Exhibit 1
AMENDMENT
TO RIGHTS AGREEMENT
Amendment, dated as of February 6, 2000 (the "Amendment"),
between XXXXXX-XXXXXXX COMPANY, a Delaware corporation (the "Company"), and
FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York corporation, as rights
agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into an
Amended and Restated Rights Agreement, dated as of March 25, 1997, as
amended by that certain Amendment dated as of November 3, 1999 (as amended,
the "Rights Agreement");
WHEREAS, the Company was a party to an Agreement and Plan of
Merger, dated as of November 3, 1999, by and among the Company, American
Home Products Corporation and a wholly-owned subsidiary of AHP (the "AHP
Merger Agreement");
WHEREAS, the AHP Merger Agreement has been terminated
pursuant to its terms;
WHEREAS, the Company desires to enter into an agreement
providing for the merger of the Company with a wholly-owned subsidiary of
Pfizer Inc.;
WHEREAS, there is not as of the date hereof any Acquiring
Person (as defined in the Rights Agreement); and
WHEREAS, the Company desires to further amend the Rights
Agreement in accordance with Section 27 thereof.
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 by deleting the last
sentence, beginning with the words "Notwithstanding the foregoing" and
ending with the words "as the case may be." and inserting the following
sentence in its place: "Notwithstanding the foregoing, neither Pfizer Inc.
("Pfizer") 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
February 6, 2000 by and among Pfizer, Seminole Acquisition Sub 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. 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 3. 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 4. 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 5. 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: XXXXXX-XXXXXXX COMPANY
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxxxx X.X. xx Xxxx
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Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxxx X.X. xx Xxxx
Title: Senior Vice President and Title: Chairman, President
General Counsel and Chief Executive
Officer
Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK, as Rights Agent
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Assistant Vice President Title: Vice President