Document/Exhibit Description Pages Size
1: 8-K Baybanks, Inc. 6 22K
2: EX-2.1 Agreement & Plan of Merger 97 314K
3: EX-4.1 Amendment to Rights Agreement Dated 12/12/95 4 17K
4: EX-99.1 Press Release Dated 12/12/95 3 14K
EX-4.1 — Amendment to Rights Agreement Dated 12/12/95
Exhibit Table of Contents
EXHIBIT 4.1
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AMENDMENT TO RIGHTS AGREEMENT
This AMENDMENT, dated as of December 12, 1995, is between BAYBANKS,
INC., a Massachusetts corporation (the "Company"), and THE FIRST NATIONAL BANK
OF BOSTON, as rights agent (the "Rights Agent").
Recitals
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A. The Company and the Rights Agent are parties to a Rights Agreement
dated as of December 23, 1988 (the "Rights Agreement").
B. Bank of Boston Corporation ("Parent"), Boston Merger Corp., a
wholly owned subsidiary of Parent ("Merger Sub") and the Company have entered
into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which
Merger Sub will merge with and into the Company (the "Merger"), and Parent and
the Company have entered into a related Stock Option Agreement (the "Option
Agreement") pursuant to which Parent is granted the right to acquire Common
Stock upon the occurrence of certain conditions. The Board of Directors of the
Company has approved the Merger Agreement, the Merger and the Option Agreement.
C. Pursuant to Section 26 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable in connection with the
foregoing and the Company and the Rights Agent desire to evidence such
amendment in writing.
Accordingly, the parties agree as follows:
1. AMENDMENT OF SECTION 1(d). Section 1(d) of the Rights Agreement
is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, neither Parent nor any of its existing or future Affiliates
or Associates shall be deemed to be an Acquiring Person solely by
virtue of (i) the execution of the Merger Agreement and the Option
Agreement, (ii) the acquisition of Common Stock pursuant to the Merger
Agreement or the Option Agreement or the consummation of the Merger, or
(iii) the consummation of the other transactions contemplated by the
Merger Agreement and the Option Agreement."
2. AMENDMENT OF SECTION 1(ff). Section 1(ff) of the Rights Agreement
is amended to add the following proviso at the end thereof:
"; provided, however, that no Triggering Event shall result
solely by virtue of (i) the execution of the Merger Agreement and the
Option Agreement, (ii) the acquisition of Common Stock pursuant to the
Merger Agreement or the Option Agreement or the consummation of the
Merger, or (iii) the consummation of the other transactions
contemplated by the Merger Agreement and the Option Agreement."
3. AMENDMENT OF SECTION 1. Section 1 of the Rights Agreement is
further amended to add the following subparagraphs at the end thereof:
(gg) "Merger" shall have the meaning set forth in the Merger
Agreement.
(hh) "Merger Agreement" shall mean the Agreement and Plan of
Merger dated as of December 12, 1995, by and between Parent, Boston
Merger Corp., a wholly owned subsidiary of Parent, and the Company, as
amended from time to time."
(ii) "Parent" shall mean Bank of Boston Corporation, a
Massachusetts corporation.
(jj) "Option Agreement" shall mean that certain Stock Option
Agreement, dated as of December 12, 1995, by and between Parent and the
Company relating to the right to acquire Common Stock, as amended from
time to time."
4. AMENDMENT OF SECTION 3(a). Section 3(a) of the Rights Agreement
is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have occurred
solely by virtue of (i) the execution of the Merger Agreement and the
Option Agreement, (ii) the acquisition of Common Stock pursuant to the
Merger Agreement or the Option Agreement or the consummation of the
Merger, or (iii) the consummation of the other transactions
contemplated by the Merger Agreement and the Option Agreement."
5. AMENDMENT OF SECTION 7(a). Section 7(a) of the Rights Agreement
is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, neither (i) the execution of the Merger Agreement and the
Option Agreement; (ii) the acquisition of Common Stock pursuant to the
Merger Agreement or the Option Agreement or the consummation of the
Merger; nor (iii) the consummation of the other transactions
contemplated in the Merger Agreement and the Option Agreement, shall be
deemed to be events that cause the Rights to become exercisable
pursuant to the provisions of this Section 7 or otherwise."
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6. AMENDMENT OF SECTION 11. Section 11 of the Rights Agreement is
amended to add the following sentence after the first sentence of said Section:
"Notwithstanding anything in this Rights Agreement to the
contrary, neither (i) the execution of the Merger Agreement and the
Option Agreement; (ii) the acquisition of Common Stock pursuant to the
Merger Agreement or the Option Agreement or the consummation of the
Merger; nor (iii) the consummation of the other transactions
contemplated in the Merger Agreement and the Option Agreement, shall be
deemed to cause the Rights to be adjusted or to become exercisable in
accordance with this Section 11."
7. AMENDMENT OF SECTION 13. Section 13 of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, neither (i) the execution of the Merger Agreement and the
Option Agreement; (ii) the acquisition of Common Stock pursuant to the
Merger Agreement or the Option Agreement or the consummation of the
Merger; nor (iii) the consummation of the other transactions
contemplated in the Merger Agreement and the Option Agreement, shall be
deemed to be events of the type described in this Section 13 or to
cause the Rights to be adjusted or to become exercisable in accordance
with Section 13."
8. EFFECTIVENESS. This Amendment shall be deemed effective as of the
date first written above, as if executed on such date. Except as amended
hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
9. MISCELLANEOUS. This Amendment shall be deemed to be a contract
made under the laws of the Commonwealth of Massachusetts and for all purposes
shall be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.
This Amendment may be executed in any number of counterparts, 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. If any
provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be effected, impaired or invalidated.
EXECUTED under seal as of the date set forth above.
Attest: BAYBANKS, INC.
/s/ Ilene Beal By: /s/ Michael W. Vasily
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Ilene Beal Michael W. Vasily
Executive Vice President Executive Vice President
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RIGHTS AGENT: THE FIRST NATIONAL BANK OF
BOSTON
By: /s/ Gary A. Spiess
Gary A. Spiess
Cashier
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 12/22/95 | | | | | | | SC 13D |
| For Period End: | | 12/12/95 | | 1 | | 2 |
| List all Filings |
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