Exhibit 4.3


 


FIRST AMENDMENT


to


RIGHTS AGREEMENT


 


FIRST AMENDMENT, dated as of November 4, 2003 (the
“Amendment”), to the Rights Agreement, dated as of November 15, 2001 (the
“Agreement”), by and between Weight Watchers International, Inc., a
Virginia corporation (the “Company”), and EquiServe Trust Company, N.A., a
federally chartered trust company (the “Rights Agent”).  Capitalized terms used herein and not
otherwise defined herein have the meanings ascribed to such terms in the
Agreement.


W I T N E S S E T H:


WHEREAS, on November 14, 2001 the Board of Directors of the Company
approved the adoption of the Agreement in order to protect the Company and
its shareholders from certain non-negotiated takeover attempts (or the
acquisition of a substantial percentage of the common equity of the Company)
which present the risk of a change of control or related risks on terms which
may be less favorable to the Company’s shareholders than would be available in
a transaction negotiated with and approved by the Company;


WHEREAS, pursuant to Section 27 of the Agreement, the Company and the
Rights Agent may from time to time supplement or amend any provision of the
Agreement in accordance with the terms of such Section 27; and


WHEREAS, in furtherance of the foregoing, the parties to
the Agreement believe it is in the best interests of the holders of Rights
under the Rights Agreement and the Company to amend the Agreement as set forth
herein.


 


NOW, THEREFORE, in consideration of the premises and
of the mutual agreements, covenants, representations and warranties contained
herein, the parties, intending to be legally bound, agree as follows:


 


Section 1. Amendment of Rights Agreement.


(a) Effective as of the date of this Amendment, the
parties to this Amendment hereby amend Section 1(a) of the Agreement to read in
its entirety as follows:


“Acquiring Person” shall
mean any Person who or which, together with all Associates and Affiliates of
such Person, shall be the Beneficial Owner of ten percent (10%) or more of the
then outstanding Common Stock, but shall not include (i) any Exempted Entity,
(ii) the Company, (iii) any Subsidiary of the Company, (iv) any employee
benefit plan of the Company, or of any Subsidiary of the Company, or any Person
or entity organized, appointed or established by the Company for or pursuant to
the terms of any such plan, (v) FMR Corp., together with all
of its Affiliates and Associates (“FMR”), but only so long as (A) FMR is the
Beneficial Owner of less than twenty percent (20%) of the Common Stock then
outstanding and (B) FMR reports or is required to report such ownership on Schedule 13G
under the Securities and Exchange 

















 


Act of 1934, as amended (the “Exchange Act”), or Schedule 13D
under the Exchange Act (or any comparable or successor report) which Schedule
13D does not state any intention to or reserve the right to control or
influence the management or policies of the Company or engage in any of the
actions specified in Item 4 of such schedule, nor to take any action in
connection with or as a participant in any transaction having such purpose or
effect, (vi) any Person who becomes the Beneficial Owner of ten
percent (10%) or more (or twenty percent (20%) or more in the case of FMR) of the shares
of Common Stock then outstanding as a result of a reduction in the number of
shares of Common Stock outstanding due to the repurchase of shares of Common
Stock by the Company unless and until such Person, after becoming aware that
such Person has become the Beneficial Owner of ten percent (10%) or more (or twenty
percent (20%) or more in the case of FMR) of the then outstanding
shares of Common Stock, acquires beneficial ownership of additional shares of
Common Stock representing one percent (1%) or more of the shares of Common
Stock then outstanding or (vii) if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an “Acquiring
Person” has become such inadvertently (including, without limitation, because
(A) such Person was unaware that it beneficially owned a percentage of
Common Stock that would otherwise cause such Person to be an “Acquiring Person”
or (B) such Person was aware of the extent of its Beneficial Ownership of
Common Stock but had no actual knowledge of the consequences of such Beneficial
Ownership under this Agreement) and without any intention of changing or
influencing control of the Company, and such Person, as promptly as
practicable, divested or divests himself or itself of Beneficial Ownership of a
sufficient number of shares of Common Stock so that such Person would no longer
be an Acquiring Person.”


 


Section 2. Governing Law.  This Amendment shall be deemed to be a
contract made under the laws of the Commonwealth of Virginia and for all
purposes shall be governed by, and construed in accordance with, the laws of
such Commonwealth.


 


Section 3. Additional Acts and Documents.  Each party hereto agrees to do such things,
take all such actions, and make, execute and deliver such other documents and
instruments, as shall be reasonably requested to carry out the provisions,
intent and purpose of this Amendment, in each case, at the sole expense of the
Company.


 


Section 4. Counterparts.  This Amendment may be executed in any number
of counterparts and 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.


 


Section 5. Descriptive Headings.  Descriptive headings of the several sections
of this Amendment are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.


 


Section 6. Effect of Amendment.  Except as expressly modified by this
Amendment, the remaining terms of the Rights Agreement shall remain unmodified
and in full force and effect.


 


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IN WITNESS WHEREOF, the parties hereto have caused
this First Amendment to the Rights Agreement to be duly executed, all as of the
day and year first above written.


 


	
   

  	
  WEIGHT
  WATCHERS INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Robert W. Hollweg

  
	
   

  	
   

  	
  Name:
  Robert W. Hollweg

  
	
   

  	
   

  	
  Title:
  Vice President, General Counsel & Secretary

  
	
   

  	
   

  
	
   

  	
  EQUISERVE
  TRUST COMPANY, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/Katherine Anderson

  
	
   

  	
   

  	
  Name: Katherine Anderson

  
	
   

  	
   

  	
  Title: Managing Director

  



 


 


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