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Exhibit 99.4
FIRST AMENDMENT
to
RIGHTS AGREEMENT DATED AS OF NOVEMBER 25, 1986
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WHEREAS, Bird Incorporated (the "Company") entered into a Rights
Agreement dated as of November 25, 1986 (the "Rights Agreement") with The First
National Bank of Boston (the "Rights Agent");
WHEREAS, the Company is a party to an Agreement of
Reorganization and Plan of Merger dated as of April 17, 1990 (the
"Reorganization Agreement") by and among the Company, BI Sub Inc., and Bird
Corporation (the "Holding Company"), pursuant to which, effective as of May 24,
1990 (the "Effective Time"), the Company has become a wholly owned subsidiary of
the Holding Company and outstanding shares of the Company's common stock have
been converted into shares of the Holding Company's common stock on a
share-for-share basis; and
WHEREAS, Section 26 of the Rights Agreement provides that the
Company and the Rights Agent may from time to time supplement or amend the
Rights Agreement; and
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement as hereinafter set forth to implement the provisions of the
Reorganization Agreement;
NOW, THEREFORE, the Rights Agreement is hereby amended as
follows:
1. At the Effective Time, the Holding Company shall assume the
Company's rights and obligations under the Rights Agreement, and from and after
the Effective Time the term "Company" as used throughout the Rights Agreement
shall mean Bird Corporation.
2. Each right to purchase common stock of Bird Incorporated
issued pursuant to the Rights Agreement shall be converted into and become a
right to purchase an equal number or amount of shares of the Holding Company's
common stock at the same exercise price and on the same terms and conditions as
applicable immediately prior to the Effective Time.
3. The Holding Company will reserve, for purposes of issuance
pursuant to the Rights Agreement, a number of shares of the Holding Company's
common stock equal to the number of
2
-2-
shares of the Company's common stock reserved by the Company for such purpose
immediately prior to the Effective Time.
4. Except as provided herein, the Rights Agreement shall remain
in effect in accordance with its terms and shall not be changed as a result of
the Reorganization Agreement.
IN WITNESS WHEREOF, Bird Incorporated and the Rights Agent have
caused this Amendment to be executed by their duly authorized officers as of the
24th day of May, 1990.
BIRD INCORPORATED
By:/s/Frank S. Anthony
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Name: Frank S. Anthony
Title: Vice President
THE FIRST NATIONAL BANK OF
BOSTON, as Rights Agent
By:/s/ T. Farley, Jr.
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Name: T. Farley, Jr.
Title: Vice President
Bird Corporation hereby assumes the Rights Agreement dated as of
November 25, 1986 and agrees to be bound by the terms of the Rights Agreement as
hereinabove amended.
BIRD CORPORATION
By:/s/ W. A. Krivsky
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Name: W. A. Krivsky
Title: Vice President