EXHIBIT 1
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment"), dated as of August 3, 1999,
between AMERICAN HEALTH PROPERTIES, INC., a Delaware corporation (the "Company")
and CHASEMELLON SHAREHOLDER SERVICES L.L.C., a New Jersey limited liability
company, as successor to MANUFACTURERS HANOVER TRUST COMPANY OF CALIFORNIA, a
California corporation (the "Rights Agent") to the Rights Agreement, dated as of
April 10, 1990 (the "Rights Agreement"), between the Company and the Rights
Agent; all capitalized terms not defined herein shall have the meanings ascribed
to such terms in the Rights Agreement.
WHEREAS, Section 26 of the Rights Agreement provides that prior to the
Distribution Date, the Company and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of the Rights Agreement without the
approval of any holders of the Rights;
WHEREAS, the Board of Directors of the Company now desires and has deemed
it necessary to amend the Rights Agreement as set forth in this Amendment; and
WHEREAS, pursuant to Section 26, the Company hereby directs that the Rights
Agreement should be amended as set forth in this Amendment.
NOW THEREFORE, in consideration of the foregoing premises and mutual
agreements herein set forth, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Rights Agent hereby agree as follows:
Section 1. Addition of New Section. A new Section 34 shall be added to the
Rights Agreement, which shall read as follows:
"Section 34. Exemption of a Specified Transaction. Notwithstanding
anything to the contrary in this Agreement, solely for the purposes of
the transactions contemplated by the Agreement and Plan of Merger,
dated as of August 4, 1999, between the Company and Health Care
Property Investors, Inc., a Maryland corporation ("HCPI"), as it may
be amended from time to time (the "Merger Agreement"), neither HCPI,
nor
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any of its Affiliates or Associates, shall become an Acquiring
Person, and neither a Distribution Date nor a Share Acquisition Date
shall occur, by reason of the execution of the Merger Agreement or the
consummation of the transactions contemplated thereby."
Section 2. Amendment of Section 1(j). The definition of "Expiration Date"
in Section 1(j) of the Rights Agreement is hereby amended by deleting the word
"and" and inserting a "," immediately before subclause (iii), and by deleting
the "." at the end of the sentence and inserting the following:
", and (iv) subject to Section 34, immediately prior to the merger of
the Company with and into HCPI pursuant to the Merger Agreement (in
each case, as such term is defined in Section 34 hereof)."
Section 3. Amendment of Section 18(b). Section 18(b) is hereby amended by
inserting the following sentence at end of such Section 18(b):
"Notwithstanding anything to the contrary in this Agreement, in no
event shall the Rights Agent be liable for special, punitive,
indirect, consequential or incidental loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the
Rights Agent has been advised of the likelihood of such loss or
damage."
Section 4. No Other Effect. Except as expressly set forth herein, the
Rights Agreement shall not by implication or otherwise be supplemented or
amended by virtue of this Amendment, but shall remain in full force and effect,
as amended hereby.
Section 5. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date and year first above written.
AMERICAN HEALTH PROPERTIES, INC.
By: /s/ Xxxxxxx X. XxXxx
----------------------------------
Name: Xxxxxxx X. XxXxx
Title: Senior Vice President,
Chief Financial Officer
and Treasurer
CHASEMELLON SHAREHOLDERS SERVICES LLC,
as successor to MANUFACTURERS HANOVER
TRUST COMPANY OF CALIFORNIA
By: /s/ Xxxxxx X. Lug
-----------------------------------
Name: Xxxxxx X. Lug
Title: Vice President
Attest: /s/ Xxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxx Xxxxxx
Title: Assistant Vice President
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