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EXHIBIT 2
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (the "AMENDMENT"), dated as
of December 22, 2000, is entered into by and between Landstar System, Inc., a
Delaware corporation (the "COMPANY"), and Mellon Investor Services LLC,
(formerly Chase Mellon Shareholder Services, L.L.C.), as successor by merger to
Chemical Bank, as Rights Agent (the "RIGHTS AGENT").
WHEREAS, the Company and the Rights Agent have entered into a Rights
Agreement, dated as of February 10, 1993 (the "AGREEMENT");
WHEREAS, the Company wishes to amend the Agreement;
WHEREAS, Section 26 of the Agreement provides, among other things,
that prior to the Stock Acquisition Date the Company may, by resolution of its
Board of Directors, and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of the Agreement without the approval of any
holders of certificates representing shares of Common Stock; and
WHEREAS, the Board of Directors of the Company has approved this
Amendment and the Company has directed the Rights Agent to amend the Agreement
as provided herein.
NOW, THEREFORE, the Company and the Rights Agent hereby amend the
Agreement as follows:
1. Capitalized terms used in this Amendment without definition shall
have the meanings given to them in the Agreement.
2. The second sentence of Section 1(a) of the Agreement is hereby
amended and restated to read in its entirety as follows:
"Notwithstanding the foregoing, (X) no Person shall become an
"Acquiring Person" as a result of (i) an acquisition of Common Stock by
the Company which, by reducing the number of shares of Common Stock
outstanding, increases the proportionate number of shares of Common
Stock Beneficially Owned by such Person to 15% or more of the Common
Stock of the Company then outstanding, or (ii) an acquisition of
Beneficial Ownership of any shares of Common Stock by such Person which
causes such Person to Beneficially Own 15% or more of the Common Stock
of the Company then outstanding at any time when the fact that such
acquisition caused such Person to be the Beneficial Owner of 15% or
more
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of the Common Stock of the Company then outstanding is not discernible
based on the number of shares of Common Stock of the Company that have
most recently been reported as outstanding in any press release of the
Company or in any filing by the Company with the Securities and
Exchange Commission, PROVIDED, HOWEVER, that if a Person shall become
the Beneficial Owner of 15% or more of the Common Stock of the Company
by reason of any of the circumstances described in clause (i) or (ii)
of this subsection (x) and shall, after such fact is discernible based
on the number of shares of Common Stock of the Company that are
reported as outstanding in any press release of the Company or in any
filing by the Company with the Securities and Exchange Commission,
become the Beneficial Owner of any additional shares of Common Stock of
the Company other than as a direct or indirect result of any corporate
action taken by the Company, then such Person shall be deemed to be an
"Acquiring Person", and (Y) 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 Section 1(a), has become such inadvertently (including, without
limitation, because (I) such Person was unaware that it Beneficially
owned 15% or more of the Common Stock of the Company or (II) such
Person was aware of the extent of such Beneficial Ownership but such
Person acquired Beneficial Ownership of such shares of Common Stock
without the intention to change or influence the control of the Company
and without actual knowledge of the consequences of such Beneficial
Ownership under this Rights Agreement), and such Person divests itself
as promptly as practicable of a sufficient number of shares of Common
Stock so that such Person would no longer be an "Acquiring Person", as
defined pursuant to the foregoing provisions of this Section 1(a), then
such Person shall not be deemed to be, or have been, an "Acquiring
Person" for any purposes of this Agreement, and no Stock Acquisition
Date shall be deemed to have occurred."
3. Amendment to Section 20(c). Section 20(c) of the Rights Agreement
is hereby amended by adding the following words to the end of such section and
before the period:
", as finally determined by a court of competent jurisdiction. Anything
to the contrary notwithstanding, in no event shall the Rights Agent be
liable for special, punitive, indirect, consequential or incidental
loss or damage of any kind whatsoever (including but not limited to
lost profits), even if the Rights Agent has been advised of the
likelihood of such loss or damage"
4. The term "Agreement" as used in the Agreement shall be deemed to
refer to the Agreement as amended hereby.
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5. This Amendment shall be governed by and constructed in accordance
with the laws of the State of Delaware.
6. This Amendment shall be effective as of the date first above
written, and, except as set forth therein, the Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
7. This Amendment may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of this 22nd day of December, 2000.
LANDSTAR SYSTEM, INC.
By: /S/ MICHAEL L. HARVEY
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Name: Michael L. Harvey, Esq.
Title: Vice President and General Counsel
MELLON INVESTOR SERVICES LLC
By: /S/ DEBORAH BASS
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Name: Deborah Bass
Title: Assistant Vice President
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