EXHIBIT 2
---------
AMENDMENT NO. 1
TO
PREFERRED SHARES RIGHTS AGREEMENT
This Amendment No. 1 to Preferred Shares Rights Agreement, effective
July 14, 1998, amends that certain Preferred Shares Rights Agreement (the
"Rights Agreement"), dated as of September 13, 1996 between Accom, Inc., a
Delaware corporation (the "Company"), and the U.S. Stock Transfer Corporation, a
California banking corporation (the "Rights Agent").
On July 14, 1998, the Company's Board of Directors authorized an
amendment of the Rights Agreement to allow a certain investor to acquire
additional shares of Common Stock so as to bring such investor's total
shareholdings to not more than 2,500,000 shares.
NOW, THEREFORE, the parties hereby agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended and restated
to read in full as follows:
(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 15% or more of the Common Shares then outstanding, but shall
not include the Company, any Subsidiary of the Company or any employee benefit
plan of the Company or of any Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of any such plan. Notwithstanding the
foregoing, no Person shall be deemed to be an Acquiring Person: (i) 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 more of the Common Shares of the
Company then outstanding; provided, however, that if a Person shall become the
Beneficial Owner of 15% or more of the Common Shares of the Company then
outstanding by reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial Owner of any additional
Common Shares of the Company, then such Person shall be deemed to be an
Acquiring Person, or (ii) if within eight days after such Person would otherwise
become an Acquiring Person (but for the operation of this clause (ii)), such
Person notifies the Board of Directors that such Person did so inadvertently and
within two days after such notification, such Person is the Beneficial Owner of
less than 15% of the outstanding Common Shares. In addition, (1) El Dorado
Ventures shall not be deemed to be an Acquiring Person so long as such Person,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of not more than 1,063,593 Common Shares (as adjusted for any
future stock splits, stock dividends, recapitalizations or the like) (including
all Common Shares beneficially owned by such Person as of July 14, 1998).and (2)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall not be deemed to be an Acquiring Person so long as such
Person, together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of not more than 2,500,000 Common Shares (as adjusted for any
future stock splits, stock dividends, recapitalizations or the like) (including
all Common Shares beneficially owned by such Person as of July 14, 1998).
2. All references in the Rights Agreement to the Rights Agreement shall
be deemed to refer to the Rights Agreement, as amended by this Amendment.
3. 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 one and the same instrument.
The parties hereto have caused this Amendment No. 1 to Preferred Shares
Rights Agreement to be duly executed as of the day and year first above written.
ACCOM, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
President and Chief Executive Officer
U.S. STOCK TRANSFER CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
