EXHIBIT 10.102
AMENDMENT dated as of October 3, 1995 (this "Amendment") made by Ramsay
Health Care, Inc., a Delaware corporation (the "Company"), to that certain
Rights Agreement dated as of August 1, 1995 (the "Agreement") between the
Company and First Union National Bank of North Carolina (the "Rights Agent").
WHEREAS, the Company has determined (i) that the definition of "Beneficial
Owner" in the Agreement should be amended as provided herein, (ii) that the
definition of "Acquiring Person" in the Agreement should be amended to set forth
explicitly the status of shareholders who may inadvertently acquire 20% or more
of the Common Shares (as defined in the Agreement) and who are prepared to act
to correct such inadvertence, and (iii) the Agreement should be amended to
provide protection explicitly from coercive proxy and consent solicitations used
to circumvent the Agreement through a redemption of the Rights (as defined in
the Agreement) after a change in the Board of Directors;
WHEREAS, the Company desires to provide certainty to its shareholders, the
securities markets and the Rights Agent in respect of the terms of the Agreement
and to further the purposes and intent of the Agreement; and
WHEREAS, in order to effect the foregoing, the Company has determined to
amend the Agreement pursuant to Section 27 of the Agreement as set forth below.
NOW, THEREFORE, effective as of the date hereof, the Agreement is hereby
amended pursuant to Section 27 thereof as follows:
1. Section 1(a) of the Agreement is hereby deleted and replaced with
the following:
"(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 of the Company then outstanding, but
shall not include the Company, any Subsidiary (as such term is
hereinafter defined) of the Company, any employee benefit plan of the
Company or any Subsidiary of the Company, or any Person holding Common
Shares for or pursuant to the terms of any such plan. Notwithstanding
the foregoing, (i) no Person shall become an "Acquiring Person" solely
as the result of (x) an acquisition after the date hereof of Common
Shares by the Company which, by
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reducing the number of Common Shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to
20% or more of the Common Shares of the Company then outstanding or
(y) the acquisition of Beneficial Ownership of 20% or more of the
Common Shares of the Company then outstanding in the good faith belief
that such acquisition would not (A) cause such Beneficial Ownership to
exceed 20% of the Common Shares then outstanding and such Person
relied in good faith in computing the percentage of its Beneficial
Ownership on publicly filed reports or documents of the Company which
are inaccurate or out-of-date or (B) otherwise cause a Distribution
Date to occur; (ii) subject to the proviso in this clause (ii), no
Person (an "Acquiror") shall become an "Acquiring Person" as a result
of the acquisition after the date hereof by an Acquiror from Xxxx X.
Xxxxxx or from any Person who is an Affiliate or Associate of Xxxx X.
Xxxxxx at the time of such acquisition (collectively, the "Ramsay
Persons") of (1) any of the shares of Class B Preferred Stock
currently held by any Ramsay Person, (2) any Common Shares issued
pursuant to options or other rights to purchase Common Shares
currently held by any Ramsay Person, (3) any Common Shares issued
pursuant to the Class B Preferred Stock currently held by any Ramsay
Person or (4) any Common Shares currently held by any Ramsay Person;
provided that, at the time of such acquisition, the Acquiror (together
with all of such Person's Affiliates and Associates) are not the
Beneficial Owners of more than 1% or more of the Common Shares of the
Company then outstanding and provided further that, following such
acquisition, the Acquiror (together with all of such Person's
Affiliates and Associates) do not become the Beneficial Owners of an
additional 1% or more of the Common Shares of the Company then
outstanding, and (iii) subject to the proviso in this clause (iii),
none of the Ramsay Persons shall become an "Acquiring Person" in the
event that any Ramsay Person (together with all other Ramsay Persons)
become the Beneficial Owners after the date hereof of additional
Common Shares; provided that the number of Common Shares of the
Company of which all Ramsay Persons are the Beneficial Owners does not
exceed one Common Share less than 50% of the Common Shares of the
Company then outstanding. Notwithstanding clause (i) of the prior
sentence, if any Person that is not an Acquiring Person due to such
clause (i) does not reduce its percentage
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of Beneficial Ownership of Common Shares to below 20% by 5:00 P.M. New
York City time on the tenth Business Day after notice (including
telephonic or facsimile) from the Company (the date of notice being
the first day) that such Person's Beneficial Ownership of Common
Shares so exceeds 20%, such Person shall, at the end of such ten
Business Day period, become an Acquiring Person (and such clause (i)
shall no longer apply to such Person). For purposes of this
definition, the determination whether any Person acted in "good faith"
shall be conclusively determined by the Board of Directors of the
Company, acting by a vote of those directors of the Company whose
approval would be required to redeem the Rights under Section 23."
2. Section 1(c)(i) of the Agreement is hereby deleted and replaced
with the following:
"(i) which such Person or any of such Person's Affiliates or
Associates is deemed to "beneficially own" within the meaning of Rule
13d-3 under the Exchange Act, as in effect on the date of this
Agreement;"
3. Section 23(a) of the Agreement is hereby deleted and replaced with
the following:
"(a) The Board of Directors of the Company may, at its option,
at any time prior to such time as a Person becomes an Acquiring
Person, order the redemption of all, but not fewer than all, the then
outstanding Rights at a redemption price of $.01 per Right,
appropriately adjusted to reflect any stock split, stock dividend or
similar transaction occurring after the date hereof (such redemption
price being hereinafter referred to as the "Redemption Price, and the
date of such redemption being the "Redemption Date"), and the Company,
at its option, may pay the Redemption Price either in cash or Common
Shares or other securities of the Company deemed by the Board of
Directors of the Company, in the exercise of its sole discretion, to
be at least equivalent in value to the Redemption Price; provided,
however, that, in addition to any other limitations contained herein
on the right to redeem outstanding Rights (including, without
limitation, the occurrence of any event or the expiration of any
period after which the Rights may no longer be redeemed), for the 120-
day period after any date of a change (resulting from a proxy or
consent
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solicitation) in a majority of the Board of Directors of the Company
in office at the commencement of such solicitation, the Rights may
only be redeemed if (A) there are directors then in office who were in
office at the commencement of such solicitation and (B) the Board of
Directors of the Company, with the concurrence of a majority of such
directors then in office, determines that such redemption is, in their
judgment, in the best interests of the Company and its stockholders."
4. 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
made and to be performed entirely within such State, without regard to any
conflict of laws principles which would apply the laws of any other
jurisdiction.
5. Effective as of the date hereof, this Amendment supersedes that
certain Interpretive Supplement dated as of September 1, 1995 made by the
Company to the Agreement, and from and after the date hereof such
Interpretive Supplement shall no longer be applicable. The Agreement, as
amended hereby, is hereby ratified, confirmed and continued in full force
and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed as of the date first above written.
RAMSAY HEALTH CARE, INC.
By /S/ Xxxxxxx X. Xxxxxxxx
____________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: President
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First Union National Bank of North Carolina hereby acknowledges
receipt of this Amendment made pursuant to Section 27 of the Agreement.
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By /S/ Xxxxxxx X. Xxxxxxxx
____________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Account Executive
