AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this "AMENDMENT") is
entered into as of the 24th day of May, 2001, between The York Group, Inc., a
Delaware corporation (the "COMPANY") and Computershare Investor Services, LLC
(the "RIGHTS AGENT").
WHEREAS, the Company and the Rights Agent have previously entered into
that certain Rights Agreement (the "RIGHTS AGREEMENT") dated as of September 28,
2000;
WHEREAS, pursuant to SECTION 28 of the Rights Agreement, the Company
may supplement or amend the Rights Agreement, evidenced by a writing signed by
the Company and the Rights Agent, without the approval of any holders of Rights
Certificates (as defined in the Rights Agreement), to add, delete, modify or
otherwise amend any provision, which the Company may deem necessary or
desirable;
WHEREAS, the parties desire to amend the definition of "Acquiring
Person" in SECTION 1 of the Rights Agreement, as set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows:
1. The definition of "Acquiring Person" as set forth in SECTION 1
of the Rights Agreement is hereby amended and restated in its
entirety as follows:
"ACQUIRING PERSON" shall mean any Person who or which,
together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of 15% or more of the Voting
Shares of the Company then outstanding, but shall not include
the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the
Company or any trustee of or fiduciary with respect to any
such plan when acting in such capacity. Notwithstanding the
foregoing part of this definition, no Person shall become an
"Acquiring Person" as the result of an acquisition of Voting
Shares by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares
beneficially owned by such Person to 15% or more of the Voting
Shares of the Company then outstanding; PROVIDED, HOWEVER
that, if a Person shall become the Beneficial Owner of 15% or
more of the Voting Shares of the Company then outstanding by
reason of share purchases by the Company and shall after such
share purchases by the Company and at a time when such Person
is the Beneficial Owner of 15% or more of the Voting Shares of
the Company then outstanding, become the Beneficial Owner of
any additional Voting Shares of the Company, then such Person
shall be deemed to be an "Acquiring Person." Notwithstanding
the foregoing parts of this definition, 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 this definition has become such
inadvertently, and such Person divests a sufficient number
of Voting Shares so that such Person would no longer be an
"Acquiring Person," by such deadline as the Board of
Directors shall set, then such Person shall not be deemed to
be an "Acquiring Person" for any purposes of this Agreement.
Notwithstanding the foregoing parts of this definition, none
of Matthews International Corporation, a Pennsylvania
corporation ("MATTHEWS"), Empire Stock Corp., a Delaware
corporation ("ESC") and Empire Merger Corp.("EMC"), a
Delaware corporation, shall be deemed to be an "Acquiring
Person," under the Agreement and Plan of Merger, dated
May 24, 2001, by and among Matthews, EMC, and the Company,
under the Stock Purchase Agreement, dated May 24, 2001, by
and among the Company, Matthews and ESC, or under the Asset
Purchase Agreement, dated May 24, 2001, by and among
Matthews, ESC, the Company, York Bronze Company and OMC
Industries, Inc. or any related transaction or document.
2. Except as expressly amended by this Amendment, the Rights
Agreement shall remain in full force and effect. Except as
expressly amended by this Amendment, none of the rights,
interests and obligations existing and to exist under the
Rights Agreement are hereby released, diminished or impaired,
and the parties hereby reaffirm all covenants, representations
and warranties in the Rights Agreement.
3. For the convenience of the parties, this Amendment may be
executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute
one and the same instrument.
4. Capitalized terms used herein but not defined shall have the
meanings assigned to such terms in the Rights Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have hereunto set their hands
effective as of the date first written above.
Attest: THE YORK GROUP, INC.
By: /s/ Andrew A. Gregory By: /s/ Thomas J. Crawford
----------------------------- ---------------------------------------
Name: Andrew A. Gregory Name: Thomas J. Crawford
Title: Attorney Title: President
Attest: COMPUTERSHARE INVESTOR
SERVICES, LLC, as Rights Agent
By: /s/ Jayne E. Schwartz By: /s/ Keith A. Bradley
----------------------------- ---------------------------------------
Name: Jayne E. Schwartz Name: Keith A. Bradley
Title: Legal Assistant Title: Manager, Client Services