EXHIBIT 4.2
RIGHTS AGREEMENT AMENDMENT
This Amendment, dated as of March 5, 2001, to the Rights Agreement, dated
as of July 15, 1999 (the "Rights Agreement"), is between J2 Communications, a
California corporation (the "Company"), and U.S. Stock Transfer Corporation, a
Delaware corporation (the "Rights Agent").
The Company and the Rights Agent have heretofore executed and entered into
the Rights Agreement. Pursuant to Section 26 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or amend the
Rights Agreement in accordance with the provisions of Section 26 thereof and the
Company desires and directs the Rights Agent to so amend the Rights Agreement.
All acts and things necessary to make this Amendment a valid agreement according
to its terms have been done and performed, and the execution and delivery of
this Amendment by the Company and the Rights Agent have been in all respects
authorized by the Company and the Rights Agent.
In consideration of the foregoing premises and mutual agreements set forth
in the Rights Agreement and this Amendment, the parties hereto agree as follows:
1. Section 1.1 of the Rights Agreement is hereby amended to read in its
entirety as follows:
"'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 15% or more of the Common Shares of the
Company then outstanding but shall not include (i) an Exempt Person (as such
term is hereinafter defined), (ii) Xxxxxx Xxxxxx ("Xxxxxx") or Xxxx Xxxxxx
("Skjodt") or their respective Affiliates, Associates or group ("Group") within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or (iii) Xxxxx X. Xxxxxxx ("Jimirro") or any of his
Affiliates, Associates or Group unless and until such time as such Person shall
become the Beneficial Owner of 39% or more of the Common Shares of the Company
then outstanding. Notwithstanding the foregoing, no Person shall become an
"Acquiring Person" as the result of an acquisition of Common Shares by the
Company which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to 15% (or, in
the case of Jimirro (or any of his any of his Affiliates, Associates or Group,
if any, 39%) or more of the Common Shares of the Company then outstanding;
provided, however, that if a Person shall become the Beneficial Owner of 15%
(or, in the case of Jimirro (or any of his any of his Affiliates, Associates or
Group, if any), 39%) or more of the Common Shares of the Company then
outstanding solely by reason of share purchases by the Company and shall, after
such share purchases by the Company, become the Beneficial Owner of one or more
additional Common Shares of the Company (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding Common Shares in
Common Shares or pursuant to a split or subdivision of the outstanding Common
Shares), then such Person shall be deemed to be an "Acquiring Person."
Notwithstanding the foregoing, if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an "Acquiring
Person," as defined pursuant to the foregoing provisions of this Section 1.1,
has become such inadvertently (including, without limitation, because (A) such
Person was unaware that it beneficially owned a percentage of Common Stock that
would otherwise cause such Person to be an "Acquiring Person" or (B) such Person
was aware of the extent of its Beneficial Ownership of Common Stock but had no
actual knowledge of the consequences of such Beneficial Ownership under this
Agreement), and without any intention of changing or influencing control of the
Company, and such Person divests as promptly as practicable a sufficient number
of Common Shares so that such Person would no longer be an Acquiring Person, as
defined pursuant to the foregoing provisions of this Section 1.1, then such
Person shall not be deemed to be or have become an "Acquiring Person" at any
time for any purposes of this Agreement. For all purposes of this Agreement, any
calculation of the number of Common Shares outstanding at any particular time,
including for purposes of determining the particular percentage of such
outstanding Common Shares of which any Person is the Beneficial Owner, shall be
made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General
Rules and Regulations under the Exchange Act, as in effect on the date of this
Agreement."
2. Section 1.10 of the Rights Agreement is hereby amended by adding as the
final sentence thereto the following:
"Notwithstanding anything in the Agreement to the contrary, no Shares
Acquisition Date shall be deemed to have occurred solely as a result of (i) the
approval, execution or delivery of the Letter Agreement, dated as of March 5,
2001, among the Company, Laikin, Skjodt and Jimirro (the "Letter Agreement") or
the Documentation (as such term is defined in the Letter Agreement), (ii)
acceptance for payment and purchase of Common Shares of the Company pursuant to
the Letter Agreement or the Documentation, (iii) the consummation of the
Transactions (as defined in the Letter Agreement) or (iv) any purchase of Common
Shares of the Company by Laikin, Skjodt or their respective Affiliates,
Associates or Group.
3. Section 3.1 of the Rights Agreement is hereby amended by adding as the
final sentence thereto the following:
"Notwithstanding anything in this Agreement to the contrary, no
Distribution Date shall be deemed to have occurred solely as a result of (i) the
approval, execution or delivery of the Letter Agreement or the Documentation (as
such term is defined in the Letter Agreement), (ii) acceptance for payment and
purchase of shares of the Common Shares of the Company pursuant to the Letter
Agreement or the Documentation, (iii) the consummation of the Transactions (as
defined in the Letter Agreement) or (iv) any purchase of Common Shares of the
Company by Laikin, Skjodt or their respective Affiliates, Associates or Group."
4. Section 11.1.2 of the Rights Agreement is hereby amended by adding as
the final sentence thereto the following:
"Notwithstanding anything in this Agreement to the contrary, no Trigger
Event shall be deemed to have occurred solely as a result of (i) the approval,
execution or delivery of the Letter Agreement or the Documentation (as such term
is defined in the Letter Agreement), (ii) acceptance for payment and purchase of
shares of the Common Shares of the Company pursuant to the Letter Agreement or
the Documentation, (iii) the consummation of the Transactions (as defined in the
Letter Agreement) or (iv) any purchase of Common Shares of the Company by
Laikin, Skjodt or their respective Affiliates, Associates or Group."
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5. Section 13.1 of the Rights Agreement is hereby amended by adding as the
final sentence thereto the following:
"Notwithstanding anything in this Agreement to the contrary, none of the
events described in clauses (A) through (C) of the first sentence of Section
13.1 shall be deemed to have occurred solely as a result of (i) the approval,
execution or delivery of the Letter Agreement or the Documentation (as such term
is defined in the Letter Agreement), (ii) acceptance for payment and purchase of
shares of the Common Shares of the Company pursuant to the Letter Agreement or
the Documentation, (iii) the consummation of the Transactions (as defined in the
Letter Agreement) or (iv) any purchase of Common Shares of the Company by
Laikin, Skjodt or their respective Affiliates, Associates or Group."
6. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of the State of California.
7. This Amendment to the Rights Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed an
original, and all such counterparts shall together constitute but one and the
same instrument.
8. Except as expressly set forth herein, this Amendment to the Rights
Agreement shall not by implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Rights Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.
9. Capitalized terms used herein but not defined shall have the meanings
given to them in the Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the
Rights Agreement to be duly executed as of the day and year first above written.
J2 COMMUNICATIONS
By:
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Name:
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Title:
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U.S. STOCK TRANSFER CORPORATION
as Rights Agent
By:
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Name:
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Title:
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