Exhibit 4.1
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AMENDMENT NO. 2 TO RIGHTS AGREEMENT
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This Amendment No. 2 is dated as of August 10, 2000, to the Rights
Agreement, dated as of June 15, 2000, as amended, (the "Rights Agreement"),
between Vesta Insurance Group, Inc., a Delaware corporation (the "Company"), and
The First Chicago Trust Company, as rights agent (the "Rights Agent"). All
capitalized terms used herein shall have the meanings ascribed to them in the
Rights Agreement.
WHEREAS, the Company desires to enter into Stock Purchase and Option
Agreements with X. X. Xxxxxxx (International Holdings) Ltd. and Xxxxxxx
Holdings, Ltd, each a Bermuda company (the "Xxxxxxx Entities"), pursuant to
which the Company would (i) transfer immediately to the Xxxxxxx Entities
1,380,000 shares of Vesta Common Stock held in treasury as of the date hereof
and (ii) grant the Xxxxxxx Entities the right to acquire an additional 3,250,000
shares of Vesta Common Stock;
WHEREAS, as a result of the proposed transactions, the Xxxxxxx Entities may
be deemed to be the Beneficial Owner of in excess of 10% of the Vesta Common
Stock;
WHEREAS, the Company desires to amend the Rights Agreement to permit the
proposed transfers to the Xxxxxxx Entities without any effect whatsoever on the
Rights;
WHEREAS the Company deems this Amendment to the Rights Agreement to be
necessary and advisable and in the best interests of the holders of the Vesta
Common Stock and the Rights and has duly approved this Amendment; and
WHEREAS Section 27 of the Rights Agreement permits the Company to amend the
Rights Agreement in the manner provided herein.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as follows:
1. Section 1 of the Rights Agreement is hereby amended by adding the
following definitions:
(p) "Xxxxxxx Entities" shall mean X. X. Xxxxxxx (International
Holdings) Ltd. and Xxxxxxx Holdings, Ltd, each a Bermuda company, and any
of their Affiliates or Associates.
(q) "Xxxxxxx Option" shall mean the option granted by the Company to
the Xxxxxxx Entities to acquire 3,250,000 shares of Vesta Common Stock.
(r) "Xxxxxxx Transfers" shall mean (i) the transfer by the Company to
the Xxxxxxx Entities of 1,380,000 shares of Common Stock, (ii) the grant by
the Company to the Xxxxxxx Entities of the Xxxxxxx Option and (iii) the
transfer by the Company or any third party to the
Xxxxxxx Entities of up to an additional 3,250,000 shares of Vesta Common
Stock upon exercise of the Xxxxxxx Option.
2. Section 1 of the Rights Agreement is hereby further amended by adding
the following new paragraph as the last paragraph of Section 1:
"Notwithstanding anything in this Agreement to the contrary, none of the
Xxxxxxx Entities or any of their respective Affiliates or Associates shall
become an Acquiring Person, no Stock Acquisition Date or Distribution Date
shall occur, no Rights shall separate from the Common Stock or otherwise
become exercisable and no adjustment shall be made pursuant to Section (11)
solely by reason of the consummation or approval of the Xxxxxxx Transfers."
3. The Rights Agreement shall not otherwise be supplemented or amended by
virtue of this Amendment, but shall remain in full force and effect as amended
hereby.
4. The Rights Agent is hereby directed, immediately prior to any
Distribution Date, to make such amendments to the form of Right Certificate
attached to the Rights Agreement to conform with the Rights Agreement as amended
by this Amendment and any subsequent amendments thereto.
5. This Amendment shall be governed by and construed in accordance with
the law of the State of Delaware applicable to contracts to be made and
performed entirely within such State.
6. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
7. This Amendment shall be deemed effective as of the date first written
above.
8. Any capitalized terms used herein but not otherwise defined herein
shall have the meaning ascribed to them in the Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
the Rights Agreement to be duly executed and attested, all as of the date first
above written.
Witness: VESTA INSURANCE GROUP, INC.
/s/ Xxxxxx X. Xxxxxxxx By /s/ Xxxxxx X. Xxxxx, III
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Name: Xxxxxx X. Xxxxx, III
Title: President
Witness: THE FIRST CHICAGO TRUST COMPANY
/s/ Xxxx Xxxxxx By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Director, Corporate Actions
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