stock of
the Company and (ii) any other shares of capital stock of
the Company entitled to vote generally
<PAGE>
<PAGE>
in the election of directors or entitled to vote together
with the Common Stock in respect of any merger,
consolidation, sale of all or substantially all the
Company's assets, liquidation, dissolution or winding up.
Any determination required to be made by the Board of Directors of the
Company for purposes of applying the definitions contained in this
Section 1 shall be made by the Board of Directors in its good faith
judgment, which determination shall be binding on the Rights Agent and
the holders of the Rights.
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 in accordance with the terms and conditions
hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such Co-Rights Agents as it may
deem necessary or desirable.
Section 3. Issuance of Right Certificates.
------------------------------
(a) [Reserved].
(b) Until the close of business on the day which is the
earlier of (i) the tenth day after the Stock Acquisition Date or (ii)
the tenth business day (or such later date as may be determined by
action of the Board of Directors prior to such time as any Person
becomes an Acquiring Person) after the date of the commencement by any
Person (other than an Exempt Person) of, or
<PAGE>
<PAGE>
the first public announcement of the intent of any Person (other than
an Exempt Person) to commence, a tender or exchange offer upon the
successful consummation of which such Person, together with its
Affiliates and Associates, would be the Beneficial Owner of 30% or
more of the then outstanding shares of Voting Stock of the Company
(irrespective of whether any shares are actually purchased pursuant to
any such offer) (the earlier of such dates being herein referred to as
the "Distribution Date"), (x) the Rights shall be evidenced by the
certificates for Common Stock registered in the name of the holders of
Common Stock (together with, in the case of certificates for Common
Stock outstanding as of the Record Date, the Summary of Rights) and
not by separate Right certificates and the record holders of such
certificates for Common Stock shall be the record holders of the
Rights represented thereby and (y) each Right shall be transferable
only simultaneously and together with the transfer of a share of
Common Stock (subject to adjustment as hereinafter provided). Until
the Distribution Date (or, if earlier, the Expiration Date or Final
Expiration Date), the surrender for transfer of any certificate for
Common Stock shall constitute the surrender for transfer of the Right
or Rights associated with the Common Stock evidenced thereby, whether
or not accompanied by a copy of the Summary of Rights.
<PAGE>
<PAGE>
(c) Rights shall be issued in respect of all shares of
Common Stock that become outstanding after the Record Date but prior
to the earlier of the Distribution Date, the Expiration Date or the
Final Expiration Date and, in certain circumstances provided in
Section 22 hereof, may be issued in respect of shares of Common Stock
that become outstanding after the Distribution Date. Certificates for
Common Stock (including, without limitation, certificates issued upon
original issuance, disposition from the Company's treasury or transfer
or exchange of Common Stock) after the date hereof but prior to the
earliest of the Distribution Date, the Expiration Date, or the Final
Expiration Date (or, in certain circumstances as provided in
Section 22 hereof, after the Distribution Date) shall have impressed,
printed, written or stamped thereon or otherwise affixed thereto the
following legend:
This certificate also evidences and entitles
the holder hereof to the same number of Rights
(subject to adjustment) as the number of shares of
Common Stock represented by this certificate, such
Rights being on the terms provided under the
Amended and Restated Rights Agreement between
GREYHOUND LINES, INC. and Mellon Securities Trust
Company (the "Rights Agent"), dated as of April 8,
1997, as it may be amended from time to time (the
"Rights Agreement"), the terms of which are
incorporated herein by reference and a copy of
which is on file at the principal executive
offices of GREYHOUND LINES, INC. Under certain
circumstances, as set forth in the Rights
Agreement, such Rights shall be evidenced by
separate certificates and shall no longer be
evidenced by this certificate.
<PAGE>
<PAGE>
GREYHOUND LINES, INC. shall mail to the registered holder of
this certificate a copy of the Rights Agreement without
charge within five days after receipt of a written request
therefor. Under certain circumstances as provided in
------------------------------------------
Section 7(e) of the Rights Agreement, Rights issued to or
---------------------------------------------------------
Beneficially Owned by Acquiring Persons or their Affiliates
-----------------------------------------------------------
or Associates (as such terms are defined in the Rights
------------------------------------------------------
Agreement) or any subsequent holder of such Rights shall be
-----------------------------------------------------------
null and void and may not be transferred to any Person.
------------------------------------------------------
(d) As soon as practicable after the Distribution Date, the
Company will prepare and execute, the Rights Agent will countersign,
and the Company will send or cause to be sent (and the Rights Agent
will, if requested, send), by first class mail, postage prepaid, to
each record holder of the Common Stock as of the close of business on
the Distribution Date, as shown by the records of the Company, at the
address of such holder shown on such records, a certificate in the
form provided by Section 4 hereof (a "Right Certificate"), evidencing
one Right (subject to adjustment as provided herein) for each share of
Common Stock so held. As of and after the Distribution Date, the
Rights shall be evidenced solely by Right Certificates and may be
transferred by the transfer of the Right Certificate as permitted
hereby, separately and apart from any transfer of one or more shares
of Common Stock.
<PAGE>
<PAGE>
Section 4. Form of Right Certificates.
--------------------------
The Right Certificates (and the forms of election to
purchase shares, certificate and assignment to be printed on the
reverse thereof), when, as and if issued, shall be substantially in
the form set forth in Exhibit B hereto and may have such marks of
identification or designation and such legends, summaries or
endorsements printed thereon as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule
or regulation of any stock exchange on which the Common Stock or the
Rights may from time to time be listed or as the Company may deem
appropriate to conform to usage or otherwise and as are not
inconsistent with the provisions of this Rights Agreement. Subject to
the provisions of Section 22 hereof, Right Certificates evidencing
Rights whenever issued, (i) shall be dated as of the date of issuance
of the Rights they represent and (ii) subject to adjustment from time
to time as provided herein, on their face shall entitle the holders
thereof to purchase such number of shares (including fractional shares
which are integral multiples of one-thousandth of a share) of
Preferred Stock as shall be set forth therein at the price payable
upon exercise of a Right provided by Section 7(b) hereof as the same
may from time to time be adjusted as provided herein (the "Exercise
Price").
<PAGE>
<PAGE>
Section 5. Countersignature and Registration.
---------------------------------
(a) Each Right Certificate shall be executed on behalf of
the Company by its Chairman of the Board, 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. Each Right Certificate
shall be countersigned by the Rights Agent either manually or by
facsimile signature and shall not be valid for any purpose unless so
countersigned. In case any officer of the Company who shall have
signed any Right Certificate shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and
delivery of the certificate by the Company, such Right Certificate,
nevertheless, may be countersigned by the Rights Agent and issued and
delivered with the same force and effect as though the person who
signed such Right Certificate had not ceased to be such officer of the
Company. Any Right Certificate may be signed on behalf of the Company
by any person who, on the 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.
<PAGE>
<PAGE>
(b) Following the Distribution Date, the Rights Agent will
keep or cause to be kept, at its principal office or one or more
offices designated as the appropriate place for surrender of Right
Certificates upon exercise or transfer, and in such other locations as
may be required by law, 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 7(e), 7(f) and 14
hereof, at any time after the Close of Business on the Distribution
Date, and at or prior to the Close of Business on the earlier of the
Expiration Date or the Final Expiration Date, any Right Certificate,
may be (i) transferred or (ii) split up, combined or exchanged for one
or more other Right Certificates, entitling the registered holder to
purchase a like number of shares of Preferred Stock as the Right
Certificate or Rights Certificates surrendered then entitled such
holder to purchase. Any registered holder desiring to transfer any
Right Certificate shall surrender the Right Certificate at the office
of the Rights
<PAGE>
<PAGE>
Agent designated for the surrender of Right Certificates with the form
of certificate and assignment on the reverse side thereof duly
endorsed (or there shall be enclosed with such Right Certificate a
written instrument of transfer in form satisfactory to the Company and
the Rights Agent), duly executed by the registered holder thereof or
his attorney duly authorized in writing, and with such signature duly
guaranteed. Any registered holder desiring to 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 to be split up, combined or exchanged at the office of the
Rights Agent designated therefor. 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 Transfer Tax that may be imposed in connection with any
transfer, split up, combination or exchange of any Right Certificates.
(b) Subject to the provisions of Section 7(e), 7(f) and 14
hereof, 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, if requested by the Company,
<PAGE>
<PAGE>
reimbursement to the Company and the Rights Agent of all reasonable
expenses incidental thereto, or upon surrender to the Rights Agent and
cancellation of the Right Certificate if mutilated, the Company shall
issue 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; Exercise Price; Expiration
----------------------------------------------
Date of Rights.
--------------
(a) The Rights shall not be exercisable until, and shall
become exercisable on the Distribution Date (unless otherwise provided
herein, including, without limitation, the restrictions on
exercisability set forth in Section 7(e) and 23(a) hereof). Except as
otherwise provided herein, the Rights may be exercised, in whole or in
part, at any time commencing with the Distribution Date upon surrender
of the Right Certificate, with the form of election to purchase and
certificate on the reverse side thereof duly executed (with signatures
duly guaranteed), to the Rights Agent at the principal office of the
Rights Agent in East Hartford, Connecticut, together with payment of
the then applicable Exercise Price for each Right exercised, at or
prior to the Close of Business on the earlier of (i) March 22, 2004
(the "Final Expiration Date") or (ii) the date on which the Rights are
redeemed as provided in
<PAGE>
<PAGE>
Section 23 hereof (such earlier date being herein referred to as the
"Expiration Date").
(b) The Exercise Price shall initially be $35.00 for each
one one-thousandth (1/1000) of a share of Preferred Stock issued
pursuant to the exercise of a Right. The Exercise Price and the
number of shares of Preferred Stock or other securities to be acquired
upon exercise of a Right shall be subject to adjustment from time to
time as provided in Sections 11 and 13 hereof. The Exercise Price
shall be payable in lawful money of the United States of America, in
accordance with paragraph (c) below.
(c) Except as otherwise provided herein, upon receipt of a
Right Certificate representing exercisable Rights with the form of
election to purchase duly executed, accompanied by payment by
certified check, cashier's check, bank draft or money order payable to
the Company or the Rights Agent of the Exercise Price for the shares
to be purchased and an amount equal to any applicable Transfer Tax
required to be paid by the holder of the Right Certificate in
accordance with Section 9(e) hereof, the Rights Agent shall thereupon
promptly (i) requisition from any transfer agent of the Preferred
Stock of the Company one or more certificates representing the number
of shares of Preferred Stock to be so purchased, and the Company
hereby authorizes and directs such transfer agent to comply with all
such requests, (ii) as
<PAGE>
<PAGE>
provided in Section 14(b), at the election of the Company, cause
depositary receipts to be issued in lieu of fractional shares of
Preferred Stock, (iii) if the election provided for in the immediately
preceding clause (ii) has not been made, requisition from the Company
the amount of cash to be paid in lieu of the issuance of fractional
shares in accordance with Section 14(b) hereof, (iv) after receipt of
such Preferred Stock certificates and, if applicable, depositary
receipts, cause the same to be delivered to or upon the order of the
registered holder of such Right Certificate, registered in such name
or names as may be designated by such holder and (v) when appropriate,
after receipt, promptly deliver such cash to or upon the order of the
registered holder of such Right Certificate; provided, however, that
in the case of a purchase of securities, other than Preferred Stock,
pursuant to Section 13 hereof, the Rights Agent shall promptly take
the appropriate actions corresponding in such case to that referred to
in the foregoing clauses (i) through (v) of this Section 7(c).
Notwithstanding the foregoing provisions of this Section 7(c), the
Company may suspend the issuance of shares of Preferred Stock upon
exercise of a Right for a reasonable period, not in excess of 90 days,
during which the Company seeks to register under the Securities Act of
1933, as amended (the "Act"), and any applicable securities law of any
other jurisdiction, the shares of Preferred Stock to be issued
<PAGE>
<PAGE>
pursuant to the Rights; provided, however, that nothing contained in
this Section 7(c) shall relieve the Company of its obligations under
Section 9(c) hereof.
(d) In case the registered holder of any Right Certificate
shall exercise less than all the Rights evidenced thereby, a new Right
Certificate evidencing Rights equivalent to the Rights remaining
unexercised shall be issued by the Rights Agent to the registered
holder of such Right Certificate or his assign, subject to the
provisions of Section 14(b) hereof.
(e) Notwithstanding any provision of this Rights Agreement
to the contrary, from and after the time (the "invalidation time")
when any Person first becomes an Acquiring Person, other than pursuant
to a Qualifying Tender Offer, any Rights that are beneficially owned
by (x) such Acquiring Person (or any Associate or Affiliate of such
Acquiring Person), (y) a transferee of such Acquiring Person (or any
such Associate or Affiliate) who becomes a transferee after the
invalidation time or (z) a transferee of such Acquiring Person (or any
such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the invalidation time pursuant to either (I) a
transfer from the Acquiring Person to holders of its equity securities
or to any Person with whom it has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (II)
a transfer which the Board of Directors has
<PAGE>
<PAGE>
determined is part of a plan, arrangement or understanding which has
the purpose or effect of avoiding the provisions of this Section 7(e),
and subsequent transferees of such Persons referred to in clause (y)
and (z) above, shall be void without any further action and any holder
of such Rights shall thereafter have no rights whatsoever with respect
to such Rights under any provision of this Rights Agreement. The
Company shall use all reasonable efforts to ensure that the provisions
of this Section 7(e) are complied with, but shall have no liability to
any holder of Right Certificates or any other Person as a result of
its failure to make any determination with respect to an Acquiring
Person or its Affiliates, Associates or transferees hereunder. No
Right Certificate shall be issued pursuant to Section 3 hereof that
represents Rights Beneficially Owned by an Acquiring Person whose
Rights would be void pursuant to the provisions of this Section 7(e)
or any Associate or Affiliate thereof; no Right Certificate shall be
issued at any time upon the transfer of any Rights to an Acquiring
Person whose Rights would be void pursuant to the provisions of this
Section 7(e) or any Associate or Affiliate thereof or to any nominee
of such Acquiring Person, Associate or Affiliate; and any Right
Certificate delivered to the Rights Agent for transfer to an Acquiring
Person whose Rights would be void pursuant to the provisions of this
Section 7(e) shall be cancelled.
<PAGE>
<PAGE>
(f) Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be obligated
to undertake any action with respect to a registered holder upon the
occurrence of any purported exercise as set forth in this Section 7
unless such registered holder shall have (i) completed and signed the
certificate following 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 cancelled form, or, if
surrendered to the Rights Agent, shall be cancelled by it, and no
Right Certificates shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Rights Agreement. The
Company shall deliver to the Rights Agent for cancellation and
retirement, and the Rights Agent shall cancel and retire, any Right
Certificate purchased or acquired by the Company otherwise than upon
the exercise thereof. The Rights Agent shall deliver all cancelled
Right Certificates to the
<PAGE>
<PAGE>
Company, or shall, at the written request of the Company, destroy such
cancelled Right Certificates, and in such case shall deliver a
certificate of destruction thereof to the Company.
Section 9. Reservation and Availability of Shares of
-----------------------------------------
Preferred Stock.
---------------
(a) The Company covenants and agrees that it will cause to
be reserved and kept available out of its authorized and unissued
shares of Preferred Stock or out of authorized and issued shares of
Preferred Stock held in its treasury, such number of shares of
Preferred Stock as will from time to time be sufficient to permit the
exercise in full of all outstanding Rights.
(b) The Company shall use its best efforts to cause, from
and after such time as the Rights become exercisable, all shares of
Preferred Stock issued or reserved for issuance in accordance with
this Rights Agreement to be listed, upon official notice of issuance,
upon the principal national securities exchange, if any, upon which
the Common Stock is listed or, if the principal market for the Common
Stock is not on any national securities exchange, to be eligible for
quotation in the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ") or any successor thereto or
other comparable quotation system.
<PAGE>
<PAGE>
(c) The Company covenants and agrees that it will take all
such action as may be necessary to ensure that all shares of Preferred
Stock delivered upon exercise of Rights shall, at the time of delivery
of the certificates for such shares (subject to payment of the
Exercise Price in respect thereof), be duly and validly authorized and
issued and fully paid and nonassessable shares.
(d) The Company shall use its best efforts to (i) file, as
soon as practicable following the occurrence of the event described in
Section 11(a)(ii), or as soon as is required by law following the
Distribution Date, as the case may be, a registration statement under
the Act, with respect to the shares of Preferred Stock purchasable
upon exercise of the Rights on an appropriate form, (ii) cause such
registration statement to become effective as soon as practicable
after such filing, and (iii) cause such registration statement to
remain effective (with a prospectus at all times meeting the
requirements of the Act) until the earlier of (A) the date as of which
the Rights are no longer exercisable for Preferred Stock, and (b) the
date of the expiration of the Rights. The Company may temporarily
suspend, for a period of time not to exceed ninety days, the issuance
of shares of Preferred Stock upon exercise of a Right in order to
prepare and file a registration statement under the Act and permit it
to become effective. The Company will also take such
<PAGE>
<PAGE>
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. Notwithstanding any provision of
this Agreement to the contrary, the Rights shall not be exercisable in
any jurisdiction unless the requisite qualification in such
jurisdiction shall have been obtained and until a registration
statement under the Act (if required) shall have been declared
effective.
(e) The Company covenants and agrees that it will pay when
due and payable any and all federal and state Transfer Taxes which may
be payable in respect of the issuance or delivery of the Right
Certificates or of any shares of Preferred Stock issued or delivered
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 or delivery of a Right Certificate to a Person other
than, or the issuance or delivery of certificates for Preferred Stock
upon exercise of Rights in a name other than that of, the registered
holder of the Right Certificate, and the Company shall not be required
to issue or deliver a Right Certificate or certificate for Preferred
Stock to a Person other than such registered holder until any such
Transfer Tax shall have been paid (any such Transfer Tax being payable
by the holder of such Right Certificate at the time of surrender) or
until it
<PAGE>
<PAGE>
has been established to the Company's satisfaction that no such
Transfer Tax is due.
Section 10. Preferred Stock Record Date. Each Person in
---------------------------
whose name any certificate for shares of Preferred Stock is issued
upon the exercise of Rights shall for all purposes be deemed to have
become the holder of record of the Preferred Stock represented thereby
on, and such certificate shall be dated as of, the date upon which the
Right Certificate evidencing such Rights was duly surrendered and
payment of the Exercise Price (and any applicable Transfer Taxes) was
made; provided, however, that, if the date of such surrender and
payment is a date upon which the Preferred Stock 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
as of, the next succeeding Business Day on which the Preferred Stock
transfer books of the Company are open. Prior to the exercise of the
Rights evidenced thereby, the holder of a Right Certificate, as such,
shall not be entitled to any rights of a stockholder of the Company
with respect to shares for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive dividends
or other distributions or to exercise any preemptive rights, and shall
not be entitled to receive any notice of any proceedings of the
Company, except as provided herein.
<PAGE>
<PAGE>
Section 11. Adjustment of Exercise Price or Number of
-----------------------------------------
Shares. The Exercise Price and the number of shares of Preferred
------
Stock which may be purchased upon exercise of a Right 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 Rights Agreement (A) declare or pay
any dividend on Common Stock payable in shares of Common
Stock, (B) subdivide or split the outstanding shares of
Common Stock into a greater number of shares or (C) combine
or consolidate the outstanding shares of Common Stock into a
smaller number of shares or effect a reverse split of the
outstanding shares of Common Stock, then and in each such
event the number of shares of Preferred Stock issuable upon
the exercise of a Right after the record date for such event
(if one shall have been established or, if not, after the
date of such event) shall be the number of shares of
Preferred Stock issuable immediately prior to such event
multiplied by a fraction the numerator of which is the
number of Rights outstanding immediately prior to such event
and the denominator of which is the number of Rights
outstanding immediately after such event and the Exercise
Price after such event shall be the Exercise
<PAGE>
<PAGE>
Price in effect immediately prior to such event multiplied
by such fraction. If an event occurs which would require an
adjustment under both this Section 11(a)(i) and Section
11(a)(ii) hereof, the adjustment provided for in this
Section 11(a)(i) shall be in addition to, and shall be made
prior to, any adjustment required pursuant to Section
11(a)(ii).
(ii) In the event that any Person (other than an
Exempt Person), alone or together with its Affiliates and
Associates, shall become an Acquiring Person, except
pursuant to a Qualifying Tender Offer, then, subject to the
last sentence of Section 23(a) and except as otherwise
provided in this Section 11, each holder of a Right, except
as provided in Section 7(e) hereof, shall thereafter have
the right to receive upon exercise of such Right in
accordance with the terms of this Rights Agreement and
payment of the Exercise Price, the greater of (1) the number
of one one-thousandths of a share of Preferred Stock for
which such Right was exercisable immediately prior to the
first occurrence of the event described in this
Section 11(a)(ii) or (2) such number of one one-thousandths
of a share of Preferred Stock, based on the per share Fair
Market Value of the Preferred Stock
<PAGE>
<PAGE>
(determined pursuant to Section 11(b) hereof) on the date of
such first occurrence, having a value equal to twice the
Exercise Price; 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 the Company does not have
available sufficient authorized but unissued Preferred Stock
to permit the adjustments required pursuant to the foregoing
subparagraph (i) or the exercise in full of the Rights in
accordance with the foregoing subparagraph (ii), the Company
shall take all such action as may be necessary to authorize
and reserve for issuance such number of additional shares of
Preferred Stock as may from time to time be required to be
issued upon the exercise in full of all Rights from time to
time outstanding and, if necessary, shall use its best
efforts to obtain stockholder approval thereof. In lieu of
issuing shares of Preferred Stock in accordance with the
foregoing subparagraphs (i) and (ii), the Company may, if
the Board of Directors determines that such action is
necessary or appropriate and not
<PAGE>
<PAGE>
contrary to the interests of holders of Rights, elect to
issue or pay, upon the exercise of the Rights, cash,
property, shares of Preferred or Common Stock, or any
combination thereof, having an aggregate Fair Market Value
equal to the Fair Market Value of the shares of Preferred
Stock which otherwise would have been issuable pursuant to
Section 11(a)(ii), which Fair Market Value shall be
determined by an investment banking firm selected by the
Board of Directors. For purposes of the preceding sentence,
the Fair Market Value of the Preferred Stock shall be as
determined pursuant to Section 11(b). Subject to Section 23
hereof, any such election by the Board of Directors of the
Company must be made and publicly announced within thirty
(30) days after the date on which the event described in
Section 11(a)(ii) occurs.
(b) For the purpose of this Rights Agreement, the "Fair
Market Value" of any share of Preferred Stock, Common Stock or any
other stock or any Right or other security or any other property on
any date shall be determined as provided in this Section 11(b). In
the case of a publicly-traded stock or other security, the Fair Market
Value on any date shall be deemed to be the average of the daily
closing prices per share of such stock or per unit of such other
security for the 30 consecutive Trading
<PAGE>
<PAGE>
Days (as such term is hereinafter defined) immediately prior to such
date; provided, however, that in the event that the Fair Market Value
per share of any share of Common Stock is determined during a period
which includes any date that is within 30 Trading Days after (i) the
ex-dividend date for a dividend or distribution on such stock payable
in shares of Common Stock or securities convertible into shares of
Common Stock, or (ii) the effective date of any subdivision, split,
combination, consolidation, reverse stock split or reclassification of
such stock, then, and in each such case, the Fair Market Value shall
be appropriately adjusted by the Board of Directors of the Company to
take into account ex-dividend or post-effective date trading. 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 applicable transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock
Exchange), or, if the securities are not listed or admitted to trading
on the New York Stock Exchange, as reported in the applicable
transaction reporting system with respect to securities listed on the
principal national securities exchange on which such security is
listed or admitted to trading; or, if not listed or admitted to
trading on any national securities exchange, the last quoted price
(or, if
<PAGE>
<PAGE>
not so quoted, the average of the high bid and low asked prices) in
the over-the-counter market, as reported by the NASDAQ or such other
system then in use; or, if no bids for such security are 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 such
security selected by the Board of Directors of the Company. The term
"Trading Day" shall mean a day on which the principal national
securities exchange on which such security is listed or admitted to
trading is open for the transaction of business or, if such security
is not listed or admitted to trading on any national securities
exchange, a Business Day. If a security is not publicly held or not
so listed or traded, "Fair Market Value" shall mean the fair value per
share of stock or per other unit of such other security, as determined
by an independent investment banking firm experienced in the valuation
of securities selected in good faith by the Board of Directors of the
Company, or, if no such investment banking firm is, in the good faith
judgment of the Board of Directors, available to make such
determination, as determined in good faith by the Board of Directors
of the Company; provided, however, that for purposes of making the
adjustment provided for by Section 11(a)(ii) hereof, the Fair Market
Value of a share of Preferred Stock shall not be less than 100% of the
product of the Fair Market Value of a share of Common Stock multiplied
by the
<PAGE>
<PAGE>
Dividend Multiple applicable to the Preferred Stock (as defined in the
Certificate of Designations relating to the Preferred Stock) and shall
not exceed 105% of the product of the then Fair Market Value of a
share of Common Stock multiplied by the Dividend Multiple applicable
to the Preferred Stock. In the case of property other than
securities, the "Fair Market Value" thereof shall be determined in
good faith by the Board of Directors of the Company based upon such
appraisals or valuation reports of such independent experts as the
Board of Directors of the Company shall in good faith determine to be
appropriate in accordance with good business practices and the
interests of the holders of Rights. Any such determination of Fair
Market Value shall be described in a statement filed with the Rights
Agent and shall be binding upon the Rights Agent.
(c) All calculations under this Section 11 shall be made to
the nearest cent or to the nearest one one-thousandth of a share, as
the case may be.
(d) Irrespective of any adjustment or change in the
Exercise Price or the number of shares of Preferred Stock issuable
upon the exercise of the Rights, the Right Certificates theretofore
and thereafter issued may continue to express the Exercise Price and
the number of shares to be issued upon exercise of the Rights as in
the initial Right Certificates
<PAGE>
<PAGE>
issued hereunder but, nevertheless, shall represent the Rights as so
adjusted.
(e) Before taking any action that would cause an adjustment
reducing the purchase price per whole share of Preferred Stock upon
exercise of the Rights below the then par value, if any, of the shares
of Preferred Stock, the Company shall use its best efforts to take any
corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue
fully paid and non-assessable shares of such Preferred Stock at such
adjusted purchase price per share.
(f) Anything in this Section 11 to the contrary
notwithstanding, in the event of any reclassification of stock of the
Company or any recapitalization, reorganization or partial liquidation
of the Company or similar transaction, the Company shall be entitled
to make such further adjustments in the number of shares of Preferred
Stock which may be acquired upon exercise of the Rights, and such
adjustments in the Exercise Price therefor, in addition to those
adjustments expressly required by the other paragraphs of this Section
11, as the Board of Directors of the Company shall determine to be
necessary or appropriate in order for the holders of the Rights in
such event to be treated equitably and in accordance with the purpose
and intent of this Rights Agreement or in order that any such event
<PAGE>
<PAGE>
shall not, but for such adjustment, in the opinion of counsel to the
Company, result in the stockholders of the Company being subject to
any United States federal income tax liability by reason thereof.
(g) In the event the Company shall at any time after the
Record Date make any distribution on the shares of Common Stock of the
Company, whether by way of a dividend or a reclassification of stock,
a recapitalization, reorganization or partial liquidation of the
Company or otherwise, in cash or any debt security, debt instrument,
real or personal property or any other property (other than any shares
of Common Stock or other capital stock of the Company and other than
any right or warrant to acquire any such shares, including any debt
security convertible into or exchangeable for any such share, at less
than the Fair Market Value of such shares) and the amount of such cash
dividend or the Fair Market Value of such debt security, debt
instrument or property exceeds 150% of the aggregate amount of the
cash dividends declared or paid on the Common Stock of the Company in
the 15-month period immediately preceding such distribution, then and
in each such event, unless such distribution is part of or is made in
connection with a transaction to which Section 11(a)(ii) or Section 13
hereof applies, the Exercise Price shall be reduced by an amount equal
to the cash or the Fair Market Value of such distribution, as the
<PAGE>
<PAGE>
case may be, per share of Common Stock of the Company. For purposes
hereof, the Fair Market Value of any property distributed to the
holders of shares of Common Stock of the Company shall be the Fair
Market Value of such property as determined by an independent
investment banking firm experienced in the valuation of securities or
the other property so distributed, as the case may be, selected in
good faith by the Board of Directors of the Company, or, if no such
investment banking firm is in the good faith judgment of the Board of
Directors available to make such determination, in good faith by the
Board of Directors of the Company, whose determination shall be final
and binding on the Company, the Rights Agent and the holders of
Rights.
Section 12. Certification of Adjusted Exercise Price or
-------------------------------------------
Number of Shares. Whenever an adjustment is made as provided in
----------------
Section 11, 13 or 23(c), the Company shall (a) promptly prepare a
certificate setting forth such adjustment, and a brief statement of
the facts giving rise to such adjustment, (b) promptly file with the
Rights Agent and with each transfer agent for the Preferred Stock a
copy of such certificate and (c) mail a brief summary thereof to each
holder of a Right Certificate in accordance with Section 25.
Notwithstanding the foregoing sentence, the failure of the Company to
make such certification or give such notice shall not affect the
validity of or the force
<PAGE>
<PAGE>
or effect of the requirement for such adjustment. Any adjustment to
be made pursuant to Section 11, 13 or 23(c) of this Rights Agreement
shall be effective as of the date of the event giving rise to such
adjustment. The Rights Agent shall be fully protected in relying on
any such certificate and on any adjustment therein contained and shall
not be deemed to have knowledge of any adjustment unless and until it
shall have received such certificate.
Section 13. Consolidation, Merger or Sale or Transfer of
--------------------------------------------
Assets or Earning Power.
-----------------------
(a) Except for any transaction approved by the Board of
Directors, in the event that, at any time on or after the Distribution
Date, (x) the Company shall, directly or indirectly, consolidate with,
or merge with and into, any other Person or Persons (other than an
Exempt Person) and the Company shall not be the surviving or
continuing corporation of such consolidation or merger, or (y) any
Person or Persons (other than an Exempt Person) shall, directly or
indirectly, consolidate with, or merge with and into, the Company, and
the Company shall be the continuing or surviving corporation of such
consolidation or merger and, in connection with such consolidation or
merger, all or part of the outstanding shares of Common Stock shall be
changed into or exchanged for stock or other securities of any other
Person (other than an Exempt Person) or of the Company or
<PAGE>
<PAGE>
cash or any other property, or (z) the Company or one or more of its
Subsidiaries shall, directly or indirectly, sell or otherwise transfer
to any Persons (other than an Exempt Person) in one or a series of
related transactions, or the Company or one or more of its
Subsidiaries shall sell or otherwise transfer to any Persons (other
than an Exempt Person) in one or a series of related 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),
then, on the first occurrence of any such event, proper provision
shall be made so that (i) each holder of record of a Right, except as
provided in Section 7(e) hereof, shall thereafter have the right to
receive, upon the exercise thereof and payment of the Exercise Price
in accordance with the terms of this Rights Agreement, such number of
shares of validly issued, fully paid, non-assessable and freely
tradeable Common Stock of the Principal Party (as defined in paragraph
(b) below), not subject to any liens, encumbrances, rights of first
refusal or other adverse claims, as shall, based on the Fair Market
Value of the Common Stock of the Principal Party on the date of the
Consummation of such consolidation, merger, sale or transfer, equal
twice the Exercise Price; (ii) 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 Rights
<PAGE>
<PAGE>
Agreement; (iii) the term "Company" for all purposes of this Rights
Agreement shall thereafter be deemed to refer to such Principal Party;
(iv) 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 the provisions of Section 9 hereof
applicable to the reservation of Preferred Stock) in connection with
such consummation as may be necessary to assure that the provisions
hereof shall thereafter be applicable, as nearly as reasonably may be,
in relation to its shares of Common Stock thereafter deliverable upon
the exercise of the Rights; provided, however, that, upon the
subsequent occurrence of any merger, consolidation, sale of all or
substantially all of the assets, recapitalization, reclassification of
shares, reorganization or other extraordinary transaction in respect
of such Principal Party, each holder of a Right shall thereupon be
entitled to receive, upon exercise of a Right and payment of the
Exercise Price, such cash, shares, rights, warrants and other property
which such holder would have been entitled to receive had it, at the
time of such transaction, owned the shares of Common Stock of the
Principal Party purchasable upon the exercise of a Right, and such
Principal Party shall take such steps (including, but not limited to,
reservation of shares of stock) as may be necessary to permit the
subsequent exercise of the Rights in accordance with the terms
<PAGE>
<PAGE>
hereof for such cash, shares, rights, warrants and other property and
(v) the provisions of Section 11(a)(ii) hereof shall be of no effect
following the occurrence of any event described in clause (x), (y) or
(z) above of this Section 13(a).
(b) "Principal Party" shall mean
(i) in the case of any transaction described in (x) or
(y) of the first sentence of Section 13(a) hereof: (A) the Person
that is the issuer of the securities into which shares of Common Stock
of the Company are changed or otherwise exchanged or converted in such
merger or consolidation, or, if there is more than one such issuer,
the issuer of the Common Stock of which has the greatest market value
or (B) if no securities are so issued, (x) the Person that is the
other party to the merger or consolidation and that survives such
merger or consolidation, or, if there is more than one such Person,
the Person the Common Stock of which has the greatest market value or
(y) if the Person that is the other party to the merger or
consolidation does not survive the merger or consolidation, the Person
that does survive the merger or consolidation (including the Company
if it survives); and
(ii) in the case of any transaction described in (z) 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,
<PAGE>
<PAGE>
or, if each Person that is a party to such transaction or transactions
receives the same portion of the assets or earning power so
transferred or if the Person receiving the greatest portion of the
assets or earning power cannot be determined, whichever of such
Persons as is the issuer of Common Stock having the greatest market
value of shares outstanding; provided, however, that in any such case,
if the Common Stock of such Person is not at such time and has not
been continuously over the preceding 12-month period registered under
Section 12 of the Exchange Act, and such Person is a direct or
indirect Subsidiary of another Person the Common Stock of which is and
has been so registered, the term "Principal Party" shall refer to such
other Person, or if such Person is a Subsidiary, directly or
indirectly, of more than one Person, the Common Stocks of all of which
are and have been so registered, the term "Principal Party" shall
refer to whichever of such Persons is the issuer of the Common
Stock having the greatest market value of shares outstanding.
(c) The Company shall not consummate any consolidation,
merger or sale or transfer of assets or earning power referred to in
Section 13(a) unless the Principal Party shall have a sufficient
number of authorized shares of its Common Stock that have not been
issued or reserved for issuance to permit exercise in full of all
Rights in accordance with this
<PAGE>
<PAGE>
Section 13 and unless prior thereto the Company and the Principal
Party involved therein shall have executed and delivered to the Rights
Agent an agreement confirming that the Principal Party shall, upon
consummation of such consolidation, merger or sale or transfer of
assets or earning power, assume this Rights Agreement in accordance
with Section 13(a) hereof and that all rights of first refusal or
preemptive rights in respect of the issuance of shares of Common Stock
of the Principal Party upon exercise of outstanding Rights have been
waived and that such transaction shall not result in a default by the
Principal Party under this Rights Agreement, and further providing
that, as soon as practicable after the date of any consolidation,
merger or sale or transfer of assets or earning power referred to in
Section 13(a) hereof, the Principal Party 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, use its best efforts to cause such registration
statement to become effective as soon as practicable after
such filing and use its best efforts to cause such
registration statement to remain effective (with a
prospectus at all times meeting the requirements of the Act)
until the date of expiration
<PAGE>
<PAGE>
of the Rights, and similarly comply with applicable state
securities laws;
(ii) use its best efforts to list (or continue the
listing of) the Rights and the securities purchasable upon
exercise of the Rights on a national securities exchange or
to meet the eligibility requirements for quotation on
NASDAQ; and
(iii) deliver to holders of the Rights historical
financial statements for the Principal Party which comply in
all respects with the requirements for registration on Form
10 (or any successor form) under the Exchange Act. In the
event that any of the transactions described in Section
13(a) hereof shall occur at any time after the occurrence of
a transaction described in Section 11(a)(ii) hereof, the
Rights which have not theretofore been exercised shall,
subject to the provisions of Section 7(e) hereof, thereafter
be exercisable in the manner described in Section 13(a).
(d) In case the Principal Party which is to be a party to a
transaction referred to in this Section 13 has provision in any of its
authorized securities or in its certificate of incorporation or
by-laws or other instrument governing its affairs, which provision
would have the effect of (i) causing such Principal Party to issue, in
connection with, or as a
<PAGE>
<PAGE>
consequence of, the consummation of a transaction referred to in this
Section 13, shares of Common Stock of such Principal Party at less
than the then Fair Market Value per share (determined pursuant to
Section 11(b) hereof) or securities exercisable for, or convertible
into, Common Stock of such Principal Party at less than such then Fair
Market Value (other than to holders of Rights pursuant to this Section
13) or (ii) providing for any special tax or similar payment in
connection with the issuance to any holder of a Right of Common Stock
of such Principal Party pursuant to the provisions of this Section 13,
then, in such event, the Company shall not consummate any such
transaction unless prior thereto the Company and such Principal Party
shall have executed and delivered to the Rights Agent a supplemental
agreement providing that the provision in question of such Principal
Party shall have been canceled, waived or amended, or that the
authorized securities shall be redeemed, so that the applicable
provision will have no effect in connection with, or as a consequence
of, the consummation of the proposed transaction.
Section 14. Fractional Rights and Fractional Shares.
---------------------------------------
(a) The Company shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence fractional
Rights (i.e., Rights to acquire less than one one-thousandth of a
----
share of Preferred Stock), unless such
<PAGE>
<PAGE>
fractional Rights result from a transaction referred to in Section
11(a)(i) hereof. If the Company shall determine not to issue such
fractional Rights, then, in lieu of such fractional Rights, there
shall be paid to the holders of record 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 Fair Market Value of
a whole Right.
(b) The Company shall not be required to issue fractions of
shares of Preferred Stock (other than fractions which are integral
multiples of one-thousandth of a share) upon exercise of the Rights or
to distribute certificates which evidence fractional shares (other
than fractions which are integral multiples of one-thousandth of a
share). In lieu of issuing fractions of shares of Preferred Stock,
the Company may, at its election, issue depositary receipts evidencing
fractions of shares pursuant to an appropriate agreement between the
Company and a depositary selected by it, provided that such agreement
shall provide that the holders of such depositary receipts shall have
all of the rights, privileges and preferences to which they would be
entitled as owners of the Preferred Stock. With respect to fractional
shares that are not integral multiples of one-thousandth of a share,
if the Company does not issue such fractional shares or depositary
receipts in lieu thereof, there shall be paid to the holders of record
of Right Certificates at
<PAGE>
<PAGE>
the time such Right Certificates are exercised as herein provided an
amount in cash equal to the same fraction of the Fair Market Value of
a share of Preferred Stock.
(c) The holder of a Right by the acceptance of a Right
expressly waives his right to receive any fractional Right or any
fractional shares of Preferred Stock (other than fractions which are
integral multiples of one one-thousandth of a share) upon exercise of
a Right.
Section 15. Rights of Action. All rights of action in
----------------
respect of this Rights Agreement, except the rights of action given to
the Rights Agent in Section 18 hereof, are vested in the respective
registered holders of the Right Certificates (and, prior to the
Distribution Date, the holders of record of the Common Stock); and any
holder of record 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 Rights Agreement. Without limiting
the foregoing or any remedies available to the holders of Rights, it
<PAGE>
<PAGE>
is specifically acknowledged that the holders of Rights would not have
an adequate remedy at law for any breach of this Rights 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 Rights Agreement.
Section 16. Agreement of Right Holders. Each holder of a
--------------------------
Right, by accepting the same, consents and agrees with the Company and
the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights shall be
evidenced by the certificates for Common Stock registered in the
name of the holders of Common Stock (together, as applicable,
with the Summary of Rights), which certificates for Common Stock
shall also constitute certificates for Rights, and not by
separate Right Certificates, and each Right shall be transferable
only simultaneously and together with the transfer of shares of
Common Stock;
(b) on and after the Distribution Date, the Right
Certificates are transferable only on the registry books of the
Rights Agent if surrendered at the office of the Rights Agent
designated for such purpose, duly endorsed or accompanied by a
proper instrument of transfer; and
<PAGE>
<PAGE>
(c) the Company and the Rights Agent may deem and treat the
person in whose name the Right Certificate (or, prior to the
Distribution Date, the associated 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 Certificates or the associated Common Stock
certificate made by anyone other than the Company or the Rights
Agent) for all purposes whatsoever, and neither the Company nor
the Rights Agent shall be affected by any notice to the contrary.
Section 17. Right Certificate Holder Not Deemed a
-------------------------------------
Stockholder. No holder, as such, of any Right Certificate shall be
-----------
entitled to vote, receive dividends or be deemed for any purpose the
holder of Preferred Stock or any other securities 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 24
hereof), or to receive dividends or subscription rights, or otherwise,
<PAGE>
<PAGE>
until the Right or Rights evidenced by such Right Certificate shall
have been exercised in accordance with the provisions hereof.
Section 18. Concerning the Rights Agent.
---------------------------
(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 Rights 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 to be done by the Rights Agent in connection with the
acceptance and administration of this Rights Agreement, including the
cost and expenses of defending against any claim of liability relating
to the Rights or this Rights Agreement.
(b) The Rights Agent shall be protected against, 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 Rights
Agreement in reliance upon any Right Certificate or certificate for
Preferred Stock or for other securities of the Company, instrument of
assignment or transfer, power of attorney,
<PAGE>
<PAGE>
endorsement, affidavit, letter, notice, direction, consent,
certificate, statement or other paper or document believed by it to be
genuine and to be signed, executed and, where necessary, verified or
acknowledged, by the proper person or persons or otherwise upon the
advice of counsel in accordance with paragraph 20.
Section 19. Merger or Consolidation of, or Change in Name
---------------------------------------------
of, the 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
or stock transfer business of the Rights Agent or any successor Rights
Agent, shall be the successor to the Rights Agent under this Rights
Agreement without the execution or filing of any paper or any further
act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor Rights
Agent under the provisions of Section 21 hereof. In case at the time
such successor Rights Agent shall succeed to the agency created by
this Rights Agreement any of the Rights Certificates shall have been
countersigned but not delivered, any such successor Rights Agent may
adopt the countersignature of the predecessor Rights Agent
<PAGE>
<PAGE>
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 Rights 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; 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; in all such cases such Right Certificates shall have the full
force provided in the Right Certificates and in this Rights Agreement.
Section 20. Duties of Rights Agent. The Rights Agent
----------------------
undertakes the duties and obligations imposed by this Rights 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
<PAGE>
<PAGE>
such counsel shall be full and complete authorization and protection
to the Rights Agent as to any action taken or omitted by it in good
faith and in accordance with such opinion.
(b) Whenever in the performance of its duties under this
Rights Agreement the Rights Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior
to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by
a certificate signed by the Chairman of the Board, the President or
any Vice President and by the Treasurer or the Secretary of the
Company and delivered to the Rights Agent. Any such certificate shall
be full authorization to the Rights Agent for any action taken or
suffered in good faith by it under the provisions of this Rights
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 Rights
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.
<PAGE>
<PAGE>
(e) The Rights Agent shall not be under any responsibility
in respect of the validity of this Rights 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 Rights Agreement or in any Right Certificate; nor
shall it be responsible for any adjustment required under the
provisions of Section 11, 13 or 23(c) hereof 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 receipt of a certificate pursuant to Section 12 describing 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 Preferred Stock to be issued pursuant to this Rights
Agreement or any Right Certificate or as to whether any shares of
Preferred 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,
<PAGE>
<PAGE>
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 the Rights Agreement.
(g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties
hereunder from the Chairman of the Board, the President or any Vice
President or the Secretary or the Treasurer of the Company, and to
apply to such officers for advice or instructions in connection with
its duties, and it shall not be liable for any action taken or
suffered to be taken by it in good faith in accordance with
instructions of any such officer, or for any delay in acting while
waiting for those instructions.
(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 the Rights Agent under this
Rights 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,
<PAGE>
<PAGE>
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.
Section 21. Change of Rights Agent. The Rights Agent or
----------------------
any successor Rights Agent may resign and be discharged from its
duties under this Rights Agreement upon 30 days' notice in writing
mailed to the Company and to each transfer agent of the Common Stock
and the Preferred Stock by registered or certified mail. The Company
may remove the Rights Agent or any successor Rights Agent (with or
without cause) 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 and the Preferred Stock by
registered or certified mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent. Notwithstanding the
foregoing provisions of this Section 21, in no event shall the
resignation or removal of a Rights Agent be effective until a
successor Rights Agent shall have been appointed and have accepted
such appointment. If the Company shall fail to make such appointment
within a period of 30 days after such removal or after it has been
notified in writing of such resignation or incapacity by the resigning
or
<PAGE>
<PAGE>
incapacitated Rights Agent or by the holder of a Right Certificate
(who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the incumbent Rights Agent or the
holder of record of any Right Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by such a
court, shall be (a) a corporation organized and doing business under
the laws of the United States or of any state thereof, in good
standing, which is authorized under such laws to exercise corporate
trust or stock transfer powers and is subject to supervision or
examination in the conduct of its corporate trust or stock transfer
business by federal or state authorities and which has at the time of
its appointment as Rights Agent a combined capital and surplus of at
least $5,000,000 or (b) an Affiliate controlled by a corporation
described in clause (a) of this sentence. After appointment, the
successor Rights Agent shall be vested with the same powers, rights,
duties and responsibilities as if it had been originally named as
Rights Agent without further act or deed, but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent any
property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose.
Not later than the effective date of any such appointment, the Company
<PAGE>
<PAGE>
shall file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Stock and Preferred Stock, and
mail a notice thereof in writing to the registered holders of the
Right Certificates. Failure to give any notice provided for in this
Section 21, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent
or the appointment of the successor Rights Agent, as the case may be.
Notwithstanding the foregoing provisions, in the event of resignation,
removal or incapacity of the Rights Agent, the Company shall have the
authority to act as the Rights Agent until a successor Rights Agent
shall have assumed the duties of the Rights Agent hereunder.
Section 22. Issuance of New Right Certificates.
----------------------------------
Notwithstanding any of the provisions of this Rights 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
Exercise 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 Rights
Agreement.
Section 23. Redemption.
----------
(a) The Company may, at its option, but only by the vote of
a majority of the Board of Directors, redeem all but not
<PAGE>
<PAGE>
less than all of the then outstanding Rights, at any time prior to the
Close of Business on the earlier of (i) the tenth day following the
Stock Acquisition Date (subject to extension by the Company as
provided in Section 26 hereof) or (ii) the Final Expiration Date, at a
redemption price of $.01 per Right, subject to adjustments as provided
in subsection (c) below (the "Redemption Price"). Notwithstanding
anything contained in this Agreement to the contrary, the Rights shall
not be exercisable pursuant to Section 11(a)(ii) prior to the
expiration of the Company's right of redemption hereunder.
(b) Without any further action and without any notice, the
right to exercise the Rights will terminate effective at the time of
the action of the Board of Directors ordering the redemption of the
Rights and the only right thereafter of the holders of Rights shall be
to receive the Redemption Price. Within 10 days after the effective
time of 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.
<PAGE>
<PAGE>
Each notice of redemption will state the method by which the payment
of the Redemption Price will be made. At the option of the Board of
Directors, the Redemption Price may be paid in cash to each Rights
holder or by the issuance of shares (and, at the Company's election
pursuant to Section 14(b) hereof, cash or depositary receipts in lieu
of fractions of shares other than fractions which are integral
multiples of one one-thousandth (1/1,000) of a share) of Preferred
Stock having a Fair Market Value equal to such cash payment.
(c) In the event the Company shall at any time after the
date of this Rights Agreement (A) pay any dividend on Common Stock in
shares of Common Stock, (B) subdivide or split the outstanding shares
of Common Stock into a greater number of shares or (C) combine or
consolidate the outstanding shares of Common Stock into a smaller
number of shares or effect a reverse split of the outstanding shares
of Common Stock, then, and in each such event, the Redemption Price
shall be adjusted so that the Redemption Price after such event shall
equal the Redemption Price immediately prior to such event multiplied
by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock outstanding immediately
prior to such event; provided, however, that in each case such
adjustment to the Redemption Price shall be made only
<PAGE>
<PAGE>
if the amount of the Redemption Price shall be reduced or increased by
$.01 per Right.
Section 24. Notice of Proposed Actions.
--------------------------
(a) In case the Company, after the Distribution Date, shall
propose (i) to effect any of the transactions referred to in Section
11(a)(i) or 11(g) or (ii) to offer to the holders of record of its
Common Stock options, warrants, or other rights to subscribe for or to
purchase shares of Common Stock (including any security convertible
into or exchangeable for Common Stock) or shares of stock of any class
or any other securities, options, warrants, convertible or
exchangeable securities or other rights, or (iii) to effect any
reclassification of its Preferred Stock or Common Stock or any
recapitalization or reorganization of the Company, or (iv) to effect
any consolidation or merger with or into, or to effect any sale or
other transfer (or to permit one or more of its Subsidiaries to effect
any sale or other transfer), in one or more transactions, of more than
50% of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to, any other Person or Persons (other than an
Exempt Person), or (v) to effect the liquidation, dissolution or
winding up of the Company, then, in each such case, the Company shall
give to each holder of record of a Right Certificate, in accordance
with Section 25, notice of such proposed action, which shall specify
the record date for the purposes of such
<PAGE>
<PAGE>
transaction referred to in Section 11(a)(i) or such dividend or
distribution, or the date on which such reclassification,
recapitalization, reorganization, consolidation, merger, sale or
transfer of assets, liquidation, dissolution, or winding up is to take
place and the record date for determining participation therein by the
holders of record of Common Stock or Preferred Stock, if any such date
is to be fixed, and such notice shall be so given in the case of any
action covered by clause (i) or (ii) above at least 10 days prior to
the record date for determining holders of record of the Preferred
Stock for purposes of such action, and in the case of any such other
action, at least 10 days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of
record of Common Stock or Preferred Stock, whichever shall be the
earlier. The failure to give notice required by this Section 24 or
any defect therein shall not affect the legality or validity of the
action taken by the Company or the vote upon any such action.
(b) In case any of the transactions referred to in Section
11(a)(i), 11(g) or 13 of this Rights Agreement are proposed, then, in
any such case, the Company shall give to each holder of Rights, in
accordance with Section 25 hereof, notice of the proposal of such
transaction at least 10 days prior to consummating such transaction,
which notice shall specify the proposed event and the consequences of
the event to holders of
<PAGE>
<PAGE>
Rights under Section 11(a)(i), 11(g) or 13 hereof, as the case may be,
and, upon consummating such transaction, shall similarly give notice
thereof to each holder of Rights.
Section 25. Notices. Notices or demands authorized by this
-------
Rights Agreement to be given or made by the Rights Agent or by the
holder of record of any Right Certificate or Right 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:
GREYHOUND LINES, INC.
15110 North Dallas Parkway
P.O. Box 660032
Dallas, Texas 75248
Attention: Corporate Secretary
Subject to the provisions of Section 21, any notice or demand
authorized by this Rights Agreement to be given or made by the Company
or by the holder of record of any Right Certificate or Right 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:
Mellon Securities Trust Company
c/o Mellon Securities Transfer Services
111 Founders Plaza
Suite 1100
East Hartford, Connecticut 06108
Attention: John Boryczki
Notices or demands authorized by this Rights Agreement to be given or
made by the Company or the Rights Agent to the holder of
<PAGE>
<PAGE>
record of any Right Certificate or Right shall be sufficiently given
or made if sent by first-class mail, postage prepaid, addressed to
such holder at the address of such holder as shown on the registry
books of the Company.
Section 26. Supplements and Amendments. For as long as the
--------------------------
Rights are then redeemable and except as provided in the last sentence
of this Section 26, the Company may in its sole and absolute
discretion, and the Rights Agent shall if the Company so directs,
supplement or amend any provision of this Agreement without the
approval of any holders of the Rights. At any time when the Rights
are not then redeemable and except as provided in the last sentence of
this Section 26, the Company may, and the Rights Agent shall if the
Company so directs, supplement or amend this Rights Agreement without
the approval of any holders of Right Certificates (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained
herein which may be defective or inconsistent with any other
provisions herein or (iii) to change or supplement the provisions
hereunder in any manner which the Company may deem necessary or
desirable, provided that no such supplement or amendment pursuant to
this clause (iii) shall materially adversely affect the interest of
the holders of Right Certificates. Upon the delivery of a certificate
from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of
this
<PAGE>
<PAGE>
Section 26, the Rights Agent shall execute such supplement or
amendment. This Agreement may be amended or supplemented at any time
with the approval of a majority of the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common Stock).
Notwithstanding anything contained in this Rights Agreement to the
contrary, no supplement or amendment shall be made which changes the
Redemption Price or the Final Expiration Date.
Section 27. Successors. All of the covenants and
----------
provisions of this Rights Agreement by or for the benefit of the
Company or the Rights Agent shall bind and inure to the benefit of
their respective successors and assigns hereunder.
Section 28. Benefits of this Rights Agreement. Nothing in
---------------------------------
this Rights 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 holders of Common Stock in their capacity as
holders of the Rights) any legal or equitable right, remedy or claim
under this Rights Agreement; but this Rights Agreement shall be for
the sole and exclusive benefit of the Company, the Rights Agent and
the holders of record of the Right Certificates (and, prior to the
Distribution Date, the holders of Common Stock in their capacity as
holders of the Rights).
<PAGE>
<PAGE>
Section 29. Delaware Contract. This Rights Agreement and
-----------------
each Right Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed and enforced in accordance
with the laws of such state applicable to contracts to be made and
performed entirely within such state.
Section 30. Counterparts. This Rights 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 31. Descriptive Headings. Descriptive headings of
--------------------
the several Sections of this Rights Agreement are inserted for
convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
Section 32. Severability. If any term, provision, covenant
------------
or restriction of this Rights Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Rights Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Rights Agreement to be duly executed, all as of the day and year first
above written.
GREYHOUND LINES, INC.
By /s/ Mark E. Southerst
-------------------------------
Name: Mark E. Southerst
Title: Vice President, General
Counsel and Secretary
MELLON SECURITIES TRUST COMPANY
By /s/ Tracie L. Vicki
------------------------------
Name: Tracie L. Vicki
Title: Vice President
<PAGE>
<PAGE>
EXHIBIT B
[Form of Right Certificate]
Certificate No. W- ______ Rights
NOT EXERCISABLE AFTER MARCH 22, 2004 OR EARLIER IF REDEEMED.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY AND UNDER CERTAIN OTHER CIRCUMSTANCES, AT $.01 PER
RIGHT (SUBJECT TO ADJUSTMENT), ON THE TERMS SET FORTH OR
REFERRED TO IN THE RIGHTS AGREEMENT (AS DEFINED BELOW).
UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE RIGHTS
AGREEMENT, RIGHTS ISSUED TO OR BENEFICIALLY OWNED BY
ACQUIRING PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT
HOLDER OF SUCH RIGHTS SHALL BE NULL AND VOID AND MAY NOT BE
TRANSFERRED TO ANY PERSON.
Right Certificate
GREYHOUND LINES, INC.
This certifies that , or registered
assigns, is the registered owner of the number of Rights set forth
above, each of which entitles the owner thereof, subject to the terms,
provisions and conditions of the Amended and Restated Rights Agreement
dated as of April 8, 1997 (the "Rights Agreement") between GREYHOUND
LINES, INC., a Delaware corporation (the "Company"), and MELLON
SECURITIES TRUST COMPANY, a New York 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. (New York City time) on March 22, 2004 at the office of the
Rights Agent designated in the Rights Agreement for such purpose, or
its successor as Rights
B-
<PAGE>
<PAGE>
Agent, in East Hartford, Connecticut one one-thousandth (1/1,000) of a
fully paid nonassessable share of Series A Junior Preferred Stock (the
"Preferred Stock") of the Company at a purchase price of $35.00 as the
same may from time to time be adjusted in accordance with the Rights
Agreement (the "Exercise Price"), upon presentation and surrender of
this Right Certificate with the Form of Election to Purchase attached
hereto duly executed.
As provided in the Rights Agreement, the Exercise Price and
the number of shares of Preferred Stock which may be purchased upon
the exercise of the Rights evidenced by this Right Certificate are
subject to modification and adjustment upon the happening of certain
events and, upon the happening of certain events, securities other
than shares of Preferred Stock, or other property, may be acquired
upon exercise of the Rights evidenced by this Right Certificate, as
provided in the Rights Agreement.
This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are 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 of the Rights Agent, the Company
and the holders of record of Right Certificates. Copies of the Rights
Agreement are on file at the principal executive office of the
Company.
B-
<PAGE>
<PAGE>
This Right Certificate, with or without other Right
Certificates, upon surrender at the office of the Rights Agent
designated in the Rights Agreement for such purpose, may be exchanged
for another Right Certificate or Right Certificates of like tenor and
date evidencing Rights entitling the holder of record to purchase a
like aggregate number of shares of Preferred Stock as the Rights
evidenced by the Right Certificate or Right Certificates surrendered
shall have entitled such holder to purchase. If this Right
Certificate shall be exercised in part, the holder shall be entitled
to receive upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Certificate may be redeemed by the Company at
its option or under certain other circumstances at a redemption price
of $.01 per Right.
No fractional shares of Preferred Stock (other than
fractions which are integral multiples of one one-thousandth (1/1,000)
of a share) are required to be issued upon the exercise of any Right
or Rights evidenced hereby, and in lieu thereof the Company may cause
depositary receipts to be issued and/or a cash payment may be made, as
provided in the Rights Agreement.
No holder of this Right Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any
B-
<PAGE>
<PAGE>
purpose the holder of Preferred Stock or of any other securities of
the Company which may at any time be issuable on the exercise hereof,
nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights
of a stockholder of the Company or any right to vote for the election
of directors or upon any matter submitted to stockholders at 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 the Rights Agreement), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights
evidenced by this Right Certificate shall have been exercised as
provided in the Rights Agreement.
This Right Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights
Agent.
B-
<PAGE>
<PAGE>
WITNESS the facsimile signature of the proper officers of
the Company and its corporate seal. Dated as of _____________, ____.
ATTEST: GREYHOUND LINES, INC.
By
------------------------- -------------------------------
Secretary Title:
Countersigned:
MELLON SECURITIES TRUST COMPANY
By
-----------------------
Authorized Signature
B-
<PAGE>
<PAGE>
[Form of Reverse Side of Right Certificate]
FORM OF ASSIGNMENT
------------------
(To be executed by the registered holder if such
holder desires to transfer the Right Certificate.)
FOR VALUE RECEIVED
-----------------------------------------
hereby sells, assigns and transfers unto
-----------------------------
(Please print name and address of
transferee)----------------------------------------------------------------
----------------------------------------------------------------------
Rights evidenced by this Right Certificate, together with all right,
title and interest therein, and does hereby irrevocably constitute and
appoint
--------------------------------------------------------------
attorney to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.
Dated: ________________, ____.
Signature--------------------------
Signature Guaranteed:
B-
<PAGE>
<PAGE>
Certificate
-----------
The undersigned hereby certifies by checking the appropriate
boxes that:
(1) this Right Certificate [ ] is [ ] is not being
sold, assigned or transferred by or on behalf of a Person who is or
was an Acquiring Person or an Associate or an Affiliate thereof (as
such terms are defined in the Rights Agreement); and
(2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights
evidenced by this Right Certificate from any Person who is, was or
subsequently became an Acquiring Person or an Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement).
Dated: ____________, ____ Signature---------------------------
NOTICE
------
The signature to the foregoing Assignment and Certificate
must correspond to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or
any change whatsoever.
B-
<PAGE>
<PAGE>
FORM OF ELECTION TO PURCHASE
----------------------------
(To be executed if registered holder
desires to exercise the Right Certificate.)
TO GREYHOUND LINES, INC.:
The undersigned hereby irrevocably elects to exercise
_________________ Rights represented by this Right Certificate to
purchase the shares of Preferred Stock issuable upon the exercise of
such Rights and requests that certificates for such share(s) be issued
in the following name:
or other identifying number:
Please insert social security
------------------------------------------
(Please print name and address)-----------------------
----------------------------------------------------------------------
If such number of Rights shall not be all the Rights evidenced by this
Right Certificate, a new Right Certificate for the balance remaining
of such Rights shall be registered in the name of and delivered to:
B-
<PAGE>
<PAGE>
Please insert social securityor other identifying number:
------------------------------------------
(Please print name and address)---------------------------
----------------------------------------------------------------------
Dated: _____________, ____
----------------------------------------
Signature
(Signature must conform in all
respects to name of holder as
specified on the fact of this
Right Certificate)
Signature Guaranteed:
----------------------
B-
<PAGE>
<PAGE>
EXHIBIT C
FORM OF
AMENDED AND RESTATED
CERTIFICATE OF DESIGNATIONS
OF
SERIES A JUNIOR PREFERRED STOCK
OF
GREYHOUND LINES, INC.
Pursuant to Section 151 of the Delaware
General Corporation Law
I, Mark E. Southerst, Vice President, General Counsel and
Secretary, of GREYHOUND LINES, INC., a corporation organized and
existing under the Delaware General Corporation Law (the "Company"),
in accordance with the provisions of Section 151 of such law, DO
HEREBY CERTIFY that pursuant to the authority conferred upon the Board
of Directors by the Restated Certificate of Incorporation of the
Company, the Board of Directors on March 11, 1997 adopted the
following resolution, which amended and restated the powers,
preferences and relative, participating, optional and other special
rights of its series of Preferred Stock designated as Series A Junior
Preferred Stock, which series had been created pursuant to a
resolution adopted by the Board of Directors on March 22, 1994 and no
shares of which series have been issued, as follows:
RESOLVED, that pursuant to Section 151(g) of the Delaware
General Corporation Law and the authority vested in the Board of
Directors of the Company in accordance with the provisions of ARTICLE
IV, paragraph I.B. of the Restated
C-
<PAGE>
<PAGE>
Certificate of Incorporation of the Company, the powers, preferences
and relative, participating, optional or other special rights of the
series of Preferred Stock of the Company designated as the Series A
Junior Preferred Stock, and the qualifications, limitations or
restrictions thereof, be, and hereby are, amended and restated as
follows:
Section 1. Designation and Amount. The shares of such
----------------------
series shall be designated as "Series A Junior Preferred Stock" (the
"Series A Preferred Stock") and the number of shares constituting such
series shall be 1,500,000.
Section 2. Dividends and Distributions.
---------------------------
(A) Subject to the provisions for adjustment hereinafter
set forth, the holders of shares of Series A Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, (i) cash
dividends in an amount per share (rounded to the nearest cent) equal
to 1,000 times the aggregate per share amount of all cash dividends
declared or paid on the common stock, $0.01 par value per share, of
the Company (the "Common Stock") and (ii) a preferential cash dividend
(the "Preferential Dividends"), if any, in preference to the holders
of any class of Common Stock, on the first day of February, May,
August and November of each year (each a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend
C-
<PAGE>
<PAGE>
Payment Date after the first issuance of a share or fraction of a
share of Series A Preferred Stock, payable in an amount (except in the
case of the first Quarterly Dividend Payment if the date of the first
issuance of Series A Preferred Stock is a date other than a Quarterly
Dividend Payment date, in which case such payment shall be a prorated
amount of such amount) equal to $100.00 per share of Series A
Preferred Stock less the per share amount of all cash dividends
declared on the Series A Preferred Stock pursuant to clause (i) of
this sentence since the immediately preceding Quarterly Dividend
Payment Date or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of
Series A Preferred Stock. In the event the Company shall, at any time
after the issuance of any share or fraction of a share of Series A
Preferred Stock, make any distribution on the shares of Common Stock
of the Company, whether by way of a dividend or a reclassification of
stock, a recapitalization, reorganization or partial liquidation of
the Company or otherwise, which is payable in cash or any debt
security, debt instrument, real or personal property or any other
property (other than cash dividends subject to the immediately
preceding sentence, a distribution of shares of Common Stock or other
capital stock of the Company or a distribution of rights or warrants
to acquire any such share, including any debt security convertible
into or exchangeable for
C-
<PAGE>
<PAGE>
any such share, at a price less than the Fair Market Value, as
hereinafter defined, of such share), then, and in each such event, the
Company shall simultaneously pay on each then outstanding share of
Series A Preferred Stock of the Company a distribution, in like kind,
of 1,000 times such distribution paid on a share of Common Stock
(subject to the provisions for adjustment hereinafter set forth). The
dividends and distributions on the Series A Preferred Stock to which
holders thereof are entitled pursuant to clause (i) of the first
sentence of this paragraph and pursuant to the second sentence of this
paragraph are hereinafter referred to as "Dividends" and the multiple
of such cash and non-cash dividends on the Common Stock applicable to
the determination of the Dividends, which shall be 1,000 initially but
shall be adjusted from time to time as hereinafter provided, is
hereinafter referred to as the "Dividend Multiple". In the event the
Company shall at any time after the date hereof declare or pay any
dividend or make any distribution on Common Stock payable in shares of
Common Stock, or effect a subdivision or split or a combination,
consolidation or reverse split of the outstanding shares of Common
Stock into a greater or lesser number of shares of Common Stock, then
in each such case the Dividend Multiple thereafter applicable to the
determination of the amount of Dividends which holders of shares of
Series A Preferred Stock shall be entitled to receive shall be the
C-
<PAGE>
<PAGE>
Dividend Multiple applicable immediately prior to such event
multiplied by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
(B) The Company shall declare each Dividend at the same
time it declares any cash or non-cash dividend or distribution on the
Common Stock in respect of which a Dividend is required to be paid.
No cash or non-cash dividend or distribution on the Common Stock in
respect of which a Dividend is required to be paid shall be paid or
set aside for payment on the Common Stock unless a Dividend in respect
of such dividend or distribution on the Common Stock shall be
simultaneously paid, or set aside for payment, on the Series A
Preferred Stock.
(C) Preferential Dividends shall begin to accrue on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issuance of any
shares of Series A Preferred Stock. Accrued but unpaid Preferential
Dividends shall cumulate but shall not bear interest. Preferential
Dividends paid on the shares of Series A Preferred Stock in an amount
less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share
basis among all such shares at the time outstanding.
C-
<PAGE>
<PAGE>
Section 3. Voting Rights. The holders of shares of Series
-------------
A Preferred Stock shall have the following voting rights:
(A) Each share of Series A Preferred Stock shall entitle
the holder thereof to one vote on all matters submitted to a vote of
the stockholders of the Company.
(B) Except as otherwise provided herein, in the Restated
Certificate of Incorporation or By-laws, the holders of shares of
Series A Preferred Stock and the holders of shares of Common Stock
shall vote together as one class on all matters submitted to a vote of
stockholders of the Company.
(C) In the event that the Preferential Dividends accrued on
the Series A Preferred Stock for four or more quarterly dividend
periods, whether consecutive or not, shall not have been declared and
paid or irrevocably set aside for payment, the holders of record of
Preferred Stock of the Company of all series (including the Series A
Preferred Stock), other than any series in respect of which such right
is expressly withheld by the Restated Certificate of Incorporation or
the authorizing resolutions included in any Certificate of
Designations therefor, shall have the right, at the next meeting of
stockholders called for the election of directors, to elect two
members to the Board of Directors, which directors shall be in
addition to the number required by the By-laws prior to such event, to
serve until the next Annual Meeting and until their successors are
elected and
C-
<PAGE>
<PAGE>
qualified or their earlier resignation, removal or incapacity or until
such earlier time as all accrued and unpaid Preferential Dividends
upon the outstanding shares of Series A Preferred Stock shall have
been paid (or irrevocably set aside for payment) in full. The holders
of shares of Series A Preferred Stock shall continue to have the right
to elect directors as provided by the immediately preceding sentence
until all accrued and unpaid Preferential Dividends upon the
outstanding shares of Series A Preferred Stock shall have been paid
(or set aside for payment) in full. Such directors may be removed and
replaced by such stockholders, and vacancies in such directorships may
be filled only by such stockholders (or by the remaining director
elected by such stockholders, if there be one) in the manner permitted
by law; provided, however, that any such action by stockholders shall
be taken at a meeting of stockholders and shall not be taken by
written consent thereto.
(D) Except as otherwise required by the Restated
Certificate of Incorporation or By-laws or set forth herein, holders
of Series A Preferred Stock shall have no other special voting rights
and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for
the taking of any corporate action.
C-
<PAGE>
<PAGE>
Section 4. Certain Restrictions.
--------------------
(A) Whenever Preferential Dividends or Dividends are in
arrears or the Company shall be in default of payment thereof,
thereafter and until all accrued and unpaid Preferential Dividends and
Dividends, whether or not declared, on shares of Series A Preferred
Stock outstanding shall have been paid or set irrevocably aside for
payment in full, and in addition to any and all other rights which any
holder of shares of Series A Preferred Stock may have in such
circumstances, the Company shall not
(i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration, any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock;
(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity as to
dividends with the Series A Preferred Stock, unless dividends are
paid ratably on the Series A Preferred Stock and all such parity
stock on which dividends are payable or in arrears in proportion
to the total amounts to which the holders of all such shares are
then entitled if the full dividends accrued thereon were to be
paid;
(iii) except as permitted by subparagraph (iv) of this
paragraph 4(A), redeem or purchase or otherwise acquire for
C-
<PAGE>
<PAGE>
consideration shares of any stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with
the Series A Preferred Stock, provided that the Company may at
any time redeem, purchase or otherwise acquire shares of any such
parity stock in exchange for shares of any stock of the Company
ranking junior (both as to dividends and upon liquidation,
dissolution or winding up) to the Series A Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any
shares of Series A Preferred Stock, or any shares of stock
ranking on a parity with the Series A Preferred Stock (either as
to dividends or upon liquidation, dissolution or winding up),
except in accordance with a purchase offer made to all holders of
such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and
classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.
(B) The Company shall not permit any Subsidiary (as
hereinafter defined) of the Company to purchase or otherwise acquire
for consideration any shares of stock of the Company unless the
Company could, under paragraph (A) of this Section 4, purchase or
otherwise acquire such shares at such time and in
C-
<PAGE>
<PAGE>
such manner. A "Subsidiary" of the Company shall mean any corporation
or other entity of which securities or other ownership interests
having ordinary voting power sufficient to elect a majority of the
board of directors of such corporation or other entity or other
persons performing similar functions are beneficially owned, directly
or indirectly, by the Company or by any corporation or other entity
that is otherwise controlled by the Company.
(C) The Company shall not issue any shares of Series A
Preferred Stock except upon exercise of Rights issued pursuant to that
certain Amended and Restated Rights Agreement between the Company and
Mellon Securities Trust Company, as Rights Agent, a copy of which is
on file with the Secretary of the Company at its principal executive
office and shall be made available to stockholders of record without
charge upon written request therefor addressed to said Secretary.
Notwithstanding the foregoing sentence, nothing contained in the
provisions hereof shall prohibit or restrict the Company from issuing
for any purpose any series of Preferred Stock with rights and
privileges similar to, different from, or greater than, those of the
Series A Preferred Stock.
Section 5. Reacquired Shares. Any shares of Series A
-----------------
Preferred Stock purchased or otherwise acquired by the Company in any
manner whatsoever shall be retired and cancelled promptly
C-
<PAGE>
<PAGE>
after the acquisition thereof. All such shares upon their retirement
and cancellation shall become authorized but unissued shares of
Preferred Stock, without designation as to series, and such shares may
be reissued as part of a new series of Preferred Stock to be created
by resolution or resolutions of the Board of Directors.
Section 6. Liquidation, Dissolution or Winding Up. Upon
--------------------------------------
any voluntary or involuntary liquidation, dissolution or winding up of
the Company, no distribution shall be made (i) to the holders of
shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock unless the holders of shares of Series A Preferred Stock shall
have received, subject to adjustment as hereinafter provided, (A)
$1,000.00 per share plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the
date of such payment or, (B) if greater than the amount specified in
clause (i)(A) of this sentence, an amount equal to 1,000 times the
aggregate amount to be distributed per share to holders of Common
Stock, as the same may be adjusted as hereinafter provided and (ii) to
the holders of stock ranking on a parity upon liquidation, dissolution
or winding up with the Series A Preferred Stock, unless simultaneously
therewith distributions are made ratably on the Series A Preferred
Stock and all other shares of such parity
C-
<PAGE>
<PAGE>
stock in proportion to the total amounts to which the holders of
shares of Series A Preferred Stock are entitled under clause (i)(A) of
this sentence and to which the holders of such parity shares are
entitled, in each case upon such liquidation, dissolution or winding
up. The amount to which holders of Series A Preferred Stock may be
entitled upon liquidation, dissolution or winding up of the Company
pursuant to clause (i)(B) of the foregoing sentence is hereinafter
referred to as the "Participating Liquidation Amount" and the multiple
of the amount to be distributed to holders of shares of Common Stock
upon the liquidation, dissolution or winding up of the Company
applicable pursuant to said clause to the determination of the
Participating Liquidation Amount, as said multiple may be adjusted
from time to time as hereinafter provided, is hereinafter referred to
as the "Liquidation Multiple". In the event the Company shall at any
time after the date hereof declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or split or
a combination, consolidation or reverse split of the outstanding
shares of Common Stock into a greater or lesser number of shares of
Common Stock, then, in each such case, the Liquidation Multiple
thereafter applicable to the determination of the Participating
Liquidation Amount to which holders of Series A Preferred Stock shall
be entitled after such event shall be the Liquidation Multiple
applicable immediately prior to such
C-
<PAGE>
<PAGE>
event multiplied by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
Section 7. Certain Reclassifications and Other Events.
----------------------------------- ------
(A) In the event that holders of shares of Common Stock of
the Company receive after the date hereof in respect of their shares
of Common Stock any share of capital stock of the Company (other than
any share of Common Stock of the Company), whether by way of
reclassification, recapitalization, reorganization, dividend or other
distribution or otherwise (a "Transaction"), then, and in each such
event, the dividend rights and rights upon the liquidation,
dissolution or winding up of the Company of the shares of Series A
Preferred Stock shall be adjusted so that after such event the holders
of Series A Preferred Stock shall be entitled, in respect of each
share of Series A Preferred Stock held, in addition to such rights in
respect thereof to which such holder was entitled immediately prior to
such adjustment, to (i) such additional dividends as equal the
Dividend Multiple in effect immediately prior to such Transaction
multiplied by the additional dividends which the holder of a share of
Common Stock shall be entitled to receive by virtue of the receipt in
the Transaction of such capital stock
C-
<PAGE>
<PAGE>
and (ii) such additional distributions upon liquidation, dissolution
or winding up of the Company as equal the Liquidation Multiple in
effect immediately prior to such Transaction multiplied by the
additional amount which the holder of a share of Common Stock shall be
entitled to receive upon liquidation, dissolution or winding up of the
Company by virtue of the receipt in the Transaction of such capital
stock, as the case may be, all as provided by the terms of such
capital stock.
(B) In the event that holders of shares of Common Stock of
the Company receive after the date hereof in respect of their shares
of Common Stock any right or warrant to purchase Common Stock
(including as such a right, for all purposes of this paragraph, any
security convertible into or exchangeable for Common Stock) at a
purchase price per share less than the Fair Market Value of a share of
Common Stock on the date of issuance of such right or warrant, then
and in each such event the dividend rights, voting rights and rights
upon the liquidation, dissolution or winding up of the Company of the
shares of Series A Preferred Stock shall each be adjusted so that
after such event the Dividend Multiple and the Liquidation Multiple
shall each be the product of the Dividend Multiple and the Liquidation
Multiple, as the case may be, in effect immediately prior to such
event multiplied by a fraction the numerator of which shall be the
number of shares of Common Stock outstanding immediately
C-
<PAGE>
<PAGE>
before such issuance of rights or warrants plus the maximum number of
shares of Common Stock which could be acquired upon exercise in full
of all such rights or warrants and the denominator of which shall be
the number of shares of Common Stock outstanding immediately before
such issuance of rights or warrants plus the number of shares of
Common Stock which could be purchased, at the Fair Market Value of the
Common Stock at the time of such issuance, by the maximum aggregate
consideration payable upon exercise in full of all such rights or
warrants.
(C) In the event that holders of shares of Common Stock of
the Company receive after the date hereof in respect of their shares
of Common Stock any right or warrant to purchase capital stock of the
Company (other than shares of Common Stock), including as such a
right, for all purposes of this paragraph, any security convertible
into or exchangeable for capital stock of the Company (other than
Common Stock), at a purchase price per share less than the Fair Market
Value of such shares of capital stock on the date of issuance of such
right or warrant, then and in each such event the dividend rights and
rights upon liquidation, dissolution or winding up of the Company of
the shares of Series A Preferred Stock shall each be adjusted so that
after such event each holder of a share of Series A Preferred Stock
shall be entitled, in respect of each share of Series A Preferred
Stock held, in addition to such rights in respect
C-
<PAGE>
<PAGE>
thereof to which such holder was entitled immediately prior to such
event, to receive (i) such additional dividends as equal the Dividend
Multiple in effect immediately prior to such event multiplied, first,
by the additional dividends to which the holder of a share of Common
Stock shall be entitled upon exercise of such right or warrant by
virtue of the capital stock which could be acquired upon such exercise
and multiplied again by the Discount Fraction (as hereinafter defined)
and (ii) such additional distributions upon liquidation, dissolution
or winding up of the Company as equal the Liquidation Multiple in
effect immediately prior to such event multiplied, first, by the
additional amount which the holder of a share of Common Stock shall be
entitled to receive upon liquidation, dissolution or winding up of the
Company upon exercise of such right or warrant by virtue of the
capital stock which could be acquired upon such exercise and
multiplied again by the Discount Fraction. For purposes of this
paragraph, the "Discount Fraction" shall be a fraction the numerator
of which shall be the difference between the Fair Market Value of a
share of the capital stock subject to a right or warrant distributed
to holders of shares of Common Stock of the Company as contemplated by
this paragraph immediately after the distribution thereof and the
purchase price per share for such share of capital stock pursuant to
such right or warrant and the denominator of which shall be the Fair
Market
C-
<PAGE>
<PAGE>
Value of a share of such capital stock immediately after the
distribution of such right or warrant.
(D) For purposes of this Certificate of Designations, the
"Fair Market Value" of a share of capital stock of the Company
(including a share of Common Stock) on any date shall be deemed to be
the average of the daily closing price per share thereof over the 30
consecutive Trading Days (as such term is hereinafter defined)
immediately prior to such date; provided, however, that, in the event
that such Fair Market Value of any such share of capital stock is
determined during a period which includes any date that is within 30
Trading Days after (i) the ex-dividend date for a dividend or
distribution on stock payable in shares of such stock or securities
convertible into shares of such stock, or (ii) the effective date of
any subdivision, split, combination, consolidation, reverse stock
split or reclassification of such stock, then, and in each such case,
the Fair Market Value shall be appropriately adjusted by the Board of
Directors of the Company to take into account ex-dividend or
post-effective date trading. 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 applicable transaction
reporting system with respect to securities listed or admitted to
trading on the New York Stock
C-
<PAGE>
<PAGE>
Exchange), or, if the shares are not listed or admitted to trading on
the New York Stock Exchange, as reported in the applicable transaction
reporting system with respect to securities listed on the principal
national securities exchange on which the shares are listed or
admitted to trading or, if the shares are not listed or admitted to
trading on any national securities exchange, the last quoted price or,
if not so quoted, the average of the high bid and low asked prices in
the over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") or
such other system then in use, or if on any such date the shares 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 shares selected by the Board of Directors of the
Company. The term "Trading Day" shall mean a day on which the
principal national securities exchange on which the shares are listed
or admitted to trading is open for the transaction of business or, if
the shares are not listed or admitted to trading on any national
securities exchange, on which the New York Stock Exchange or such
other national securities exchange as may be selected by the Board of
Directors of the Company is open. If the shares are not publicly held
or not so listed or traded on any day within the period of 30 Trading
Days applicable to the determination of Fair Market Value thereof as
C-
<PAGE>
<PAGE>
aforesaid, "Fair Market Value" shall mean the fair market value
thereof per share as determined in good faith by the Board of
Directors of the Company. In either case referred to in the foregoing
sentence, the determination of Fair Market Value shall be described in
a statement filed with the Secretary of the Company.
Section 8. Consolidation, Merger, etc. In case the Company
---------------------------
shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other
property, then in any such case each outstanding share of Series A
Preferred Stock shall at the same time be similarly exchanged for or
changed into the aggregate amount of stock, securities, cash and/or
other property (payable in like kind), as the case may be, for which
or into which each share of Common Stock is changed or exchanged
multiplied by the highest of the Dividend Multiple or the Liquidation
Multiple in effect immediately prior to such event.
Section 9. Effective Time of Adjustments.
-----------------------------
(A) Adjustments to the Series A Preferred Stock required by
the provisions hereof shall be effective as of the time at which the
event requiring such adjustments occurs.
(B) The Company shall give prompt written notice to each
holder of a share of Series A Preferred Stock of the effect
C-
<PAGE>
<PAGE>
of any adjustment to the voting rights, dividend rights or rights upon
liquidation, dissolution or winding up of the Company of such shares
required by the provisions hereof. Notwithstanding the foregoing
sentence, the failure of the Company to give such notice shall not
affect the validity of or the force or effect of or the requirement
for such adjustment.
Section 10. No Redemption. The shares of Series A
-------------
Preferred Stock shall not be redeemable at the option of the Company
or any holder thereof. Notwithstanding the foregoing sentence of this
Section, the Company may acquire shares of Series A Preferred Stock in
any other manner permitted by law, the provisions hereof and the
Restated Certificate of Incorporation of the Company.
Section 11. Ranking. Unless otherwise provided in the
-------
Restated Certificate of Incorporation of the Company or a Certificate
of Designations relating to a subsequent series of preferred stock of
the Company, the Series A Preferred Stock shall rank junior to all
other series of the Company's preferred stock as to the payment of
dividends and the distribution of assets on liquidation, dissolution
or winding up and senior to the Common Stock.
Section 12. Amendment. The provisions hereof and the
---------
Restated Certificate of Incorporation of the Company shall not be
amended in any manner which would adversely affect the rights,
C-
<PAGE>
<PAGE>
privileges or powers of the Series A Preferred Stock without, in
addition to any other vote of stockholders required by law, the
affirmative vote of the holders of two-thirds or more of the
outstanding shares of Series A Preferred Stock, voting together as a
single class.
IN WITNESS WHEREOF, I have executed and subscribed this
Certificate of Designations this 8th day of April, 1997.
______________________________
Name: Mark E. Southerst
Title: Vice President, General
Counsel and Secretary
C-
<PAGE>
