Exhibit 99.1
AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as of December 20, 1999 (the "Amendment"), between
MMI Companies, Inc., a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services L.L.C., a New Jersey limited liability company, as
rights agent (the "Rights Agent").
WHEREAS, on September 24, 1998, the Company and the Rights Agent amended
and restated the Rights Agreement, dated as of June 14, 1997 (the "Rights
Agreement");
WHEREAS, there is not as of the date hereof any Acquiring Person (as
defined in the Rights Agreement); and
WHEREAS, the Company desires to amend the Rights Agreement in accordance
with Section 27;
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby
agree as follows:
Section 1. Amendment to Definition of "Acquiring Person." Section 1(a)
of the Rights Agreement is amended to add the following sentence after the
last sentence thereof: "Notwithstanding the foregoing, neither The St. Xxxx
Companies, Inc. ("Parent") nor any of its Affiliates shall become an
Acquiring Person as a result of the execution of the Agreement and Plan of
Merger, dated as of December 20, 1999 by and among Parent, Xxxxxx Acquisition
Corp. and the Company (as the same may be amended from time to time, the
"Merger Agreement"), or consummation of the transactions contemplated thereby
pursuant to the terms of the Merger Agreement."
Section 2. Amendment to Section 7(a). Section 7(a) of the Rights Agreement
is amended by deleting the word "or" immediately preceding clause (ii) and
replacing the remainder of the sentence after the "," which preceded the
"or" with the following: "(ii) the time at which the Rights are redeemed as
provided in Section 23 hereof or (iii) immediately prior to the Effective Time
of the Merger (the earlier of (i), (ii) and (iii) being herein referred to as
the "Expiration Date"). For purposes of clause (iii) above, "Effective Time of
the Merger" shall mean such time as a certificate of merger (the "Merger
Certificate") is duly filed with the Secretary of State of the State of
Delaware pursuant to Section 1.3 of the Merger Agreement or at such
later effective time as is specified in the Merger Certificate."
Section 3. Amendment to Section 18(a). Section 18(a) of the Rights
Agreement is amended by replacing the second sentence in its entirety with the
following: "In no case will the Rights Agent be liable for special, indirect,
incidental or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Rights Agent has been advised of
the possibility of such loss or damage."
Section 4. Rights Agreement as Amended. The term "Agreement" as used in
the Rights Agreement shall be deemed to refer to the Rights Agreement as
amended hereby. The foregoing amendments shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
Section 5. Counterparts. This Amendment may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed an
original, but all such counterparts shall together constitute but one and the
same instrument.
Section 6. Governing Law. This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to contracts made and to be performed entirely within such State.
Section 7. Descriptive Headings. Descriptive headings of the several
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
Attest: MMI COMPANIES, INC.
/s/ Xxxxxx X. Xxxxx /s/ B. Xxxxxxxxx Xxxxxx
Name: Xxxxxx X. Xxxxx Name: B. Xxxxxxxxx Xxxxxx
Title: Assistant Secretary Title: Chairman and
Chief Executive Officer
Attest: CHASEMELLON SHAREHOLDER
SERVICES L.L.C.,
as Rights Agent
/s/ Xxxx Xxxxxxx /s/ Xxxxxxx Xxxxxxx
Name: Xxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx
Title: Title: Vice President
