Smithfield Companies Inc – ‘8-K’ for 4/30/01 – EX-4

On:  Friday, 5/4/01, at 3:08pm ET   ·   For:  4/30/01   ·   Accession #:  835342-1-500006   ·   File #:  0-17084

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report -- form8k                               3±    17K 
 2: EX-2        Agreement and Plan of Merger                          67    221K 
 3: EX-4        Amendment to Rights Agreement                          2±    13K 
 4: EX-99       Miscellaneous Exhibit -- votingagreement               2      8K 

EX-4   —   Amendment to Rights Agreement

EXHIBIT 4.1                                                                     

AMENDMENT TO                                                                    
AMENDED AND RESTATED RIGHTS AGREEMENT                                           

THIS AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT (the "Amendment") is    
made as of April 30, 2001, by and between THE SMITHFIELD COMPANIES, INC., a     
Virginia corporation (the "Company"), and REGISTRAR AND TRANSFER COMPANY, a New 
Jersey corporation (the "Rights Agent").                                        
W I T N E S S E T H :                                                           
WHEREAS, that certain Amended and Restated Rights Agreement, dated as of August 
16, 1991, was entered into between the Company and The Riggs National Bank of   
Washington, D.C. (the "Rights Agreement") relating to the distribution of a     
dividend of certain rights to the holders of shares of common stock of the      
Company; and                                                                    
WHEREAS, Registrar and Transfer Company, a New Jersey corporation, has agreed to
serve as replacement Rights Agent; and                                          
WHEREAS, Section 27 of the Rights Agreement permits the Company (and, upon the  
direction of the Company, requires the Rights Agent), at any time before the    
Distribution Date (as defined in the Rights Agreement) or the occurrence of a   
Triggering Event (as defined in the Rights Agreement) to supplement or amend the
Rights Agreement in certain respects, and, in accordance with such Section, the 
Company desires to amend the Rights Agreement as set forth herein and hereby    
directs the Rights Agent to join in the execution hereof.                       
NOW, THEREFORE, in consideration of the premises, the mutual promises and       
agreements contained herein, and other good and valuable consideration, the     
receipt and adequacy of which are hereby acknowledged, the parties hereby agree 
as follows:                                                                     
1.  Definitions.  All capitalized terms used herein and not otherwise defined   
shall have the meanings assigned to them in the Rights Agreement.               
2.  Appointment.  Registrar and Transfer Company, a New Jersey corporation      
("R&T"), is hereby appointed as the successor Rights Agent with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent (so as to be substituted in the place and stead of the original Rights    
Agent or any successor entity named as such, including, without limitation,     
Riggs National Bank of Washington, D.C., Wachovia Bank of North Carolina, N.A.  
or any other entity named as Rights Agent under the original rights agreement or
any amendment or restatement thereof).                                          
3.  Amendment.  Section 21 is hereby amended by deleting the fifth sentence and 
in its place substituting a new fifth sentence to read as follows:              
"Any successor Rights Agent, whether appointed by the Company or by such a      
court, shall be a corporation organized and doing business under the laws of the
United States or of the State of New Jersey, or of the State of New York or of  
the Commonwealth of Virginia (or of any other state of the United States so long
as such corporation is authorized to do business as a transfer agent in the     
State of New Jersey, the State of New York or the Commonwealth of Virginia),    
that is authorized under such laws to exercise stock transfer powers and is     
subject to supervision or examination by federal or state authority and that at 
the time of its appointment as Rights Agent is registered as a Transfer Agent in
accordance with the applicable provisions of the Securities Exchange Act of     
1934, as amended, and is qualified to act as a Transfer Agent under the rules of
the New York Stock Exchange."                                                   
4.  Amendment.  Section 26 is amended to delete the notification address of the 
prior Rights Agent and substitute the following in the place and stead thereof: 
Registrar and Transfer Company                                                  
Attn: Vice President - Administration                                           
10 Commerce Drive                                                               
Cranford, NJ 07016                                                              

5.  Amendment.  The following new Section 35 shall be added:                    
"Section 35.    Exemption of Smithfield Foods, Inc. and TSCI Acquisition, Inc.  
Merger:  Notwithstanding anything to the contrary contained in this Agreement:  
(i) the provisions of Sections 3(c), 7(e), 11(a) (ii) and 13(a) shall not apply 
with respect to any transaction undertaken by Smithfield Foods, Inc. ("Parent"),
TSCI Acquisition, Inc. ("Acquiror") or any of their Affiliates or Associates    
pursuant to the Agreement and Plan of Merger, dated April 30, 2001, by and among
Parent, Acquiror and the Company (the "Merger Agreement"), or any action taken  
by any shareholder of the Company pursuant to the letter agreements (each, a    
"Voting Agreement") described in Section 3.1(a) of the Merger Agreement; (ii)   
none of Parent, Acquiror or any of their Affiliates or Associates or any Person 
who is a party to a Voting Agreement shall be deemed to be an Acquiring Person  
as a result of any such transactions or actions; and (iii) no Distribution Date,
Stock Acquisition Date or Triggering Event shall be deemed to have occurred as a
result of any such transactions or actions."                                    
6.  Confirmation.  Except as expressly amended hereby, the Rights Agreement     
shall continue in full force and effect in accordance with the provisions       
thereof.                                                                        
7.  Governing Law.  This Amendment shall be governed by and construed in        
accordance with the laws of the Commonwealth of Virginia.                       
8.  Counterparts.  This Amendment may be executed in any number of counterparts 
and, if so executed, each of such counterparts shall for all purposes be deemed 
to be an original, and all such counterparts shall together constitute one and  
the same instrument.                                                            
IN WITNESS WHEREOF, the parties have caused this Amendment to Amended and       
Restated Rights Agreement to be executed and delivered by their duly authorized 
officers as of the day and year first above written.                            

THE SMITHFIELD COMPANIES, INC.                                                  

By:____________________________________                                         
Its:                                                                            

REGISTRAR AND TRANSFER COMPANY                                                  

By:____________________________________                                         
Its:                                                                            

Dates Referenced Herein

This ‘8-K’ Filing		Date		Other Filings
Filed on:		5/4/01		None on these Dates
For Period End:		4/30/01
				List all Filings