EXHIBIT 1.3
AMENDMENT NO. 3
TO THE
RIGHTS AGREEMENT
THIS AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT (this "Amendment") is entered
into as of this 17th day of May, 1999 between APRIA HEALTHCARE GROUP INC., a
Delaware corporation formerly called Abbey Healthcare Group Incorporated (the
"Company"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (the "RIGHTS
AGENT").
INTRODUCTORY PROVISIONS
The following provisions form a part of and constitute the basis for this
Amendment:
A. The Company and the Rights Agent are parties to that certain Rights
Agreement dated as of February 8, 1995, as amended by Amendment No. 1 thereto
dated as of June 30, 1997, and Amendment No. 2 thereto dated as of April 20,
1999 (the "RIGHTS AGREEMENT").
B. The Company desires to further amend the Rights Agreement by amending
the expiration date thereof.
C. The Company has delivered to the Rights Agent a certificate from its
Senior Vice President, General Counsel and Secretary stating that the provisions
of this Amendment are in compliance with the terms of Section 26 of the Rights
Agreement.
D. The parties wish to execute this Amendment to properly evidence such
amendment.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. Clause (i) of Section 7.1 of the Rights Agreement is hereby amended to
read as follows:
"(i) the close of business on February 7, 2000 (the "Final Expiration
Date"),"
2. Except as specifically provided herein, the Rights Agreement shall
remain in full force and affect as originally executed.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed, all
as of the day and year first above written.
THE COMPANY:
APRIA HEALTHCARE GROUP INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Senior Vice President
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RIGHTS AGENT:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Vice President
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