SECOND AMENDMENT TO RIGHTS AGREEMENT

 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
                                            ----------------------
                                            Name: Stephen M. O'Hara
                                                  -----------------
                                            Title: Chairman/CEO
                                                   -----------------

                                        CHASEMELLON SHAREHOLDER SERVICES, L.L.C.

                                        By: /S/ JANE A. MARTEN
                                            ------------------
                                            Name: Jane A. Marten
                                                  ------------------------
                                            Title: Assistant Vice President
                                                  ------------------------

 

Basic Info X:

Name: SECOND AMENDMENT TO RIGHTS AGREEMENT
Type: Second Amendment to Rights Agreement
Date: May 3, 1999
Company: SHAPIRO CAPITAL MANAGEMENT CO INC /ADV
State: Georgia

Other info:

Date:

  • April 19 , 1999
  • July 1 , 1994
  • November 21 , 1997

Organization:

  • Rawlings Sporting Goods Company , Inc.
  • ChaseMellon Shareholder Services
  • Board of Directors of the Company
  • The Board of Directors
  • Stock Acquisition Date

Location:

  • Delaware

Money:

  • $ .01

Person:

  • Stephen M. O'Hara
  • Jane A. Marten

Percent:

  • 23.1 %