EXHIBIT 99.1.A
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of December 27, 1996, to the
Rights Agreement, dated as of January 26, 1995, between
Coastal Physician Group, Inc. (formerly known as Coastal
Healthcare Group, Inc.) (the "Company"), and First Union
National Bank of North Carolina, as Rights Agent (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent entered
into the Rights Agreement specifying the terms of the Rights
(as defined therein); and
WHEREAS, the Company and the Rights Agent desire
to amend the Rights Agreement in accordance with Section 27
of the Rights Agreement;
NOW THEREFORE, in consideration of the premises
and mutual agreements set forth in the Rights Agreement and
this Amendment, the parties hereby agree as follows:
1. Section 1(a) of the Rights Agreement is
amended to read in its entirety as follows:
(a) "Acquiring Person" shall mean any Person (as
such term is hereinafter defined) who or which,
together with all Affiliates and Associates (as such
terms are hereinafter defined) of such Person, shall be
the Beneficial Owner (as such term is hereinafter
defined) of 20% or more of the Common Shares then
outstanding, but shall not include (i) the Company or
any Subsidiary (as hereinafter defined) of the Company,
(ii) any employee benefit plan (including, but not
limited to, any employee stock ownership plan) of the
Company or any Subsidiary of the Company or any Person
organized, appointed or established by the Company or
such Subsidiary as a fiduciary for or pursuant to the
terms of any such employee benefit plan, (iii) any
Person who would otherwise be an "Acquiring Person" but
for the good faith determination by the Board of
Directors of the Company that such Person has become an
"Acquiring Person" inadvertently, provided that such
Person together with its Affiliates and Associates
divest themselves as promptly as practicable of
beneficial ownership of a sufficient number of Common
Shares so that such Person together with its Affiliates
and Associates beneficially own less than 20% of the
Common Shares or (iv) Xx. Xxxxxx X. Xxxxx or any
Related Person (as hereinafter defined), or any Person
or entity who becomes such a Beneficial Owner due to a
gift or bequest of Xx. Xxxxxx X. Xxxxx or any Related
Person (the persons in this clause (iv) are hereinafter
referred to collectively as the "Xxxxx Group"), so long
as the members of the Xxxxx Group do not, individually
or in the aggregate, become the beneficial owners of
more than 38.2% of the Common Shares. For purposes of
determining the number of Common Shares beneficially
owned by members of the Xxxxx Group, any shares of
which any member of the Xxxxx Group obtains beneficial
ownership upon the exercise of options granted to them
on, prior or subsequent to January 26, 1995 pursuant to
the terms of any stock option or other employee benefit
plan of the Company shall be included; however,
notwithstanding anything contained herein to the
contrary, shares issued by the Company to Xx. Xxxxxx X.
Xxxxx or any other member of the Xxxxx Group on or
subsequent to the date hereof in full or partial
satisfaction of any obligation owed by the Company or
any of its Subsidiaries to Xx. Xxxxxx X. Xxxxx or any
other member of the Xxxxx Group shall not be included.
Notwithstanding the foregoing, no Person shall become
an "Acquiring Person" as a result of an acquisition of
Common Shares by the Company which, by reducing the
number of Common Shares outstanding, increases the
proportionate number of shares beneficially owned by
such Person to 20% or more or, in the case of the Xxxxx
Group, to more than 38.2%, of the Common Shares of the
Company then outstanding; provided, however, that if a
Person shall become the Beneficial Owner of 20% or more
or, in the case of the Xxxxx Group, of more than 38.2%,
of the Common Shares of the Company by reason of share
purchases by the Company and shall, after such share
purchases by the Company, become the Beneficial Owner
of any additional Common Shares of the Company in
excess of such thresholds other than as a direct or
indirect result of any corporate action taken by the
Company, then such Person shall be deemed to be an
"Acquiring Person."
2. Section 1(y) of the Rights Agreement is
amended to read in its entirety as follows:
(y) "Related Person" shall mean (i) any
corporation, partnership, organization, or other Person
of which Xx. Xxxxxx X. Xxxxx is an officer, general
partner or limited partner or is, directly or
indirectly, the beneficial owner of ten percent or more
of any class of equity securities or (ii) any trust or
other estate in which Xx. Xxxxxx X. Xxxxx or any
relative or spouse of Xx. Xxxxxx X. Xxxxx has a
beneficial interest or as to which Xx. Xxxxxx X. Xxxxx
or any relative or spouse of Xx. Xxxxxx X. Xxxxx serves
as trustee or in any similar fiduciary capacity or
(iii) any spouse of Xx. Xxxxxx X. Xxxxx or (iv) any
child of Xx. Xxxxxx X. Xxxxx under the age of twenty
one or (v) any other child of Xx. Xxxxxx X. Xxxxx who
resides in his home.
3. The reference to 15% in Section 3 clause (a)
is hereby changed to 20%.
4. The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights Agreement
as amended hereby.
5. The foregoing amendment shall be effective as
of the date hereof and, except as set forth herein, the
Rights Agreement shall remain in full force and effect and
shall be otherwise unaffected hereby.
6. This Amendment may be executed in twos or
more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed, all as of the day and
year first above written.
COASTAL PHYSICIAN GROUP, INC.
(formerly known as COASTAL
HEALTHCARE GROUP, INC.)
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: CFO
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Rights
Agent
By: /s/ Xxxxx X. Xxxx Name:
Xxxxx X. Xxxx Title:
Vice President
