EXHIBIT 4(i)
SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS SECOND AMENDMENT to that certain Rights Agreement dated as of June 20,
1996 (the "Rights Agreement"), between Material Sciences Corporation, a Delaware
corporation (the "Company"), and Mellon Investor Services LLC (formerly known as
ChaseMellon Shareholder Services, L.L.C.), as Rights Agent, is dated as of the
30th day of January 2003.
WHEREAS, the Board of Directors of the Company believes that it is in the
best interests of the Company and its stockholders to change the definitions of
"Acquiring Person" and "Distribution Date" set forth in the Rights Agreement, as
amended by the First Amendment to Rights Agreement dated as of June 17, 1998
(the "First Amendment" and together with the Rights Agreement, the "Amended
Rights Agreement") to increase the threshold amount upon which a beneficial
owner of shares of the Company's Common Stock becomes an Acquiring Person and
upon which a beneficial owner triggers the Distribution Date under the Rights
Agreement;
WHEREAS, the Board of Directors of the Company believes that it is in the
best interests of the Company and its stockholders that the Amended Rights
Agreement be further amended as set forth herein; and
WHEREAS, Section 27 of the Amended Rights Agreement authorizes the Board of
Directors of the Company and the Rights Agent to adopt the proposed amendment
without the approval of the holders of the Rights.
NOW, THEREFORE, in consideration of the recitals (which are deemed to be a
part of this Amendment) and agreements contained herein, the parties hereto
agree to amend the Amended Rights Agreement as follows:
1. Section 1(a) of the Amended Rights Agreement is hereby deleted in its
entirety and the following provision is inserted in lieu thereof:
"Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, is (or has previously been,
at any time after the date of this Agreement, whether or not such Person(s)
continues to be) the Beneficial Owner of 20% or more of the shares of
Common Stock then outstanding (determined without taking into account any
securities exercisable or exchangeable for, or convertible into, Common
Stock, other than any such securities beneficially owned by the Acquiring
Person and Affiliates and Associates of such Person). However, "Acquiring
Person" shall not include any Exempt Person.
A Person shall not become an "Acquiring Person" solely as a result of
(i) an acquisition of the 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 20% or more of the shares of Common Stock then
outstanding as determined above, or (ii) such Person becoming the
Beneficial Owner of 20% or more of the shares of Common Stock then
outstanding as determined above solely as a result of an Exempt Event;
provided, however, that if a Person becomes the Beneficial Owner of 20% or
more of the shares of Common Stock then outstanding as determined above
solely by reason of such a share acquisition by the Company or the
occurrence of such an Exempt Event and such Person shall, after becoming
the Beneficial Owner of such shares of Common Stock, become the Beneficial
Owner of any additional shares of Common Stock by any means whatsoever
(other than as a result of the subsequent occurrence of an Exempt Event, a
stock dividend or a subdivision of the shares of Common Stock into a larger
number of shares or a similar transaction), then such Person shall be
deemed to be an "Acquiring Person."
2. Section 1(l) of the Amended Rights Agreement is hereby deleted in its
entirety and the following is inserted in lieu thereof:
"Distribution Date" shall mean the earlier of (i) the tenth day after
the Stock Acquisition Date or (ii) the tenth day after the date (the "Offer
Date") of the commencement by any Person (other than an Exempt Person) of,
or first public disclosure of an intention to commence by any Person (other
than an Exempt Person), a tender offer or exchange offer the consummation
of which would result in any Person having beneficial ownership of 20% or
more of the then outstanding shares of Common Stock (including any Stock
Acquisition Date or Offer Date which is after the date of this Agreement
and prior to the issuance of the Rights).
3. Capitalized terms used but not defined herein shall have the meaning
assigned to such terms in the Amended Rights Agreement.
4. Except as expressly amended hereby, the Amended Rights Agreement remains
in full force and effect.
5. 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
performed entirely within such State.
6. 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 but one and the same instrument.
* * * * * * * * *
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EXHIBIT 4(i)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first written above.
MATERIAL SCIENCES CORPORATION
Attest:
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By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxx, Xx.
Title: Chairman, President and Chief Title: Vice President, Chief Financial
Executive Officer Officer and Secretary
MELLON INVESTOR SERVICES LLC
(formerly known as CHASEMELLON
SHAREHOLDER SERVICES, L.L.C.)
Attest:
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By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxx Name: Xxxxxx Xxxxxxxxxx
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Its: Asst. VP Its: Client Service Manager
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