EXHIBIT 5
---------
AMENDMENT TO RIGHTS AGREEMENT
This AMENDMENT, dated as of November 24, 1999, is between Oak
Industries Inc. , a Delaware corporation (the "Company"), and Bank of
Boston, as rights agent (the "Rights Agent").
RECITALS
A. The Company and the Rights Agent are parties to a Rights
Agreement dated as of December 7, 1995 (the "Rights Agreement").
▇. ▇▇▇▇▇▇▇ Incorporated, a New York corporation ("Parent"), Riesling
Acquisition Corporation, a Delaware corporation, and the Company have
entered into an Agreement and Plan of Merger dated as of November 13, 1999
as it may be amended from time to time (the "Merger Agreement"), pursuant
to which Riesling Acquisition Corporation, a wholly-owned subsidiary of
Parent, will merge with and into the Company (the "Merger"). The Board of
Directors of the Company has approved the Merger Agreement and the Merger.
C. Pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable in connection
with the Merger and the Company and the Rights Agent desire to evidence
such amendment in writing.
Accordingly, the parties agree as follows:
1. AMENDMENT OF SECTION 1(d). Section 1(d) of the Rights Agreement
is hereby amended to add the following sentence at the end thereof:
"Neither Parent (as defined herein), Merger Subsidiary (as
defined herein), or any of their respective existing or
future Affiliates or Associates shall be deemed to be an
Affiliate or Beneficial Owner solely by virtue of and in
connection with (i) the execution of the Merger Agreement
(as defined herein), (ii) the acquisition of Common Stock
or other capital stock of the Company pursuant to the Merger
Agreement or the consummation of the Merger (as defined
herein) or (iii)the consummation of the other transactions
contemplated by the Merger Agreement."
2. AMENDMENT OF SECTION 1(r). Section 1(r) of the Rights Agreement
is hereby amended to add the following proviso at the end thereof:
"; provided, however, that no Distribution Date shall be deemed
to have occurred solely by virtue of (i) the execution of the
Merger Agreement, (ii) the acquisition of Common Stock or other
capital stock of the Company pursuant to the Merger Agreement
or the consummation of the Merger or (iii) the consummation of
the other transactions contemplated by the Merger Agreement."
3. AMENDMENT OF SECTION 1. Section 1 of the Rights Agreement is
hereby further amended to add the following subparagraphs at the end
thereof:
(nn) "Merger" shall have the meaning set forth in the Merger
Agreement.
(oo) "Merger Agreement" shall have the meaning set forth in
Section 35 hereof.
(pp) "Merger Subsidiary" shall have the meaning set forth in
Section 35 hereof.
(11) "Parent" shall have the meaning set forth in Section 34
hereof.
4. AMENDMENT OF SECTION 3(a). Section 3(a) of the Rights Agreement
is hereby amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
a Distribution Date shall not be deemed to have occurred solely
by virtue of (i) the execution of the Merger Agreement, (ii) the
acquisition of Common Stock or other capital stock of the Company
pursuant to the Merger Agreement or the consummation of the Merger
or (iii) the consummation of the other transactions contemplated
by the Merger Agreement."
5. AMENDMENT OF SECTION 7(a). Section 7(a) of the Rights Agreement
is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
none of (i) the execution of the Merger Agreement, (ii) the
acquisition of Common Stock or other capital stock of the Company
pursuant to the Merger Agreement or the consummation of the Merger
or (iii) the consummation of the other transactions contemplated
by the Merger Agreement shall be deemed to be events that cause
the Rights to become exercisable pursuant to the provisions of
this Section 7 or otherwise."
6. AMENDMENT OF SECTION 11. Section 11 of the Rights Agreement is
amended to add the following sentence after the first sentence of said
Section:
"Notwithstanding anything in this Rights Agreement to the contrary,
none of (i) the execution of the Merger Agreement, (ii) the
acquisition of Common Stock or other capital stock of the Company
pursuant to the Merger Agreement or the consummation of the Merger
or (iii) the consummation of the other transactions contemplated
in the Merger Agreement shall be deemed to be events of the type
described in this Section 11 or to cause the Rights to be adjusted
or to become exercisable in accordance with this Section 11."
7. AMENDMENT OF SECTION 13. Section 13 of the Rights Agreement is
amended to add a new paragraph (e) at the end thereof:
"(e) Notwithstanding anything in this Rights Agreement to the
contrary, none of (i) the execution of the Merger Agreement,
(ii) the acquisition of Common Stock or other capital stock of
the Company pursuant to the Merger Agreement or the consummation
of the Merger or (iii) the consummation of the other transactions
contemplated in the Merger Agreement shall be deemed to be events
of the type described in this Section 13 or to cause the Rights
to be adjusted or to become exercisable in accordance with this
Section 13."
8. ADDITION OF SECTION 35. The Rights Agreement is hereby modified,
supplemented and amended to add the following new Section 35:
"Section 35. Merger With Merger Subsidiary.
The Company and Corning Incorporated, a New York corporation
("Parent"), have entered into an Agreement and Plan of Merger,
dated as of November 13, 1999 as it may be amended from time
to time (the "Merger Agreement"), pursuant to which a newly
formed and wholly-owned subsidiary of Parent ("Merger Subsidiary"),
shall merge with and into the Company. Notwithstanding anything
in this Rights Agreement to the contrary, if the Merger Agreement
shall be terminated for any reason, then (a) the last sentence of
Section 1(d) hereof shall be deemed repealed and deleted without
any further action on the part of the Company or the Rights Agent
and (b) the proviso at the end of Section 1(r) hereof shall be
deemed repealed and deleted without any further action on the part
of the Company or the Rights Agent."
9. EFFECTIVENESS. This Amendment shall be deemed effective as of
the date first written above, as if executed on such date. Except as
amended hereby, the Rights Agreement shall remain in full force and effect
and shall be otherwise unaffected hereby.
10. 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 the State of
Delaware applicable to contracts to be made and performed entirely within
the State of Delaware without giving effect to the principles of conflict
of laws thereof. 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 provision, covenant or restriction of
this Agreement 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.
EXECUTED under seal as of the date first set forth above.
Attest: OAK INDUSTRIES INC.
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/▇▇▇▇ ▇▇▇
--------------------- ---------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇
Title: Senior Counsel Title: Vice President,
General Counsel
and Secretary
Attest: RIGHTS AGENT: BANKBOSTON N.A.
c/o EQUISERVE LIMITED PARTNERSHIP
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
---------------------- ----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
Title: Senior Account Manager Title: Director-Client
Administration
1