EXHIBIT 99.24
AMENDMENT TO RIGHTS AGREEMENT
Amendment to Rights Agreement (the "Amendment") dated as of June 18,
1997 between Transitional Hospitals Corporation, a Nevada corporation formerly
known as Community Psychiatric Centers (the "Company"), and ChaseMellon
Shareholders Services, LLC, as Rights Agent (the "Rights Agent").
RECITALS
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The parties entered into that certain Rights Agreement (the "Rights
Agreement") dated as of June 21, 1996. The parties wish to amend the Rights
Agreement as set forth more fully in this Amendment.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions. Unless otherwise set forth herein,
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capitalized terms used in this Amendment shall have the meanings set forth in
the Rights Agreement.
Section 2. Amendments of Section 1.
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(a) Section 1.1 shall be amended to include the following
after the final sentence:
"Notwithstanding the foregoing, the Acquiror (as such
term is hereinafter defined) shall not be an Acquiring
Person for purposes of this Rights Agreement."
(b) Section 1.9 shall be amended to include the following
after the final sentence:
"Notwithstanding anything contained in this Rights
Agreement to the contrary, the proposal and/or
consummation of the Present Acquisition (as such term is
hereinafter defined) shall not result in the occurrence
of a Shares Acquisition Date."
(c) Section 1.12 shall be amended to include the following
after the final sentence:
"Notwithstanding anything contained in this Rights
Agreement to the contrary, the Board of Directors of the
Company, after having received
advice from Xxxxxx Xxxxxxx & Co. Incorporated,
has determined that the Present Acquisition is at
at a price and on terms which are fair to the
shareholders of the Company (taking into account
all factors which the Board of Directors deems
relevant, including without limitation, prices
which could reasonably be achieved if the
Company or its assets were sold on an orderly
basis designed to realize maximum value) and is
otherwise in the best interests of the Company
and its shareholders and the proposal or
consummation of the Present Acquisition shall not
result in a Trigger Event."
(d) Section 1 shall be amended by the addition of the
following definitions:
"1.14 "Acquiror" shall mean LV Acquisition Corp.,
a Delaware corporation ("Vencor Sub") and a wholly
owned subsidiary of Vencor, Inc., a Delaware
corporation ("Vencor") and each of their respective
Affiliates, Associates, Subsidiaries, successors
and assigns."
"1.15 "Present Acquisitions" shall mean the transactions,
including without limitation the Offer, the Amended Offer
and the Merger (as such terms are defined in the Vencor
Merger Agreement (as defined below)) contemplated by the
Agreement and Plan of Merger dated as of June 18, 1997 by
and among Vencor, Vencor Sub and the Company, as such
agreement and transactions may be amended from time to time
(the "Vencor Merger Agreement")."
Section 3. Amendment of Section 3.1. Section 3.1 shall be amended to
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include the following after the final sentence:
"Notwithstanding anything contained in this
Rights Agreement to the contrary, no Distribution
Date shall be deemed to have occurred as a result
of the proposal and/or consummation of the Present
Acquisition and no action taken by Vencor, Vencor
Sub and each of the respective
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Affiliates, Associates and Subsidiaries in
connection with the Vencor Merger Agreement
shall require the Rights Agent to distribute Right
Certificates to any holder of Common Shares."
Section 4. Amendment of Section 7.1. Section 7.1 shall be amended to
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include the following after the final sentence:
"Notwithstanding anything contained in this
Rights Agreement to the contrary, the proposal
and/or consummation of the Present Acquisition
shall not result in the exercisability of the Rights
in whole or in part at any time."
Section 5. Amendment of Section 11.12. Section 11.1.2 shall be amended to
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include the following after the last sentence:
"Notwithstanding anything contained in this
Rights Agreement to the contrary, no event in
subsection (A) or (B) first appearing above shall
be deemed to have occurred as a result of the
proposal or consummation of the Present
Acquisition."
Section 6. Amendment of Section 13.1. Section 13.1 shall be amended to
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include the following after the last sentence:
"Notwithstanding anything contained in this
Section 13.1 or in the Rights Agreement to the
contrary, no exercise of the Rights shall be
triggered or initiated because of the proposal
and/or consummation of the Present Acquisition."
Section 7. Amendment of Section 13.2. Section 13.2 shall be amended to
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include the following after the last sentence:
"Notwithstanding anything contained in this
Section 13.2 or in the Rights Agreement to the
contrary, no exercise of the Rights shall be
triggered or initiated because of the proposal
and/or consummation of the Present Acquisition."
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Section 8. Addition of New Section 34. The Rights Agreement shall be
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amended by the addition of the following immediately after Section 33:
"Section 34. Effect of Rights Agreement upon
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Present Acquisition: Termination.
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Notwithstanding anything contained in this Rights
Agreement to the contrary, no provision of this
Rights Agreement providing holders of Rights
with the ability to exercise such Rights shall be
triggered as a result of the Present Acquisition.
Upon consummation of the Present Acquisition
according to its terms this Rights Agreement and
the rights of holders of Rights hereunder shall
terminate without further action by any of the
parties hereto."
Section 9. Effect of Amendment. All other provisions of the Rights
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Agreement not subject to amendment herein shall remain in full force and effect.
Section 10. Counterparts. This Amendment may be executed in any number
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of counterparts and 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.
Section 11. Descriptive Heading. Descriptive heading of the several
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Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
TRANSITIONAL HOSPITALS
CORPORATION, a Nevada corporation
formerly known as Community
Psychiatric Centers
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Corp Secty
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights Agent
By: /s/ Xxxx Xxx XxXxxxx
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Xxxx Xxx XxXxxxx
Relationship Manager
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