SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTERIM SERVICES INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State of incorporation or organization)
36-3536544
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(I.R.S. Employer Identification No.)
2050 Spectrum Boulevard, Ft. Lauderdale, Florida 33309
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
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Item 1. Description of Registrants Securities to be Registered.
On February 17, 1994, the Board of Directors of Interim Services Inc. (the
"Company") declared a dividend distribution of one right (a "Right") for each
outstanding share of Common Stock, $.01 par value (the "Common Stock"), of the
Company. The dividend was payable to the shareholders of record at the close of
business on April 1, 1994 (the "Record Date"). In addition, the Company
authorized the issuance of one Right with respect to each share of Common Stock
that became outstanding after the Record Date. Except as set forth below, each
Right, when exercisable, entitles the registered holder to purchase from the
Company one one-hundredth of a share of a new series of voting preferred stock,
designated as "Participating Preferred Stock," $.01 par value (the "Preferred
Stock"), at a price of $98.00 per one one-hundredth of a share (the "Purchase
Price"), subject to adjustment as described herein.
The initial description and terms of the Rights were set forth in a Rights
Agreement dated March 17, 1994 between the Company and Boatmen's Trust Company
("Boatmen's), as Rights Agent. On June 26, 1996, the Company, Boatmen's and
ChaseMellon Shareholder Services, L.L.C. ("Chase") entered into Amendment No. 1
to Rights Agreement whereby the Company removed Boatmen's as Right Agent and
appointed Chase as successor Rights Agent. On February 25, 1997, the Company and
Chase entered into Amendment No. 2 to Rights Agreement. The current description
and terms of the Rights are set forth in the Rights Agreement, as amended (the
"Rights Agreement")
As of the Record Date, the rights attached to all Common Stock certificates
representing shares then outstanding. The Rights also attached all Common Stock
certificates representing shares that became outstanding after the Record Date.
No separate Right certificates will be distributed until the earlier of (i)
either (a) a public announcement that, without the prior express written consent
of the Company to the actions in question, executed on behalf of the Company, by
a duly authorized officer of the Company following the express approval by
action of at least a majority of the members of the Board of Directors then in
office (the "Prior Written Approval of the Company"), a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, 15% or more of the outstanding shares of Common
Stock of the Company, or (b) the date on which the Company first has notice or
otherwise determines that a person has become an Acquiring Person (the first to
occur of the events in clause (a) or (b) above being called the "Stock
Acquisition Date"), or (ii) the close of business on the tenth business day
after (or such later date as may be determined by the Board of Directors, but in
no event later than the date set forth in Clause (i) above) the date of the
commencement, or first public announcement, of an intention to make a tender
offer or exchange offer (if such intention to commence remains in effect for
five business days after such commencement or announcement) without the Prior
Written Approval of the Company, for 15% or more of the outstanding shares of
such Common Stock (the earlier of the dates described in clause (i) or (ii)
above being called the "Distribution Date").
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Until the Distribution Date (or earlier redemption or expiration of the
Rights), certificates for Common Stock (including the Common Stock held in the
Company's treasury on the Record Date) that becomes outstanding after the Record
Date will contain a notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the Rights may only be transferred with the Company's Common Stock and the
surrender for transfer of any Common Stock certificates will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificates.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("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 then evidence
the Rights.
The Rights are not exercisable until the Distribution Date. Unless extended
by the Board of Directors, the Rights will expire on the earlier of (i) April 1,
2004, or (ii) the redemption or exchange of the Rights by the Company, as
described below (the "Final Expiration Date").
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the determination of a record date for the distribution of
holders of Preferred Stock, or (iii) upon the determination of a record date for
the distribution to holders of Preferred Stock or evidences of indebtedness,
cash or assets (excluding regular periodic cash dividends out of earnings or
retained earnings or dividends payable in Preferred Stock) or of convertible
securities, subscription rights or warrants (other than those referred to
above).
In the event that, following the Distribution Date: (i) the Company
consolidates with or merges into another person, (ii) any person consolidates
with or merges into the Company and the Company is the continuing or surviving
corporation of such merger and, in connection with such merger, all or part of
the Common Stock of the Company is changed into or exchanged for securities of
another person, cash or other property, or (iii) the Company sells or otherwise
transfers, in one or more transactions, 50% or more of its assets or earning
power, then proper provision shall be made so that each holder of a right (other
than the Acquiring Person or any affiliate or associate of the Acquiring Person)
shall thereafter have the right to receive, upon the exercise of the Right and
payment of the Purchase Price, that number of shares of common stock of the
surviving or purchasing company (or, in certain cases, one of its affiliates)
which at the time of such transaction would have a then current market value of
two times the Purchase Price (such right being called the "Merger Right").
In the event that any person shall become an Acquiring Person, proper
provision shall be made so that each holder of a Right (other than the Acquiring
Person or any affiliate or associate of the Acquiring Person) will have the
right to receive, upon the exercise of the Right
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and payment of the Purchase Price, that number of shares of Common Stock of the
Company having a then current market value of two times the Purchase Price of
the Right, subject to the availability of a sufficient number of treasury shares
or authorized but unissued shares, and then a common stock equivalent (such as
Preferred Stock or another equity security with at least the same economic value
as the Common Stock) having a then market value of two times the Purchase Price
of the Right (such right being called the "Subscription Right).
Upon the occurrence of any of the events giving rise to the exercisability
of the Subscription Right or the Merger Right, any Rights that are or were owned
by an Acquiring Person or an affiliate or an associate of an Acquiring Person
will become void insofar as they relate to the Subscription Right or Merger
Right and such holder will have no right to exercise such Rights from and after
the occurrence of such an event insofar as they relate to the Subscription Right
or the Merger Right.
With certain exceptions, no adjustments in the Purchase Price or the number
of shares covered by each Right will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price. No fractional
shares of Common Stock or other securities issuable upon exercise of he Rights
(other than Preferred Stock) will be issued. In lieu of fractional shares, an
adjustment in cash will be made based on the market price of the Common Stock on
the last trading date prior to the date of exercise of such Rights.
At any time prior to the date a person becomes an Acquiring Person (or the
earlier expiration of the Rights), a majority of the Board of Directors of the
Company may elect to redeem the Rights in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price"). Immediately upon the action of the
Board of Directors electing to redeem the Rights, the Company shall make
announcement thereof, and 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. The redemption of the Rights by the Board of Directors may be made
effective at such time, on such basis and with such conditions as the Board of
Directors may establish.
After a person or group has become an Acquiring Person, the Company may
exchange all or part of the then outstanding and exercisable Rights (other than
Rights owned by an Acquiring Person that became void with respect to the Merger
Right or the Subscription Right) for Common Stock or common stock equivalents at
an exchange ratio of one share of Common Stock (or equivalent value of common
stock equivalent) per Right. The Company may not effect such an exchange,
however, at any time after any person (other than the Company and related
entities), together with certain related parties, beneficially owns 50% or more
of the Common Stock. Upon action by the Company ordering such exchange, the
right to exercise the Rights subject to the exchange will terminate and the only
right of the holders of such Rights will be to receive shares of Common Stock
based on the above exchange ratio.
The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock the Company may
issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential quarterly dividend in an amount equal
to 100 times any dividend declared on each
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share of Common Stock, but in no event less than $1.00 per share. In the event
of liquidation, the holders of Preferred Stock will receive a preferred
liquidation payment equal to the greater of $100.00 or 100 times the payment
made per each share of Common Stock. Each share of Preferred Stock will have 100
votes on all matters submitted to the vote of shareholders of the Company and
vote together as one class with the holders of shares of the Company's Common
Stock and the holders of any other capital stock of the Company having general
voting rights. In the event of any merger, consolidation, combination or other
transaction in which shares of the Company's Common Stock are exchanged for
stock or securities of another person, cash or other property, each share of
Preferred Stock will be entitled to receive 100 times the amount and type of
consideration received per share of Common Stock. The rights of the Preferred
Stock as to dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary anti-dilution provisions. Fractional
shares of Preferred Stock in integral multiples of one one-hundredth of a share
of Preferred Stock will be issuable; however, the Company may elect to
distribute depository receipts in lieu of such fractional shares. In lieu of
fractional shares, other than fractions that are multiples of one one-hundredth
of a share, an adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of exercise of such
Rights.
The Company may from time to time supplement or amend the Rights Agreement
without the approval of any holders of Rights Certificates in order to (a) cure
any ambiguity, (b) to correct or supplement any provision contained therein
which may be defective or inconsistent with any other provisions therein, (c) to
shorten or lengthen any time period thereunder (including, without limitation,
to extend the Final Expiration Date), (d) increase or decrease the Purchase
Price, (e) lower the Acquiring Person threshold, or (f) to change or supplement
the provisions thereunder in any manner which the Company may deem necessary or
desirable and which will be consistent with, and for the purpose of fulfilling,
the objectives of the Board of Directors in adopting the Rights Agreement. Any
such supplement or amendment shall be evidenced by a writing signed by the
Company and the Rights Agent; provided, however, that from and after such time
as any person becomes an Acquiring Person, the Rights Agreement shall not be
amended in any manner which would adversely affect the interest of the holders
of Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, no rights
to vote, to receive dividends or distributions, to give or withhold consent to
any corporate action or to receive notice of meetings or other actions affecting
shareholders.
The distribution of the Rights was not taxable to the Company or its
shareholders. The Rights are not dilutive and do not affect reported earnings
per share. The Company received no proceeds from the issuance of the Rights as a
dividend.
As of the Record Date, the Company had a total of 11,500,000 shares of
Common stock issued, all of which were outstanding. Each outstanding share of
Common Stock on the Record Date received one Right. Each share of Common Stock
that became outstanding after the Record Date has also received one Right. As of
February 21, 1997, the Company had a total of
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19,480,846 shares of Common stock issued and outstanding. As of the Record Date,
and as of February 21, 1997, the Company had a total of 2,500,000 shares of
Preferred Stock authorized, of which no shares were outstanding. 250,000 shares
of Participating Preferred Stock of the Company are reserved for issuance upon
exercise of the Rights.
The Rights may have the effect of impeding a change in control of the
Company without the prior consent of the Company's Board of Directors. The
Rights will cause substantial dilution to a person that attempts to acquire the
Company without conditioning the offer on redemption of the Rights by the Board
of Directors of the Company or on the acquisition by such person of a
substantial number of Rights. The Rights should not interfere with any merger,
consolidation or other business combination approved by the Board of Directors
since the Rights may be redeemed by the Board as described above.
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration Statement:
1.1 Rights Agreement dated March 17, 1994 between the Company and Boatmen's
Trust Company, which includes as Exhibit B the form of Right Certificate,
filed on April 14, 1994 as Exhibit 1.1 to the Company's Registration
Statement on Form 8-A, is incorporated herein by reference.
2.1 Certificate of Designation, Preferences and Rights of Participating
Preferred Stock, filed on April 14, 1994 as Exhibit 2.1 to the Company's
Registration Statement on Form 8-A, is incorporated herein by reference.
3.1 Amendment No. 1 to Rights Agreement dated June 26, 1996 between the
Company, Boatmen's Trust Company, and ChaseMellon Shareholder Services,
L.L.C.
4.1 Amendment No. 2 to Rights Agreement dated February 25, 1997 between the
Company and ChaseMellon Shareholder Services, L.L.C.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amended Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 28, 1997. INTERIM SERVICES INC.
By: /s/ Raymond Marcy
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Name: Raymond Marcy
Title: President and Chief Executive Officer
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT is entered into as of the 26th day of June, 1996 by and
among INTERIM SERVICES INC., a Delaware corporation (the "Company"), BOATMEN'S
TRUST COMPANY ("Boatmen's"), and CHASE MELLON SHAREHOLDER SERVICES, L.L.P., a
New York limited liability partnership ("Chase" or "Successor Rights Agent").
R E C I T A L S
A. The Company and Boatmen's entered into that certain Rights Agreement
dated March 17, 1994, whereby the Company appointed Boatmen's as the Rights
Agent to act as agent for the Company and the holders of the Rights in
accordance with the terms and conditions of said Rights Agreement.
B. The Company desires to remove Boatmen's as Rights Agent and appoint
Chase as Successor Rights Agent.
C. The parties hereto desire that the Rights Agreement be amended to
accomplish the foregoing.
NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Pursuant to Sections 21 and 27 of the Rights Agreement:
(a) the Company hereby appoints CHASE MELLON SHAREHOLDER SERVICES, L.L.P.,
a New York limited liability partnership, whose principal office for the purpose
of this Amendment is 85 Challenger Road, Overpeck Center, Ridgefield Park, New
Jersey 07660, to act as agent for the Company and the holders of the Rights in
accordance with the terms and conditions of the Rights Agreement, and Chase
hereby accepts such appointment; and
(b) the Rights Agreement is hereby amended in its entirety as necessary or
appropriate to reflect the appointment of Chase as Successor Rights Agent
pursuant to this Amendment No. 1.
2. Chase represents, warrants and acknowledges to the Company that it is
either (a) a corporation organized and doing business under the laws of the
United States or of any state, in good standing, which is authorized under such
laws to exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which has as of the
date hereof a combined capital and surplus of at least $25,000,000, or (b) an
affiliate of a corporation described in clause (a) of this sentence.
3. Boatmen's, as the current Rights Agent, and Chase, as a current transfer
agent of the Company, each hereby expressly waives any prior or subsequent
notice requirements associated with the appointment of Chase as Successor Rights
Agent, including the notice provision of Section 21 of the Rights Agreement.
4. As promptly as practicable, and in any event within thirty (30) days
after
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the effective date hereof, Boatmen's shall deliver and transfer to Chase any
property or documentation (or copies thereof) held by Boatmen's regarding the
Rights Agreement, and shall execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose of this Amendment No. 1.
5. Upon completion by Boatmen's of the items set forth in paragraph 4
herein, the Company acquits, releases, and forever discharges Boatmen's of and
from all actions, suits, sums of money, damages, claims and liabilities
whatsoever which the Company may have had or hereafter may have with respect to
any aspect of the Rights Agreement.
6. The Company and Boatmen's agree to indemnify and hold Chase, as
Successor Rights Agent, harmless from and against any and all acts of Boatmen's,
as the predecessor Rights Agent, together with all liability arising therefrom.
7. On the effective date of this Amendment No. 1, Chase, as Successor
Rights Agent, shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent.
8. In all other respects, except as herein stated, the Rights Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to Rights Agreement, effective as of the date first above written.
INTERIM SERVICES INC.
By
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John B. Smith, Senior Vice-
President, Legal Counsel and
Secretary
BOATMEN'S TRUST COMPANY
By
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CHASE MELLON SHAREHOLDER
SERVICES, L.L.P.
By
---------------------------------
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AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 is entered into as of the 25th day of February, 1997,
by and among INTERIM SERVICES INC., a Delaware corporation (the "Company"), and
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a New York limited liability company
("Chase" or the "Rights Agent").
R E C I T A L S:
A. The Company and Boatmen's Trust Company entered into that certain Rights
Agreement dated March 17, 1994, whereby the Company appointed Boatmen's as the
Rights Agent to act as agent for the Company and the holders of the Rights in
accordance with the terms and conditions of said Rights Agreement.
B. The Company, Boatmen's Trust Company and Chase entered into that certain
Amendment No. 1 to Rights Agreement dated June 26, 1996 whereby the Company
removed Boatmen's as Rights Agent and appointed Chase as Successor Rights Agent
in accordance with the terms and conditions of said Rights Agreement.
C. The Company now wishes to amend certain additional provisions of the
Rights Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein and in the Rights Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Rights Agent hereby agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended (i) by deleting
the words "prior written approval of a majority of the Board of Directors" in
the fourth and fifth lines of such Section and substituting in place thereof the
words "Prior Written Approval of the Company", (ii) by adding the words "without
the Prior Written Approval of the Company" after the words "of the Company" in
the second to the last line of such Section, and (iii) by adding the following
sentence at the end of such Section:
"Any Person who or which, together with all Affiliates and
Associates of such Person, inadvertently becomes the Beneficial Owner
of securities of the Company representing 15% or more of Voting Power
of the Company or otherwise becomes a Beneficial Owner without a plan
or intention to acquire control of the Company, shall not become an
"Acquiring Person" so long as such Person, individually or together
with the Affiliates and Associates of such Person, promptly enters
into, and delivers to the Company, an irrevocable commitment to
promptly divest, and thereafter promptly divests (without exercising
or retaining any power, including voting, with respect to such
securities), sufficient securities of the Company so that such Person,
together with all Affiliates and Associates of such Person, ceases to
be the Beneficial Owner of 15% or more of the Voting Power of the
Company.
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2. Section 1(c)(i) is hereby amended by adding the following phrase at the
end of such Section:
", as determined pursuant to Rule 13d-3 of the General Rules and
Regulations under the Exchange Act as in effect on the date hereof".
3. Section 1(c) is hereby amended by adding the following new Section
1(c)(iv):
"Notwithstanding anything in this definition of Beneficial
Ownership to the contrary, the phrase "then outstanding", when used
with reference to a Person's Beneficial Ownership of securities of the
Company, shall mean the number of such securities then issued and
outstanding together with the number of such securities not then
actually issued and outstanding which such Person would be deemed to
own beneficially hereunder.
4. Section 1 of the Rights Agreement is hereby amended by deleting
Subsection (h), relettering Subsection (i) as Subsection (h), and adding the
following new Subsection (i):
"Prior Written Approval of the Company" shall mean prior express
written consent of the Company to the actions in question, executed on
behalf of the Company by a duly authorized officer of the Company
following the express approval by action of at least a majority of the
members of the Board of Directors then in office.
5. Section 1(l) of the Rights Agreement is hereby amended by (i) deleting
the words "any corporation or other entity" in the first and second lines of
said Section and substituting in place thereof the words "with respect to any
Person, any other Person", and (ii) by deleting the words "another corporation
or other entity and shall include Subsidiaries of Subsidiaries" in the sixth and
seventh lines of said Section and substituting in place thereof the words "such
Person or one or more of such Person's Subsidiaries".
6. Section 3(a) of the Rights Agreement is hereby amended (i) by deleting
the parenthetical language in the third and fourth lines of said Section and
substituting in place thereof the following: "(or such later date as may be
determined by action of the Board of Directors, but in no event later than the
date set forth in clause (i) above)", and (ii) by deleting the words "prior
written approval of a majority of the Board of Directors" in the thirteenth and
fourteenth lines of such Section and substituting in place thereof "Prior
Written Approval of the Company".
7. Section 3(c) of the Rights Agreement is hereby amended by inserting the
words "as it may from time to time be supplemented or amended" after the
parenthetical in the seventh line of such legend.
8. Section 5(a) of the Rights Agreement is hereby amended by deleting the
word "manually" in the eighth line of such Section, and inserting the words
"manually or by
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facsimile signature" after the word "countersigned" in the eighth line of
such Section.
9. Section 7(c) of the Rights Agreement is hereby amended by inserting the
words "or the Rights Agent" after the words "of the Company" in the ninth line
of such Section.
10. Section 7(e) of the Rights Agreement is hereby amended (i) by inserting
a comma after the words "Section 11(b)" in the sixth line of such Section, (ii)
by deleting the word "and" in the sixth line of such Section, (iii) by inserting
the words "and Section 24" after the words "Section 13(a)" in the seventh line
of said Section, and (iv) by inserting the following at the end of such Section
", or to receive any Common Stock in exchange therefor pursuant to the
provisions of Section 24 hereof."
11. Section 11(b) of the Rights Agreement is hereby amended (i) by deleting
the parenthetical language in the second through ninth lines of such Section,
(ii) by inserting the words "and Section 24" after the words "Section 7(e)" in
the eleventh line of such Section, and (iii) by deleting the words "for a period
of sixty days" in the eleventh and twelfth lines of such Section.
12. Section 11(q) of the Rights Agreement is hereby amended by inserting
the words "or exchanged pursuant to Section 24 hereof" after the word "hereof"
in the fourth line of such Section.
13. Section 11(r) of the Rights Agreement is hereby amended by inserting
the words "and 24" after the words "Section 23" in the third line of such
Section.
14. Section 12 of the Rights Agreement is hereby amended by deleting the
numeral "25" in the third from the last line of such Section and substituting in
place thereof the numeral "26".
15. Section 13(c) of the Rights Agreement is hereby amended by inserting
the following after the word "unless" in the second line of such Section:
"the Principal Party shall have a sufficient number of shares of
its authorized Common Stock which have not been issued or reserved for
issuance to permit the exercise in full of the Rights in accordance
with this Section 13, and unless".
16. Section 13 of the Rights Agreement is hereby amended by deleting
Subsection (d) of such Section.
17. Section 17 of the Rights Agreement is hereby amended by deleting the
numeral "24" in the fourth line from the bottom of such Section and substituting
in place thereof the numeral "25".
18. Section 21 of the Rights Agreement is hereby amended by deleting the
comma after the word "days" in the fourth line of such Section.
19. Section 22 of the Rights Agreement is hereby amended by adding the
following new paragraph at the end of such Section:
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"In addition, in connection with the issuance or sale of Common
Stock following the Distribution Date and prior to the redemption,
exchange or expiration of the Rights, the Company (a) shall with
respect to shares of Common Stock so issued or sold pursuant to the
exercise of stock options or under any employee benefit plan or
arrangement, or upon the exercise, conversion or exchange of
securities hereinafter issued by the Company, and (b) may, in any
other case, if deemed necessary or appropriate by the Board of
Directors of the Company, issue Rights Certificates representing the
appropriate number of Rights in connection with such issuance or sale;
provided, however, that (i) no such Rights Certificates shall be
issued if, and to the extent that, the Company shall be advised by
counsel that such issuance would create a significant risk of material
adverse tax consequences to the Company or the Person to whom such
Rights Certificates would be issued and (ii) no Rights Certificates
shall be issued if, and to the extent that, appropriate adjustment
shall otherwise have been made in lieu of the issuance thereof.
20. Section 23 of the Rights Agreement is hereby amended by deleting the
last sentence of Subsection (a) and all of Subsection (b) of such Section and
then adding the following at the end of Subsection (a):
"The redemption of the Rights by the Board of Directors may be
made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish."
21. Section 23 of the Rights Agreement is hereby amended by relettering
Subparagraphs (c) and (d) as Subparagraphs (b) and (c), respectively.
22. Section 23(c) (new Section 23(b)) of the Rights Agreement is hereby
amended (i) by inserting the words "or, when appropriate, immediately upon the
time or satisfaction of such conditions as the Board of Directors may have
established," after the word "Agent" in the fourth line of such Section, and
(ii) by inserting the words "the Rights Agent or, prior to the Distribution
Date, on the registry books of" after the word "books of" in the fifth line from
the bottom of such Section.
23. Section 23(d) (new Section 23(c)) of the Rights Agreement is hereby
amended by inserting the words "and Section 24 hereof" after the words "Section
23" in the fourth line of such Section.
24. Section 25 of the Rights Agreement is hereby amended (i) by inserting
the words "at any time after the Distribution Date" after the words "shall
propose" in the
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second line of the first full paragraph of such Section, (ii) by deleting the
numeral "25" in the twenty-seventh line of the first full paragraph of such
Section and substituting in place thereof the numeral "26", (iii) by deleting
the numeral "24" in the third line from the bottom of the first full paragraph
of such Section and substituting in place thereof the numeral "25", and (iv) by
deleting the numeral "25" in the fifth line of the second full paragraph of such
Section and substituting in place thereof the numeral "26".
25. Section 27 of the Rights Agreement is hereby amended by deleting
Section 27 and substituting in place thereof the following:
"Section 27. Supplements and Amendments. The Company may from
time to time supplement or amend this Agreement without the approval
of any holders of Right Certificates in order (a) to cure any
ambiguity, (b) to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provisions
herein, (c) to shorten or lengthen any time period hereunder
(including without limitation to extend the Final Expiration Date),
(d) increase or decrease the Purchase Price, or (e) to change or
supplement the provisions hereunder in any manner which the Company
may deem necessary or desirable which shall not adversely affect the
interests of the holders of Right Certificates (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person);
provided, however, that from and after such time as any Person becomes
an Acquiring person, this Agreement shall not be amended in any manner
which would adversely affect the interests of the holders of Rights;
provided further that this Agreement may not be supplemented or
amended to lengthen pursuant to clause (c) of this sentence, (A) the
time period relating to the when the Rights may be redeemed at such
time as the Rights are not then redeemable, or (B) any other time
period unless such lengthening is for the purpose of protecting,
enhancing or clarifying the rights of, and/or the benefits to, the
holders of the rights; provided further that the Company shall have
the right to make any changes unilaterally necessary to facilitate the
appointment of a successor Rights agent, which such changes shall be
set forth in a writing by the Company or by the Company and such
successor Rights Agent. Without limiting the foregoing, the Company
may at any time prior to such time as any Person becomes an Acquiring
Person amend this Agreement to lower the threshold set forth in
Section 1(a) hereof from 15% to not less than the greater of (i) any
percentage greater than the largest percentage of the Voting Power of
the Company then known by the Company to be beneficially owned by any
Person (other than the Company, any Subsidiary of the Company, or any
employee benefit plan or compensation arrangement of the Company or
any Subsidiary of the Company, and any entity holding securities of
the Company to the extent organized, appointed or established by the
Company or any such Subsidiary for or pursuant to the terms of any
such employee benefit plan or compensation arrangement) together with
all Affiliates or
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Associates of such Person and (ii) 10%. Upon the delivery of a
certificate from an appropriate officer of the Company which states
that the proposed supplement or amendment is in compliance with the
terms of this Section 27, the Rights Agent shall execute such
supplement or amendment.
In all other respects, except as herein stated, the Rights Agreement shall
remain in full force and effect.
This Amendment No. 2 may be executed in any number of counterparts, each of
which shall constitute an original, which such counterparts shall together
constitute but one and the same instrument. Terms not defined herein shall,
unless the context otherwise requires, have the meanings assigned to such terms
in the Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
Rights Agreement to be duly executed, effective as of the date first above
written.
INTERIM SERVICES INC. CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: By:
----------------------------- ----------------------------
John B. Smith
Secretary and General Counsel
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