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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KELLWOOD COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 36-2472410
- ------------------------------------------- ---------------------------------
(State of incorporation of organization) (IRS Employer Identification No.)
600 Kellwood Parkway, P.O. Box 14374, St. Louis, Missouri 63178
- ------------------------------------------------------------ -------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange of which
to be so registered each class is to be registered
------------------- ------------------------------
Rights to Acquire Series A New York Stock Exchange
Junior Preferred Stock -----------------------------------
- -------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
-------------------------------------------------------
The response to Item 1 is hereby amended to read in its entirety as
follows:
On May 29, 1986, the Board of Directors of Kellwood Company
(the "Company") declared a dividend distribution of one preferred
stock purchase right (the "Rights") on each outstanding share of
common stock, without par value (the "Common Stock"), of the
Company. The distribution was made to stockholders of record on
June 11, 1986 (the "Record Date"). Except as set forth below, each
Right entitles the registered holder thereof to purchase from the
Company a unit consisting of one one-hundredth of a share (a
"Unit") of a newly created series of the Company's Series A Junior
Preferred Stock without par value (the "Preferred Stock"), at a
purchase price of $100 per Unit (the "Purchase Price"), subject to
antidilutive adjustments described below. The description and
terms of the Rights are set forth in a Rights Agreement dated
June 11, 1986, as amended by Amendment to Rights Agreement dated
August 21, 1990, and by Second Amendment to Rights Agreement dated
May 31, 1996 (the "Amended Rights Agreement") between the Company
and Boatmen's Trust Company, formerly Centerre Trust Company of St.
Louis, as Rights Agent (the "Rights Agent").
The Rights are represented by the Common Stock certificates
and are not exercisable or transferable apart from the Common Stock
until the earlier to occur of (i) ten days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person"), has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date")
or (ii) ten days following the commencement of (or announcement of
an intention to make) a tender offer or exchange offer if, upon
consummation thereof, such person or group would be the beneficial
owner of 15% or more of the outstanding shares of Common Stock (the
earlier of such dates being called the "Distribution Date"). Until
the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates upon transfer or new
issuance of Common Stock will contain a notation incorporating the
Rights Agreement by reference. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights
(the "Rights Certificates") will be mailed to holders of record of
the Common Stock as of the close of business on the Distribution
Date. From and after the Distribution Date, the separate Right
Certificates alone will evidence the Rights. The Rights will
expire at the close of business on June 11, 2006 (the "Final
Expiration Date") unless earlier redeemed by the Company as
described below.
In the event that, concurrently with or following the
Distribution Date, an Acquiring Person becomes the beneficial owner
of more than 15% of the then outstanding shares of Common Stock,
each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price, a
number of shares of Common Stock which at the time of such
transaction would have a market value of two times such Purchase
Price. Notwithstanding the foregoing, no Right may be exercised
for Common Stock of the Company
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until the Rights have become non-redeemable, as described below.
In the event that, at any time following the Distribution Date, the
Company is acquired in a merger or other business combination
transaction or 50% or more of its assets or earning power is sold,
each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price, a
number of shares of common stock of the acquiring company which at
the time of such transaction would have a market value of two times
such Purchase Price. Any of the events described in this paragraph
is defined as a "Triggering Event." Following the occurrence of
any of the above-mentioned Triggering Events, any Rights that are
or were beneficially owned by the Acquiring Person will be null and
void.
The Purchase Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time
to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for Preferred Stock or
convertible securities at less than the current market price of the
Preferred Stock, or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment
of at least 1% in such Purchase Price. No fractional Units will be
issued and, in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
On the earlier of (i) the tenth day (subject to extension for
up to an additional ten days) following the Stock Acquisition Date,
or (ii) the Final Expiration Date, the Company may redeem the
Rights in whole, but not in part, at a price of $.05 per Right (the
"Redemption Price"). Immediately upon the action of the Board of
Directors of the Company ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
As long as the Rights are attached to the Common Stock, the
Company will issue one Right with each new share of Common Stock
issued so that all such shares will have attached Rights. After
the Distribution Date but prior to the Expiration Date, Rights
shall only be issued in connection with the issuance of Common
Stock upon the exercise of stock options granted prior to the
Distribution Date or pursuant to other benefits under any employee
plan or arrangement established prior to the Distribution Date.
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The terms of the Rights other than the Purchase Price, the
Redemption Price, and the period during which the Rights are
redeemable may be amended by the Board of Directors of the Company;
provided, however, that the amendment will not adversely affect the
interests of holders of Rights.
The Preferred Stock purchased upon exercise of the Rights will
be non-redeemable. Each share of Preferred Stock will have a
minimum preferential quarterly dividend rate of $20.00 per share,
but will be entitled to an aggregate dividend of 100 times the
dividend declared on the Common Stock. In the event of
liquidation, the holders of the Preferred Stock will receive a
preferred liquidation payment of $100.00 per share, but will be
entitled to receive an aggregate liquidation payment equal to 100
times the payment made per share of Common Stock. Each share of
Preferred Stock will have 100 votes, voting together as one class
with the Common Stock. Finally, in the event of any consolidation,
merger, combination or other transaction in which shares of Common
Stock are exchanged for or changed into other stock or securities,
cash and/or other property, each share of Preferred Stock will be
entitled to receive 100 times the aggregate amount of stock or
securities, cash and/or other property, into which or for which
each share of Common Stock is changed or exchanged. The foregoing
rights of the Preferred Stock are protected against dilution in the
event additional shares of Common Stock are issued. Fractional
shares of Preferred Stock will not be issuable and in lieu thereof
a cash payment will be made to such holders.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to (i) the
Rights Agreement dated June 11, 1986, between the Company and the
Rights Agent, specifying the terms of Rights, which includes the
form of Certificate of Designation, Preferences and Rights of the
Preferred Stock, the form of Right Certificate and the Summary of
Rights to Purchase Preferred Stock as exhibits thereto,
incorporated herein by reference to the Form 8-A as originally
filed, (ii) the Amendment to Rights Agreement dated August 21,
1990, between the Company and the Rights Agent, incorporated herein
by reference to Form 10-Q for the quarter ended October 31, 1990,
and (iii) Second Amendment to Rights Agreement dated May 31, 1996,
between the Company and the Rights Agent, attached hereto as an
exhibit and incorporated herein by reference.
Item 2. Exhibits.
--------
The response to Item 2 is hereby amended to read in its
entirety as follows:
1. Rights Agreement, dated as of June 11, 1986,
between the Company and Centerre Trust Company of St.
Louis, as Rights Agent (including exhibits thereto),
incorporated by reference to Exhibit 1 of Form 8-A filed
June 12, 1986.
2. Amendment to Rights Agreement, dated as of
August 21, 1990, between the Company and Boatmen's Trust
Company, formerly Centerre Trust
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Company of St. Louis, as Rights Agent, incorporated by
reference to Exhibit 4.4 of Form 10-Q for the quarter
ended October 31, 1990.
3. Second Amendment to Rights Agreement, dated as
of May 31, 1996, between the Company and Boatmen's Trust
Company, formerly Centerre Trust Company of St. Louis
(with exhibits thereto).
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
KELLWOOD COMPANY
Date: May 31, 1996 By: /s/ Thomas H. Pollihan
----------------------------------------
Name: Thomas H. Pollihan
Title: Vice President, Secretary and
General Counsel
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Exhibit 3
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SECOND AMENDMENT TO RIGHTS AGREEMENT
------------------------------------
This Second Amendment dated as of May 31, 1996 (this
"Amendment") to the Rights Agreement dated as of June 11, 1996, as
amended on August 21, 1990 (the "Rights Agreement") between
Kellwood Company, a Delaware corporation ("Company") and Boatmen's
Trust Company, formerly Centerre Trust Company of St. Louis, a
trust company organized under the laws of the State of Missouri
(the "Rights Agent").
A. Acting pursuant to Section 26 of the Rights
Agreement, and in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree that the
Rights Agreement shall be and hereby is amended, as
hereinafter set forth.
1. Section 7(a) is amended to read, as follows:
(a) Subject to Section 7(e) hereof, the registered
holder of any Right Certificate may exercise the Rights
evidenced thereby 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, to the Rights Agent
at the principal corporate trust office of the Rights
Agent, together with payment of the Purchase Price for
each share of Preferred Stock as to which the Rights are
exercised at or prior to the earlier of (i) the close of
business on June 11, 2006, subject to extension as
provided in Section 12(c) hereof (the "Final Expiration
Date"), or (ii) the time at which the Rights are redeemed
as provided in Section 23 hereof (such earlier time being
herein referred to as the "Expiration Date").
2. The form of Right Certificate attached as Exhibit B
to the Rights Agreement is hereby replaced in its entirety by
the form of Right Certificate attached as Exhibit A hereto.
3. The Summary of Rights to Purchase Preferred Stock
attached as Exhibit C to the Rights Agreement is hereby
replaced in its entirety by the Summary of Rights to Purchase
Preferred Stock attached as Exhibit B hereto.
B. As promptly as practicable following the date of this
Amendment, the Company shall cause: (i) the Summary of Rights
to Purchase Preferred Stock attached hereto as Exhibit B to be
sent by first-class postage prepaid mail to each holder of
record of Common Stock as of the close of business on the date
hereof, at the address of such holder as shown on the records
of the Company, (ii) the legend on the certificates for the
Common Stock referring to the Rights Agreement to be
supplemented so as to make reference to this Amendment, and
(iii) the form of Rights Certificate to be amended as set
forth on Exhibit A hereto.
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IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed and their respective corporate seals
to be hereto affixed and attested, all as of the date and year
first above written.
Attest: KELLWOOD COMPANY
By: /s/ Thomas H. Pollihan By: /s/ William J. McKenna
------------------------------------ --------------------------------
Name: Thomas H. Pollihan Name: William J. McKenna
---------------------------------- ------------------------------
Title: Vice President, Secretary and Title: Chairman of the Board and
--------------------------------- -----------------------------
General Counsel Chief Executive Officer
--------------------------------- -----------------------------
Attest: BOATMEN'S TRUST COMPANY,
formerly CENTERRE TRUST
COMPANY OF ST. LOUIS
By: /s/ P. C. QuiBelle By: /s/ H. Eugene Bradford
------------------------------------ --------------------------------
Name: P. C. QuiBelle Name: H. Eugene Bradford
---------------------------------- ------------------------------
Title: Assistant Secretary Title: Sr. Vice President
--------------------------------- -----------------------------
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Exhibit A
---------
[Form of Right Certificate]
Certificate No. R- ----- Rights
NOT EXERCISABLE AFTER JUNE 11, 2006 OR EARLIER IF NOTICE OF
REDEMPTION IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT
THE OPTION OF THE COMPANY, AT $.05 PER RIGHT ON THE TERMS SET
FORTH IN THE RIGHTS AGREEMENT, AS AMENDED. UNDER CERTAIN
CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS
(AS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER
OF SUCH RIGHTS MAY BECOME NULL AND VOID.
Right Certificate
KELLWOOD COMPANY
This certifies that ---------------, or registered assigns, is
the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions
of the Rights Agreement dated as of June 11, 1986 as amended by Amendment
to Rights Agreement dated August 21, 1990, and by Second Amendment to
Rights Agreement dated May 31, 1996 (the "Amended Rights Agreement")
between Kellwood Company, a Delaware corporation (the "Company"), and
Boatmen's Trust Company, formerly known as Centerre Trust Company of St.
Louis, a trust company organized under the laws of the State of Missouri
(the "Rights Agent"), to purchase from the Company at any time after the
Distribution Date (as such term is defined in the Rights Agreement) and
prior to 5:00 P.M. (St. Louis time) on June 11, 2006 at the principal
corporate trust office of the Rights Agent, or its successor as Rights
Agent, one one-hundredth of a fully paid, nonassessable share of Series A
Junior Preferred Stock (the "Preferred Stock") of the Company, at a
purchase price of $100 per one one-hundredth of a share (the "Purchase
Price"), upon presentation and surrender of this Right Certificate with the
Form of Election to Purchase duly executed.
The number of Rights evidenced by this Right Certificate (and the
number of shares which may be purchased upon exercise thereof) set forth
above, and the Purchase Price per share set forth above, are the number and
Purchase Price as of June 11, 1986. As provided in the Amended Rights
Agreement, the Purchase Price, the type of security, and the number of
shares of Preferred Stock or common stock which may be purchased upon the
exercise of the Rights evidenced by this Right Certificate are subject to
modification and adjustment upon the happening of certain events.
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This Right Certificate is subject to all of the terms, provisions
and conditions of the Amended Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part
hereof and to which Amended Rights Agreement reference is hereby made for
a full description of the rights, limitations of rights, obligations,
duties and immunities hereunder of the Rights Agent, the Company and the
holders of the Right Certificates. Copies of the Rights Agreement are on
file at the above-mentioned office of the Rights Agent and are also
available upon written request to the Rights Agent.
This Right Certificate, with or without other Right Certificates,
upon surrender at the principal corporate trust office of the Rights Agent,
may be exchanged for another Right Certificate or Right Certificates of
like tenor and date evidencing Rights entitling the holder to purchase a
like aggregate number of shares of Preferred Stock as the Rights evidenced
by the Right Certificate or Right Certificates surrendered shall have
entitled such holder to purchase. If this Right Certificate shall be
exercised in part, the holder shall be entitled to receive upon surrender
hereof another Right Certificate or Right Certificates for the number of
whole Rights not exercised.
Subject to the provisions of the Amended Rights Agreement, the
Rights evidenced by this Certificate may be redeemed by the Company, at its
option, at a redemption price of $.05 per Right.
No fractional shares of Preferred Stock will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions
which are integral multiples of one one-hundredth of a share of Preferred
Stock), but in lieu thereof a cash payment will be made, as provided in the
Rights Agreement.
No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of shares of
Preferred Stock or of any other securities of the Company which may at any
time be issuable on the exercise hereof, nor shall anything contained in
the Amended Rights Agreement or herein be construed to confer upon the
holder hereof, as such, any of the rights of a stockholder of the Company
or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings or other
actions affecting stockholders (except as provided in the Amended Rights
Agreement), or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by this Right Certificate shall have
been exercised as provided in the Amended Rights Agreement.
This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
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WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.
Dated as of ------------
ATTEST: KELLWOOD COMPANY
- --------------------------------------- By:--------------------------------
Secretary Title:-----------------------------
Countersigned:
BOATMEN'S TRUST COMPANY, formerly
known as CENTERRE TRUST COMPANY
OF ST. LOUIS
By:------------------------------------
Authorized Signature
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<PAGE> 6
[Form of Reverse Side of Right Certificate]
FORM OF ASSIGNMENT
------------------
(To be executed by the registered holder if such holders desires
to transfer the Right Certificate.)
FOR VALUE RECEIVED ------------------------------------ hereby sells,
assigns and transfer unto---------------------------------------------
- ----------------------------------------------------------------------
(Please print name and address of transferee)
- ----------------------------------------------------------------------
this Right Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint ----------
as attorney to transfer the within Right Certificate on the books of
the within-named Company, with full power of substitution.
Dated: ------------------, 19--
--------------------------
Signature
Signature Guaranteed:
- ----------------------------------------
NOTICE
------
The signature to the foregoing Assignment must correspond to the
name as written upon the face of this Right Certificate in every
particular, without alteration or enlargement or any change whatsoever.
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FORM OF ELECTION TO PURCHASE
----------------------------
(To be executed if holder desires to exercise Rights represented
by the Right Certificate.)
To: KELLWOOD COMPANY
The undersigned hereby irrevocably elects to exercise ----------
Rights represented by this Right Certificate to purchase the shares of
Preferred Stock issuable upon the exercise of the Rights and requests that
certificates for such shares be issued in the name of:
Please insert social security
or other identifying number ---------------------------------------------
- --------------------------------------------------------------------------
(Please print name and address)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
If such number of Rights shall not be all the Rights evidenced
by this Right Certificate, a new Right Certificate for the balance of such
Rights shall be registered in the name of and delivered to:
Please insert social security
or other identifying number ---------------------------------------------
- --------------------------------------------------------------------------
(Please print name and address)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Dated: ----------------, 19--
---------------------------------------
Signature
Signature Guaranteed:
- -----------------------------
NOTICE
------
The signature to the foregoing Election to Purchase must
correspond to the name as written upon the face of this Right Certificate
in every particular, without alteration or enlargement or any change
whatsoever.
A-5
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EXHIBIT B
---------
AMENDED SUMMARY OF RIGHTS TO PURCHASE
PREFERRED STOCK
On May 29, 1986, the Board of Directors of Kellwood Company
(the "Company") declared a dividend distribution of one preferred
stock purchase right (the "Rights") on each outstanding share of
common stock, without par value (the "Common Stock"), of the
Company. The distribution was made to stockholders of record on
June 11, 1986 (the "Record Date"). Except as set forth below,
each Right entitles the registered holder thereof to purchase
from the Company a unit consisting of one one-hundredth of a
share (a "Unit") of a newly created series of the Company's
Series A Junior Preferred Stock without par value (the "Preferred
Stock"), at a purchase price of $100 per Unit (the "Purchase
Price"), subject to antidilutive adjustments described below.
The description and terms of the Rights are set forth in a Rights
Agreement dated June 11, 1986, as amended by Amendment to Rights
Agreement dated August 21, 1990, and by Second Amendment to
Rights Agreement dated May 31, 1996 (the "Amended Rights
Agreement") between the Company and Boatmen's Trust Company,
formerly Centerre Trust Company of St. Louis, as Rights Agent
(the "Rights Agent").
The Rights are represented by the Common Stock certificates
and are not exercisable or transferable apart from the Common
Stock until the earlier to occur of (i) ten days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person"), has acquired, or
obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding shares of Common Stock (the "Stock
Acquisition Date") or (ii) ten days following the commencement of
(or announcement of an intention to make) a tender offer or
exchange offer if, upon consummation thereof, such person or
group would be the beneficial owner of 15% or more of the
outstanding shares of Common Stock (the earlier of such dates
being called the "Distribution Date"). Until the Distribution
Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates upon transfer or new issuance of Common
Stock will contain a notation incorporating the Rights Agreement
by reference. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights (the "Rights
Certificates") will be mailed to holders of record of the Common
Stock as of the close of business on the Distribution Date. From
and after the Distribution Date, the separate Right Certificates
alone will evidence the Rights. The Rights will expire at the
close of business on June 11, 2006 (the "Final Expiration Date")
unless earlier redeemed by the Company as described below.
In the event that, concurrently with or following the
Distribution Date, an Acquiring Person becomes the beneficial
owner of more than 15% of the then outstanding shares of Common
Stock, each holder of a Right will thereafter have the right to
receive, upon the
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exercise thereof at the then current Purchase Price, a number of
shares of Common Stock which at the time of such transaction would
have a market value of two times such Purchase Price.
Notwithstanding the foregoing, no Right may be exercised for Common
Stock of the Company until the Rights have become non-redeemable,
as described below. In the event that, at any time following the
Distribution Date, the Company is acquired in a merger or other
business combination transaction or 50% or more of its assets or
earning power is sold, each holder of a Right will thereafter have
the right to receive, upon the exercise thereof at the then current
Purchase Price, a number of shares of common stock of the acquiring
company which at the time of such transaction would have a market
value of two times such Purchase Price. Any of the events
described in this paragraph is defined as a "Triggering Event."
Following the occurrence of any of the above-mentioned Triggering
Events, any Rights that are or were beneficially owned by the
Acquiring Person will be null and void.
The Purchase Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of the
Preferred Stock, (ii) upon the grant to holders of the Preferred
Stock of certain rights or warrants to subscribe for Preferred
Stock or convertible securities at less than the current market
price of the Preferred Stock, or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Units will be issued and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on
the last trading day prior to the date of exercise.
On the earlier of (i) the tenth day (subject to extension
for up to an additional ten days) following the Stock Acquisition
Date, or (ii) the Final Expiration Date, the Company may redeem
the Rights in whole, but not in part, at a price of $.05 per
Right (the "Redemption Price"). Immediately upon the action of
the Board of Directors of the Company ordering redemption of the
Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
As long as the Rights are attached to the Common Stock, the
Company will issue one Right with each new share of Common Stock
issued so that all such shares will have attached Rights. After
the Distribution Date but prior to the Expiration Date, Rights
shall only be
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issued in connection with the issuance of Common Stock upon the
exercise of stock options granted prior to the Distribution Date or
pursuant to other benefits under any employee plan or arrangement
established prior to the Distribution Date.
The terms of the Rights other than the Purchase Price, the
Redemption Price, and the period during which the Rights are
redeemable may be amended by the Board of Directors of the
Company; provided, however, that the amendment will not adversely
affect the interests of holders of Rights.
The Preferred Stock purchased upon exercise of the Rights
will be non-redeemable. Each share of Preferred Stock will have
a minimum preferential quarterly dividend rate of $20.00 per
share, but will be entitled to an aggregate dividend of 100 times
the dividend declared on the Common Stock. In the event of
liquidation, the holders of the Preferred Stock will receive a
preferred liquidation payment of $100.00 per share, but will be
entitled to receive an aggregate liquidation payment equal to 100
times the payment made per share of Common Stock. Each share of
Preferred Stock will have 100 votes, voting together as one class
with the Common Stock. Finally, in the event of any
consolidation, merger, combination or other transaction in which
shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or other property, each share of
Preferred Stock will be entitled to receive 100 times the
aggregate amount of stock or securities, cash and/or other
property, into which or for which each share of Common Stock is
changed or exchanged. The foregoing rights of the Preferred
Stock are protected against dilution in the event additional
shares of Common Stock are issued. Fractional shares of
Preferred Stock will not be issuable and in lieu thereof a cash
payment will be made to such holders.
A copy of the Amended Rights Agreement is available free of
charge from the Rights Agent, 510 Locust Street, St. Louis,
Missouri 63101, Attention: Corporate Trust Department. This
summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Amended
Rights Agreement, which is incorporated herein by reference.
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