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EXHIBIT 4
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of November 17, 2000,
between DT INDUSTRIES, INC., a Delaware corporation (the "Company"), and
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent, acting at the
Company's direction (the "Rights Agent"), amending the Rights Agreement, dated
as of August 18, 1997, as amended by Amendment No. 1 dated as of November 5,
1998, between the Company and the Rights Agent (as amended, the "Rights
Agreement").
W I T N E S S E T H
WHEREAS, Section 27 of the Rights Agreement provides that the Company
may prior to the Distribution Date supplement or amend the Rights Agreement
without the approval of any holders of certificates representing shares of
Common Stock;
WHEREAS, on November 9, 2000, the Board, at a duly convened meeting
thereof, approved amending the Rights Agreement as set forth herein; and
WHEREAS, in compliance with Section 27 of the Rights Agreement, the
Company and the Rights Agent desire to amend the Rights Agreement as hereinafter
set forth.
NOW, THEREFORE, the parties hereby amend the Rights Agreement as
follows:
1. Section 1 of the Rights Agreement is hereby amended by adding the
following definition thereto:
"(at) "SWIB" shall mean the State of Wisconsin Investment Board."
2. Section 1(a) of the Rights Agreement is hereby amended by adding the
following parenthetical phrase after the phrase "15% or more" contained in the
first sentence thereof:
"(twenty percent (20%) or more in the case of SWIB)"
3. Section 3(a) of the Rights Agreement is hereby amended by adding the
following parenthetical phrase after the phrase "15% or more" contained in the
first sentence thereof:
"(twenty percent (20%) or more in the case of SWIB)"
4. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended by Amendment No. 1 and this
Amendment No. 2.
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5. Capitalized terms used herein but not defined herein shall have the
respective meanings ascribed to them in the Rights Agreement.
6. Except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
7. By execution of this Amendment No. 2, the Company hereby certifies
to the Rights Agent that the amendments to the Rights Agreement reflected herein
comply with Section 27 of the Rights Agreement.
8. This Amendment No. 2 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be duly executed, all as of the day and year first above written.
DT INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: General Counsel and Secretary
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
as Rights Agent
By: /s/Xxxxx X. Xxxxx
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Name: Xxxxx Xxxxx
Title: Assistant Vice President
