EXHIBIT 4
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment to Rights Agreement (the "Amendment") is entered
into as of April 19, 1999, by and between Rawlings Sporting Goods Company, Inc.,
a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services,
L.L.C. (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement dated July 1, 1994, as amended on November 21, 1997 (the
"Agreement");
WHEREAS, the Company desires to amend the Agreement on the terms and
conditions herein set forth and the Company is hereby directing the Rights Agent
to enter into this Amendment in accordance with Section 26 of the Agreement; and
WHEREAS, the execution and delivery of this Amendment has been duly
authorized by the Board of Directors of the Company.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed to such terms in the
Agreement, as amended hereby.
2. AMENDMENTS TO AGREEMENT.
2.1 Section 1(g) is amended by deleting the definition of
"Continuing Director" and replacing it with "Intentionally Omitted."
2.2 The first sentence of Section 2(a) of the Rights Agreement
is hereby amended to delete the following words:
"and agent for the beneficial owners of the Rights (who, in
accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Shares)."
2.3 The first sentence of Section 3(a) is amended and restated
in its entirety to read as follows:
(a) Until the earlier of (i) the close of business on
the tenth day after a Stock Acquisition Date involving an
Acquiring Person, or (ii) the close of business on the tenth
day after the date that a tender or exchange offer by any
person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary
of the Company, or any Person or entity organized, appointed
or established by the Company for or pursuant to the terms of
any such plan) is first published or sent or given within the
meaning of Rule 14d-2(a) of the General Rules and Regulations
under the Exchange Act, if upon consummation thereof, such
Person would be the Beneficial Owner of 23.1% or more of the
Common Shares then outstanding, provided that the Board of
Directors may extend by resolution the period referred to in
(i) or (ii) above, to a date which shall not be later than the
date upon which the Company's right of redemption hereunder
has expired (the earlier of (i) and (ii), as it may be
extended, being herein referred to as the "Distribution
Date"), (x) beneficial interests in the Rights will be
evidenced by the certificates for the Common Shares registered
in the names of the holders of the Common Shares (which
certificates for Common Shares shall be deemed also to be
certificates for beneficial interests in the Rights) and not
by separate certificates, and (y) the Rights and beneficial
interests therein will be transferable only in connection with
the transfer of the underlying Common Shares (including a
transfer to the Company).
2.4 Section 11(a)(ii)(B) is amended by deleting the words
"Continuing Directors" therein and replacing them with the words "Board
of Directors" and by deleting the words "such members of" at each place
they appear therein.
2.5 Section 11(a)(iii) is amended by deleting the words
"Continuing Directors" therein and replacing them with the words "Board
of Directors" at each place they appear therein.
2.6 Section 11(q) is amended by deleting the words "Continuing
Directors" therein and replacing them with the words "Board of
Directors."
2.7 Section 13(e) is amended by deleting the words "Continuing
Directors" therein and replacing them with the words "Board of
Directors."
2.8 Section 20(c) of the Rights Agreement is hereby amended by
adding the following words to the end of such section:
"Anything to the contrary notwithstanding, in no event shall
the Rights Agent be liable for special, punitive, indirect,
consequential or incidental loss or damage of any kind
whatsoever (including but not limited to lost profits), even
if the Rights Agent has been advised of the likelihood of such
loss or damage."
2.7 Section 21 is amended by deleting the words "Continuing
Directors" therein and replacing them with the words "the Board of
Directors."
2.8 The first sentence of Section 23(a) is amended and
restated in its entirety to read as follows:
(a) The Board of Directors of the Company may, at its
option, at any time prior to the earlier of (i) the close of
business on the tenth day following a Stock Acquisition Date
(or, if the Stock Acquisition Date shall have occurred prior
to the Record Date, the close of business on the tenth day
following the Record Date) or such later date as the Board of
Directors may determine by resolution, or (ii) the Final
Expiration Date, redeem all but not less than all the then
outstanding Rights at a redemption price of $.01 per Right, as
such amount may be appropriately adjusted to reflect any stock
split, stock dividend 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 either in Common Shares
(based on the "current market price", as defined in Section
11(d)(i) hereof, of the Common Shares at the time of
redemption) or cash.
2.9 Section 26(a) is amended by deleting the words "(which
lengthening or shortening, following the first occurrence of an event
set forth in clauses (i) and (ii) of the first proviso to Section 23(a)
hereof, shall be effective only if there are Continuing Directors and
shall require the concurrence of a majority of such Continuing
Directors)" in clause (iii) thereof.
2.10 Section 28 is amended by deleting the words "(with, where
specifically provided for herein, the concurrence of the Continuing
Directors)" in the second and third sentences thereof, and by deleting
the words "or the Continuing Directors" in the third sentence thereof.
2.11 Section 30 is amended by deleting the last sentence
thereof.
2.12 The "Form of Rights Certificate" attached as Exhibit B to
the Agreement is amended by deleting the last sentence of the sixth
paragraph thereof.
3. REFERENCE TO AND EFFECT ON THE AGREEMENT.
3.1 Upon the effectiveness of this Amendment, each reference
in the Agreement to "this Agreement," "hereunder," "hereof," and
"herein" shall mean and be a reference to the Agreement as amended
hereby.
3.2 Except as specifically amended above, all of the terms,
conditions and covenants of the Agreement shall remain unaltered and in
full force and effect and shall be binding upon the parties thereto in
all respects and are hereby ratified and confirmed.
4. CHOICE OF LAW. This Amendment shall be construed in accordance with
the internal laws (and not the law of conflicts) of the State of Delaware, but
giving effect to applicable federal laws.
5. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
RAWLINGS SPORTING GOODS COMPANY, INC.
By: /s/ STEPHEN M. O'HARA
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Name: Stephen M. O'Hara
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Title: Chairman/CEO
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CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /S/ JANE A. MARTEN
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Name: Jane A. Marten
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Title: Assistant Vice President
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