EXHIBIT (c)(11)
AMENDMENT dated as of June 23, 1997, to the Rights
Agreement dated as of November 8, 1995 (the "Rights Agreement"),
among SMT HEALTH SERVICES INC., a Delaware corporation (the
"Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the
"Rights Agent");
Pursuant to Section 26 of the Rights Agreement, the Company and the
Rights Agent may from time to time supplement or amend the Rights Agreement. All
acts and things necessary to make this Amendment a valid agreement, enforceable
according to its terms, have been done and performed, and the execution and
delivery of this Amendment by the Company and the Rights Agent have been in all
respects duly authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreement set forth
herein, the parties hereto have agreed as follows:
1. Amendments to Rights Agreement. The Rights Agreement is hereby
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amended as follows:
(a) Section 1(a) is amended by inserting the following sentence at the
end of such section:
"Notwithstanding anything in this Agreement to the contrary, neither
Apollo Management, L.P., a Delaware limited partnership and its
respective Associates and Affiliates (collectively, "Apollo"), nor Three
Rivers Holding Corp., a Delaware corporation ("Holding Corp.") nor Three
Rivers Acquisition Corp., a Delaware corporation ("Acquisition Corp.")
shall become an Acquiring Person as a result of (i) the approval or
delivery of the Agreement and Plan of Merger dated as of June 24, 1997,
by and among the Company, Holding Corp. and Acquisition Corp., as it may
be amended, supplemented or restated from time to time (the "Merger
Agreement"), or the Stockholder Agreement (as defined in the Merger
Agreement) or (ii) the making or consummation of the Offer, the Merger
(as such terms are defined in the Merger Agreement) or the other
transactions contemplated or permitted by the Merger Agreement or the
Stockholder Agreement."
(b) A new Section 34 is added to read in its entirety as follows:
"Section 34. Merger with Acquisition Corp. Notwithstanding any provision
herein to the contrary, neither Apollo, Holding Corp. nor Acquisition
Corp. shall be considered an Acquiring Person under this Rights
Agreement, no Distribution Date shall occur and no Rights shall be
exercisable pursuant to Section 7, Section 11 or any other provision
hereof, as a result of (i) the approval, execution
or delivery of the Merger Agreement or (ii) the making or consummation
of the Offer, the Merger or the other transactions contemplated or
permitted by the Merger Agreement or the Stockholder Agreement."
(c) A Section 11 is amended to correct the provisions thereof by
inserting, immediately after the first paragraph of subparagraph (c) and
immediately prior to subparagraph (i) on page 17 thereof, a subparagraph
heading "(d)" and thereafter changing the letter sequencing on page 19 through
page 22 so that current subparagraph (d) shall become subparagraph (e), current
subparagraph (e) shall become subparagraph (f), and so on through current
subparagraph (p) which shall become subparagraph (q). Additionally,
cross-referencing errors within the newly lettered subparagraphs shall be
appropriately adjusted
(d) Section 1(i) is amended by inserting the following sentence at the
end of such section:
"Notwithstanding anything in this Agreement to the contrary, the term
"Qualifying Offer" shall include the Offer pursuant to the Merger
Agreement."
2. Full Force and Effect. This Amendment shall be deemed effective as of
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the date hereof. Except as expressly amended hereby, the Rights Agreement
shall continue in full force and effect in accordance with the provisions
thereof on the date hereof.
3. Governing Law. This Amendment shall be governed by and construed in
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accordance with the law of the State of Delaware applicable to contracts made
and performed entirely within such state.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be duly executed as of the day and year first above written.
SMT HEALTH SERVICES INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Chairman, CEO & President
AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Rights Agent
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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