AMENDMENT NO. 2
TO
RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment") to the Rights Agreement
(as defined below) is made and entered into as of the 25th day of
May, 1999, by and between VARLEN CORPORATION, a Delaware
corporation (the "Company"), and XXXXXX TRUST AND SAVINGS BANK
(the "Rights Agent").
RECITALS:
WHEREAS, the parties hereto previously entered into a Rights
Agreement, dated as of June 17, 1996 and amended as of September
28, 1998, between the Company and the Rights Agent (as amended
the "Rights Agreement"); and
WHEREAS, each of the Company and the Rights Agent desire to
amend the Rights Agreement as set forth below.
NOW, THEREFORE, the undersigned, in consideration of the
premises, covenants and agreements contained herein and in the
Rights Agreement, and other good, sufficient and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, do hereby agree as follows:
1. Amendment. The first sentence of Section 3(a) of the
Rights Agreement is hereby amended and replaced in its entirety
with the following:
Until the Close of Business on the
Distribution Date, (x) the rights will be
evidenced (subject to the provisions of
Section 3(b) hereof) by the certificates for
Common Stock registered in the names of the
holders thereof and not by separate right
Certificates, and (y) the Rights will be
transferable only in connection with the
transfer of Common Stock. As soon as
practicable after the Distribution Date, the
Company will prepare and execute, the Rights
Agent will countersign and the Company will
send or cause to be sent (and the Rights
Agent will, if requested, send) by first-
class, insured, postage-prepaid mail, to each
record holder of Common Stock as of the close
of business on the Distribution Date (other
than any Acquiring Person or any Associate or
Affiliate of an Acquiring Person), at the
address of such holder shown on the records
of the Company, a Right Certificate, in
substantially the form of Exhibit B hereto (a
"Right Certificate"), evidencing one Right
(subject to adjustment as provided herein)
for each share of Common Stock so held. As
of the Distribution Date, the Rights will be
evidenced solely by such Right Certificates.
The ("Distribution Date") shall mean the
earlier of (i) the tenth day after the Stock
Acquisition Date or (ii) such date as may be
determined by action of the Board of
Directors prior to such time as any Person
becomes an Acquiring Person after the date of
the commencement by any Person (other than an
Exempt Person) of, or of the first public
announcement of the intention of such Person
(other than an Exempt Person) to commence, a
tender or exchange offer the consummation of
which would result in any Person (other than
an Exempt Person) becoming the Beneficial
Owner of shares of Common Stock aggregating
15% or more of the Common Stock then
outstanding, including, without limitation,
the tender offer by Track Acquisition
Incorporated, a wholly owned subsidiary of
Amsted Industries Incorporated, disclosed on
a Schedule 14D-1 filed on May 24, 1999 with
the Securities and Exchange Commission and
any amendment thereto.
2. Binding Effect. This Amendment shall be binding upon,
and shall inure to the benefit of, the parties hereto and their
respective successors and assigns.
3. Execution in Counterparts. This Amendment may be
executed in counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.
4. Rights Agreement in Effect. Except as hereby amended,
the Rights Agreement shall remain in full force and effect.
5. Governing Law. This Amendment shall be governed by,
and interpreted in accordance with, the laws of the State of
Delaware, without regard to principles of conflict of laws.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first-above
written.
VARLEN CORPORATION
By: /s/X. X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: President and Chief
Executive Officer
XXXXXX TRUST AND SAVINGS BANK
By: /s/Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
