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EXHIBIT 4.1
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this "Amendment"), is
made and entered into this 30th day of July, 1997, by and between Sterling
House Corporation, a Kansas corporation (the "Company"), and ChaseMellon
Shareholder Services, L.L.C., a New Jersey limited liability company (the
"Rights Agent"). This Amendment amends that certain Rights Agreement, dated
June 25, 1997 (the "Rights Agreement"), between the Company and the Rights
Agent.
1. Section 1 of the Rights Agreement is hereby amended by deleting
paragraph (a) thereof and replacing it in its entirety with the following:
(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 20% 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 any Subsidiary of the Company or (iv) any Person or entity
organized, appointed or established by the Company for or pursuant to
the terms of any such plan. Notwithstanding the foregoing, no Person
shall become an "Acquiring Person" solely as the result of an
acquisition of Common Stock by the Company which, by reducing the
number of shares outstanding, increases the proportionate number of
shares beneficially owned by a Person to 20% or more of the Common
Stock of the Company then outstanding as determined above; provided,
however, that if a Person becomes the Beneficial Owner of 20% or more
of the Common Stock then outstanding (as determined above) solely by
reason of purchases of Common Stock by the Company, after such
purchases by the Company, becomes the Beneficial Owner of any
additional shares of Common Stock by any means whatsoever, then such
Person shall be deemed to be an "Acquiring 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 an "Acquiring Person,"
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as defined pursuant to the foregoing provisions of this paragraph (a),
then such Person shall not be deemed an "Acquiring Person" for any
purposes of this Agreement. Notwithstanding the foregoing, if a Person
becomes the Beneficial Owner of 20% or more of the Common Stock then
outstanding solely as a result of such Person's entering into an
agreement, arrangement or understanding whereby such Person obtains
the right to vote such security and prior to the time such agreement,
arrangement or understanding is entered into the Board of Directors of
the Company has approved either (i) a "business combination" (as such
term is defined in Section 17-12,100(c) of the Kansas General
Corporation Code) to which such Person is a party or (ii) such
agreement, arrangement or understanding with such Person then such
Person shall not be deemed to be an "Acquiring Person."
2. The amendment to the Rights Agreement set forth herein shall be
effective as of July 30, 1997. Except as modified by this Amendment, the Rights
Agreement shall remain in full force and effect.
3. This Amendment may be executed by facsimile and 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.
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed by its duly authorized officer, and the Rights Agent has caused this
Agreement to be duly executed by its authorized officer, and the parties have
caused this Amendment to be delivered, all on the day and year first written
above.
STERLING HOUSE CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Chief Executive Officer
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By:/s/ H. Xxxxxx Xxxxxxxx
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Name: H. Xxxxxx Xxxxxxxx
Title: Vice President
