EXHIBIT 4.3
AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
This Amendment to SHAREHOLDER RIGHTS AGREEMENT (this "Amendment"),
dated as of April 14, 2003, is between MORGAN'S FOODS, INC., an Ohio corporation
(the "Company"), and FIFTH THIRD BANK, an Ohio banking corporation (the "Rights
Agent").
RECITALS:
WHEREAS, the Company and the Rights Agent are parties to that certain
Shareholder Rights Agreement, dated as of April 8, 1999 (the "Shareholder Rights
Agreement"), which was authorized by the Company's Board of Directors to provide
shareholders of the Company with the opportunity to benefit from the long-term
prospects and value of the Company and to ensure that shareholders of the
Company receive fair and equal treatment in the event of any proposed takeover
of the Company; and
WHEREAS, the Company desires to amend the Shareholder Rights Agreement
in connection with the execution of an agreement by Mortgage Information
Services, Inc., an Ohio corporation controlled by Leonard Stein-Sapir, Chairman
of the Board of Directors of the Company, to acquire Common Shares of the
Company in a private transaction from Richard Arons, a director of the Company,
and the consummation of the transactions contemplated thereby.
AGREEMENTS
1. DEFINED TERMS. Unless otherwise defined herein, capitalized
terms used in this Amendment shall have the meanings ascribed thereto in the
Shareholder Rights Agreement.
2. ACQUIRING PERSON. The definition of the term "Acquiring
Person" in Section 1(a) of the Shareholder Rights Agreement is hereby deleted in
its entirety and replaced with the following:
"Acquiring Person" means any Person (as defined herein) who, together
with all Affiliates (as defined herein) and Associates (as defined herein) of
such Person, is the Beneficial Owner (as defined herein) of 21% or more of the
Common Shares then outstanding, but does not include (i) the Company, (ii) any
Subsidiary (as defined herein) of the Company, (iii) any employee benefit plan
or compensation arrangement of the Company or of any Subsidiary of the Company
or (iv) any Person holding Common Shares organized, appointed or established by
the Company or by any Subsidiary of the Company for or pursuant to the terms of
any employee benefit plan or compensation arrangement described in Section
1(a)(iii) (the Persons described in clauses (i) through (iv) above are referred
to herein as "Exempt Persons").
Notwithstanding the foregoing, Leonard R. Stein-Sapir will not become
an "Acquiring Person" (i) as a result of the acquisition by him (or any of his
Associates or Affiliates, including, without limitation, Mortgage Information
Services, Inc., an Ohio corporation ("MIS")) of 444,733 Common Shares from
Richard Arons or Affiliates or Associates of Richard Arons pursuant to that
certain Share Purchase Agreement to be entered into on or about April 16, 2003,
approved by the Board of Directors of the Company or (ii) as a result of the
acquisition by him (or any of his Associates or Affiliates, including, without
limitation, MIS) from time to time from and after April 16, 2003, of additional
Common Shares so long as upon consummation of any such acquisition Mr.
Stein-Sapir and his Affiliates and Associates in the aggregate beneficially own
not more than 38% of the Common Shares issued and outstanding at the time of
such consummation.
Notwithstanding the foregoing, no Person will become an "Acquiring
Person" as a result of an acquisition by the Company of Common Shares that, by
reducing the number of shares outstanding, increases the proportionate number of
shares beneficially owned by such Person from below 21% to 21% or more of the
Common Shares then outstanding; however, if a Person becomes a Beneficial Owner
of 21% or more of the Common Shares then outstanding by reason of share
purchases by the Company and, after those share purchases are made, becomes the
Beneficial Owner of any additional Common Shares (other than pursuant to a share
split, share dividend or similar transaction) and immediately thereafter is the
Beneficial Owner of 21% or more of the Common Shares then outstanding, then that
Person will be an "Acquiring Person."
In addition, notwithstanding the foregoing, a Person is not an
"Acquiring Person" if the Board of Directors determines that a Person who would
otherwise be an "Acquiring Person," inadvertently acquired the Common Shares
that would otherwise make the Person an "Acquiring Person," if that Person as
promptly as practicable divests a sufficient number of Common Shares so that
that Person is a Beneficial Owner of less than 21% of the Common Shares then
outstanding.
3. COUNTERPARTS. This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute one action. The signature page of any individual or
entity, or copies or facsimiles thereof, may be appended to any counterparts of
this action and when so appended shall constitute an original.
4. FULL FORCE AND EFFECT. Except as expressly amended by this
Amendment, all other terms and conditions of the Shareholder Rights Agreement
shall remain in full force and effect and unmodified hereby.
5. GOVERNING LAW. This Amendment is governed by and construed in
accordance with the laws of the State of Ohio, without regard to principles of
conflicts of law.
IN WITNESS WHEREOF, this Amendment has been executed in one or more
counterparts by or on behalf of each of the parties hereto as of the date first
written above.
MORGAN'S FOODS, INC., an Ohio corporation
By: /s/ Kenneth L. Hignett
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Name: KENNETH L. HIGNETT
Title: SR. V.P. CFO & SEC'Y
FIFTH THIRD BANK, an Ohio banking corporation,
as Rights Agent
By: /s/ Geoffrey D. Anderson
-------------------------------------
Name: GEOFFREY D. ANDERSON
Title: AVP
MORGAN'S FOOD, INC.
SHAREHOLDER RIGHTS AGREEMENT
CHANGE OF RIGHTS AGENT
Morgan's Foods, Inc. (the "Company") hereby removes Firstar Bank, N.A.,
as the Rights Agent of the Shareholder Rights Agreement, dated as of April 8,
1999 (the "Rights Plan"), and appoints as the successor Rights Agent, Fifth
Third Bank, an Ohio banking corporation.
April 28, 2003
By: /s/ Kenneth L. Hignett
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Kenneth L. Hignett
Senior Vice President, Chief Financial Officer and Secretary
CONSENT TO APPOINTMENT AS RIGHTS AGENT
Fifth Third Bank, an Ohio banking corporation, hereby accepts the
appointment as Rights Agent of the Rights Plan and acknowledges that it will
have the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent.
April 28, 2003
By: /s/ Geoffrey D. Anderson
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Name: Geoffrey D. Anderson
Title: AVP