SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
C. R. Bard, Inc.
(Exact name of registrant as specified in its charter)
New Jersey No. 22-1454160
(State of incorporation or organization) (IRS Employer
Identification No.)
730 Central Avenue
Murray Hill, New Jersey 07974
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
Item 1. Description of Securities to be Registered.
On October 11, 1995, the Board of Directors of C. R.
Bard, Inc. (the "Company") declared a dividend of one common
share purchase right (the "Rights") on each outstanding share of
Company common stock, $.25 par value (the "Common Stock"),
payable on October 23, 1995 to stockholders of record as of
October 23, 1995.
Each Right will entitle the holder thereof until
October 23, 2005 (or, if earlier, the redemption of the Rights)
to buy one share of the Common Stock at an exercise price of
$120, subject to certain antidilution adjustments. The Rights
will be represented by the Common Stock certificates and will not
be exercisable, or transferable apart from the Common Stock until
the earlier of (i) the tenth day after the public announcement
that a person or group has acquired beneficial ownership of 20%
or more of the Common Stock or (ii) the tenth day after a person
commences, or announces an intention to commence, a tender or
exchange offer for 30% or more of the Common Stock (the earlier
of such dates being referred to herein as the "Distribution
Date"). Separate certificates representing the Rights will be
mailed to holders of the Common Stock as of the Distribution
Date. The Rights will first become exercisable on the
Distribution Date, unless earlier redeemed, and could then begin
trading separately from the Common Stock. At no time will the
Rights have any voting rights.
In the event that the Company is a party to a merger or
other business combination transaction, each Right will entitle
its holder to purchase, at the exercise price of the Right, that
number of shares of common stock of the surviving company which
at the time of such transaction would have a market value of two
times the exercise price of the Right. Alternatively, if a 20
percent holder were to acquire the Company by means of a reverse
merger in which the Company and its stock survive, or were to
engage in certain "self-dealing" transactions, each Right not
owned by the 20 percent holder would become exercisable for the
number of shares of the Common Stock which, at that time, would
have a market value of two times the exercise price of the Right.
The Rights are redeemable at $.05 per Right at any time
prior to the public announcement that a person or group has
acquired beneficial ownership of 20% or more of the Common Stock.
The Rights will expire on October 23, 2005 (unless earlier
redeemed). First Chicago Trust Company of New York ("First
Chicago") is the Rights Agent.
The purchase price payable, and the number of shares of
the Common Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the Common
Stock, (ii) as a result of the grant to holders of the Common
<PAGE>
Stock of certain rights or warrants to subscribe for the Common
Stock or convertible securities at less than the current market
price of the Common Stock or (iii) as a result of the
distribution to holders of the Common Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends
at a rate not in excess of 140% of the last cash dividend
theretofore paid or dividends payable in the Common Stock) or of
subscription rights or warrants (other than those referred to
above). With certain exceptions, no adjustment in the purchase
price will be required until cumulative adjustments require an
adjustment of at least 1% in such purchase price.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by the
Company's Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired.
The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights
may be redeemed by the Company at $.05 per Right at any time
prior to the public announcement that a person or group has
acquired beneficial ownership of 20% or more of the Common Stock.
The Rights Agreement, dated as of October 11, 1995,
between the Company and First Chicago, as Rights Agent,
specifying the terms of the Rights (which includes as exhibits
the form of Right Certificate and the Summary of Rights to
Purchase Common Stock) is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of
the Rights is qualified by reference to such exhibit.
<PAGE>
Item 2. Exhibits.
1. Rights Agreement dated as of October 11, 1995
between C. R. Bard, Inc. and First Chicago
Trust Company of New York, as Rights Agent,
which includes the form of Right Certificate
as Exhibit A and the Summary of Rights to
Purchase Common Stock as Exhibit B. Pursuant
to the Rights Agreement, printed Right
Certificates will not be mailed until as soon
as practicable after the earlier of the tenth
day after public announcement that a person
or group has acquired beneficial ownership of
20% or more of the Common Stock or the tenth
day after a person commences or announces its
intention to commence a tender or exchange
offer for 30% or more of the Common Stock.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
C. R. BARD, INC.
Dated: October 11, 1995 By /s/ William C. Bopp
William C. Bopp
Senior Vice President
and Chief Executive Officer
<PAGE>
_________________________________________________________________
EXHIBIT 1
C. R. BARD, INC.
and
FIRST CHICAGO TRUST COMPANY OF NEW YORK
Rights Agent
Rights Agreement
Dated as of October 11, 1995
_________________________________________________________________
<PAGE>
TABLE OF CONTENTS
Section 1. Certain Definitions. . . . . . . . . . . . . . 1
Section 2. Appointment of Rights Agent. . . . . . . . . . 4
Section 3. Issue of Right Certificates. . . . . . . . . . 5
Section 4. Form of Right Certificates. . . . . . . . . . 7
Section 5. Countersignature and Registration. . . . . . . 8
Section 6. Transfer, Split up, Combination and Exchange
of Right Certificates; Mutilated, Destroyed,
Lost or Stolen Right Certificates. . . . . . . 9
Section 7. Exercise of Rights; Purchase Price;
Expiration Date of Rights. . . . . . . . . . . 10
Section 8. Cancellation and Destruction of Right
Certificates. . . . . . . . . . . . . . . . . 12
Section 9. Reservation and Availability of Common
Shares. . . . . . . . . . . . . . . . . . . . 13
Section 10. Common Shares Record Date. . . . . . . . . . . 14
Section 11. Adjustment of Purchase Price, Number of
Shares or Number of Rights. . . . . . . . . . 15
Section 12. Certificate of Adjusted Purchase Price or
Number of Shares. . . . . . . . . . . . . . . 32
Section 13. Consolidation, Merger or Sale or Transfer of
Assets or Earning Power. . . . . . . . . . . . 32
Section 14. Fractional Rights and Fractional Shares. . . . 34
Section 15. Rights of Action. . . . . . . . . . . . . . . 36
Section 16. Agreement of Right Holders. . . . . . . . . . 37
Section 17. Right Certificate Holder Not Deemed a
Stockholder. . . . . . . . . . . . . . . . . . 38
Section 18. Concerning the Rights Agent. . . . . . . . . . 38
Section 19. Merger or Consolidation or Change of Name of
Rights Agent. . . . . . . . . . . . . . . . . 39
Section 20. Duties of Rights Agent. . . . . . . . . . . . 41
i
<PAGE>
Section 21. Change of Rights Agent. . . . . . . . . . . . 44
Section 22. Issuance of New Right Certificates. . . . . . 46
Section 23. Redemption. . . . . . . . . . . . . . . . . . 46
Section 24. Notice of Certain Events. . . . . . . . . . . 47
Section 25. Notices. . . . . . . . . . . . . . . . . . . . 49
Section 26. Supplements and Amendments. . . . . . . . . . 50
Section 27. Successors. . . . . . . . . . . . . . . . . . 50
Section 28. Benefits of this Agreement. . . . . . . . . . 51
Section 29. Severability. . . . . . . . . . . . . . . . . 51
Section 30. Governing Law. . . . . . . . . . . . . . . . . 51
Section 31. Counterparts. . . . . . . . . . . . . . . . . 51
Section 32. Descriptive Headings. . . . . . . . . . . . . 52
ii
<PAGE>
RIGHTS AGREEMENT
Agreement, dated as of October 11, 1995, between C. R.
Bard, Inc., a New Jersey corporation (the "Company"), and First
Chicago Trust Company of New York, a New York corporation (the
"Rights Agent").
The Board of Directors of the Company has authorized
and declared a dividend of one Right for each share of Common
Stock, $.25 par value, of the Company ("Common Share")
outstanding on October 23, 1995 and has authorized the issuance
of one Right with respect to each Common Share that shall become
outstanding between October 23, 1995 and the earlier of the
Distribution Date, the Expiration Date and the Final Expiration
Date (as such terms are defined in Sections 3 and 7 hereof), each
right representing the right to purchase one Common Share.
Accordingly, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as
follows:
Section 1. Certain Definitions. For purposes of this
Agreement, the following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person (as such
term is hereinafter defined) who or which, together with all
Affiliates and Associates (as such terms are hereinafter
defined) of such Person, shall be the Beneficial Owner (as
such term is hereinafter defined) of 20% or more of the
Common Shares then outstanding, but shall not include any
<PAGE>
2
employee benefit plan of the Company or an entity holding
Common Shares for or pursuant to the terms of any such plan.
(b) "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of
the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as in
effect on October 23, 1995.
(c) A Person shall be deemed the "Beneficial Owner" of
and shall be deemed to "beneficially own" any securities:
(i) which such Person or any of such Person's
Affiliates or Associates beneficially owns, directly or
indirectly;
(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) pursuant to any agreement,
arrangement or understanding, or upon the exercise of
conversion rights, exchange rights, 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 or on behalf of such Person or any of
such Person's Affiliates or Associates until such
tendered securities are accepted for purchase; or (B)
<PAGE>
3
the right to vote pursuant to any agreement,
arrangement or understanding; provided, however, that a
Person shall not be deemed the Beneficial Owner of, or
to beneficially own, any security if the agreement,
arrangement or understanding to vote such security (1)
arises solely from a revocable proxy given to such
Person in response to a public proxy or consent
solicitation made pursuant to, and in accordance with,
the applicable rules and regulations of the Exchange
Act and (2) is not also then reportable on Schedule 13D
under the Exchange Act (or any comparable or successor
report); 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 for the
purpose of acquiring, holding, voting or disposing of
any securities of the Company.
(d) "Business Day" shall mean any day other than a
Saturday, Sunday, or a day on which banking institutions in
the State of New York are authorized or obligated by law or
executive order to close.
(e) "Close of business" on any given date shall mean
5:00 P.M., New York City time, on such date; provided,
however, that if such date is not a Business Day it shall
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4
mean 5:00 P.M., New York City time, on the next succeeding
Business Day.
(f) "Common Shares" when used with reference to the
Company shall mean the shares of Common Stock, $.25 par
value, of the Company. "Common Shares" when used with
reference to any Person other than the Company shall mean
the capital stock with the greatest voting power of such
Person or, if such Person is a subsidiary of another Person,
the Person which ultimately controls such first-mentioned
Person.
(g) "Person" shall mean any individual, firm,
corporation or other entity.
(h) "Section 11(a)(ii) Event" shall mean any event
described in Section 11(a)(ii)(A) or (B) hereof.
(i) "Shares Acquisition Date" shall mean the first
date of public announcement by the Company or an Acquiring
Person that an Acquiring Person has become such.
Section 2. Appointment of Rights Agent. The Company
hereby appoints the Rights Agent to act as agent for the Company
and the holders of the Rights (who, in accordance with Section 3
hereof, shall prior to the Distribution Date also be the holders
of the Common Shares) 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.
<PAGE>
5
Section 3. Issue of Right Certificates. (a) Until
the earlier of (i) the tenth day after the Shares Acquisition
Date or (ii) the tenth day after the date of the commencement of,
or first public announcement of the intent of any Person (other
than the Company or any employee benefit plan of the Company) to
commence, a tender or exchange offer for 30% or more of the
outstanding Common Shares (including any such date which is after
the date of this Agreement and prior to the issuance of the
Rights; the earlier of such dates being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject
to the provisions of paragraph (b) of this Section 3) by the
certificates for Common Shares registered in the names of the
holders thereof (which certificates for Common Shares shall also
be deemed to be Right Certificates) and not by separate Right
Certificates, and (y) the right to receive Right Certificates
will be transferable only in connection with the transfer of
Common Shares. As soon as practicable after the Distribution
Date, the Rights Agent will send, by first-class, postage prepaid
mail, to each record holder of Common Shares as of the close of
business on the Distribution Date, at the address of such holder
shown on the records of the Company, a Right Certificate, in
substantially the form of Exhibit A hereto, evidencing one Right
for each Common Share so held. As of the Distribution Date, the
Rights will be evidenced solely by such Right Certificates.
<PAGE>
6
(b) On October 23, 1995 or as soon as practicable
thereafter, the Company will send a copy of a Summary of Rights
to Purchase Common Shares, in substantially the form attached
hereto as Exhibit B (the "Summary of Rights"), by first-class,
postage prepaid mail, to each record holder of Common Shares as
of the close of business on October 23, 1995 at the address of
such holder shown on the records of the Company. With respect to
certificates for Common Shares outstanding as of October 23,
1995, until the Distribution Date, the Rights will be evidenced
by such certificates for Common Shares registered in the names of
the holders thereof (together with a copy of the Summary of
Rights). Until the Distribution Date (or the earlier Expiration
Date or Final Expiration Date), the surrender for transfer of any
certificate for Common Shares outstanding on October 23, 1995,
with or without a copy of the Summary of Rights attached thereto,
shall also constitute the transfer of the Rights associated with
the Common Shares represented thereby.
(c) Certificates for Common Shares issued after
October 23, 1995 but prior to the earlier of the Distribution
Date or the Expiration Date or the Final Expiration Date (as such
terms are defined in Section 7 hereof) shall have impressed on,
printed on, written on or otherwise affixed to them the following
legend:
This certificate also evidences and entitles the
holder hereof to certain Rights as set forth in a
Rights Agreement between C. R. Bard, Inc. and
First Chicago Trust Company of New York dated as
<PAGE>
7
of October 11, 1995 (the "Rights Agreement"), the
terms of which are hereby incorporated herein by
reference and a copy of which is on file at the
principal executive offices of C. R. Bard, Inc.
Under certain circumstances, as set forth in the
Rights Agreement, such Rights will be evidenced by
separate certificates and will no longer be
evidenced by this certificate. C. R. Bard, Inc.
will mail to the 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, Rights issued to
Acquiring Persons (as defined in the Rights
Agreement) may become null and void.
With respect to such certificates containing the foregoing
legend, until the Distribution Date, the Rights associated with
the Common Shares represented by such certificates shall be
evidenced by such certificates alone, and the surrender for
transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares
represented thereby.
Section 4. Form of Right Certificates. The Right
Certificates (and the forms of election to purchase shares and of
assignment to be printed on the reverse thereof) shall be
substantially the same as Exhibit A hereto and may have such
marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of
this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on
which the Rights may from time to time be listed, or to conform
<PAGE>
8
to usage. Subject to the provisions of Section 22 hereof, the
Right Certificates, whenever issued, shall be dated as of October
23, 1995, and on their face shall entitle the holders thereof to
purchase such number of Common Shares as shall be set forth
therein at the price per share set forth therein (the "Purchase
Price"), but the number of such shares and the Purchase Price
shall be subject to adjustment as provided herein.
Section 5. Countersignature and Registration. The
Right Certificates shall be executed on behalf of the Company by
its Chairman of the Board or President or any Vice President,
either manually or by facsimile signature, and have affixed
thereto the Company's seal or a facsimile thereof which shall be
attested by the Secretary or an Assistant Secretary of the
Company, either manually or by facsimile signature. The Right
Certificates shall be manually countersigned by the Rights Agent
and shall not be valid for any purpose unless so countersigned.
In case any officer of the Company who shall have signed any of
the Right Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance
and delivery by the Company, such Right Certificates,
nevertheless, may be countersigned by the Rights Agent, and
issued and delivered by the Company with the same force and
effect as though the person who signed such Right Certificates
had not ceased to be such officer of the Company; and any Right
Certificate may be signed on behalf of the Company by any person
<PAGE>
9
who, at the actual date of the execution of such Right
Certificate, shall be a proper officer of the Company to sign
such Right Certificate, although at the date of the execution of
this Rights Agreement any such person was not such an officer.
Following the Distribution Date, the Rights Agent will
keep or cause to be kept, at one of its offices in New York, New
York, 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. Subject to the provisions of Section
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 or Certificates may be transferred, split
up, combined or exchanged for another Right Certificate or Right
Certificates, entitling the registered holder to purchase a like
number of Common Shares as the Right Certificate or Right
Certificates surrendered then entitled such holder to purchase.
Any registered holder desiring to transfer, split up, combine or
exchange any Right Certificate shall make such request in writing
<PAGE>
10
delivered to the Rights Agent, and shall surrender the Right
Certificate or Right Certificates to be transferred, split up,
combined or exchanged at the principal office of the Rights
Agent. Thereupon the Rights Agent shall countersign and deliver
to the person entitled thereto a Right Certificate or Right
Certificates, as the case may be, as so requested. The Company
may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Right
Certificates.
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, at the Company's request,
reimbursement to the Company and the Rights Agent of all
reasonable expenses incidental thereto, and upon surrender to the
Rights Agent and cancellation of the Right Certificate if
mutilated, the Company will make and deliver a new Right
Certificate of like tenor to the Rights Agent for delivery to the
registered owner in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.
Section 7. Exercise of Rights; Purchase Price;
Expiration Date of Rights. (a) The registered holder of
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11
any Right Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein) in whole or in part at any
time after the Distribution Date upon surrender of the Right
Certificate, with the form of election to purchase on the reverse
side thereof duly executed, to the Rights Agent at the principal
office of the Rights Agent in New York, New York, together with
payment of the Purchase Price for each Common Share as to which
the Rights are exercised, at or prior to the earlier of (i) the
close of business on October 23, 2005 (the "Final Expiration
Date"), or (ii) the time at which the Rights are redeemed as
provided in Section 23 hereof (such earlier time being herein
referred to as the "Expiration Date").
(b) The Purchase Price for each Common Share pursuant
to the exercise of a Right shall initially be $120, shall be
subject to adjustment from time to time as provided in Sections
11 and 13 hereof and shall be payable in lawful money of the
United States of America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly
executed, accompanied by payment of the Purchase Price for the
shares to be purchased and an amount equal to any applicable
transfer tax in cash, or by certified check or bank draft payable
to the order of the Company, the Rights Agent shall thereupon
promptly (i) requisition from any transfer agent of the Common
Shares (or make available, if the Rights Agent is the transfer
<PAGE>
12
agent) certificates for the number of Common Shares to be
purchased and the Company hereby irrevocably authorizes its
transfer agent to comply with all such requests, (ii) when
appropriate, requisition from the Company the amount of cash to
be paid in lieu of issuance of fractional shares in accordance
with Section 14, (iii) promptly after receipt of such
certificates, cause the same to be delivered to or upon the order
of the registered holder of such Right Certificate, registered in
such name or names as may be designated by such holder and (iv)
when appropriate, after receipt promptly deliver such cash to or
upon the order of the registered holder of such Right
Certificate.
(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 and delivered to the registered holder of such Right
Certificate or to his duly authorized assigns, subject to the
provisions of Section 14 hereof.
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
<PAGE>
13
by it, and no Right Certificates shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this
Rights Agreement. The Company shall deliver to the Rights Agent
for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or
acquired by the Company otherwise than upon the exercise thereof.
The Rights Agent shall deliver all cancelled Right Certificates
to the 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 Common
Shares. The Company covenants and agrees that it will cause to
be reserved and kept available out of its authorized and unissued
Common Shares or any authorized and issued Common Shares held in
its treasury, the number of Common Shares that will be sufficient
to permit the exercise in full of all outstanding Rights.
So long as the Common Shares issuable upon the exercise
of Rights may be listed on any national securities exchange, the
Company shall use its best efforts to cause, from and after such
time as the Rights become exercisable, all such shares reserved
for such issuance to be listed on such exchange upon official
notice of issuance upon such exercise.
The Company covenants and agrees that it will take all
such action as may be necessary to ensure that all Common Shares
delivered upon exercise of Rights shall, at the time of delivery
<PAGE>
14
of the certificates for such shares (subject to payment of the
Purchase Price), be duly and validly authorized and issued and
fully paid and nonassessable shares.
The Company further covenants and agrees that it will
pay when due and payable any and all federal and state transfer
taxes and charges which may be payable in respect of the issuance
or delivery of the Right Certificates or of any Common Shares
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 Right Certificates to a person
other than, or the issuance or delivery of certificates for the
Common Shares in a name other than that of, the registered holder
of the Right Certificate evidencing Rights surrendered for
exercise or to issue or deliver any certificates for Common
Shares upon the exercise of any Rights until any such tax shall
have been paid (any such tax being payable by the holder of such
Right Certificate at the time of surrender) or until it has been
established to the Company's satisfaction that no such tax is
due.
Section 10. Common Shares Record Date. Each person in
whose name any certificate for Common Shares is issued upon the
exercise of Rights shall for all purposes be deemed to have
become the holder of record of the Common Shares represented
thereby on, and such certificate shall be dated, the date upon
which the Right Certificate evidencing such Rights was duly
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15
surrendered and payment of the Purchase 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 Common Shares
transfer books of the Company are closed, such person shall be
deemed to have become the record holder of such shares on, and
such certificate shall be dated, the next succeeding business day
on which the Common Shares transfer books of the Company are
open. Prior to the exercise of the Rights evidenced thereby, the
holder of a Right Certificate shall not be entitled to any rights
of a stockholder of the Company with respect to shares for which
the Rights shall be exercisable, including, without limitation,
the right to vote, to receive dividends or other distributions or
to exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as
provided herein.
Section 11. Adjustment of Purchase Price, Number of
Shares or Number of Rights. The Purchase Price, the number of
shares covered by each Right and the number of Rights outstanding
are subject to adjustment from time to time as provided in this
Section 11.
(a) (i) In the event the Company shall at any time
after the date of this Agreement (A) declare a dividend on the
Common Shares payable in Common Shares, (B) subdivide the
outstanding Common Shares, (C) combine the outstanding Common
Shares into a smaller number of shares or (D) issue any shares of
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16
its capital stock in a reclassification of the Common Shares
(including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or
surviving corporation), except as otherwise provided in this
Section 11(a), the Purchase Price in effect at the time of the
record date for such dividend or of the effective date of such
subdivision, combination or reclassification, and the number and
kind of shares of capital stock issuable on such date, shall be
proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the
aggregate number and kind of shares of capital stock which, if
such Right had been exercised immediately prior to such date and
at a time when the Common Shares transfer books of the Company
were open, he would have owned upon such exercise and been
entitled to receive by virtue of such dividend, subdivision,
combination or reclassification. If an event occurs which would
require an adjustment under both Section 11(a)(i) and Section
11(a)(ii), the adjustment provided for in this Section 11(a)(i)
shall be in addition to, and shall be made prior to, any
adjustment required pursuant to Section 11(a)(ii).
(ii) In the event
(A) any Acquiring Person or any Associate or Affiliate
of any Acquiring Person, at any time after the date of this
Agreement, directly or indirectly, (1) shall merge into the
Company or otherwise combine with the Company and the
<PAGE>
17
Company shall be the continuing or surviving corporation of
such merger or combination and the Common Shares of the
Company shall remain outstanding and unchanged, (2) shall,
in one or more transactions, transfer any assets to the
Company in exchange (in whole or in part) for Common Shares
or for securities exercisable for or convertible into Common
Shares or otherwise obtain from the Company, with or without
consideration, any additional Common Shares or securities
exercisable for or convertible into Common Shares (other
than as part of a pro rata distribution to all holders of
Common Shares), (3) shall sell, purchase, lease, exchange,
mortgage, pledge, transfer or otherwise dispose (in one or
more transactions), to, from or with, as the case may be,
the Company or any of its subsidiaries, assets on terms and
conditions less favorable to the Company than the Company
would be able to obtain in arm's-length negotiation with an
unaffiliated third party, (4) shall receive any compensation
from the Company or any of the Company's subsidiaries other
than compensation for full-time employment as a regular
employee at rates in accordance with the Company's (or its
subsidiaries') past practices, or (5) shall receive the
benefit, directly or indirectly (except proportionately as a
stockholder), of any loans, advances, guarantees, pledges or
other financial assistance or any tax credits or other tax
<PAGE>
18
advantage provided by the Company or any of its
subsidiaries, or
(B) during such time as there is an Acquiring Person,
there shall be any reclassification of securities (including
any reverse stock split), or recapitalization of the
Company, or any merger or consolidation of the Company with
any of its subsidiaries or any other transaction or series
of transactions (whether or not with or into or otherwise
involving an Acquiring Person) which has the effect,
directly or indirectly, of increasing by more than 1% the
proportionate share of the outstanding shares of any class
of equity securities or of securities exercisable for or
convertible into securities of the Company or any of its
subsidiaries which is directly or indirectly owned by any
Acquiring Person or any Associate or Affiliate of any
Acquiring Person,
then, and in each such case, proper provision shall be made so
that each holder of a Right, except as provided below, shall
thereafter have a right to receive, upon exercise thereof at the
then current Purchase Price in accordance with the terms of this
Agreement, such number of Common Shares as shall equal the result
obtained by (x) multiplying the then current Purchase Price by
the then number of Common Shares for which a Right is then
exercisable and dividing that product by (y) 50% of the current
per share market price of the Common Shares (determined pursuant
<PAGE>
19
to Section 11(d)) on the date of the occurrence of any one of the
events listed above in this subparagraph (ii) (such number of
shares is herein called the "Adjustment Shares").
Notwithstanding the foregoing, upon the occurrence of any of the
events listed above in this subparagraph (ii), any Rights that
are or were at any time beneficially owned by the Acquiring
Person or any Associate or Affiliate of the Acquiring Person
shall become void and any holder of such Rights shall thereafter
have no right to exercise such Rights under any provision of this
Agreement. Any Right Certificate issued pursuant to Section 3
hereof that represents Rights beneficially owned by an Acquiring
Person or any Associate or Affiliate thereof and any Right
Certificate issued at any time upon the transfer of any Rights to
an Acquiring Person or any Associate or Affiliate thereof or to
any nominee of such Acquiring Person, Associate or Affiliate, and
any Right Certificate issued pursuant to Section 6 or this
Section 11 upon transfer, exchange, replacement or adjustment of
any other Right Certificate referred to in this sentence, shall
contain the following legend:
The Rights represented by this Right Certificate
were issued to a Person who was an Acquiring
Person or an Affiliate or an Associate of an
Acquiring Person. This Right Certificate and the
Rights represented hereby may become void in the
circumstances specified in Section 11(a)(ii) of
the Rights Agreement.
For the purposes of this section, "subsidiaries" shall mean any
corporations or other entities of which a majority of the voting
<PAGE>
20
power of the voting equity securities or equity interests is
owned, directly or indirectly, by the Company.
(iii) In the event that the number of Common Shares
which are authorized by the Company's certificate of
incorporation but not outstanding or reserved for issuance for
purposes other than upon exercise of the Rights is not sufficient
to permit the exercise in full of the Rights in accordance with
Section 11(a)(ii) and the Rights shall become so exercisable, the
Company shall, to the extent permitted by applicable law and any
material agreements in effect on the date hereof to which the
Company is a party: (A) determine the value of the Adjustment
Shares issuable upon the exercise of a Right (the "Current
Value") and (B) with respect to each Right, upon exercise of such
Right, issue Common Shares to the extent available for the
exercise in full of such Right and, to the extent Common Shares
are not so available, make adequate provision to substitute for
the Adjustment Shares not received upon exercise of such Right
(1) cash, (2) other equity securities of the Company (including,
without limitation, shares, or fractions of shares, of preference
stock which, by virtue of having dividend, voting and liquidation
rights substantially comparable to those of the Common Shares,
are deemed in good faith by the Board of Directors to have
substantially the same value as shares of the Common Shares (such
shares or fractions of shares of preference stock or other equity
securities are herein called "Common Shares equivalents"), (3)
<PAGE>
21
debt securities of the Company, (4) other assets, (5) a reduction
of the Purchase Price or (6) any combination of the foregoing,
having a value which, when added to the value of the Common
Shares actually issued upon exercise of such Right, shall have an
aggregate value equal to the Current Value, where such aggregate
value has been determined in good faith by the Board of Directors
based upon the advice of a nationally recognized independent
investment banking firm selected in good faith by the Board of
Directors; provided, however, if the Company shall not have made
adequate provision to deliver value pursuant to clause (B) above
within thirty days following the date (the "Section 11(a)(ii)
Trigger Date") which is the later of (x) the first occurrence of
a Section 11(a)(ii) Event and (y) the date on which the Company's
right of redemption pursuant to Section 23(a) expires, then the
Company shall be obligated to deliver, upon the surrender for
exercise of a Right and without requiring payment of the Purchase
Price, Common Shares (to the extent available) and then, if
necessary, cash, which shares and/or cash have an aggregate value
equal to the excess of (x) the Current Value over (y) the then
current Purchase Price multiplied by the then number of Common
Shares for which a Right was exercisable immediately prior to the
first occurrence of a Section 11(a)(ii) Event. If the Board of
Directors shall determine in good faith that it is likely that
sufficient additional Common Shares could be authorized for
issuance upon exercise in full of the Rights, the thirty-day
<PAGE>
22
period set forth above may be extended to the extent necessary,
but not more than ninety days after the Section 11(a)(ii) Trigger
Date, in order that the Company may seek shareholder approval for
the authorization of such additional shares (such thirty-day
period, as it may be extended, is herein called the "Substitution
Period"). To the extent that the Company determines that some
action must be taken pursuant to the first and/or second sentence
of this Section 11(a)(iii), the Company (x) shall provide,
subject to Section 11(a)(ii) hereof and the last sentence of this
Section 11(a)(iii), that such action shall apply uniformly to all
outstanding Rights, and (y) may suspend the exercisability of the
Rights until the expiration of the Substitution Period in order
to seek any authorization of additional shares and/or to decide
the appropriate form of distribution to be made pursuant to such
first sentence and to determine the value thereof. In the event
of any such suspension, the Company shall issue a public
announcement and shall give simultaneous written notice to the
Rights Agent stating that the exercisability of the Rights has
been temporarily suspended, as well as a public announcement at
such time as the suspension is no longer in effect. For purposes
of this Section 11(a)(iii), the value of the Common Shares shall
be the current per share market price of the Common Shares (as
defined in Section 11(d)) on the Section 11(a)(ii) Trigger Date
and the per share or per unit value of any "Common Share
equivalent" shall be deemed to equal the current per share market
<PAGE>
23
price of the Common Shares (as defined in Section 11(d)) on such
date. The Board of Directors may, but shall not be required to,
establish procedures to allocate the right to receive Common
Shares upon the exercise of the Rights among holders of Rights
pursuant to this Section 11(a)(iii).
(b) In the case the Company shall fix a record date
for the issuance of rights or warrants to all holders of Common
Shares entitling them (for a period expiring within 45 calendar
days after such record date) to subscribe for or purchase Common
Shares (or securities convertible into Common Shares) at a price
per Common Share (or having a conversion price per Common Share,
if a security convertible into Common Shares) less than the
current per share market price of the Common Shares (as defined
in Section 11(d)) on such record date, the Purchase Price to be
in effect after such record date shall be determined by
multiplying the Purchase Price in effect immediately prior to
such record date by a fraction, the numerator of which shall be
the number of Common Shares outstanding on such record date plus
the number of Common Shares which the aggregate offering price of
the total number of Common Shares so to be offered (and/or the
aggregate initial conversion price of the convertible securities
so to be offered) would purchase at such current market price and
the denominator of which shall be the number of Common Shares
outstanding on such record date plus the number of additional
Common Shares to be offered for subscription or purchase (or into
<PAGE>
24
which the convertible securities so to be offered are initially
convertible). In case such subscription price may be paid in a
consideration part or all of which shall be in a form other than
cash, the value of such consideration shall be as determined in
good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the
Rights Agent. Common Shares owned by or held for the account of
the Company shall not be deemed outstanding for the purpose of
any such computation. Such adjustment shall be made successively
whenever such a record date is fixed; and in the event that such
rights or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price which would then be in effect
if such record date had not been fixed.
(c) In case the Company shall fix a record date for
the making of a distribution to all holders of the Common Shares
(including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing or
surviving corporation) of evidences of indebtedness or assets
(other than a regular periodic cash dividend at a rate not in
excess of 140% of the rate of the last regular periodic cash
dividend theretofore paid or a dividend payable in Common Shares)
or subscription rights or warrants (excluding those referred to
in Section 11(b)), the Purchase Price to be in effect after such
record date shall be determined by multiplying the Purchase Price
in effect immediately prior to such record date by a fraction,
<PAGE>
25
the numerator of which shall be the current per share market
price of the Common Shares (as defined in Section 11(d)) on such
record date, less the fair market value (as determined in good
faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the
Rights Agent) of the portion of the assets or evidences of
indebtedness so to be distributed or of such subscription rights
or warrants applicable to one Common Share and the denominator of
which shall be such current per share market price of the Common
Shares. Such adjustments shall be made successively whenever
such a record date is fixed; and in the event that such dis-
tribution is not so made, the Purchase Price shall again be
adjusted to be the Purchase Price which would then be in effect
if such record date had not been fixed.
(d) For the purpose of any computation hereunder, the
"current per share market price" of the Common Shares on any date
shall be deemed to be the average of the daily closing prices per
share of such Common Shares for the 30 consecutive Trading Days
(as such term is hereinafter defined) immediately prior to such
date; provided, however, that in the event that the current per
share market price of the Common Shares is determined during a
period following the announcement by the issuer of such Common
Shares of (i) a dividend or distribution on such Common Shares
payable in such Common Shares or securities convertible into such
Common Shares or (ii) any subdivision, combination or
<PAGE>
26
reclassification of such Common Shares, and prior to the
expiration of 30 Trading Days after the ex-dividend date for such
dividend or distribution, or the record date for such
subdivision, combination or reclassification, then, and in each
such case, the "current market price" shall be appropriately
adjusted to reflect the current market price per Common Share.
The closing price for each day shall be the last sale price,
regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction
reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange or, if the Common Shares
are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the
principal national securities exchange on which the Common Shares
are listed or admitted to trading or, if the Common 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 Common Shares are
not quoted by any such organization, the average of the closing
bid and asked prices as furnished by a professional market maker
<PAGE>
27
making a market in the Common Shares selected by the Board of
Directors of the Company. If on any such date no market maker is
making a market in the Common Shares, the fair value of such
shares on such date as determined in good faith by the Board of
Directors of the Company shall be used. The term "Trading Day"
shall mean a day on which the principal national securities
exchange on which the Common Shares are listed or admitted to
trading is open for the transaction of business or, if the Common
Shares are not listed or admitted to trading on any national
securities exchange, a Monday, Tuesday, Wednesday, Thursday or
Friday on which banking institutions in the State of New York are
not authorized or obligated by law or executive order to close.
If the Common Shares are not publicly held or not so listed or
traded, "current per share market price" shall mean the fair
value per share as determined in good faith by the Board of
Directors of the Company, whose determination shall be described
in a statement filed with the Rights Agent.
(e) No adjustment in the Purchase Price shall be
required unless such adjustment would require an increase or
decrease of at least 1% in such price; provided, however, that
any adjustments which by reason of this Section 11(e) are not
required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under
this Section 11 shall be made to the nearest cent or to the
nearest ten-thousandth of a share as the case may be.
<PAGE>
28
Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later
than the earlier of (i) three years from the date of the
transaction which requires such adjustment or (ii) the date of
the expiration of the right to exercise any Rights.
(f) If as a result of an adjustment made pursuant to
Section 11(a), the holder of any Right thereafter exercised shall
become entitled to receive any shares of capital stock of the
Company other than Common Shares, thereafter the number of such
other shares so receivable upon exercise of any Right shall be
subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with
respect to the shares contained in Section 11(a) through (c),
inclusive, and the provisions of Sections 7, 9, 10 and 13 hereof
with respect to the Common Shares shall apply on like terms to
any such other shares.
(g) All Rights originally issued by the Company
subsequent to any adjustment made to the Purchase Price hereunder
shall evidence the right to purchase, at the adjusted Purchase
Price, the number of Common Shares purchasable from time to time
hereunder upon exercise of the Rights, all subject to further
adjustment as provided herein.
(h) Unless the Company shall have exercised its
election as provided in Section 11(i), upon each adjustment of
the Purchase Price as a result of the calculations made in
<PAGE>
29
Section 11(b) and (c), each Right outstanding immediately prior
to the making of such adjustment shall thereafter evidence the
right to purchase, at the adjusted Purchase Price, that number of
shares (calculated to the nearest ten-thousandth) obtained by (i)
multiplying (x) the number of shares covered by a Right
immediately prior to this adjustment by (y) the Purchase Price in
effect immediately prior to such adjustment of the Purchase Price
and (ii) dividing the product so obtained by the Purchase Price
in effect immediately after such adjustment of the Purchase
Price.
(i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights,
in substitution for any adjustment in the number of Common Shares
issuable upon the exercise of a Right. Each of the Rights
outstanding after such adjustment of the number of Rights shall
be exercisable for the number of Common Shares for which a Right
was exercisable immediately prior to such adjustment. Each Right
held of record prior to such adjustment of the number of Rights
shall become that number of Rights (calculated to the nearest
ten-thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of the
Purchase Price. The Company shall make a public announcement of
its election to adjust the number of Rights, indicating the
record date for the adjustment, and, if known at the time, the
<PAGE>
30
amount of the adjustment to be made. This record date may be the
date on which the Purchase Price is adjusted or any day
thereafter, but, if the Right Certificates have been issued,
shall be at least 10 days later than the date of the public
announcement. If Right Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section
11(i), the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Right Certificates on such
record date Right Certificates evidencing, subject to Section 14
hereof, the additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the
Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Right Certificates held
by such holders prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Right
Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates so
to be distributed shall be issued, executed and countersigned in
the manner provided for herein (and may bear, at the option of
the Company, the adjusted Purchase Price) and shall be registered
in the names of the holders of record of Right Certificates on
the record date specified in the public announcement.
(j) Irrespective of any adjustment or change in the
Purchase Price or the number of Common Shares issuable upon the
exercise of the Rights, the Right Certificates theretofore and
<PAGE>
31
thereafter issued may continue to express the Purchase Price per
share and the number of shares which were expressed in the
initial Right Certificates issued hereunder.
(k) Before taking any action that would cause an
adjustment reducing the Purchase Price below the then par value,
if any, of the Common Shares issuable upon exercise of the
Rights, the Company shall take any corporate action which may, in
the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and
nonassessable Common Shares at such adjusted Purchase Price.
(l) In any case in which this Section 11 shall require
that an adjustment in the Purchase Price be made effective as of
a record date for a specified event, the Company may elect to
defer until the occurrence of such event the issuing to the
holder of any Right exercised after such record date the Common
Shares and other capital stock or securities of the Company, if
any, issuable upon such exercise over and above the Common Shares
and other capital stock or securities of the Company, if any,
issuable upon such exercise on the basis of the Purchase Price in
effect prior to such adjustment; provided, however, that the
Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive
such additional shares upon the occurrence of the event requiring
such adjustment.
<PAGE>
32
(m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such
reductions in the Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and to the
extent that it in its sole discretion shall determine to be
advisable in order that any consolidation or subdivision of the
Common Shares, issuance wholly for cash of any of the Common
Shares at less than the current market price, issuance wholly for
cash of Common Shares or securities which by their terms are
convertible into or exchangeable for Common Shares, stock
dividends or issuance of rights, options or warrants referred to
hereinabove in this Section 11, hereafter made by the Company to
holders of its Common Shares shall not be taxable to such
stockholders.
Section 12. Certificate of Adjusted Purchase Price or
Number of Shares. Whenever an adjustment is made as provided in
Sections 11 and 13 hereof, the Company shall (a) promptly prepare
a certificate setting forth such adjustment, and a brief
statement of the facts accounting for such adjustment, (b)
promptly file with the Rights Agent and with each transfer agent
for the Common Shares a copy of such certificate and (c) mail a
brief summary thereof to each holder of a Right Certificate in
accordance with Section 25 hereof.
Section 13. Consolidation, Merger or Sale or Transfer
of Assets or Earning Power. In the event, directly or
<PAGE>
33
indirectly, (a) the Company shall consolidate with, or merge with
and into, any other Person, (b) any Person shall consolidate with
the Company, or merge with and into the Company and the Company
shall be the continuing or surviving corporation of such merger
and, in connection with such merger, all or part of the Common
Shares shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other property, or
(c) the Company shall sell or otherwise transfer (or one or more
of its subsidiaries shall sell or otherwise transfer), in one or
more transactions, assets or earning power aggregating more than
50% of the assets or earning power of the Company and its
subsidiaries (taken as a whole) to any other Person, then, and in
each such case, proper provision shall be made so that (i) each
holder of a Right shall thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, such number of
Common Shares of such other Person as shall be equal to the
result obtained by (x) multiplying the then current Purchase
Price by the number of Common Shares for which a Right is then
exercisable and dividing that product by (y) 50% of the current
per share market price of the Common Shares of such other Person
(determined pursuant to Section 11(d) hereof) on the date of
consummation of such consolidation, merger, sale or transfer;
(ii) the issuer of such Common Shares shall thereafter be liable
for, and shall assume, by virtue of such consolidation, merger,
<PAGE>
34
sale or transfer, all the obligations and duties of the Company
pursuant to this Agreement; (iii) the term "Company" shall
thereafter be deemed to refer to such issuer; and (iv) such
issuer shall take such steps (including, but not limited to, the
reservation of a sufficient number of its Common Shares in
accordance with Section 9 hereof) 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 Common Shares thereafter deliverable
upon the exercise of the Rights. The Company shall not
consummate any such consolidation, merger, sale or transfer
unless prior thereto the Company and such issuer shall have
executed and delivered to the Rights Agent a supplemental
agreement so providing. The provisions of this Section 13 shall
similarly apply to successive mergers or consolidations or sales
or other transfers.
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. In lieu of such fractional Rights, there
shall be paid to the registered holders of the Right Certificates
with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the
current market value of a whole Right. For the purposes of this
Section 14(a), the current market value of a whole Right shall be
<PAGE>
35
the closing price of the Rights for the Trading Day immediately
prior to the date on which such fractional Rights would have been
otherwise issuable. The closing price for any day shall be the
last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock
Exchange or, if the Rights are not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading or, if the
Rights are not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ or such other
system then in use or, if on any such date the Rights are not
quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market maker
making a market in the Rights selected by the Board of Directors
of the Company. If on any such date no such market maker is
making a market in the Rights the fair value of the Rights on
such date as determined in good faith by the Board of Directors
of the Company shall be used.
<PAGE>
36
(b) The Company shall not be required to issue
fractions of shares upon exercise of the Rights or to distribute
certificates which evidence fractional shares. In lieu of
fractional shares, the Company may pay to the registered holders
of Right Certificates at the time such Rights are exercised as
herein provided an amount in cash equal to the same fraction of
the current market value of one Common Share. For purposes of
this Section 14(b), the current market value of a Common Share
shall be the closing price of a Common Share (as determined
pursuant to the second sentence of Section 11(d) hereof) for the
Trading Day immediately prior to the date of such exercise.
(c) The holder of a Right by the acceptance of the
Rights expressly waives his right to receive any fractional
Rights or any fractional shares upon exercise of a Right.
Section 15. Rights of Action. All rights of action in
respect of this Agreement are vested in the respective registered
holders of the Right Certificates (and, prior to the Distribution
Date, the registered holders of the Common Shares); and any
registered holder of any Right Certificate (or, prior to the
Distribution Date, of the Common Shares), 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 Shares), 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
<PAGE>
37
exercise the Rights evidenced by such Right Certificate in the
manner provided in such Right Certificate and in this Agreement.
Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the
holders of Rights would not have an adequate remedy at law for
any breach of this Agreement and will be entitled to specific
performance of the obligations under, and injunctive relief
against actual or threatened violations of, the obligations of
any Person subject to this Agreement.
Section 16. Agreement of Right Holders. Every holder
of a Right by accepting the same consents and agrees with the
Company and the Rights Agent and with every other holder of a
Right that:
(a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of the Common
Shares;
(b) after the Distribution Date, the Right
Certificates are transferable only on the registry books of the
Rights Agent if surrendered at the principal office of the Rights
Agent, duly endorsed or accompanied by a proper instrument of
transfer; and
(c) the Company and the Rights Agent may deem and
treat the person in whose name the Right Certificate (or, prior
to the Distribution Date, the associated Common Shares
certificate) is registered as the absolute owner thereof and of
<PAGE>
38
the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificates or the associated
Common Shares 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 the Common Shares or any other securities
of the Company which may at any time be issuable on the exercise
of the Rights represented thereby, nor shall anything contained
herein or in any Right Certificate be construed to confer upon
the holder of any Right Certificate, as such, any of the rights
of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings
or other actions affecting stockholders (except as provided in
Section 24 hereof), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by such
Right Certificate shall have been exercised in accordance with
the provisions hereof.
Section 18. Concerning the Rights Agent. The Company
agrees to pay to the Rights Agent reasonable compensation for all
<PAGE>
39
services rendered by it hereunder and, from time to time, on
demand of the Rights Agent, its reasonable expenses and counsel
fees and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of
its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss,
liability, or expense, incurred without negligence, bad faith or
willful misconduct on the part of the Rights Agent, for anything
done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the
costs and expenses of defending against any claim of liability in
the premises.
The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or
omitted by it in connection with its administration of this
Agreement in reliance upon any Right Certificate or certificate
for the Common Shares or for other securities of the Company,
instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it
to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper person or persons.
Section 19. Merger or Consolidation or Change of Name
of Rights Agent. Any corporation into which the Rights Agent or
any successor Rights Agent may be merged or with which it may be
<PAGE>
40
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 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 Agreement, any
of the Right Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such
Right Certificates so countersigned; and in case at that time any
of the Right Certificates shall not have been countersigned, any
successor Rights Agent may countersign such Right Certificates
either in the name of the predecessor Rights Agent or in the name
of the successor Rights Agent; and in all such cases such Right
Certificates shall have the full force provided in the Right
Certificates and in this Agreement.
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
<PAGE>
41
Certificates so countersigned; and in case at that time any of
the Right Certificates shall not have been countersigned, the
Rights Agent may countersign such Right Certificates either in
its prior name or in its changed name; and in all such cases such
Right Certificates shall have the full force provided in the
Right Certificates and in this Agreement.
Section 20. Duties of Rights Agent. The Rights Agent
undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions, by all of which the
Company and the holders of Right Certificates, by their
acceptance thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel
(who may be legal counsel for the Company), and the opinion of
such counsel shall be full 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 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 any one of the
Chairman of the Board, the President, a Vice President, the
Treasurer or the Secretary of the Company and delivered to the
<PAGE>
42
Rights Agent; and 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 Agreement in reliance upon
such certificate.
(c) The Rights Agent shall be liable hereunder only
for its own negligence, bad faith or willful misconduct.
(d) The Rights Agent shall not be liable for or by
reason of any of the statements of fact or recitals contained in
this Agreement or in the Right Certificates (except as to its
countersignature thereof) or be required to verify the same, but
all such statements and recitals are and shall be deemed to have
been made by the Company only.
(e) The Rights Agent shall not be under any
responsibility in respect of the validity of this Agreement or
the execution and delivery hereof (except the due execution
hereof by the Rights Agent) or in respect of the validity or
execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement
or in any Right Certificate; nor shall it be responsible for any
adjustment required under the provisions of Sections 11 or 13
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
<PAGE>
43
actual notice of any such adjustment); nor shall it by any act
hereunder be deemed to make any representation or warranty as to
the authorization or reservation of any Common Shares to be
issued pursuant to this Agreement or any Right Certificate or as
to whether any Common Shares will, when so issued, be validly
authorized and issued, fully paid and nonassessable.
(f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts,
instruments and assurances as may reasonably be required by the
Rights Agent for the carrying out or performing by the Rights
Agent of the provisions of this Agreement.
(g) The Rights Agent is hereby authorized and directed
to accept instructions with respect to the performance of its
duties hereunder from any one of the Chairman of the Board, the
President, a Vice President, 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.
(h) The Rights Agent and any stockholder, 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
<PAGE>
44
or otherwise act as fully and freely as though it were not Rights
Agent under this Agreement. Nothing herein shall preclude the
Rights Agent from acting in any other capacity for the Company or
for any other legal entity.
(i) The Rights Agent may execute and exercise any of
the rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through its attorneys or agents,
and the Rights Agent shall not be answerable or accountable for
any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such
act, default, neglect or misconduct, provided reasonable care was
exercised in the selection and continued employment thereof.
Section 21. Change of Rights Agent. The Rights
Agent or any successor Rights Agent may resign and be discharged
from its duties under this Agreement upon 30 days' notice in
writing mailed to the Company and to each transfer agent of the
Common Shares by registered or certified mail, and to the holders
of the Right Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent upon 30
days' notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of
the Common Shares by registered or certified mail, and to the
holders of the Right Certificates by first-class mail. If the
Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the
<PAGE>
45
Rights Agent. If the Company shall fail to make such appointment
within a period of 30 days after giving notice of such removal or
after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by
the holder of a Right Certificate (who shall, with such notice,
admit his Right Certificate for inspection by the Company), then
the registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by
the Company or by such a court, shall be (a) a corporation
organized and doing business under the laws of the United States
or of the State of New York (or of any other state of the United
States so long as such corporation is authorized to do business
as a banking institution in the State of New York), in good
standing, having a principal office in the State of New York,
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 at the
time of its appointment as Rights Agent a combined capital and
surplus of at least $50 million 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
<PAGE>
46
to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment the Company shall
file notice thereof in writing with the predecessor Rights Agent
and each transfer agent of the Common Shares, 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.
Section 22. Issuance of New Right Certificates.
Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Company may, at its option, issue new
Right Certificates evidencing Rights in such form as may be
approved by its Board of Directors to reflect any adjustment or
change in the Purchase Price per share and the number or kind or
class of shares or other securities or property purchasable under
the Right Certificates made in accordance with the provisions of
this Agreement.
Section 23. Redemption. (a) The Board of Directors
of the Company may, at its option, at any time prior to 5:00
P.M., New York City time, on the earlier of the Shares
Acquisition Date or the Final Expiration Date, redeem all but not
<PAGE>
47
less than all the then outstanding Rights at a redemption price
of $.05 per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the
date hereof (such redemption price being hereinafter referred to
as the "Redemption Price").
(b) Immediately upon the action of the Board of
Directors of the Company ordering the redemption of the Rights,
and without any further action and without any notice, the right
to exercise the Rights will terminate and the only right
thereafter of the holders of Rights shall be to receive the
Redemption Price. Within 10 days after the action of the
Board of Directors ordering the redemption of the Rights, the
Company shall give notice of such redemption to the holders of
the then outstanding Rights by mailing such notice to all such
holders at their last addresses as they appear upon the registry
books of the Rights Agent or, prior to the Distribution Date, on
the registry books of the Transfer Agent for the Common Shares.
Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice.
Each such notice of redemption will state the method by which the
payment of the Redemption Price will be made.
Section 24. Notice of Certain Events. In case the
Company shall propose (a) to pay any dividend payable in stock of
any class to the holders of Common Shares or to make any other
distribution to the holders of Common Shares (other than a
<PAGE>
48
regular periodic cash dividend at a rate not in excess of 140% of
the rate of the last regular periodic cash dividend theretofore
paid), or (b) to offer to the holders of Common Shares rights or
warrants to subscribe for or to purchase any additional Common
Shares or shares of stock of any class or any other securities,
rights or options, or (c) to effect any reclassification of its
Common Shares (other than a reclassification involving only the
subdivision of outstanding Common Shares), or (d) to effect any
consolidation or merger into or with, or to effect any sale or
other transfer (or to permit one or more of its subsidiaries to
effect any sale or other transfer), in 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
(e) to effect the liquidation, dissolution or winding up of the
Company, then, in each such case, the Company shall give to each
holder of a Right certificate, in accordance with Section 25
hereof, a notice of such proposed action, which shall specify the
record date for the purposes of such stock dividend, distribution
of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the Common
Shares, if any such date is to be fixed, and such notice shall be
so given in the case of any action covered by clause (a) or (b)
above at least 20 days prior to the record date for determining
<PAGE>
49
holders of the Common Shares for purposes of such action, and in
the case of any such other action, at least 20 days prior to the
date of the taking of such proposed action or the date of
participation therein by the holders of the Common Shares
whichever shall be the earlier.
In case any of the events set forth in Section
11(a)(ii) of this Agreement shall occur, then, in any such
case, the Company shall as soon as practicable thereafter give to
each holder of a Right certificate, in accordance with Section 25
hereof, a notice of the occurrence of such event, which shall
specify the event and the consequences of the event to holders of
Rights under Section 11(a)(ii) hereof.
Section 25. Notices. Notices or demands authorized by
this Agreement to be given or made by the Rights Agent or by the
holder of any Right Certificate to or on the Company shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing
with the Rights Agent) as follows:
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
Attention: Secretary
Subject to the provisions of Section 21 hereof, any notice or
demand authorized by this Agreement to be given or made by the
Company or by the holder of any Right Certificate to or on the
Rights Agent shall be sufficiently given or made if sent by
<PAGE>
50
first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:
First Chicago Trust Company of New York
525 Washington Boulevard
Suite 4660
Jersey City, New Jersey 17310
Attention: Tenders & Exchanges Administration
Notices or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any
Right Certificate shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at
the address of such holder as shown on the registry books of the
Company.
Section 26. Supplements and Amendments. The Company
and the Rights Agent may from time to time supplement or amend
this Agreement without the approval of any holders of Right
Certificates in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective
or inconsistent with any other provisions herein, or to make any
other provisions in regard to matters or questions arising
hereunder which the Company and the Rights Agent may deem
necessary or desirable and which shall not adversely affect the
interests of the holders of Right Certificates.
Section 27. Successors. All the covenants and
provisions of this Agreement by or for the benefit of the Company
or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.
<PAGE>
51
Section 28. Benefits of this Agreement. Nothing in
this Agreement shall be construed to give to any person or
corporation other than the Company, the Rights Agent and the
registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common Shares) any legal or equitable
right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Right
Certificates.
Section 29. Severability. If any term, provision,
covenant or restriction of this 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 Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
Section 30. Governing Law. This Agreement and each
Right Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of New York and for all
purposes shall be governed by and construed in accordance with
the laws of such State applicable to contracts to be made and
performed entirely within such State.
Section 31. Counterparts. This Agreement may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original,
<PAGE>
52
and all such counterparts shall together constitute but one and
the same instrument.
Section 32. Descriptive Headings. Descriptive
headings of the several sections of this Agreement are inserted
for convenience only and shall not control or affect the meaning
or construction of any of the provisions hereof.
<PAGE>
53
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.
C. R. BARD, INC.
Attest:
By________________________ By_________________________
Title: Secretary William H. Longfield
Chairman of the Board and
Chief Executive Officer
Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By________________________ By_________________________
Title: Title:
<PAGE>
Exhibit A
[Form of Right Certificate]
Certificate No. R- ______ Rights
NOT EXERCISABLE AFTER OCTOBER 23, 2005 OR
EARLIER IF NOTICE OF REDEMPTION IS GIVEN.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE
OPTION OF THE COMPANY, AT $.05 PER RIGHT ON
THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
[THE RIGHTS REPRESENTED BY THIS CERTIFICATE
WERE ISSUED TO A PERSON WHO WAS AN ACQUIRING
PERSON OR AN ASSOCIATE OR AFFILIATE OF AN
ACQUIRING PERSON. THIS RIGHT CERTIFICATE AND
THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID
IN THE CIRCUMSTANCES SPECIFIED IN SECTION
11(a)(ii) OF THE RIGHTS AGREEMENT.]*
Right Certificate
C. R. BARD, 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 Rights Agreement
dated as of October 11, 1995 (the "Rights Agreement") between
C. R. Bard, Inc., a New Jersey corporation (the "Company"), and
First Chicago Trust Company of New York (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 October 23, 2005, at the
principal office of the Rights Agent, or its successors as Rights
Agent, in New York, New York, one fully paid, non-assessable
* The portion of the legend in brackets shall be inserted only
if applicable.
<PAGE>
2
share of the Common Stock, $.25 par value (the "Common Shares"),
of the Company, at a purchase price of $120 per share (the
"Purchase Price"), upon presentation and surrender of this Right
Certificate with the Form of Election to Purchase duly executed.
The number of Rights evidenced by this Right Certificate (and the
number of shares which may be purchased upon exercise hereof) set
forth above, and the Purchase Price per share set forth above,
are the number and Purchase Price as of October 23, 1995, based
on the Common Shares as constituted at such date.
As provided in the Rights Agreement, the Purchase Price
and the number of Common Shares 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.
This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement
reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the
Right Certificates. Copies of the Rights Agreement are on file
at the above-mentioned office of the Rights Agent.
This Right Certificate, with or without other Right
Certificates, upon surrender at the principal office of the
<PAGE>
3
Rights Agent, may be exchanged for another Right Certificate or
Right Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of
Common Shares 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 at a redemption price of $.05 per Right.
No fractional Common Shares will be issued upon the
exercise of any Right or Rights evidenced hereby, but in lieu
thereof a cash payment will be made, as provided in the Rights
Agreement.
No holder of this Right Certificate shall be entitled
to vote or receive dividends or be deemed for any purpose the
holder of the Common Shares 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 any meeting thereof, or to give or withhold
<PAGE>
4
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.
WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal. Dated as of October 23,
1995.
ATTEST: C. R. BARD, INC.
__________________________ By__________________________
Secretary Title:
Countersigned:
First Chicago Trust Company of
New York
By___________________________
Authorized Signature
<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)
_________________________________________________________________
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:
NOTICE
The signature to the foregoing Assignment 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.
<PAGE>
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to
exercise the Right Certificate.)
To C. R. BARD, INC.:
The undersigned hereby irrevocably elects to exercise
______________________________ Rights represented by this Right
Certificate to purchase the Common Shares issuable upon the
exercise of such Rights and requests that certificates for such
shares be issued in the name of:
Please insert social security
or other identifying number
_________________________________________________________________
(Please print name and address)
_________________________________________________________________
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:
Please insert social security
or other identifying number
_________________________________________________________________
(Please print name and address)
_________________________________________________________________
Dated: ______________, ____
___________________________________
Signature
(Signature must conform in all
respects to name of holder as
specified on the face of this Right
Certificate)
Signature Guaranteed:
<PAGE>
Exhibit B
SUMMARY OF RIGHTS TO PURCHASE
COMMON STOCK
On October 11, 1995, the Board of Directors of C. R.
Bard, Inc. (the "Company") declared a dividend distribution of
one Right for each outstanding share of common stock, $.25 par
value (the "Common Shares"), of the Company. The distribution is
payable on October 23, 1995 to the shareholders of record on
October 23, 1995. Each Right entitles the registered holder to
purchase from the Company one Common Share at a price of $120 per
share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") dated as of October 11, 1995
between the Company and First Chicago Trust Company of New York,
as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") acquired, or obtained
the right to acquire, beneficial ownership of 20% or more of the
outstanding Common Shares or (ii) 10 days following the
commencement or announcement of an intention to make a tender
offer or exchange offer for 30% or more of such outstanding
Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding as of October
23, 1995, by such Common Share certificate with a copy of this
Summary of Rights attached thereto. The Rights Agreement
provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after October 23,
1995 upon transfer or new issuance of the Common Shares will
contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of October 23,
1995, even without a copy of this Summary of Rights attached
thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on October 23, 2005, unless earlier
redeemed by the Company as described below.
<PAGE>
2
The Purchase Price payable, and the number of Common
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of the Common
Shares, (ii) upon the grant to holders of the Common Shares of
certain rights or warrants to subscribe for Common Shares or
convertible securities at less than the current market price of
the Common Shares or (iii) upon the distribution to holders of
the Common Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends out of earnings or
retained earnings at a rate not in excess of 140% of the rate of
the last cash dividend theretofore paid or dividends payable in
Common Shares) or of subscription rights or warrants (other than
those referred to above).
In the event that the Company were acquired in a merger
or other business combination transaction or 50% or more of its
assets or earning power were sold, proper provision shall be made
so that each holder of a Right shall thereafter have the right to
receive, upon the exercise thereof at the then current exercise
price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction would
have a market value of two times the exercise price of the Right.
In the event that the Company were the surviving corporation in a
merger and its Common Shares were not changed or exchanged, or in
the event that an Acquiring Person engages in one of a number of
self-dealing transactions specified in the Rights Agreement,
proper provision shall be made so that each holder of a Right,
other than Rights that were beneficially owned by the Acquiring
Person on the Distribution Date (which will thereafter be void),
will thereafter have the right to receive upon exercise that
number of Common Shares having a market value of two times the
exercise price of the Right.
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
shares will be issued and in lieu thereof, an adjustment in cash
will be made based on the market price of the Common Shares on
the last trading date prior to the date of exercise.
At any time prior to the public announcement that a
person or group of affiliated or associated persons has acquired
beneficial ownership of 20% or more of the outstanding Common
Shares, the Company may redeem the Rights in whole, but not in
part, at a price of $.05 per Right (the "Redemption Price").
Immediately upon the action of the Board of Directors of the
Company electing to redeem the Rights, the Company shall make
announcement thereof, and upon such election, the right to
<PAGE>
3
exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a
Registration Statement on Form 8-A dated October 12, 1995. A
copy of the Rights Agreement is available free of charge from the
Company. This summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to
the Rights Agreement, which is hereby incorporated herein by
reference.
