EXHIBIT 99.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of April 8, 1998 (the
"Amendment"), between Claremont Technology Group, Inc., an Oregon corporation
(the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights
Agent").
WHEREAS, the above-mentioned parties have previously entered into that
certain Rights Agreement dated as of February 5, 1998 (the "Rights Agreement")
governing certain preferred stock purchase rights (the "Rights") of the
Company's shareholders;
WHEREAS, the Company has entered into an Agreement and Plan of Merger (the
"Merger Agreement"), by and among the Company, Complete Business Solutions,
Inc., a Michigan corporation ("CBSI"), and CBSI Acquisition Corp. III, a
Michigan corporation and a wholly-owned subsidiary of CBSI ("Sub"), pursuant to
which Sub will be merged with and into the Company and the Company shall become
a wholly-owned subsidiary of CBSI (the "Merger");
WHEREAS, the Board of Directors deems it desirable and in the best
interests of the Company and its shareholders that the transactions contemplated
by the Merger Agreement be consummated;
WHEREAS, the Merger Agreement provides that prior to the execution of the
Merger Agreement, the Board of Directors of the Company shall have approved an
amendment to the Rights Agreement to the effect that CBSI, Sub and their
affiliates shall not become an Acquiring Person (as such term is defined in the
Rights Agreement); and
WHEREAS, such parties wish to amend the Rights Agreement in the manner set
forth below.
NOW, THEREFORE, in consideration of the premises and the mutual agreement
herein set forth, the parties hereby agree as follows:
1. All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings given them in the Rights Agreement, and each reference
in the Rights Agreement to "this Agreement," "hereof," "herein," "hereunder" or
"hereby" and each other similar reference shall be deemed to refer to the Rights
Agreement as amended hereby. All references to the Rights Agreement in any
other agreement between or among any of the parties hereto relating to the
transactions contemplated by the Rights Agreement shall be deemed to refer to
the Rights Agreement as amended hereby.
2. The definition of "Acquiring Person" in Section 1 of the Rights
Agreement is hereby amended and restated in its entirety as follows:
(a) "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 shares of Common Stock then outstanding, but shall not include
(i) the Company, (ii) any Subsidiary of the Company, (iii) any employee
benefit plan of the Company or any Subsidiary of the Company, or any Person
or entity holding shares of Common Stock for or pursuant to the terms of
any such plan to the extent, and only to the extent, of such shares so
held, or (iv) Complete Business Solutions, Inc., a Michigan corporation
("CBSI"), CBSI Acquisition Corp. III, a Michigan corporation and a
wholly-owned subsidiary of CBSI ("Sub") or any of their Affiliates or
Associates which otherwise would become an Acquiring Person solely by
reason or as a result of the execution or delivery of the Merger Agreement
dated as of April 8, 1998 by and among the Company, CBSI and Sub (the "CBSI
Merger Agreement") pursuant to which Sub will be merged with and into the
Company and the Company shall become a wholly-owned subsidiary of CBSI (the
"Merger") or the consummation of the Merger or any other transaction
contemplated by the CBSI Merger Agreement. Notwithstanding the foregoing,
no Person shall become an "Acquiring Person" as the result of an
acquisition of shares of Common Stock 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 shares of Common
Stock of the Company then outstanding; provided, however, that if a Person
shall become the Beneficial Owner of 15% or more of the Common Stock 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 shares of Common Stock of the Company, then such
Person shall be deemed to be an "Acquiring Person" if such Person is then
the Beneficial Owner of 15% or more of the Common Stock then outstanding.
In addition, if the Board of Directors of the Company determines in good
faith that a Person who would otherwise be an "Acquiring Person," as
defined in this paragraph (a), has become such inadvertently, and such
Person divests as promptly as practicable a sufficient number of shares of
Common Stock so that such Person would no longer be an "Acquiring Person,"
then such Person shall not be deemed an "Acquiring Person" for any purposes
of this Agreement unless and until such Person shall again become an
"Acquiring Person."
3. This Amendment may be signed in any number of counterparts, each of
which shall be deemed an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
4. Except as modified by this Amendment, the Rights Agreement shall
remain in full force and effect without any modification.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
CLAREMONT TECHNOLOGY GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: Assistant Vice President
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