Exhibit 4.3
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (the "Amendment") is entered
into as of the 18th day of October, 1998 between Lifeline Systems, Inc., a
Massachusetts corporation (the "Company"), and State Street Bank and Trust
Company, a Massachusetts trust company (the "Rights Agent"). Capitalized terms
not otherwise defined herein shall have the meanings given them in the Rights
Agreement by and between the parties hereto.
RECITALS
WHEREAS, the Board of Directors has determined that it is in the best
interests of the Company to amend the Rights Agreement as set forth herein
immediately prior to and in connection with the execution of that certain
Agreement and Plan of Contribution and Merger dated as of October 18, 1998, as
the same may be amended from time to time (the "Merger Agreement"), between
Protection One, Inc., a Delaware corporation ( the "Parent"), Protection One
Acquisition Holding Corporation, a Delaware Corporation and wholly-owned
subsidiary of the Parent ("Holdco"), P-1 Merger Sub, Inc., a Delaware
corporation, P-1 Merger Sub, Inc., a Massachusetts corporation and a wholly-
owned subsidiary of the Holdco ("Merger Sub") and the Company (pursuant to which
Merger Agreement, among other things, the Merger Sub shall merge with and into
the Company and the Company shall become a wholly-owned subsidiary of Holdco).
WHEREAS, the Company has requested that the Rights Agreement be amended
in accordance with Section 27 of the Rights Agreement, as set forth herein, and
the Rights Agent is willing to amend the Rights Agreement as set forth herein.
AGREEMENT
NOW, THEREFORE, the parties, intending to be legally bound, hereby agree
as follows:
1. Section 1(n) of the Rights Agreement is hereby amended to read in its
entirety as follows:
"(n) "Exempted Person" shall mean (i) any Person which, together with
its Affiliates, had reported Beneficial Ownership as of the date of this
Agreement of more than ten percent (10%) of the shares of Common Stock
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outstanding as of such date on Schedule 13G under the Exchange Act, unless
and until such time as such Person, together with its Affiliates, directly
or indirectly, becomes the Beneficial Owner of more than 19.9% of the
Common Stock then outstanding, in which case such Person shall cease to be
an Exempted Person, and (ii) the Parent or Holdco (as those terms are
defined in Section 7(a) hereof), or any Affiliate or Associate of the
Parent or Holdco, which acquires shares of Common Stock pursuant to the
Option Agreement or votes shares of Common Stock pursuant to the Voting
Agreements (as those terms are defined in Section 35 hereof)."
2. Section 7(a) of the Rights Agreement is hereby amended to read in its
entirety as follows:
"(a) Subject to Section 7(e) hereof, the registered holder of any
Rights Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein including, without limitation, the restrictions
on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section
23 hereof) in whole or in part at any time after the Distribution Date upon
surrender of the Rights Certificate, with the form of election to purchase
and the certificate on the reverse side thereof duly executed, to the
Rights Agent at the office of the Rights Agent designated for such purpose,
together with payment of the aggregate Purchase Price with respect to the
total number of shares of Common Stock (or other shares, securities, cash
or other assets, as the case may be) as to which such surrendered Rights
are then exercisable, at or prior to the earlier of (i) the Final
Expiration Date, (ii) the time at which the Rights expire as provided in
Section 13(d) hereof, (iii) the time at which the Rights are redeemed as
provided in Section 23 hereof (the "Redemption Date"), (iv) the time at
which such Rights are exchanged as provided in Section 24 hereof, or (v) in
accordance with the terms of the Agreement and Plan of Contribution and
Merger dated as of October 18, 1998, as the same may be amended from time
to time, between Protection One, Inc., a Delaware corporation (the
"Parent"), Protection One Acquisition Holding Corporation, a Delaware
corporation and wholly-owned subsidiary of the Parent ("Holdco"), P-1
Merger Sub, Inc., a Delaware corporation, P-1 Merger Sub, Inc., a
Massachusetts corporation and a wholly-owned subsidiary of Holdco (the
"Merger Sub") and the Company (the "Merger Agreement"), pursuant to which
Merger Agreement, among other things, the Merger Sub shall merge with and
into the Company and the Company shall become a wholly-owned subsidiary of
Holdco (the "Merger"), upon the filing of a certificate of merger with the
Secretary of State of the Commonwealth of Massachusetts (the "Effective
Time"), immediately prior to such Effective Time (the earliest of (i),
(ii), (iii), (iv) and (v) being herein referred to as the "Expiration
Date").
3. Section 35 of the Rights Agreement is hereby added as follows:
"Section 35. Protection One, Inc. Transaction. Notwithstanding any
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provision of this Rights Agreement to the contrary, no Distribution Date,
Stock Acquisition Date or Triggering Event shall be deemed to have
occurred, none of Holdco, Parent, Merger Sub or any Affiliate or Associate
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of Holdco, Parent or Merger Sub shall be deemed to have become an Acquiring
Person and no holder of Rights shall be entitled to exercise such Rights
under or be entitled to any rights pursuant to Section 7(a), 11(a)(ii) or
13(a) of this Rights Agreement by reason of (x) the approval, execution,
delivery or effectiveness of the Merger Agreement, the Stock Option
Agreement of even date therewith between the Parent and the Company (the
"Option Agreement"), or Voting Agreements of even date therewith between
the Parent and executive officers and directors of the Company (the "Voting
Agreements") or (y) the consummation of the transactions contemplated under
the Merger Agreement, the Option Agreement or the Voting Agreements in
accordance with the terms thereof (including, without limitation the
Merger, the issuance of Common Stock upon exercise of the Option Agreement
or the voting of shares of Common Stock pursuant to the terms of the Voting
Agreements)."
3. Except as amended hereby, the Rights Agreement shall remain unchanged and
shall remain in full force and effect.
4. This Amendment may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one
instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective duly authorized representatives as of the date first above
written.
LIFELINE SYSTEMS, INC.
By:
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Name:
Title:
STATE STREET BANK & TRUST COMPANY
By:
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Name:
Title:
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