EXHIBIT 2
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT, made and entered into as of this
1st day of August, 1996, by and between THE DURIRON
COMPANY, INC. (the "Company") and KEYBANK NATIONAL
ASSOCIATION ("Key") is being executed under the
following circumstances:
A. The Company and Bank One, Dayton, N.A. ("Bank One")
entered into a Rights Agreement dated August 1, 1986 ("Rights
Agreement"), pursuant to which Bank One was appointed to act as a
rights agent (the "Rights Agent") under the Rights Agreement. Bank One
gave notice of its resignation as Rights Agent under the Rights
Agreement in 1987 with the Company appointing an affiliate of Bank One
as successor Rights Agent pursuant to Section 21 of the Rights
Agreement. Effective October 1, 1995 such affiliate of Bank One gave
notice of its resignation of Rights Agent. The Company, in accordance
with Section 21 of the Rights Agreement and in compliance with other
provisions thereof, appointed Society National Bank ("Society") as
successor Rights Agent effective October 1, 1995, and Society accepted
the appointment of the position as successor Rights Agent effective on
October 1, 1995. Effective June 17, 1996, Key became the successor by
merger to Society, and Key now serves as Rights Agent.
B. NOW, THEREFORE, the Company and Key hereby amend the
Rights Agreement as follows, pursuant to Section 26 of the Rights
Agreement:
1. The second sentence of Section 4 of the Rights Agreement
is amended by changing the figure "$30.00" to "$90.00".
2. Section 7(a) and Section 7(b) of the Rights Agreement are
amended and restated to read as follows:
EXERCISE OF RIGHTS; PURCHASE PRICE;
EXPIRATION DATE OF RIGHTS.
(a) The Rights shall become exercisable following the close
of business on the Distribution Date. The Rights may be exercised
to purchase Preferred Stock, except as otherwise provided herein,
in whole or in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of election
to purchase on the reverse side thereof duly
executed (with such signature duly guaranteed), to the Rights
Agent at the Securityholder Services Department of the Rights
Agent in Cleveland, Ohio, together with payment of the Purchase
Price with respect to each Right exercised, subject to adjustment
as hereinafter provided, at or prior to the close of business on
the earlier of (i) August 13, 2006 ("Final Expiration Date"), or
(ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (such earlier date being herein referred to as
the "Expiration Date").
(b) The Purchase Price for each one one-hundredth (1/100) of
a share of Preferred Stock issued pursuant to the exercise of a
Right shall initially be $90.00. The Purchase Price and the
number of shares of Preferred Stock or other securities to be
acquired upon exercise of a Right shall be subject to adjustment
from time to time as provided in Sections 11 and 13 hereof. The
Purchase Price shall be payable in lawful money of the United
States of America, in accordance with paragraph (c) below.
3. New Sections 7(e), 7(f) and 7(g) are added to the Rights
Agreement and shall read as follows:
(e) At any time after any Person becomes an Acquiring
Person, a majority of the members of the Board of Directors who
were in office at the time the Person became an Acquiring Person
(with such members being called "Continuing Directors" hereafter)
may, at their option, exchange all or part of the then
outstanding and exercisable Rights (exclusive of any Rights that
are or were at any time on or after the earlier of the Stock
Acquisition Date or the Distribution Date acquired or
beneficially owned by any Acquiring Person or any Associate or
Affiliate of any such Acquiring Person, or any transferee of such
Rights) (such excluded rights being hereinafter referred to as
the "Excluded Rights") for shares of Common Stock at an exchange
ratio of one share of Common Stock per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the Distribution Date (such exchange
ratio being hereinafter referred to as the "Exchange Ratio").
(f) Immediately upon the action of the Continuing Directors
electing to exchange any Rights pursuant to Section 7(e) and
without any further action and without any notice, the right to
exercise such Rights will terminate and thereafter the only right
of a holder of such Rights shall be to receive that number of
shares of Common Stock equal to the numbers of such Rights held
by such holder multiplied by the Exchange Ratio. The Company
shall promptly thereafter give notice of such exchange to the
Rights Agent and the holders of the Rights to be exchanged in the
manner set forth in Section 24; provided that the failure to
give, or any defect in, such notice shall not affect the validity
of such exchange. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder
receives such notice. Each such notice of exchange will state the
method by which the exchange of shares of Common Stock for Rights
will be effected and, in the event of any partial exchange, the
number of Rights which will be exchanged. Any partial exchange
shall be effected pro rata based on the number of Rights (other
than Excluded Rights) held by each holder of Rights.
(g) In any exchange pursuant to this Section 7, the Company,
at its option, may substitute another security (having rights
approximately equivalent to those then carried by a share of
Common Stock, such other security being hereinafter referred to
as a "Common Stock Equivalent") for shares of Common Stock
exchangeable for Rights, at the rate of one Common Stock
equivalent for each share of Common Stock, so that each Common
Stock Equivalent delivered in lieu of each share of Common Stock
shall have essentially the same dividend, liquidation and voting
rights as one share of Common Stock then has.
4. Exhibit B (Form of Right Certificate) is amended by
changing the figure "$30.00" to "$90.00".
The remainder of the Plan shall remain unchanged, and the
Plan, as so amended above, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment to the Rights Agreement as of the day and year first above
written.
THE DURIRON COMPANY, INC., KEYBANK NATIONAL ASSOCIATION,
by by
/s/ Ronald F. Schuff /s/ Caroline Lukez-Byrne
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Ronald F. Schuff Caroline Lukez-Byrne
Vice President-Secretary & Assistant Vice President
General Counsel