Exhibit 4
P & F INDUSTRIES, INC. AND SUBSIDIARIES
EXHIBIT 4
AMENDMENT TO RIGHTS AGREEMENT WITH
AMERICAN STOCK TRANSFER & TRUST COMPANY
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AMENDMENT, dated as of April 11, 1997, by and between P&F Industries, Inc.,
a Delaware corporation (the "Company"), and American Stock Transfer & Trust
Company, a New York corporation (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement
dated as of August 23, 1994 (the "Rights Agreement");
WHEREAS, pursuant to Section 26 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 and the Company and the
Rights Agent desire to evidence such amendment in writing.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. Amendment of Section l(a). Section l(a) of the Rights Agreement is
amended and restated to read as follows:
(a) "Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 15% or more of the shares of Common Stock then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee
benefit plan of the Company or of any Subsidiary of the Company, (iv) any Person
or entity organized, appointed or established by the Company for or pursuant to
the terms of any such plan, (v) Xxxxxx Xxxxxxxx and his Associates and
Affiliates and (vi) Xxxxxxx X. Xxxxxxxx and his Associates and Affiliates (each
of (i) through (vi), an "Exempted Person"); provided, however, that (i) if
Xxxxxx Xxxxxxxx or his Associates (other than Xxxxxxx X. Xxxxxxxx) or Affiliates
shall become the Beneficial Owner of 10% or more of the shares of Common Stock
then outstanding, each of them shall be then deemed to be an "Acquiring Person"
and (ii) if Xxxxxxx X. Xxxxxxxx or his Associates (including Xxxxxx Xxxxxxxx) or
Affiliates shall become the Beneficial Owner of 46% or more of the shares of
Common Stock then outstanding (the "RAH Trigger Amount"), then each of them
shall be deemed to be an "Acquiring Person", except that Xxxxxxx X. Xxxxxxxx and
his Associates (other than Xxxxxx Xxxxxxxx) and Affiliates shall not be deemed
to be an "Acquiring Person" as a result of being the Beneficial Owner of shares
of Common Stock in excess of the RAH Trigger Amount solely because Xxxxxx
Xxxxxxxx or his Associates (other than Xxxxxxx X. Xxxxxxxx) or Affiliates are
deemed to be an Acquiring Person. Notwithstanding the foregoing, (i) no Person
shall become an "Acquiring Person" as a result of an acquisition of Common Stock
by the Company which, by reducing the number of such shares then outstanding,
increases
P & F INDUSTRIES, INC. AND SUBSIDIARIES
EXHIBIT 4
(CONTINUED)
AMENDMENT TO RIGHTS AGREEMENT WITH
AMERICAN STOCK TRANSFER & TRUST COMPANY
=======================================
the proportionate number of shares beneficially owned by such Person to 15% (or
in the case of Xxxxxx Xxxxxxxx 10%, or in the case of Xxxxxxx X. Xxxxxxxx the
RAH Trigger Amount) or more of the outstanding Common Stock, except that if such
Person, after such share purchases by the Company, becomes the Beneficial Owner
of any additional shares of Common Stock, such Person shall be deemed to be an
"Acquiring Person;" and (ii) 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, and such Person divests as promptly as practicable a
sufficient number of Common Stock so that such Person would no longer be an
Acquiring Person then such Person shall not be deemed to be an "Acquiring
Person." The term "outstanding," when used with reference to a Person's
Beneficial Ownership of securities of the Company, shall mean the number of such
securities then issued and outstanding together with the number of such
securities not then issued and outstanding which such Person would be deemed to
beneficially own hereunder.
2. Effectiveness. This Amendment shall be deemed effective as of
April 11, 1997 as if executed on such date. Except as amended hereby, the Rights
Agreement shall remain in full force and effect in accordance with its terms and
shall be otherwise unaffected hereby.
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 but one and the same instrument. If any 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 effected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
P&F INDUSTRIES, INC. AMERICAN STOCK TRANSFER
& TRUST COMPANY
as Rights Agent
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: President Title: Vice President
