EXHIBIT B
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of November 10,
2002 (the "Amendment"), to the Rights Agreement dated as of April 29, 1994, as
amended as of October 4, 1995, is between DIANON Systems, Inc., a Delaware
corporation (the "Company"), and American Stock Transfer and Trust Company, a
New York corporation (the "Rights Agent"). Capitalized terms not defined herein
shall have the meaning given to such term in the Rights Agreement.
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 has entered into an Agreement and Plan of
Merger dated as of November 10, 2002, among the Company, Laboratory Corporation
of America Holdings ("LabCorp"), and a wholly-owned subsidiary of LabCorp
("Merger Sub") (the "Merger Agreement"), pursuant to which the Merger Sub will
merge with and into the Company (the "Merger");
WHEREAS, the Board of Directors of the Company has approved the
Merger Agreement and the Merger and has determined to amend the Rights Agreement
so that (i) LabCorp and its Affiliates and Associates shall not be deemed to be
an Acquiring Person and that no Distribution Date shall occur as a result of the
execution and delivery of the Merger Agreement or the consummation of the Merger
as contemplated thereby;
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 28 thereof; and
WHEREAS, the Board of Directors of the Company has resolved and
determined that such amendment is desirable and consistent with, and for the
purpose of fulfilling, the objectives of the Board of Directors in connection
with the original adoption 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. AMENDMENT
A. Notwithstanding anything in the Rights Agreement to the contrary, (a)
LabCorp and its Affiliates and Associates shall not be deemed to be an Acquiring
Person on account of the execution and delivery of the Merger Agreement or the
announcement thereof or as a result of or arising out of the consummation of the
Merger as contemplated by the Merger Agreement; (b) no Distribution Date shall
have occurred, shall occur or shall be deemed to occur as a result of the
execution and delivery of the Merger Agreement or the announcement thereof or as
a result of or arising out of the consummation of the Merger as contemplated by
the Merger Agreement; and
(c) Sections 13 and 26(a)(iv) of the Rights Agreement shall not apply to the
consummation of the Merger as contemplated by the Merger Agreement.
B. Except as amended or modified pursuant to this Amendment, the Rights
Plan remains in full force and effect and this Amendment shall be subject to the
terms thereof except as expressly modified hereby.
2. EFFECTIVENESS.
This Amendment to the Rights Agreement shall be effective as of the
date of this Amendment, and all references to the Rights Agreement shall, from
and after such time, be deemed to be references to the Rights Agreement as
amended hereby.
3. CERTIFICATION.
The undersigned officer of the Company certifies by execution hereof
that this Amendment is in compliance with the terms of Section 28 of the Rights
Agreement.
4. MISCELLANEOUS.
This Amendment may be executed in any number of counterparts, each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument. If
any term, provision, covenant or restriction of this Amendment is held by a
court of competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
DIANON SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
AMERICAN STOCK TRANSFER AND TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
