EXHIBIT 4.3
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 dated June 29, 1998 hereby amends the Rights Agreement
dated as of October 13, 1995 (the "Agreement"), between Arch Communications
Group, Inc., a Delaware corporation (the "Company"), and The Bank of New York, a
national banking association, as Rights Agent (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, no Person has become an Acquiring Person as such terms are defined
in the Agreement; and
WHEREAS, the Company has directed the Rights Agent to enter into this
Amendment No. 1 pursuant to Section 27 of the Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth herein, the parties hereby agree as follows:
1. Section 1(a) of the Agreement is hereby deleted in its entirety and the
following substituted in lieu thereof:
(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of 15% or more of the shares
of Common Stock then outstanding, but shall not include (i)
the Company, (ii) any Subsidiary of the Company, (iii) any
employee benefit plan of the Company or of any Subsidiary of
the Company, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of
any such plan, (iv) any such Person who becomes the
beneficial owner of 15% or more of the shares of Common
Stock then outstanding as a result of a reduction in the
number of shares of Common Stock outstanding due to the
repurchase of shares of Common Stock by the Company unless
and until such Person, after becoming aware that such Person
has become the Beneficial Owner of 15% or more of the then
outstanding shares of Common Stock, acquires beneficial
ownership of additional shares of Common Stock representing
1% or more of the shares of Common Stock then outstanding or
(v) an Exempted Person. Notwithstanding the foregoing, if
the Board of Directors of the Company determines in good
faith that a Person who would otherwise be an "Acquiring
Person," as defined pursuant to the foregoing provisions of
this paragraph (a), has become such inadvertently, and such
Person divests as promptly as practicable a sufficient
number of shares of Common Stock so that such Person would
no longer be the Beneficial Owner of 10% or more of the
shares of Common Stock then outstanding, then such Person
shall not be deemed to be an "Acquiring Person" for any
purposes of this Agreement unless and until such Person
shall again become an "Acquiring Person."
2. Section 1 of the Agreement is hereby further amended by adding new
paragraph (ii) at the end thereof, as follows:
(ii) "Exempted Person" shall mean Sandler Capital Partners
IV, L.P. and Sandler Capital Partners IV FTE, L.P.
(collectively, "Sandler"), unless and until such time
as Sandler, together with its Affiliates, directly or
indirectly, becomes the Beneficial Owner of more than
24.9% of the Common Stock then outstanding (or such
greater percentage as may result solely from the
acquisition of shares of the Company's Series C
Convertible Preferred Stock or shares of Common Stock
issued to effect the payment of dividends, conversion
or redemption thereof), in which event Sandler
immediately shall cease to be an Exempted Person.
3. Section 11(a)(ii) of the Agreement is hereby deleted and the following
substituted in lieu thereof:
(a)(ii) Subject to Section 24 of this Agreement, in the
event that any Person shall become an Acquiring Person,
unless the event causing the 15% threshold (or, in the case
of an Exempted Person, the 22% threshold) to be crossed is a
transaction set forth in Section 13(a) hereof, or is a
Permitted Offer, then, promptly following the first
occurrence of such event, proper provisions shall be made so
that each holder of a Right (except as provided below and in
Section 7(e) hereof) shall thereafter have the right to
receive, upon exercise thereof at the then current Purchase
Price in accordance with the terms of this Agreement, in
lieu of a number of one one- thousandths of a share of
Preferred Stock, such number of shares of Common Stock of
the Company that equals the result obtained by (x)
multiplying the then current Purchase Price by the then
number of one one-thousandths of a share of Preferred Stock
for which a Right was exercisable immediately prior to the
first occurrence of a Section 11(a)(ii) Event, and (y)
dividing that product (which, following such first
occurrence, shall thereafter be referred to as the "Purchase
Price" for each Right and for all purposes of this
Agreement) by 50% of the current market price (determined
pursuant to Section 11(d) hereof) per share of Common Stock
on the date of such occurrence (such number of shares, the
"Adjustment Shares").
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be duly
executed and their respective corporate seals to be hereunto affixed and
attested as of the day and year first written above.
ARCH COMMUNICATIONS GROUP, INC.
Attest:
/S/ J. XXX XXXXXX By: /S/ X. X. XXXXX, XX.
Name: J. Xxx Xxxxxx Name: X.X. Xxxxx, Xx.
Title: Executive Vice President Title: Chairman of the Board
and Chief Financial Officer and Chief Executive Officer
Seal
THE BANK OF NEW YORK
Attest:
/S/ XXXXXX XXXXX By: /S/ XXXXX XXXXX
Name: Xxxxxx Xxxxx Name: Xxxxx Xxxxx
Title: Vice President Title: Vice President
Seal
