AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of October 22, 1996, to the
Rights Agreement, dated as of January 26, 1989 and as
amended as of April 25, 1996, between Handy & Xxxxxx, a
New York corporation (the "Company"), and ChaseMellon
Shareholder Services L.L.C., 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);
WHEREAS, the Company and the Rights Agent
desire to amend the Rights Agreement in accordance with
Section 26 of the Rights Agreement;
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) of the Rights Agreement is
amended to read in its entirety as follows:
(a) "Acquiring Person" shall mean any
Person who constitutes an "Interested
Shareholder" as defined in Section 912 of the
New York Business Corporation Law (the
"NYBCL"); provided, however, that for purposes
of determining whether such Person is an
"Acquiring Person," a Person engaged in
business as an underwriter of securities shall
not be deemed to be the "Beneficial Owner" of,
or to "beneficially own," any securities
acquired through such Person's participation in
good faith in a firm commitment underwriting
until the expiration of forty days after the
date of such acquisition; provided, further,
that any Person who has reported or is required
to report such Person's ownership (but less
than 25%) on Schedule 13G under the Securities
Exchange Act of 1934, as amended (or any
comparable or successor report) or on Schedule
13D under the Securities Exchange Act of 1934,
as amended (or any comparable or successor
report) which Schedule 13D does not state any
intention to or reserve the right to control or
influence the management or policies of the
Company or engage in any of the actions
specified in Item 4 of such Schedule (other
than the disposition of the Common Stock) and,
within 10 Business Days of being requested by
the Company to advise it regarding the same,
certifies to the Company that such Person
acquired shares of Common Stock in excess of
20% inadvertently or without knowledge of the
terms of the Rights and who, together with all
Affiliates and Associates, thereafter does not
acquire additional shares of Common Stock while
the Beneficial Owner of 20% or more of the
shares of Common Stock then outstanding shall
not be considered an "Acquiring Person";
provided, further, that any Person who becomes
the Beneficial Owner of 20% 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
outstanding by the Company shall not be
considered an "Acquiring Person" unless and
until such Person, after becoming aware that
such Person has become the Beneficial Owner of
20% or more of the shares of Common Stock then
outstanding, acquires beneficial ownership of
additional shares of Common Stock representing
1/2% or more of the shares of Common Stock then
outstanding.
2. The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights
Agreement as amended hereby.
3. The foregoing amendment shall be effective
as of the date hereof and, except as set forth herein,
the Rights Agreement shall remain in full force and
effect and shall be otherwise unaffected hereby.
4. 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.
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed, all as of the
day and year first above written.
HANDY & XXXXXX
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
General Counsel and
Secretary
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
as Rights Agent
By: /s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Assistant
Vice President
