Exhibit 4.7
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT, dated as of January 28, 1999 ("First Amendment"), to
Rights Agreement dated as of July 5, 1990 (the "Rights Agreement"), between
Health Care Property Investors, Inc., a Maryland corporation (the "Company"),
and The Bank of New York (the "Rights Agent"). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the Rights
Agreement.
WHEREAS, effective as of July 1, 1996, the Rights Agent was appointed
as successor to Chemical Trust Company of California, which in turn was the
successor Manufacturers Hanover Trust Company of California, the original rights
agent under the Rights Agreement;
WHEREAS, the Company and the Rights Agent previously entered into the
Rights Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend any provision of
the Rights Agreement in accordance with the terms of such Section 26.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
agreements set forth in this Amendment, the parties hereby amend the Rights
Agreement as follows:
1. Section 1(g) of the Rights Agreement is hereby deleted in its
entirety.
2. The second sentence of Section 1(k) of the Rights Agreement is
hereby amended to (a) add the words "prior to the time that any Person has
become an Acquiring Person and" after the word "determines," and before the word
"after" and (b) delete the words "; provided, however, that there must be
Continuing Directors then in office and any such determination shall require the
concurrence of a majority of such Continuing Directors."
3. Section 3(a) of the Rights Agreement is hereby amended by
amending the second sentence thereof to (a) replace the words "beyond the
earlier of the dates set forth in such preceding sentence; provided, however,
there must be Continuing Directors then in office and any such postponement
shall require the concurrence of a majority of such Continuing Directors" from
the second sentence thereof with the words: "specified as a result of an event
described in clause (ii) beyond the date set forth in such clause (ii)" and (b)
add as the third sentence thereof "Nothing herein shall permit such a
postponement of a Distribution Date after a Person becomes an Acquiring Person."
4. Section 11(a)(ii) is hereby amended to delete the second proviso
in its entirety.
5. Section 22 of the Rights Agreement is hereby amended to add the
following after the last sentence thereof:
"In addition, in connection with the issuance or sale of
Common Shares following the Distribution Date and prior to
the Expiration Date, the Company shall, with respect to
Common Shares so issued or sold pursuant to the exercise of
stock options or under any employee plan or arrangement,
granted or awarded, or upon exercise, conversion or exchange
of securities hereafter issued by the Company or by any
limited liability company or limited partnership of which
the Company is the managing member or general partner, in
each case existing prior to the Distribution Date, issue
Right Certificates representing the appropriate number of
Rights in connection with such issuance or sale; provided,
however, that (i) no such Right Certificate shall be issued
if, and to the extent that, the Company shall be advised by
counsel that such issuance would create a significant risk
of material adverse tax consequences to the Company or the
Person to whom such Right Certificate would be issued and
(ii) no such Right Certificate shall be issued if, and to
the extent that, appropriate adjustment shall otherwise have
been made in lieu of the issuance thereof."
6. Section 23(a) of the Rights Agreement is hereby amended and
restated in its entirety as follows:
"(a) The Board of Directors of the Company may, at its
option, at any time prior to a Trigger Event, redeem all but
not less than all of the then outstanding Rights at a
redemption price of $.005 per Right, appropriately adjusted
to reflect any stock split, stock dividend, recapitalization
or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the
"Redemption Price"), and the Company may, at its option, pay
the Redemption Price in Common Shares (based on the "current
per share market price," determined pursuant to Section
11(d), of the Common Shares at the time of redemption), cash
or any other form of consideration deemed appropriate by the
Board of Directors. The redemption of the Rights by the
Board of Directors may be made effective at such time, on
such basis and subject to such conditions as the Board of
Directors in its sole discretion may establish."
7. Section 26 of the Rights Agreement is hereby amended by deleting
clause (ii) of the second sentence thereof in its entirety, renumbering
clause (iii) of the second sentence to (ii), adding the word "or" immediately
prior to the new clause (ii) and deleting the words "or Redemption Date" and
substituting therefor the words "pursuant to the second sentence of Section
3(a)" in the proviso.
8. The fourth paragraph of Exhibit A to the Rights Agreement ("Form
of Right Certificate") is hereby amended and restated in its entirety as
follows:
"Subject to the provisions of the Rights Agreement, the
Board of Directors may, at its option, (i) redeem the Rights
evidenced by this Right Certificate at a redemption price of
$.005 per Right or (ii) exchange Common Shares for the
Rights evidenced by this Right Certificate, in whole or in
part."
9. The third paragraph of Exhibit B to the Rights Agreement (SUMMARY
OF RIGHTS TO PURCHASE COMMON SHARES) is hereby amended to delete the words "the
Board of Directors, with the concurrence of a majority of the Continuing
Directors (as defined below), may postpone the Distribution Date and that."
10. The ninth paragraph of Exhibit B to the Rights Agreement is
hereby amended to (a) delete the words "until ten days following the public
announcement that a Person has become an Acquiring Person" and replace them with
the words "prior to the time that an Acquiring Person has become such" and (b)
delete the second and third sentences in their entirety.
11. The tenth paragraph of Exhibit B to the Rights Agreement is
hereby deleted in its entirety.
12. The twelfth paragraph of Exhibit B to the Rights Agreement is
hereby amended to delete the following:
", to shorten or lengthen any time period under the Rights Agreement
relating to when the Rights may be redeemed (so long as, under certain
circumstances, a majority of Continuing Directors approve such shortening or
lengthening)."
13. This First Amendment shall be effective as of the date hereof
and, except as expressly set forth herein, the Rights Agreement shall remain in
full force and effect and be otherwise unaffected hereby.
14. This First Amendment may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all such counterparts shall together constitute one and the same document.
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date first written above.
HEALTH CARE PROPERTY INVESTORS, INC.
By: /s/ Edward J. Henning
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Name: Edward J. Henning
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Title: Senior Vice President
THE BANK OF NEW YORK
By: /s/ William F. Powers
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Name: William F. Powers
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Title: Assistant Vice President
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