EXHIBIT 4
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT, dated as of September 19, 1995, is between CAPITAL
CITIES/ABC, INC., a New York corporation (the "Company") and XXXXXX TRUST
COMPANY OF NEW YORK (the "Rights Agent").
Recitals
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A. The Company and the Rights Agent are parties to a Rights Agreement
dated as of December 14, 1989 (the "Rights Agreement").
B. The Xxxx Disney Company, a Delaware corporation ("Purchaser"), and the
Company have entered into an Amended and Restated Agreement and Plan of
Reorganization (the "Reorganization Agreement"), and the Company, a wholly owned
subsidiary of the Purchaser designated by the Purchaser ("Holding Company") and
a subsidiary of Holding Company ("Merger Sub B") intend to enter into an
Agreement and Plan of Merger (the "Company Merger Agreement"), pursuant to which
agreements Merger Sub B will merge with and into the Company (the "Company
Merger"). In addition, pursuant to the Reorganization Agreement and a separate
agreement and plan of merger, another subsidiary of Holding Company ("Merger Sub
A") will merge with and into the Purchaser (the "Purchaser Merger"). The Board
of Directors of the Company has approved the Reorganization Agreement, the
Company Merger Agreement and the Company Merger.
C. Pursuant to Section 27 of the Rights Agreement, the Board of Directors
of the Company has determined that an amendment to the Rights Agreement as set
forth herein is necessary and desirable to reflect the foregoing and the Company
and the Rights Agent desire to evidence such amendment in writing.
Accordingly, the parties agree as follows:
1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is
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amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, none of
Disney (as defined herein), Holding Company, Merger Sub A or Merger Sub B
(as such terms are defined in the Reorganization Agreement) shall be deemed
to be an Acquiring Person solely as the result of (i) the announcement,
approval, execution or delivery of the Reorganization Agreement, the
Company Merger Agreement or the Stock Agreement (in each case
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as defined in the Reorganization Agreement), (ii) the consummation of the
Purchaser Merger or the Company Merger (as such terms are defined in the
Reorganization Agreement) or (iii) the consummation of the other
transactions contemplated in the Reorganization Agreement; provided,
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however, that in the event Disney or any subsidiary of Disney or Holding
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Company or any subsidiary of Holding Company becomes the Beneficial Owner
of any Common Shares other than pursuant to the Reorganization Agreement,
the provisions of this sentence (other than this proviso) shall not be
applicable."
2. Amendment of Section 1(g). Section 1(g) of the Rights Agreement
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is amended and restated to read as follows:
"(g)(i) 'Distribution Date' shall have the meaning set forth in
Section 3 hereof. Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have occurred solely
as the result of (i) the announcement, approval, execution or delivery of
the Reorganization Agreement, the Company Merger Agreement or the Stock
Agreement (in each case as defined in the Reorganization Agreement), (ii)
the consummation of the Purchaser Merger or the Company Merger (as such
terms are defined in the Reorganization Agreement) or (iii) the
consummation of the other transactions contemplated in the Reorganization
Agreement; provided, however, that in the event Disney or any subsidiary of
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Disney or Holding Company or any subsidiary of Holding Company becomes the
Beneficial Owner of any Common Shares other than pursuant to the
Reorganization Agreement, the provisions of this sentence (other than this
proviso) shall not be applicable.
(g)(ii) 'Disney' shall mean The Xxxx Disney Company, a Delaware
corporation."
3. Amendment of Section 1(k). Section 1(k) of the Rights Agreement
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is amended and restated to read as follows:
"(k)(i) 'Redemption Date' shall have the meaning set forth in Section
7 hereof.
(k)(ii) 'Reorganization Agreement' shall mean the Amended and Restated
Agreement and Plan of Reorganization dated as of July 31, 1995, between
Disney and the Company, as amended from time to time."
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4. Amendment of Section 7(a). Section 7(a) of the Rights Agreement
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is amended and restated to read as follows:
"(a) The registered holder of 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, together with payment of the Purchase Price for each one one-
hundredth of a Preferred Share as to which the Rights are exercised, at or
prior to the earliest of (i) the close of business on December 26, 1999
(the "Final Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the "Redemption Date"), (iii)
the time at which such Rights are exchanged as provided in Section 24
hereof, or (iv) the effective time of the Company Merger pursuant to the
Reorganization Agreement and the Company Merger Agreement."
5. Amendment of Section 13. Section 13 of the Rights Agreement is
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amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, (i) the
announcement, approval, execution or delivery of the Reorganization
Agreement, the Company Merger Agreement or the Stock Agreement (in each
case as defined in the Reorganization Agreement), (ii) the consummation of
the Purchaser Merger or the Company Merger (as such terms are defined in
the Reorganization Agreement) and (iii) the consummation of the other
transactions contemplated in the Reorganization Agreement shall not be
deemed to be an event described in clause (a), (b), (c) or (d) of Section
13 and shall not cause the Rights to be adjusted or exercisable in
accordance with Section 13; provided, however, that in the event Disney or
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any subsidiary of Disney or Holding Company or any subsidiary of Holding
Company becomes the Beneficial Owner of any Common Shares other than
pursuant to the Reorganization Agreement, the provisions of this sentence
(other than this proviso) shall not be applicable."
6. Effectiveness. This Amendment shall be deemed effective as of
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July 31, 1995. Except as amended hereby,
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the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
7. Miscellaneous. This Amendment shall be deemed to be a contract
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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. This
Amendment may be executed in any number of counterparts, 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. If any
provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be effected, impaired or invalidated.
EXECUTED as of the date set forth above.
Attest: CAPITAL CITIES/ABC, INC.
/s/ Xxxxxx X. Xxxxxxxxxx /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxx
Title: Secretary Title: Vice President and
General Counsel
Attest: XXXXXX TRUST COMPANY OF
NEW YORK
/s/ Xxxxxx XxXxxxxx /s/ Xxxx X. XxXxxxxxxx
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Name: Xxxxxx XxXxxxxx Name: Xxxx X. XxXxxxxxxx
Title: Assistant Vice President Title: Vice President
