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EXHIBIT 99
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, effective as of December 21, 1998 to the Rights Agreement,
dated as of January 30, 1996 (the "Rights Agreement"), between Matria
Healthcare, Inc., a Delaware corporation (the "Company"), and SunTrust Bank,
Atlanta, a Georgia banking corporation, as Rights Agent (the "Rights Agent").
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 and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement; and
WHEREAS, the Board of Directors of the Company has voted in favor of
this Amendment at a meeting of directors duly called and held; and
WHEREAS, there are Continuing Directors (as defined in the Rights
Agreement) serving on the Board of Directors of the Company and a majority of
the Continuing Directors have voted in favor of this Amendment at a meeting of
directors duly called and held;
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. Section 1(a) is amended by adding the following at the end of
said Section:
Provided, further however, that neither any Investor
(as defined in that certain Standstill Agreement dated as of
January _, 1999, between the Company, Xxxx X. Xxxxxx and SZ
Investments, L.L.C. (the "Standstill Agreement")) nor any such
Investor's Permitted Transferees (as defined in the Standstill
Agreement) shall be deemed to be an Acquiring Person solely by
virtue of (x) the execution of the Purchase and Sale Agreement
dated as of December 21, 1998 (the "Purchase Agreement")
between the Company and Xxxxxx Medical Management, L.L.C., a
Georgia limited liability company ("GMM"), (y) the execution
of the Standstill Agreement, or (z) the consummation of any of
the transactions contemplated and expressly permitted by the
Purchase Agreement or Section 3.2(a), (b), or (c) of the
Standstill Agreement, except that if any Investor (or any
Permitted Transferee) acquires Matria Voting Securities (as
defined in the Standstill Agreement) other than in an
acquisition expressly permitted by Section 3.2(a), (b) or (c)
of the Standstill Agreement, such Matria Voting Securities,
together with all other Matria Voting Securities then
Beneficially Owned by such Investor (or such Investor's
Permitted Transferees), shall be counted in determining
whether such Investor (or any Permitted Transferee) is an
Acquiring Person.
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2. Section 1(m) is amended by adding the following at the end of said
Section:
Notwithstanding anything to the contrary contained in
this Agreement, the consummation of the transactions contemplated
and expressly permitted by the Purchase Agreement or Section 3.2
(a), (b) or (c) of the Standstill Agreement shall not constitute a
Triggering Event, except that if any Investor (or any Permitted
Transferee) acquires Matria Voting Securities (as defined in the
Standstill Agreement) other than in an acquisition expressly
permitted by Section 3.2(a), (b) or (c) of the Standstill Agreement,
such Matria Voting Securities, together with all other Matria Voting
Securities then Beneficially Owned by such Investor (or such
Investor's Permitted Transferees), shall be counted in determining
whether a Triggering Event has occurred.
3. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended hereby.
4. The foregoing Amendment shall be effective as of the date first
above written, and, except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby. In the
event that the Purchase Agreement is terminated at any time prior to or on the
Closing Date (as defined therein), this Amendment shall immediately become void
and of no further force and effect.
5. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed this 15th day of January, 1999.
MATRIA HEALTHCARE, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive Officer
SUNTRUST BANK, ATLANTA
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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