Exhibit 99.1
Conformed Copy
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of February 9, 1998, to the Rights Agreement,
dated as of September 13, 1996 by and between Culligan Water Technologies, Inc.
(the "Company") and American Stock Transfer & Trust Company (as Rights Agent)
(as heretofore amended, the "Rights Agreement").
WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 26 thereof; and
WHEREAS, the Company intends to enter into an Agreement and Plan of
Merger (as it may be amended or supplemented from time to time, the "Merger
Agreement"), dated as of February 9, 1998, among the Company and United States
Filter Corporation ("USF") and Palm Water Acquisition Corp., as the same may be
amended from time to time (all capitalized terms used in this Amendment and not
otherwise defined herein shall have the meaning ascribed thereto in the Merger
Agreement); and
WHEREAS, the Board of Directors has determined that the Merger and
the other transactions contemplated by the Merger Agreement are fair to and in
the best interests of the Company and its stockholders; and
WHEREAS, the Board of Directors has determined that it is in the
best interest of the Company and its stockholders to amend the Rights Agreement
to exempt the Merger Agreement and the transactions contemplated thereby from
the application of the Rights Agreement.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as
follows:
1. Section 1(a) of the Rights Agreement is hereby modified, amended
and restated in its entirety as follows:
"`Acquiring Person' shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 9.9 percent (9.9%) or more of the shares of
Common Stock then outstanding, but shall not include (i) the
Company, (ii) any Subsidiary of the Company, (iii) any employee
benefit plan of the Company or of any Subsidiary of the Company,
(iv) any Person or entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan or (v) any
Exempted Person. Notwithstanding the foregoing, neither United
States Filter Corporation, an Delaware corporation ("USF"), Palm
Water Acquisition Corp., a Delaware
corporation ("Sub"), nor any other Person, shall be deemed to be an
Acquiring Person by virtue of the Agreement and Plan of Merger (as
it may be amended or supplemented from time to time, the "Merger
Agreement") to be entered into as of February 9, 1998, among the
Company, USF and Sub, or as a result of the consummation of the
transactions contemplated thereby."
2. Section 1(g) of the Rights Agreement is hereby modified, amended
and restated in its entirety as follows:
"`Exempted Person' shall mean any Person who (i) was the Beneficial
Owner, on February 9, 1998, of securities representing 9.9 percent
(9.9%) or more of the shares of Common Stock outstanding on February
9, 1998, and such Person's Affiliates and Associates, provided that
such Person, together with such Person's Affiliates and Associates,
does not increase its percentage ownership of the outstanding Common
Stock by any amount over its percentage ownership on February 9,
1998 as a result of the purchase or acquisition of shares of Common
Stock following such date, (ii) becomes, after the date hereof, the
Beneficial Owner of securities representing 9.9 percent (9.9%) or
more of the outstanding shares of Common Stock as a result of a
Qualified Offer."
3. Section 1(m) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:
"Neither the execution and delivery of the Merger Agreement nor
consummation of the transactions contemplated by the Merger
Agreement, shall cause a Stock Acquisition Date."
4. Section 1(o) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:
"Neither the execution and delivery of the Merger Agreement nor
consummation of the transactions contemplated by the Merger
Agreement, shall be deemed to be a Triggering Event."
5. Section 3(a) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:
"Neither the execution and delivery of the Merger Agreement nor
consummation of the transactions contemplated by the Merger
Agreement, shall cause a Distribution Date."
6. Clause (i) of Section 7(a) of the Rights Agreement is hereby
modified, amended and restated in its entirety as follows:
"(x) the later of 5:00 P.M. (New York City time) on September 13,
1998 and the date the Merger Agreement is terminated, (y) such other
date as may be
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established by the Board of Directors prior to the expiration of the
Rights (such date, as it may be extended by the Board, the "Final
Expiration Date"), or (z) the time immediately prior to the
consummation of the merger contemplated by the Merger Agreement, or"
7. Section 15 of the Rights Agreement is hereby modified and amended
to add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any holder of
Rights or any other Person any legal or equitable rights, remedy or
claim under this Agreement in connection with any transactions
contemplated by the Merger Agreement."
* * *
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IN WITNESS WHEREOF, this Amendment has been duly executed by the
Company and the Rights Agent as of the day and year first written above.
CULLIGAN WATER TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
AMERICAN STOCK TRANSFER & TRUST COMPANY
(as Rights Agent)
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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