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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MAXICARE HEALTH PLANS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
577904204
(CUSIP Number)
Benjamin L. Douglas, Esq.
Shartsis Friese & Ginsburg LLP
One Maritime Plaza, 18th Floor
San Francisco, CA 94111
(415) 421-6500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 8, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box / /.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
SEC 1746 (10-97)
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CUSIP No. 577904204 Page 2 of 14 Pages
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1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Snyder Capital Management, L.P.
- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)/ / (b)/X/
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 117,500
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,811,800
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 117,500
-----------------------------------------
10 SHARED DISPOSITIVE POWER
1,936,200
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,053,700
- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN, IA
- ------------------------------------------------------------------<PAGE>
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CUSIP No. 577904204 Page 3 of 14 Pages
- ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON
Snyder Capital Management, Inc.
- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)/ / (b)/ X/
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 117,500
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,811,800
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 117,500
-----------------------------------------
10 SHARED DISPOSITIVE POWER
1,936,200
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,053,700
- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 577904204 Page 4 of 14 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of Maxicare
Health Plans, Inc. (the "Issuer"). The principal executive office of the
Issuer is located at 1149 S. Broadway Street, No. 925, Los Angeles, CA
90015.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and controlling
persons, and the information regarding them, are as follows:
(a) The names of the persons filing this statement are Snyder Capital
Management, L.P. ("SCMLP") and Snyder Capital Management, Inc. ("SCMI")
(collectively, the "Filers"). Persons enumerated in Instruction C of
Schedule 13D are Alan Barry Snyder ("Snyder"), Walter Niemasik, Jr.
("Niemasik"), Margot Thorington Murtaugh ("Murtaugh"), Robert John Stanton
("Stanton"), Steven James Block ("Block"), Peter Stuart Voss ("Voss"), Susan
Roberta Katz-Snyder ("Katz-Snyder") and Sherry Ann Umberfield ("Umberfield")
(collectively, with the Filers, the "Named Persons").
Both SCMLP and SCMI are wholly owned by Nvest Companies, L.P.
("Nvest Companies"), a limited partnership affiliated with Nvest, L.P., a
publicly traded limited partnership. The general partner of Nvest, L.P. and
the managing general partner of Nvest Companies is an indirect, wholly owned
subsidiary of Metropolitan Life Insurance Company ("MetLife"). As of March
31, 1998, MetLife beneficially owned all of the general partner interests in
Nvest Companies and Nvest, L.P. and, in the aggregate, general partner and
limited partner interests in Nvest Companies and Nvest, L.P. representing
approximately 47% of the economic interests in the business of Nvest
Companies.
SCMI and Nvest Companies operate under an understanding that all
investment and voting decisions regarding managed accounts are to be made by
SCMI and SCMLP and not by Nvest Companies or any entity controlling Nvest
Companies. Accordingly, SCMI and SCMLP do not consider Nvest Companies or
any entity controlling Nvest Companies to have any direct or indirect control
over the securities held in managed accounts.
(b) The business address of SCMLP, SCMI, Snyder, Niemasik, Murtaugh,
Stanton, Block and Katz-Snyder is 350 California Street, San Francisco, CA
94104. The business address of Voss, Umberfield, Nvest Companies and Nvest,
L.P. is 399 Boylston Street, Boston, MA 02116. The business address of
MetLife is One Madison Avenue, New York, New York 10010.
(c) SCMLP is an investment adviser registered under the Investment
Advisers Act of 1940. SCMI is the sole general partner of SCMLP. Snyder is
the President of SCMI. Niemasik, Murtaugh, Stanton and Block are the Vice
Presidents of SCMI. Snyder, Niemasik, Voss, Katz-Snyder and Umberfield are
the directors of SCMI. Voss and Umberfield are also the President and
Executive Vice President, respectively, of Nvest Companies.
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CUSIP No. 577904204 Page 5 of 14 Pages
(d) During the last five years, none of the Named Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Named Persons was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) SCMLP is a Delaware limited partnership. SCMI is a Delaware
corporation. Snyder, Niemasik, Murtaugh, Stanton, Block, Voss, Katz-Snyder
and Umberfield are all citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as follows:
Purchaser Source of Funds Amount
SCMLP Funds Under Management* $31,675,810.07
* Represents funds of SCMLP's advisory clients invested in the Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Stock was acquired by SCMLP on behalf of its advisory clients for the
purpose of investment. None of the Filers has any present plans or
intentions to acquire or dispose of any securities of the Issuer other than
on behalf of SCMLP's advisory clients for the purpose of investment. Other
than as described below, none of the Filers has any present plans or
proposals which relate to, or would result in, any of the transactions or
events described in Item 4 of Schedule 13D.
On May 8, 1998, SCMLP entered into a voting agreement with the Issuer, a copy
of which is attached hereto as Exhibit B and incorporated herein, whereby
SCMLP agreed to vote in favor of the Issuer's nominees for the Issuer's board
of directors and other proposed actions as described in Exhibit B.
SCMLP may decide to purchase at any time or times on behalf of its advisory
clients additional shares of the Stock or other securities of the Issuer.
SCMLP may at any time or times cause its advisory clients to dispose of any
or all securities of the Issuer in any lawful manner. SCMLP's advisory
clients reserve all of their rights as stockholders of the Issuer and may
exercise those rights in any manner that they or SCMLP considers to be in the
interests of such clients.
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CUSIP No. 577904204 Page 6 of 14 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) To the knowledge of the Filers, the beneficial ownership of the
Stock by the Named Persons in Item 2 of this statement is as follows at the
date hereof:
Aggregate
Beneficially Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
SCMLP 2,053,700 11.5% 117,500 1,811,800 117,500 1,936,200
SCMI 2,053,700 11.5% 117,500 1,811,800 117,500 1,936,200
Snyder -0- 0% -0- -0- -0- -0-
Niemasik -0- 0% -0- -0- -0- -0-
Murtaugh -0- 0% -0- -0- -0- -0-
Stanton -0- 0% -0- -0- -0- -0-
Block -0- 0% -0- -0- -0- -0-
Voss -0- 0% -0- -0- -0- -0-
Katz-Snyder -0- 0% -0- -0- -0- -0-
Umberfield -0- 0% -0- -0- -0- -0-
(c) The persons filing this statement have not effected any transactions in
the Stock since their most recent filing on Schedule 13D with respect to the
Stock.
(d) SCMLP is a registered investment adviser whose clients have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Stock. No individual client's holdings of the Stock
are more than five percent of the class.
ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
SCMLP is a registered investment adviser whose clients have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the various securities in which their assets are invested,
including the Stock. Depending on SCMLP's agreements with each advisory
client, the client may have no right, a shared right or an exclusive right to
direct the voting of the Stock.
<PAGE>
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CUSIP No. 577904204 Page 7 of 14 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Agreement Regarding Joint Filing of Statement on Schedule 13D or
13G (already filed).
Exhibit B - Voting Agreement between SCMLP and the Issuer, with exhibit
thereto.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify that
the information set forth in this statement is true, complete and correct.
DATED: May 18, 1998
Snyder Capital Management, L.P.
By: Snyder Capital Management, Inc., General Partner
By: /s/ Steven J. Block
Steven J. Block, Vice President
Snyder Capital Management, Inc.
By: /s/ Steven J. Block
Steven J. Block, Vice President
<PAGE>
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SCHEDULE 13D
CUSIP No. 577904204 Page 8 of 14 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange
Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G
(and any amendments or supplements thereto) required under section 13(d) of
the Securities Exchange Act of 1934, as amended, in connection with purchases
by the undersigned of common stock of Maxicare Health Plans, Inc. For that
purpose, the undersigned hereby constitute and appoint Snyder Capital
Management, L.P., a Delaware limited partnership, as their true and lawful
agent and attorney-in-fact, with full power and authority for and on behalf
of the undersigned to prepare or cause to be prepared, sign, file with the
SEC and furnish to any other person all certificates, instruments, agreements
and documents necessary to comply with section 13(d) and section 16(a) of the
Securities Exchange Act of 1934, as amended, in connection with said
purchases, and to do and perform every act necessary and proper to be done
incident to the exercise of the foregoing power, as fully as the undersigned
might or could do if personally present.
DATED: April 22, 1998
Snyder Capital Management, L.P.
By: Snyder Capital Management, Inc., General Partner
By: /s/ Steven J. Block
Steven J. Block, Vice President
Snyder Capital Management, Inc.
By: /s/ Steven J. Block
Steven J. Block, Vice President
<PAGE>
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CUSIP No. 577904204 Page 9 of 14 Pages
EXHIBIT B
VOTING AGREEMENT dated as of May 8, 1998 between Snyder Capital
Management, L.P. (the "Shareholder") and Maxicare Health Plans, Inc. (the
"Company").
WHEREAS, the board of directors of the Company (the "Board") has
increased the number of directors which constitutes the Board to nine and has
filled the one existing vacancy and two newly created directorships on the
Board with Ellwood Cleaver and Paul R. Dupee, Jr. (the "Soliciting
Shareholder"), who have been named Class II directors with terms expiring in
1998 and Robert M. Davies who has been named a Class I director with a term
expiring in 2,000, and the Board has added the Soliciting Shareholder to the
Board's executive committee which has been increased from three to four
members;
WHEREAS, the Board intends that Mr. Cleaver and the Soliciting
Shareholder and Ms. Florence F. Courtright shall be the slate of nominees
recommended by the Board for election as directors (the "Board Slate") at the
Company's 1998 annual meeting of shareholders ("1998 Annual Meeting"); and
WHEREAS, the Board has approved the amendments to the Bylaws,
Certificate and the rights agreement between the Company and American Stock
Transfer & Trust Company, as Rights Agent, dated as of February 24, 1998 (the
"Rights Agreement") attached as Exhibit A (the "Amendments"), subject to
approval of the Amendments by a majority of the outstanding shares of common
stock, par value $.01 per share (the "Shares") at the 1998 Annual Meeting;
and
WHEREAS, in connection with the termination of a solicitation of
written consents from the Company's Shareholders by the Soliciting
Shareholder (the "Consent Solicitation"), the Company has agreed to reimburse
the Soliciting Shareholder's fees and expenses (not to exceed $450,000)
related to the Consent Solicitation and the negotiation of related agreements
(the "Expense Reimbursement") promptly after the satisfaction of the
conditions to such reimbursement subject to reasonable documentation of such
fees and expenses and approval of such reimbursement by (a) holders of a
least 50% of the outstanding Shares (with such approval deemed to have been
given by all Shares covered by agreements with the Company to vote in favor
of the Expense Reimbursement at the 1998 Annual Meeting), or (b) the
affirmative vote of the majority of the Shares present in person or by proxy
at the 1998 Annual Meeting and entitled to vote on such matter; and
WHEREAS, the parties desire to agree on certain actions to be taken
at the 1998 Annual Meeting,
NOW, THEREFORE, in consideration of the agreements contained
herein, the parties agree as follows:
1. Proposals By the Company. The Company will propose the
election of the Board Slate, the adoption of the Amendments and the approval
of the Expense Reimbursement at the 1998 Annual Meeting.
2. Voting Agreement of Shareholder. The Shareholder agrees that
all shares of Common Stock of the Company ("Shares") as to which the
Shareholder or any of its affiliates has the power to direct the vote on the
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CUSIP No. 577904204 Page 10 of 14 Pages
record date for the 1998 Annual Meeting, shall be voted at such meeting in
favor of the Board Slate, the Amendments and the Expense Reimbursement, and
the Shareholder shall not execute a written consent of shareholders in lieu
of a meeting or vote to call a special meeting prior to the 1998 Annual
Meeting which will be held by July 31, 1998. Such record date shall be
June 8, 1998 or the earliest possible date thereafter and, in no event, later
than June 12, 1998. If any Shares as to which the Shareholder has the power
to direct the vote are transferred prior to such record date, the Shareholder
shall obtain an agreement from the transferee assuming the Shareholder's
obligations under this sentence and the immediately preceding sentence;
provided, however, that the Shareholder shall not be required to obtain such
an agreement from the transferee of Shares which the Shareholder sells as a
result of instructions from clients or customers requiring the Shareholder to
sell such Shares, or to liquidate such clients' accounts in whole or in part
or changing the investment objectives of such accounts.
3. Miscellaneous.
a. This agreement shall not be altered, amended, changed,
waived, terminated or otherwise modified except by a writing signed by the
party to be charged.
b. This agreement shall be interpreted and enforced in
accordance with the laws of the State of Delaware applicable to contracts
made and to be performed there, and any legal action or proceeding with
respect to this agreement may be brought in the courts of the State of
Delaware or the United States District Court for the District of Delaware,
and each party accepts the exclusive jurisdiction of such courts.
c. This agreement may be executed in several counterparts,
each of which will be deemed an original.
d. Each of the parties acknowledges and agrees that
irreparable damages would occur if any of the provisions of this agreement
were not performed in accordance with their specific terms or were otherwise
breached. Accordingly, it is agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this agreement and to
enforce specifically the terms of this agreement in any court having
jurisdiction, in addition to any other remedy to which they may be entitled
at law or equity.
e. The parties acknowledge and agree that this Agreement is
not an agreement, arrangement or understanding of the type referred to in
Section 1(d)(iii) of the Company's Shareholders Rights Plan, and the
Shareholder and other shareholders entering into agreements containing the
covenants contained in Section 2 shall not be deemed an Acquiring Person as
that term is used in the Shareholders Rights Plan by virtue of anything
contained in this Agreement or those agreements or any acts or transactions
contemplated thereby.
f. This Agreement shall inure to the benefit of, and be
enforceable by, the Soliciting Shareholder, as if he were a party hereto.
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CUSIP No. 577904204 Page 11 of 14 Pages
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.
MAXICARE HEALTH PLANS, INC.
By /s/ Peter J. Ratican
SNYDER CAPITAL MANAGEMENT, L.P.
By /s/ Robert J. Stanton
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CUSIP No. 577904204 Page 12 of 14 Pages
EXHIBIT "A"
RESOLUTIONS TO BE ADOPTED BY THE SHAREHOLDERS OF
MAXICARE HEALTH PLANS, INC. AT THE 1998 ANNUAL MEETING
RESOLVED, that subject to the election of Florence Courtright, Paul Dupee,
and Elwood Kleaver at this 1998 Annual Meeting of Shareholders of Maxicare
Health Plans, Inc. (the "Company") for three year terms ending at the
Company's 2001 Annual Meeting of Shareholders ("Board Nominees"), the
Shareholders of the Company hereby authorize and approve amendments to the
Company's Certificate of Incorporation which would amend Article FIFTH
thereof and to add new Article THIRTEENTH as follows (the "Amendments to the
Articles").
a. Article FIFTH shall be amended to delete the existing
Section "A." thereof and to replace such Section "A." with the following:
"A. Number of Directors. From the effective date
of this amendment until the conclusion of the
Corporation's 1999 Annual Meeting of
Stockholders (the "Amendment Termination
Date"), the number of directors who shall
constitute the board of directors of the
Corporation (the "Board") shall be nine (9);
thereafter, the number of directors who shall
constitute the Board shall be fixed in
accordance with the Bylaws of the Corporation."
b. New Article THIRTEENTH shall be added as follows:
"Article THIRTEENTH: Written Consents and Special
Meetings of Stockholders.
A. Sunset Provision. The provisions of this
Article THIRTEENTH shall terminate and be of no
force and effect after the Amendment
Termination Date.
B. Written Consents. From the effective date of
this amendment until the Amendment Termination
Date (the "Written Consent Period"), the
stockholders of this Corporation shall not be
able to take any action by written consent.
During the Written Consent Period stockholders
may only take action at an annual or special
meeting of stockholders.
C. Special Meetings of Stockholders. During the
Written Consent Period stockholders of this
Corporation may not call any special meetings
of stockholders and special meetings of
stockholders may only be called by the Board as
provided for in the Bylaws of this
Corporation.
<PAGE>
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CUSIP No. 577904204 Page 13 of 14 Pages
BE IT FURTHER RESOLVED, that solely in the event the stockholders of the
Company approve the election of the Board Nominees at this Annual Meeting of
Stockholders and adoption of Amendments to the Articles as provided for
above, then the Company's Amended and Restated Bylaws dated January 28, 1994,
as amended on March 20, 1998 (the "Bylaws"), shall be further amended as
follows (the "Bylaw Amendments"):
1. Article II, Section 3. SPECIAL MEETINGS. Article II, Section
3 shall be amended to add at the end thereof the following:
"Notwithstanding anything to the contrary contained
above from and after the effective date of this
amendment until the conclusion of the Corporation's
1999 Annual Meeting of Stockholders, the
Stockholders of the Corporation may not call any
special meeting of stockholders and special meetings
of stockholders may only be called by the Board of
Directors of the Corporation."
2. Article II. A new Section 15 shall be added to Article II as
follows:
"Section 15. 1999 ANNUAL MEETING OF STOCKHOLDERS.
Prior the conclusion of the 1999 Annual Meeting of
Stockholders, the Board of Directors will not adopt
any bylaws or take any other actions that interfere
with the rights of stockholders to nominate and
elect three directors at such meeting in accordance
with the existing Bylaws, unless such actions have
been approved by the stockholders."
3. Article III, Section 2. NUMBER OF DIRECTORS. Article III,
Section 2 shall be amended to delete the remainder of the second sentence
after "directors" on the fourth line and insert in lieu thereof:
"or a majority vote of the outstanding shares
entitled to vote thereon."
4. Article IX, Section 1. AMENDMENT BY STOCKHOLDERS. Article
IX, Section 1 shall be amended to delete "Sections 3 and 14 of Article II,
Section 2 of Article III and Sections 1 and 2 of Article IX" commencing on
the fifth line thereof and insert in lieu thereof:
"Section 3 of Article II and Sections 1 and 2 of
Article IX"
5. Except as expressly set forth herein the Bylaws shall remain
in full force and effect.
BE IT FURTHER RESOLVED, that solely in the event the stockholders of the
Company approve the election of the Board Nominees at this Annual Meeting of
Stockholders, the adoption of Amendments to the Articles and the Bylaw
Amendments, as provided for above, then the following amendments to the
Shareholders Rights Plan previously adopted by the Board shall be submitted
to the stockholders for approval (the "Rights Plan Amendments"):<PAGE>
<PAGE>
CUSIP No. 577904204 Page 14 of 14 Pages
1. Sections 1(h) and 1(i) of the Rights Agreement between this
Corporation and American Stock Transfer & Trust Corporation, as rights agent,
dated February 24, 1998 is hereby amended to read as follows:
"(h) "Continuing Directors" shall have the same meaning as
"Disinterested Director" as defined in Section 1(i) hereof.
(i) "Disinterested Directors" shall mean the members of the
Board of Directors who are not (i) officers or employees of
the Corporation, (ii) Acquiring Persons or their Affiliates or
Associates or representatives of any of them, or (iii) any
Person who was directly or indirectly proposed or nominated as
a director of the Corporation by an Acquiring Person or a
Transaction Person."
2. Except as specifically set forth herein, the Rights Agreement
shall remain in full force and effect, except that any amendment to Sections
1(h) or 1(i) shall require the approval of the shareholders.
BE IT FURTHER RESOLVED, that the officers of this Company, or any of them, be
and they hereby are authorized, empowered and directed in the name of and on
behalf of this Company to take all such actions and to execute and deliver
all such documents as they or any of them may deem necessary or appropriate
in their opinion to carry out the purpose and comply with and effectuate the
intent of the foregoing resolutions, including but not limited to filing any
necessary amendments to the Certificate of Incorporation with the Delaware
Secretary of State and filing the Bylaw Amendments in the Minute Books of the
Company; and
BE IT FURTHER RESOLVED, that any actions previously taken by any officer of
the Company on behalf of the Company in connection with any of the foregoing
resolutions be, and they hereby are, ratified, adopted and approved in all
particulars as acts of the Company.
