Exhibit 4.1
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of March 22, 1999 to the
Amended and Restated Rights Agreement (the "Rights Agreement"), dated as of June
12, 1998, by and between MediaOne Group, Inc., a Delaware corporation (the
"Company"), and State Street Bank and Trust Company, 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 by and between the Company and
Comcast, a Pennsylvania 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 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 and in the best interests of the shareholders of the Company to
amend the Rights Agreement as set forth herein; and
WHEREAS, pursuant to Section 27 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 definition hereby replaces in
its entirety subsection (z) of Section 1 of the Rights Agreement:
(z) "15% Stockholder" shall mean any Person that, together
with all Affiliates and Associates of such Person, hereafter acquires
Beneficial Ownership of, in the aggregate, a number of Voting Shares of
the Company equal to 1% or more of the Voting Shares then outstanding
and thereupon or thereafter Beneficially Owns 15% or more of the Voting
Shares of the Company then outstanding; PROVIDED, HOWEVER, that the
term "15% Stockholder" shall not include: (i) the Company, any
Subsidiary of the Company, any employee benefit plan of the Company or
of a Subsidiary of the Company, or any Person holding Voting Shares for
or pursuant to the terms of any such employee benefit plan; (ii) any
Person if such Person would not otherwise be a 15% Stockholder but for
a reduction in the number of outstanding Voting Shares resulting from a
stock repurchase program or other similar plan of the Company or from a
self-tender offer of the Company, which plan or tender offer commenced
on or after the date hereof; PROVIDED , HOWEVER, that the term "15%
Stockholder" shall include such Person from and after the first date
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upon which (A) such Person, since the date of the commencement of such
plan or tender offer, shall have acquired Beneficial Ownership of, in
the aggregate, a number of Voting Shares of the Company equal to 1% or
more of the Voting Shares of the Company then outstanding and (B) such
Person, together with all Affiliates and Associates of such Person,
shall Beneficially Own 15% or more of the Voting Shares of the Company
then outstanding; or (iii) Comcast Corporation or any of its Affiliates
or Associates who become the Beneficial Owner of 15% of the Voting
Shares of the Company by reason of (A) the approval, execution,
delivery and performance of the Merger Agreement by the parties
thereto, (B) the approval of the Merger Agreement by the stockholders
of the parties thereto or (C) the consummation of the transactions
contemplated by the Merger Agreement; PROVIDED, HOWEVER, that in the
event that Comcast or its Affiliates or Associates collectively become
the Beneficial Owner of 15% or more of the Voting Shares then
outstanding in any manner other than as contemplated in the Merger
Agreement, the provisions of this Subsection (iii) (other than this
proviso) shall terminate. In calculating the percentage of the
outstanding Voting Shares that are Beneficially Owned by a Person for
purposes of this subsection (z), Voting Shares that are Beneficially
Owned by such Person shall be deemed outstanding, and Voting Shares
that are not Beneficially Owned by such Person and that are subject to
issuance upon the exercise or conversion of outstanding conversion
rights, rights (other than Rights), warrants or options shall not be
deemed outstanding. Any determination made by the Board of Directors of
the Company as to whether any Person is or is not a 15% Stockholder
shall be conclusive and binding upon all holders of Rights.
SECTION 2. 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 3. 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 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.
MEDIAONE GROUP, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
By:
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Name:
Title:
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