Exhibit 4.3


 


AMENDMENT TO RIGHTS
AGREEMENT BETWEEN


 


METHODE ELECTRONICS,
INC.


 


AND


 


MELLON INVESTOR
SERVICES LLC, as Rights Agent


 


THIS AMENDMENT TO RIGHTS
AGREEMENT (this “Amendment”) is made as of this 18th day of
November, 2003 by and between Methode Electronics, Inc., a Delaware corporation
(the “Company”), and Mellon Investor Services LLC, as rights agent (the “Rights
Agent”).  Capitalized terms used but not
defined herein shall have the meanings given to such terms in the Merger
Agreement (as defined below).


 


WHEREAS, the Company intends to
enter into an Agreement and Plan of Merger (as the same may be amended from
time to time, the “Merger Agreement”) with Methode Merger Corporation, a
Delaware corporation (“Merger Corp.”), providing for transactions (collectively,
the “Merger”) pursuant to which, among other things, Merger Corp. will be
merged with and into the Company.


 


WHEREAS, the Company and the
Rights Agent (as successor to ChaseMellon Shareholder Services, L.L.C.) are
parties to a Rights Agreement dated as of June 23, 2000 (the “Rights
Agreement”).


 


WHEREAS, the Company and the
Rights Agent desire to amend the Rights Agreement in connection with the
execution and delivery of the Merger Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements herein set forth, the Company and
the Rights Agent hereby agree as follows:


 


1.             Amendment to Definition of “Acquiring Person” set
forth in Section 1.  The
definition of “Acquiring Person” set forth in Section 1 of the Rights Agreement
is hereby amended by adding the following sentence to the end of that
definition:


 


Notwithstanding the foregoing, no Person shall be or become an
Acquiring Person by reason of the execution and delivery of the Agreement and
Plan of Merger between the Company and Methode Merger Corporation, a Delaware
corporation (“Merger Corp.”), (the “Merger Agreement”) or the execution of any
amendment thereto.


 


2.             Amendment to Section 7(a)(i).  Section 7(a)(i) of the Rights Agreement
shall be amended to read in its entirety as follows:


 


(i) (A) the Effective Time, as that term is defined in the Merger
Agreement, or (B) the Close of Business on the Final Expiration Date,


 


3.             Amendment to Definition of “Shares Acquisition Date”
set forth in Section 1.  The
definition of “Shares Acquisition Date” included in Section 1 of the Rights
Agreement shall be amended by adding the following sentence to the end of such
definition:


 


Notwithstanding anything else set forth in this Agreement, a Shares
Acquisition Date shall not be deemed to have occurred solely by reason of the
public announcement, public disclosure, execution and delivery or amendment of
the Merger Agreement and the transactions contemplated thereby.


 

















 


4.             Amendment to Section 3(a).  Section 3(a) of the Rights Agreement shall
be amended by adding the following sentence to the end thereof:


 


Notwithstanding anything else set forth in this Agreement, no
Distribution Date shall be deemed to have occurred solely by reason of the
execution and delivery or amendment of the Merger Agreement and the
transactions contemplated thereby.


 


5.             Amendment to Section 13.  The first sentence of Section 13 of the
Rights Agreement shall be amended to read in its entirety as follows:


 


In the event that, at any time after a Person becomes an Acquiring
Person, directly or indirectly, (i) the Company shall consolidate with, or
merge with and into, any other Person, (ii) any Person shall consolidate with
the Company, or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in connection with such
merger, all or part of the Common Shares shall be changed into or exchanged for
stock or other securities of any other Person (or the Company) or cash or any
other property, or (iii) the Company shall sell or otherwise transfer (or one
or more of its Subsidiaries shall sell or otherwise transfer), in one or more
transactions, assets or earning power aggregating 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to any
other Person other than the Company or one or more of its wholly-owned
Subsidiaries, then, and in each such case (other than any such transaction
contemplated by the Merger Agreement), proper provision shall be made so that
(A) each holder of a Right (except as otherwise provided herein) shall
thereafter have the right to receive, upon the exercise thereof at a price
equal to the then current Purchase Price multiplied by the number of one
ten-thousandths of a Preferred Share for which a Right is then exercisable, in
accordance with the terms of this Agreement and in lieu of Preferred Shares,
such number of Common Shares of such other Person (including the Company as
successor thereto or as the surviving corporation) as shall equal the result
obtained by (x) multiplying the then current Purchase Price by the number of
one ten-thousandths of a Preferred Share for which a Right is then exercisable
and dividing that product by (y) 50% of the then current per share market price
of the Common Shares of such other Person (determined pursuant to Section 11(d)
hereof) on the date of consummation of such consolidation, merger, sale or
transfer; (B) the issuer of such Common Shares shall thereafter be liable for,
and shall assume, by virtue of such consolidation, merger, sale or transfer,
all the obligations and duties of the Company pursuant to this Agreement; (C)
the term “Company” shall thereafter be deemed to refer to such issuer; and (D)
such issuer shall take such steps (including, but not limited to, the
reservation of a sufficient number of its Common Shares in accordance with
Section 9 hereof) in connection with such consummation as may be necessary to
assure that the provisions hereof shall thereafter be applicable, as nearly as
reasonably may be, in relation to the Common Shares thereafter deliverable upon
the exercise of the Rights.


 


6.             Amendment to Section 20.  A new Section 20(1) of the Rights Agreement
is hereby added as follows:


 


The Rights Agent shall not be subject to, nor be required to comply
with, or determine if any Person has complied with, the Merger Agreement or any
agreements or documents related to or referred to in the Merger Agreement or
any other agreement between or among the parties thereto,


 

















 


even though reference thereto
may be made in this Agreement, or to comply with any notice, instruction,
direction, request or other communication, paper or document other than as
expressly set forth in this Agreement.


 


7.             Miscellaneous.  The Rights Agreement, as amended by this Amendment, shall remain
in full force and effect in accordance with its terms.  This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such
State.  This Amendment may be executed
in any number of counterparts, each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument. 
If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.


 


IN WITNESS WHEREOF, the parties
herein have caused this Amendment to be duly executed and attested, all as of
the date and year first above written.


 


	
   

  	
   

  	
   

  	
   

  	
  Methode
  Electronics, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  Douglas A.
  Koman

  	
   

  	
  By:

  	
  /s/  William T. Jensen

  	
   

  
	
   

  	
  Name: Douglas A. Koman

  	
   

  	
  Name:  William T. Jensen

  
	
   

  	
  Title:  Vice President,

            Corporate Finance

  	
   

  	
  Title:  Chairman of the Board

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Mellon Investor Services LLC

  
	
   

  	
   

  	
   

  	
   

  	
  Rights Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Georg Drake

  	
   

  	
  By:

  	
  /s/ Editha Paras

  	
   

  
	
   

  	
  Name: Georg Drake

  	
   

  	
  Name:  Editha Paras

  
	
   

  	
  Title:  Assistant Vice President

  	
   

  	
  Title:  Vice President