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Exhibit 4
AMENDMENT TO COMMON SHARES RIGHTS AGREEMENT
This Amendment (the "Amendment") is made effective as of May 18, 1994
to the Common Shares Rights Agreement (the "Agreement") dated as of August 15,
1990, as amended November 15, 1990, between ASK Group, Inc., a Delaware
corporation (the "Company"), and The First National Bank of Boston (the "Rights
Agent").
The Company has entered into an Agreement and Plan of Merger (the
"Merger Agreement") dated as of May 18, 1994 among the Company, Computer
Associates International, Inc., a Delaware corporation ("Parent") and Speedbird
Merge, Inc., a Delaware corporation ("Purchaser"), pursuant to which it is
proposed that Purchaser shall make a cash tender offer (the "Offer") to acquire
all of the issued and outstanding shares of Common Stock of the Company,
including the associated Common Stock purchase rights (the "Rights") issued
pursuant to the Agreement (all issued and outstanding shares of Common Stock of
the Company together with the Rights being referred to herein collectively as
the "Shares") for $13.25 per Share. In furtherance of such acquisition, the
Boards of Directors of Parent, Purchaser and the Company have each approved the
merger of Purchaser with and into the Company or, at the election of Purchaser
and Parent, the merger of the Company with and into Purchaser (the "Merger")
following consummation of the Offer.
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In connection with its approval of the Offer and the Merger, the
Company's Board of Directors, on May 18, 1994, authorized the taking of such
action by the Company as is necessary to make the provisions of the Agreement
inapplicable to the Offer, the Merger and the Stockholder Option Agreement,
dated as of May 18, 1994 among Purchaser and certain stockholders of the
Company with respect to 6,098,903 shares of Common Stock of the Company (the
"Stockholder Option Agreement"). Accordingly, the Company and the Rights Agent
desire to amend the Agreement as set forth herein in accordance with Section 27
of the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby amend the Agreement and agree
as follows:
1. Amendment to Section 1(c). Section 1(c) of the Agreement is
hereby amended to add an additional paragraph immediately following
subparagraph (iii) thereof:
"Notwithstanding anything in this Section 1(c) to the
contrary, Parent, Purchaser and their Affiliates and Associates shall not be
deemed the "Beneficial Owner" of or to "beneficially own" pursuant to Sections
1(c)(i), 1(c)(ii), 1(c)(iii) above any securities which any of them may
acquire, or may have or be deemed to have the right to acquire or vote, or as a
result of any action taken, pursuant to or in compliance with, and on or after
the date of, the Merger Agreement and the Stockholder Option Agreement."
2. Amendment to Section 1(s). Section 1(s) of the Agreement is
hereby amended to add the following clause at the end thereof:
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", other than the Merger (as defined in the Merger Agreement)."
3. Amendment to Add Sections 1(y), 1(z), 1(aa) and (bb). Section
1 of the Agreement is hereby amended to add additional subsections (y), (z),
and (aa) to read in their entirety as follows:
"(y) "Merger Agreement" shall mean the Agreement
and Plan of Merger dated as of May 18, 1994 among Parent, Purchaser and the
Company, as the same may hereafter be amended.
(z) "Parent" shall mean Computer Associates
International, Inc., a Delaware corporation.
(aa) "Purchaser" shall mean Speedbird Merge,
Inc., a Delaware corporation and a wholly owned subsidiary of Parent."
(bb) "Stockholder Option Agreement" shall mean
the Stockholder Option Agreement dated as of May 18, 1994 among Purchaser and
certain stockholders of the Company with respect to 6,098,903 shares of
Common Stock of the Company, as the same may hereafter be amended.
4. Amendment to Add Section 13(g). Section 13 of the Agreement
is hereby amended to add additional subsection (g) to read in its entirety as
follows:
"(g) Notwithstanding anything in this Agreement to
the contrary, Section 13 shall not be applicable to the Merger
(as defined in the Merger Agreement). Upon consummation of
the Merger, all Rights hereunder shall expire."
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5. Consent Required to Amend. As long as neither Parent nor
Purchaser is in material breach of the Merger Agreement and the Merger
Agreement has not been terminated in accordance with its terms, the provisions
of this Amendment and their substantive effect may not be amended or modified
without the consent of Parent and Merger Subsidiary.
6. Effect of Amendment. Except as expressly modified herein, the
Agreement shall remain in full force and effect.
7. Counterparts. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed, all as of the day and year first above written.
ASK GROUP, INC.
a Delaware corporation
By: ________________________________
Title: _____________________________
THE FIRST NATIONAL BANK OF BOSTON
By: ________________________________
Title: _____________________________
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