EXHIBIT 4.(a)
AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
THIS AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT (this "Amendment") is
made and entered into this 20th day of February, 1997, effective for all
purposes as of the 6th day of December, 1996 by and between FLORIDA PROGRESS
CORPORATION, a Florida corporation (the "Company") and THE FIRST NATIONAL BANK
OF BOSTON (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, Florida Progress Corporation (the "Company"), a Florida
corporation, and Manufacturers Hanover Trust Company ("Manufacturers"), a New
York Corporation, previously entered into that certain Shareholder Rights
Agreement dated November 21, 1991 (the "Rights Agreement"), with Manufacturers
serving as the original Rights Agent under and as defined in the Rights
Agreement; and
WHEREAS, under and in accordance with the Rights Agreement, ChaseMellon
Shareholder Services, L.L.C. ("ChaseMellon") succeeded Manufacturers Hanover
Trust Company as Rights Agent; and
WHEREAS, under and in accordance with the Rights Agreement, and
pursuant to a Rights Agency Agreement effective December 6, 1996, The First
National Bank of Boston succeeded ChaseMellon as, and now is, the sole Rights
Agent; and
WHEREAS, in furtherance of the substitution of The First National Bank
of Boston as Rights Agent, the parties desire to amend the terms and provisions
of the Rights Agreement in certain respects;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth in this Agreement, the parties hereby agree as follows:
1. REFERENCE TO RIGHTS AGREEMENT.
Reference is hereby made to the Rights Agreement. The Company and the
Rights Agent do hereby agree that the Rights Agreement and its terms and
provisions shall be and are hereby amended by this Amendment. Except as amended
hereby, all terms and provisions of the Rights Agreement as in effect
immediately prior to the effectiveness hereof are hereby ratified and affirmed.
Any reference in this Amendment to the Rights Agreement shall be deemed a
reference to the Rights Agreement as amended hereby, unless the context herein
indicates otherwise. Capitalized terms used herein shall have the meanings given
such terms in the Rights Agreement, except as the manner in which such terms are
used herein indicates otherwise.
Amendment to Shareholder Rights Agreement
Page 2
2. SUBSTITUTION OF RIGHTS AGENT.
The appointment and substitution of The First National Bank of Boston
as the sole Rights Agent under the Rights Agreement is confirmed and ratified.
Any reference in the Rights Agreement to the "Rights Agent" shall be deemed to
be a reference to The First National Bank of Boston unless and until The First
National Bank of Boston shall cease to be the Rights Agent in accordance with
the terms of the Rights Agreement.
3. AMENDMENT OF SECTION 2.
The second sentence of Section 2 of the Rights Agreement is hereby
deleted and in its place and stead is substituted the following:
* * *
The Company may from time to time appoint such co-Rights Agent or Agents as it
may deem necessary or desirable, in its sole discretion, upon ten (10) days'
prior written notice to the Rights Agent. No co-Rights Agent shall have any duty
to supervise, nor shall any co-Rights Agent have any liability for or with
respect to any act or omission of, any other co-Rights Agent.
* * *
4. AMENDMENT OF SECTION 3.
Section 3(e) of the Rights Agreement is hereby deleted and in its place
and stead is substituted the following:
* * *
(e) Rights shall be issued in respect of all shares of Common Stock
which are issued after the Record Date but prior to the earlier of the
Distribution Date or the Expiration Date. Certificates representing such shares
of Common Stock shall also be deemed to be certificates for Rights, and shall
bear a legend substantially to the following effect (provided, however, no
legend shall be deemed not to comply with this provision by reason of any error
in reference to the Rights Agent or to the date of this Agreement or any
amendment or supplement hereto, or any other matter of similar importance; and,
provided further, however, that any legend on any such certificate which
substantially complied with this provision as in effect when such legend was
placed on such certificate shall be deemed to comply with this Agreement as from
time to time in effect):
Amendment to Shareholder Rights Agreement
Page 3
This certificate also evidences and entitles the holder of this
certificate to certain Rights as set forth in the Shareholder Rights
Agreement, as amended (the "Rights Agreement"), between Florida
Progress Corporation (the "Corporation") and the rights agent named
therein (the "Rights Agent"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal office of the Corporation. Under certain circumstances, as
set forth in the Rights Agreement, such Rights will be evidenced by
separate certificates and will no longer be evidenced by this
certificate. The Corporation will mail to the holder of this
certificate a copy of the Rights Agreement, as in effect on the date of
mailing, without charge, promptly after receipt of a written request
therefor. Under certain circumstances set forth in the Rights
Agreement, Rights issued to, or held by, any Person who is, was or
becomes an Acquiring Person or any Affiliate or Associate thereof (as
such terms are defined in the Rights Agreement), whether currently held
by or on behalf of such Persons or by any subsequent holder, may become
null and void.
The Rights shall not be exercisable, and shall be void so long as held,
by a holder in any jurisdiction where the requisite qualification to
the issuance to such holder, or the exercise by such holder, of the
Rights in such jurisdiction shall not have been obtained or be
obtainable.
With respect to certificates containing such a legend, until the earlier of: (i)
the Distribution Date or (ii) the Expiration Date, the Rights associated with
the Common Stock represented by such certificates shall be evidenced by such
certificates alone and registered holders of Common Stock shall also be the
registered holders of the associated Rights, and the transfer of any of such
certificates shall also constitute the transfer of the Rights associated with
the Common Stock represented by such certificates.
* * *
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
such date, and effective such date, as first above written.
FLORIDA PROGRESS CORPORATION THE FIRST NATIONAL BANK
OF BOSTON
By: /s/ Jeffrey R. Heinicka By: /s/Colleen Shea
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Jeffrey R. Heinicka Authorized Officer
Senior Vice President and
Chief Financial Officer