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Exhibit 1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1, dated as of May 7, 2000, is between The Geon
Company, a Delaware corporation (the "Corporation") and The Bank of New York ,
as Rights Agent (the "Rights Agent").
Recitals
WHEREAS, the Corporation and the Rights Agent are parties to a
Rights Agreement, dated as of May 28, 1993, (the "Rights Agreement"); and
WHEREAS, The M.A. Hanna Company, a Delaware corporation ("Hanna"),
and the Corporation propose to enter into an Agreement and Plan of Consolidation
(as it may be amended from time to time pursuant to its terms, the
"Consolidation Agreement"), pursuant to which Hanna, the Corporation and a
to-be-formed Ohio corporation ("Newco") will consolidate (the "Consolidation").
The Board of Directors of the Corporation has approved the Consolidation
Agreement and the Consolidation; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Board
of Directors of the Corporation has determined that an amendment to the Rights
Agreement as set forth below is necessary and desirable in connection with the
foregoing and the Corporation and the Rights Agent desire to evidence such
amendment in writing;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties agree as follows:
1. AMENDMENT OF SECTION 1(a). Section 1(a) of the Rights Agreement
is amended to add the following sentence at the end of such Section:
"Notwithstanding anything in this Rights Agreement to the
contrary, neither Newco, Hanna nor any Affiliate of either
Newco or Hanna shall be deemed to be an Acquiring Person by
virtue of (i) the consummation of the Consolidation, (ii) the
execution of the Consolidation Agreement, or (iii) the
consummation of the other transactions contemplated in the
Consolidation Agreement, or any or all of the foregoing in
combination."
2. AMENDMENT OF SECTION 1(u). Section 1(u) of the Rights Agreement
is amended to add the following sentence at the end of such Section:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Triggering Event shall not be deemed to have
occurred
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as the result of (i) the consummation of the Consolidation,
(ii) the execution of the Consolidation Agreement, or (iii)
the consummation of the other transactions contemplated in the
Consolidation Agreement, or any or all of the foregoing in
combination."
3. AMENDMENT OF SECTION 1. Section 1 of the Rights Agreement is
amended to insert the following additional definitions to the end of such
Section:
(v) "Consolidation" shall have the meaning set forth in the
Consolidation Agreement.
(w) "Consolidation Agreement" shall mean that certain
Agreement and Plan of Consolidation dated as of May 7, 2000,
by and between Hanna and the Corporation, as amended from time
to time pursuant to its terms.
(x) "Hanna" shall mean The M.A. Hanna Company, a Delaware
corporation.
(y) "Newco" shall mean a to-be-formed Ohio corporation that
will participate in the Consolidation pursuant to the
Consolidation Agreement.
4. AMENDMENT OF SECTION 3(a). Section 3(a) of the Rights Agreement
is amended to add the following sentence at the end of such Section:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have
occurred as the result of (i) the consummation of the
Consolidation, (ii) the execution of the Consolidation
Agreement or (iii) the consummation of the other transactions
contemplated in the Consolidaiton Agreement, or any or all of
the foregoing in combination."
5. AMENDMENT OF SECTION 7(a). Section 7(a) of the Rights Agreement
is amended by striking the phrase:
"or (ii) the time at which such rights are redeemed as
provided in Section 23 hereof (the earlier of (i) or (ii)
being herein referred to as the "Expiration Date")."
at the end of such Section and substituting the phrase:
"(ii) the time at which such rights are redeemed as provided
in Section 23 hereof, or (iii) the consummation of the
Consolidation
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(the earlier of (i), (ii) or (iii) being herein referred to as
the "Expiration Date")."
6. AMENDMENT OF SECTION 13(d). Section 13(d) of the Rights Agreement
is amended to add the following sentence at the end of such Section:
"Furthermore, notwithstanding anything in this Rights
Agreement to the contrary, (i) the consummation of the
Consolidation, (ii) the execution of the Consolidation
Agreement and (iii) the consummation of the other transactions
contemplated in the Consolidation Agreement, separately or in
combination, shall not be deemed to be events of the type
described in the first sentence of this Section 13 and shall
not cause the Rights to be adjusted or exercisable in
accordance with, or any other action to be taken or right or
obligation to arise pursuant to, this Section 13."
7. EFFECTIVENESS. This Amendment shall be deemed effective as of the
date first written above, as if executed on such date. Except as amended hereby,
the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected by this Amendment No. 1.
8. MISCELLANEOUS. This Amendment 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 in accordance with the laws of such state applicable
to contracts to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, 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. If any provision, covenant
or restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be effected, impaired or invalidated.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.1
to be fully executed, all as of the date and year first above written.
THE GEON COMPANY
/s/ Gregory L. Rutman
By: Gregory L. Rutman
Its: Vice President
THE BANK OF NEW YORK
as Rights Agent
/s/ Ralph Chlanese
By: Ralph Chlanese
Its: Vice President
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