EXHIBIT 2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of February 28, 1999 to the
Rights Agreement dated as of December 30, 1996 between UNISOURCE WORLDWIDE,
INC., a Delaware corporation (the "Company"), and NATIONAL CITY BANK, as Rights
Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, concurrently with the execution hereof, the Company has entered
into an Agreement and Plan of Merger among the Company, UGI Corporation, a
Pennsylvania corporation, and Vulcan Acquisition Corp., a Delaware corporation
(the "Merger Agreement"); and
WHEREAS, the Board of Directors of the Company has approved, authorized
and adopted the Merger Agreement and the transactions contemplated thereby and,
subject to certain conditions, is bound to recommend to the stockholders of the
Company the approval and adoption of the Merger Agreement; and
WHEREAS, the Board of Directors of the Company has determined that in
connection with the Merger Agreement and the transactions contemplated thereby,
it is desirable to amend the Rights Agreement dated as of December 30, 1996
between the Company and the Rights Agent (the "Rights Agreement") as set forth
herein; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and
the Rights Agent desire to amend the Rights Agreement as set forth herein;
NOW, THEREFORE, the Rights Agreement is amended as follows:
SECTION 1. Proposed Merger. The following subsection (d) is hereby added
to Section 3 of the Rights Agreement in its appropriate position:
(d) Notwithstanding anything in this Agreement to the
contrary, (i) no Distribution Date, Stock Acquisition Date or
Triggering Event shall be deemed to have occurred, (ii) neither UGI
Corporation nor any of its Subsidiaries (collectively, the
"Acquisition Group") shall be deemed to have become an
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Acquiring Person and (iii) no holder of Rights shall be entitled to
any rights or benefits pursuant to Sections 7(a), 11(a), 13(a) or any
other provision of this Agreement, in each case by reason of (x) the
approval, execution, delivery and performance of the Agreement and
Plan of Merger dated as of the date hereof among the Company, UGI
Corporation, a Pennsylvania corporation, and Vulcan Acquisition Corp.,
a Delaware corporation (the "Merger Agreement"), by the parties
thereto, (y) the approval of the Merger Agreement by the stockholders
of the parties thereto or (z) the consummation of the transactions
contemplated by the Merger Agreement; provided that in the event that
one or more members of the Acquisition Group collectively become the
Beneficial Owner of 20% or more of the Common Shares then outstanding
in any manner other than as set forth in the Merger Agreement, the
provisions of this sentence (other than this proviso) shall
terminate."
SECTION 2. Deletion of References to Continuing Directors. (a) Each
instance of the words "Continuing Directors" appearing in Sections 1(a),
11(a)(ii)(B), 11(a)(iii), 11(q), 13(e), 21 and Exhibit B of the Rights
Agreement is hereby replaced by "members of the Board of Directors of the
Company".
(b) The definition of "Continuing Director" contained in Section 1(g) of
the Rights Agreement is hereby replaced by the words "intentionally omitted".
(c) Each instance of the word "such" following the appearance of the
phrase "(a "Qualifying Offer")" in Section 11(a)(ii)(B) is hereby replaced by
the word "the".
(d) Each proviso appearing in the first sentence of Section 23(a) of the
Rights Agreement is hereby deleted in its entirety.
(e) Subsection (ii) appearing in the the fourth sentence of Section 26 of
the Rights Agreement is hereby deleted in its entirety and the subsection
designation "(iii)" immediately following subsection (ii) is hereby changed to
"(ii)".
(f) Each instance of the parenthetical "(with, where specifically provided
for herein, the concurrence of the Continuing Directors)" in Section 28 of the
Rights Agreement is hereby deleted in its entirety.
(g) The words "or the Continuing Directors" appearing in the last sentence
of Section 28 of the Rights Agreement is hereby deleted.
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SECTION 3. Effectiveness. This Amendment shall be deemed effective as of
the date first set forth above. Except as amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected hereby.
SECTION 4. Miscellaneous. 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 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
term, 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 affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
UNISOURCE WORLDWIDE, INC.
By: /s/ Thomas A. Decker
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Name: Thomas A. Decker
Title: Senior Vice President and
General Counsel
NATIONAL CITY BANK
By: /s/ Sherry L. Damore
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Name: Sherry L. Damore
Title: Vice President
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