<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D2(A)
(AMENDMENT NO. _______________)1
RAWLINGS SPORTING GOODS COMPANY, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
754459105
- --------------------------------------------------------------------------------
(CUSIP Number)
Shapiro Capital Management Company, Inc.
Samuel R. Shapiro, President
3060 Peachtree Road, N.W., Suite 1555,
Atlanta, Georgia 30305
PHONE: (404) 842-9600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 23, 1999
- --------------------------------------------------------------------------------
(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 that 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 |X|
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.
(Continued on following pages)
(Page 1 of 9 Pages)
- --------
(1) 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 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).
<PAGE>
CUSIP No. 754459105 13D Page 2 of 9 Pages
---------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SHAPIRO CAPITAL MANAGEMENT COMPANY, INC. -- ID NO. 58-1831070
2. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
SHAPIRO CAPITAL MANAGEMENT COMPANY, INC. IS A GEORGIA CORPORATION
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 1,251,600
OWNED BY EACH REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 1,251,600
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,251,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
14. TYPE OF REPORTING PERSON*
IA
<PAGE>
CUSIP No. 754459105 13D Page 3 of 9 Pages
---------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAMUEL R. SHAPIRO -- S.S. NO. ###-##-####
2. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
SAMUEL R. SHAPIRO IS A UNITED STATES CITIZEN
NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 1,251,600
OWNED BY EACH REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER 0
10. SHARED DISPOSITIVE POWER 1,251,600
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,251,600
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 754459105 13D Page 4 of 9 Pages
---------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE KALEIDOSCOPE FUND, LP -- ID NO. 58-2126127
2. CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
THE KALEIDOSCOPE FUND IS A GEORGIA LIMITED PARTNERSHIP
NUMBER OF 7. SOLE VOTING POWER 72,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY EACH REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER 72,000
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, par value $.01 per
share (the "Shares") of Rawlings Sporting Goods Company, Inc. (the "Issuer").
The Issuer's principal executive office address is located at 1859
Intertech Drive, Fenton, Missouri 63026.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Shapiro Capital Management Company,
Inc. (the "Company"), which is a corporation organized under the laws of the
State of Georgia. The Company is an investment adviser under the Investment
Advisers Act of 1940. One or more of the Company's advisory clients is the legal
owner of the securities covered by this statement. Pursuant to the investment
advisory agreements with its clients, the Company has the authority to direct
the investments of its advisory clients, and consequently to authorize the
disposition of the Issuer's Shares. The Company's executive officers are: Samuel
R. Shapiro (President), Michael McCarthy (Secretary and Director of Operations)
and Louis S. Shapiro (Treasurer and Chief Financial Officer). The executive
officers previously listed are also all of the directors of the Company and are
engaged in their respective occupations as indicated on a full time basis.
The principal business and principal office of the Company is located
at 3060 Peachtree Road, N.W., Atlanta, Georgia 30305.
This Statement is also being filed by Samuel R. Shapiro. Mr. Shapiro is
the president, a director and majority shareholder of the Company in which
capacity he exercises voting and dispositive power over the securities reported
herein by the Company. Mr. Shapiro, therefore, may be deemed to have indirect
beneficial ownership over such securities. Unless otherwise indicated herein,
Mr. Shapiro has no interest in dividends or proceeds from the sale of such
securities, owns no such securities for his own account and disclaims beneficial
ownership of all the securities reported herein by the Company.
Finally, this Statement is also being filed by The Kaleidoscope Fund,
Limited Partnership, a limited partnership organized under the laws of the State
of Georgia (the "Fund"). The Fund is a private investment partnership. The
Fund's principal business and principal office is the same as the Company's.
Neither the Company, the Fund nor Mr. Shapiro (collectively, the
"Reporting Persons") has, during the last five years, been (i) convicted in a
criminal proceeding, or (ii) 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 judgment, decree and 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.
5
<PAGE>
The aggregate number and percentage of the Issuer's securities to which
this Statement relates is 1,251,600 representing 16.1% of the Issuer's
outstanding Shares. The beneficial ownership reported by Samuel R. Shapiro and
Shapiro Capital Management Company, Inc. relates to the same Shares of the
Issuer and include the Shares of the Issuer reported herein as beneficially
owned by the Fund. As of April 9, 1999, neither the Company nor Mr. Shapiro
owned any Shares of the Issuer for its or his own account.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net investment cost is $15,622,690.54 for the 1,251,600 Shares
reported in this Schedule 13D. The consideration for the acquisition of the
Shares was obtained from client accounts of the Company and working capital of
the Fund, respectively. The Company did not purchase any of the Shares with
borrowed funds. The Fund at times uses leverage to purchase securities and in
conjunction therewith maintains a margin account with NationsBanc Montgomery
Securities LLC.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the Shares is for investment, and the
acquisition of the Shares was made in the ordinary course of business. The
reason the Reporting Persons are reporting beneficial ownership of Shares on
this Schedule 13D rather than Schedule 13G is due to certain contractual
obligations they have incurred under a Standstill Agreement described below.
The Issuer adopted a Rights Agreement in 1994 (the "Rights Agreement").
The Rights Agreement contains provisions that could result in material dilution
to any person who is deemed to be an "Acquiring Person" under the Rights
Agreement. An Acquiring Person is defined in the Rights Agreement generally to
mean any person who, together with its Affiliates and Associates (as defined in
Rule 12b-2 under the Securities Exchange Act of 1934, as amended) acquires
beneficial ownership of an amount of Shares equal to or greater than 23.1% of
the Issuer's issued and outstanding Shares.
On April 9, 1999, the Reporting Persons filed a Schedule 13G/A with the
Securities and Exchange Commission (the "Commission"), disclosing that,
collectively, they owned a total of 1,277,400 Shares (16.4% of the outstanding
Shares) (the "Schedule 13G/A"). This percentage ownership alone was not enough
to cause the Reporting Persons to be an Acquiring Person under the Rights
Agreement.
Because the Reporting Persons had reported on Schedule 13G being the
beneficial owners of approximately 16.5% of the outstanding shares of Bull Run
Corporation, the Issuer recently informed the Company that it believed that Bull
Run was an Associate (as defined in the Rights Agreement) of the Company and
that Shares of the Issuer beneficially owned by Bull Run must be aggregated with
Shares of the Issuer beneficially owned by the Company for purposes of the
Rights Agreement. Consequently, according to the Issuer, the Company, together
with Bull Run, became Acquiring Persons under the Right Agreement and were at
risk of being significantly diluted.
6
<PAGE>
Upon being notified by the Issuer that it believed the Company and Bull
Run had become Acquiring Persons, the Company entered into negotiations with the
Issuer to cause the Issuer to amend the Rights Agreement so that the Reporting
Persons and Bull Run would not be deemed to be Acquiring Persons, based on the
acquisition of Shares reported by the Reporting Persons in the Schedule 13G/A
(the "Rights Agreement Amendment"). As a condition to the Issuer agreeing to the
Rights Agreement Amendment, the Issuer required the Reporting Persons to enter
into a Standstill Agreement, dated as of April 23, 1999 (the "Standstill
Agreement"). The Rights Agreement Amendment, which is attached hereto as Exhibit
2, is incorporated herein by reference.
The Standstill Agreement provides, among other things, that the
Reporting Persons: (i) not acquire beneficial ownership of additional Shares of
the Issuer; (ii) sell in the open market, over a period of four (4) months,
305,000 Shares; (iii) vote all Shares of the Issuer they are entitled to vote in
favor of any Control Transaction (as defined in the Standstill Agreement)
recommended by the Issuer's Board of Directors; (iv) sell all of their Shares in
such a Control Transaction, or alternatively, in the open market prior to the
consummation of any such Control Transaction; (v) vote all Shares of the Issuer
they are entitled to vote in favor of the slate of directors nominated by the
Issuer's Board of Directors at the annual meeting of stockholders of the Issuer
to be held in January 2000; and (vi) not take any of a number of actions set
forth in the Standstill Agreement, including effecting or participating in any
tender offers, restructuring, or solicitation of proxies relating to the Issuer.
All provisions of this Standstill Agreement terminate on April 23, 2000. The
Standstill Agreement, which is attached hereto as Exhibit 3, is incorporated
herein by reference.
Except as set forth in this Item 4 and in Item 5, none of the Reporting
Persons has a plan or proposal that relates to or would result in: (i) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (iv) any change in the
present Board of Directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any vacancies on
the Board; (v) any material change in the present capitalization or dividend
policy of the Issuer; (vi) any other material change in the Issuer's business or
corporate structure; (vii) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (viii) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action
similar to those enumerated above.
Each Reporting Person reserves the right to determine in the future
whether to change the purpose or purposes described above or whether to adopt
plans or proposals of the type specified above.
7
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover
page hereto for each of the Company, the Fund and Mr. Shapiro is incorporated
herein by reference. A summary of purchases and sales of Shares that are
reflected in this Schedule 13D and made during its past 60 days is set forth in
Schedule 1 hereto. With respect to the Company and Mr. Shapiro, all such
transactions were effected in accounts of clients of the Company.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as described in Item 4, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Company, the
Fund, or Mr. Shapiro, or between any of them and any other person with respect
to any securities of the Issuer, including but not limited to transfer or voting
of any securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies. See Item 7 of this Schedule 13D
for a list of written agreements filed as exhibits to this Schedule 13D.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
There is filed herewith as Exhibit 1 the Agreement Relative to the
Filing of Schedule 13D. There is filed herewith as Exhibit 2 the Rights
Agreement Amendment. There is filed herewith as Exhibit 3 the Standstill
Agreement. The Rights Agreement is incorporated by reference hereto from Exhibit
4.1 to the Issuer's Form 10-Q for the quarter ended June 30, 1994. The First
Amendment to the Rights Agreement is incorporated hereto by reference from
Exhibit 4.2 to the Issuer's Form 8-K dated November 21, 1997. There is filed
herewith as Exhibit 4 the Second Amendment to the Rights Agreement.
8
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Shapiro Capital Management Company, Inc.
By: /S/ SAMUEL R. SHAPIRO
--------------------------------
Samuel R. Shapiro, President
/S/ SAMUEL R. SHAPIRO
------------------------------------
Samuel R. Shapiro, individually
The Kaleidoscope Fund, Limited Partnership
By: Shapiro Capital Management Company, Inc.
Its: General Partner
By: /S/ SAMUEL R. SHAPIRO
--------------------------------
Samuel R. Shapiro, President
Date: May 3, 1999
9
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
Purchase and Sale Information for Shapiro Capital Management Company, Inc.
Purchases Sales
- ---------------------------------------- -------------------------------------------
Date Data Total Date Data Total
- ---------------------------------------- -------------------------------------------
<S> <C> <C> <C> <C> <C>
02-03-99 Purchased 2,000 02-05-99 Sold 300
- ------------ --------------
Average Price 11.22 Average Price 11.19
- ---------------------------------------- -------------------------------------------
02-04-99 Purchased 2,300 02-08-99 Sold 100
- ------------ --------------
Average Price 11.22 Average Price 10.94
- ---------------------------------------- -------------------------------------------
02-05-99 Purchased 300 02-12-99 Sold 300
- ------------ --------------
Average Price 11.19 Average Price 11.56
- ---------------------------------------- -------------------------------------------
02-09-99 Purchased 5,000 02-24-99 Sold 4,700
- ------------ --------------
Average Price 11.98 Average Price 12.09
- ---------------------------------------- -------------------------------------------
02-10-99 Purchased 500 03-03-99 Sold 200
- ------------ --------------
Average Price 12.00 Average Price 12.25
- ---------------------------------------- -------------------------------------------
03-05-99 Purchased 25,000 03-08-99 Sold 300
- ------------ --------------
Average Price 9.75 Average Price 10.25
- ---------------------------------------- -------------------------------------------
03-09-99 Purchased 63,000 03-09-99 Sold 300
- ------------ --------------
Average Price 9.93 Average Price 10.185
- ---------------------------------------- -------------------------------------------
03-10-99 Purchased 2,800 03-10-99 Sold 200
- ------------ --------------
Average Price 10.12 Average Price 10.06
- ---------------------------------------- -------------------------------------------
03-11-99 Purchased 25,000 03-15-99 Sold 500
- ------------ --------------
Average Price 9.72 Average Price 10
- ---------------------------------------- -------------------------------------------
03-12-99 Purchased 5,000 03-16-99 Sold 1,200
- ------------ --------------
Average Price 9.87 Average Price 9.83
- ---------------------------------------- -------------------------------------------
03-15-99 Purchased 5,000 03-19-99 Sold 500
- ------------ --------------
Average Price 9.87 Average Price 10
- ---------------------------------------- -------------------------------------------
03-17-99 Purchased 2,500 03-23-99 Sold 300
- ------------ --------------
Average Price 10.00 Average Price 9.62
- ---------------------------------------- -------------------------------------------
03-18-99 Purchased 5,000 03-25-99 Sold 1,000
- ------------ --------------
Average Price 10.00 Average Price 9.5
- ---------------------------------------- -------------------------------------------
03-19-99 Purchased 2,000 03-31-99 Sold 1,500
- ------------ --------------
Average Price 10.10 Average Price 9.114
- ---------------------------------------- -------------------------------------------
03-22-99 Purchased 25,000 04-05-99 Sold 300
- ------------ --------------
Average Price 9.91 Average Price 8.62
- ---------------------------------------- -------------------------------------------
03-23-99 Purchased 12,500 04-09-99 Sold 700
- ------------ --------------
Average Price 9.39 Average Price 8.87
- ---------------------------------------- -------------------------------------------
03-25-99 Purchased 10,000 04-13-99 Sold 1,500
- ------------ --------------
Average Price 9.56 Average Price 8.9133333
- ---------------------------------------- -------------------------------------------
03-26-99 Purchased 3,000 04-14-99 Sold 700
- ------------ --------------
Average Price 9.10 Average Price 8.94
- ---------------------------------------- -------------------------------------------
03-29-99 Purchased 6,000 04-22-99 Sold 500
- ------------ --------------
Average Price 9.24 Average Price 9.5
- ---------------------------------------- -------------------------------------------
Total Purchased 201,900 04-26-99 Sold 20,600
- ---------------------------------------- --------------
Total Average Price 10.28 Average Price 9.6814286
- ----------------------------------------
------------------------------------------
Total Sold 35,700
------------------------------------------
Total Average Price 9.8755814
------------------------------------------
</TABLE>
Includes accounts that have since terminated their relationship with Shapiro
Capital Management
<PAGE>
<TABLE>
<CAPTION>
Purchase and Sale Information for Shapiro Capital Management Company,
Inc. on behalf only of The Kaleidoscope Fund, LP
- --------------------------------------
Date Data Average Price
per Share
- --------------------------------------
<S> <C> <C>
4/26/99 10,000 9.68
-------------------------------------
4/27/99 10,000 10.25
-------------------------------------
</TABLE>
EXHIBIT 1
AGREEMENT RELATIVE TO THE
FILING OF SCHEDULE 13D
THIS AGREEMENT, made as of the 28th day of April, 1999, by and among
Shapiro Capital Management Company Inc., a Georgia corporation (an investment
adviser registered under the Section 203 of the Investment Advisers Act of 1940,
as amended) (the "Adviser"), The Kaleidoscope Fund, Limited Partnership, a
Georgia limited partnership (the "Fund"), and Samuel R. Shapiro, president,
director and majority shareholder of the Adviser ("Affiliated Person");
WITNESSETH:
WHEREAS, the Affiliated Person, the Fund, and the Adviser may all be
persons required, pursuant to 17 C.F.R.240.13d-1, to file a statement containing
the information required by Schedule 13D with respect to the following Issuer:
RAWLINGS SPORTING GOODS COMPANY, INC.
CUSIP NO. 754459105; and
WHEREAS, the Adviser is the General Partner of the Fund; and
WHEREAS, the Affiliated Person, the Fund, and the Adviser are each
individually eligible to use Schedule 13D; and
WHEREAS, the Affiliated Person, the Fund, and the Adviser are each
responsible for the timely filing of said Schedule 13D and any amendments
thereto, and for the completion and accuracy of the information concerning each,
but not on the behalf of any other, unless any knows or has reason to know that
the information concerning any other is inaccurate; and
WHEREAS, the Schedule 13D attached hereto identifies all the persons
and contains the required information with regard to the Affiliated Person, the
Fund, and the Adviser so that it may be filed with the appropriate persons,
agencies and exchanges on behalf of each of them; and
WHEREAS, the Affiliated Person, the Fund, and the Adviser desire to
file the Schedule 13D attached hereto on behalf of each of them.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, the parties hereto agree that the Schedule 13D attached hereto
shall be executed by the Adviser as General Partner of the Fund and by the
Affiliated Person, in his individual capacity and as president of the Adviser,
and filed with the appropriate persons, agencies and exchanges, on behalf of all
of them.
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement
Relative to the Filing of Schedule 13D as of the day, month and year first above
written.
/S/ SAMUEL R. SHAPIRO
---------------------------
Samuel R. Shapiro, in his
individual capacity and as
president of Shapiro
Capital Management Company,
Inc.
The Kaleidoscope Fund, Limited Partnership
By: Shapiro Capital Management Company, Inc.
Its: General Partner
By: /S/ SAMUEL R. SHAPIRO
------------------------------
Samuel R. Shapiro, President
EXHIBIT 2
THIRD AMENDMENT TO RIGHTS AGREEMENT
This Third Amendment to Rights Agreement (the "Amendment") is entered
into as of April 23, 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, and April
19, 1999 (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 is amended by adding thereto a new subsection
(s) which shall read as follows:
"Bull Run" shall mean Bull Run Corporation, a Georgia
corporation.
2.2 Section 1 is amended by adding thereto a new subsection
(t) which shall read as follows:
"Shapiro" shall mean Shapiro Capital Management Company, Inc.,
Samuel R. Shapiro and The Kaleidoscope Fund, L.P., individually and
collectively.
2.2 A new Section 34 shall be added to the Rights Agreement
which shall read as follows:
1
<PAGE>
Section 34. EXCEPTION. Notwithstanding any provision
of this Agreement to the contrary, neither a Distribution
Date, Triggering Event nor a Stock Acquisition Date shall be
deemed to have occurred, neither Bull Run nor Shapiro nor any
of their Affiliates or Associates shall be deemed to have
become an Acquiring Person, and no holder of any Rights shall
be entitled to exercise such Rights under, or be entitled to
any rights pursuant to, any of Sections 3(a), 7(a), 11(a) or
13 of this Agreement, as a result of the purchases of Common
Shares disclosed in the Schedule 13G/A, dated April 9, 1999,
filed by Shapiro with the Securities and Exchange Commission,
but only if and for so long as Bull Run has not breached in
any material respect, as determined in good faith by the Board
of Directors of the Company, the terms of its Standstill
Agreement with the Company (as the same may be amended from
time to time). Unless and until the Rights Agent shall have
received written notice to the contrary from the Company, the
Rights Agent shall be fully protected and incur no liability
in always assuming that neither Bull Run nor Shapiro nor any
of their Affiliates or Associates are Acquiring Persons.
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.
6. COUNTERPARTS. This Amendment may be executed in one or more
counterparts each of which when so executed and delivered will be deemed an
original but all of which will constitute one and the same Amendment.
2
<PAGE>
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
------------------------
3
EXHIBIT 3
STANDSTILL AGREEMENT
--------------------
THIS STANDSTILL AGREEMENT (this "Agreement") is made and entered into
as of April 23, 1999 by and between Rawlings Sporting Goods Company, Inc., a
Delaware corporation (the "Company"), Samuel R. Shapiro ("Shapiro"), Shapiro
Capital Management Company, Inc., a Georgia corporation ("Shapiro Capital") and
The Kaleidoscope Fund, L.P. ("Kaleidoscope").
BACKGROUND:
-----------
On April 9, 1999, Shapiro, Shapiro Capital and Kaleidoscope filed a
Form 13G/A with the Securities and Exchange Commission (the "SEC") reflecting
purchases (the "Additional Shapiro Purchases") of additional shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), and
disclosing that Shapiro, Shapiro Capital and Kaleidoscope were the beneficial
owners of a total of 1,277,400 shares of Common Stock, or 16.4% of the
outstanding shares of Common Stock. Based upon information publicly available to
the Company, including reports filed by Bull Run Corporation, a Georgia
corporation ("Bull Run"), Shapiro, Shapiro Capital and Kaleidoscope with the SEC
under the Exchange Act, the Company believes that Bull Run is an Associate (as
defined in the Rights Plan) of Shapiro and that, unless the Company takes action
to amend the Rights Agreement, dated July 1, 1994, between the Company and
ChaseMellon Shareholder Services, L.L.C., as amended (the "Rights Plan"), based
on the number of shares of Common Stock beneficially owned by Bull Run, Shapiro,
Shapiro Capital and Kaleidoscope, collectively, that Shapiro, Shapiro Capital
and Kaleidoscope have or will become Acquiring Persons under the Rights Plan and
that a Stock Acquisition Date (as defined in the Rights Plan) has occurred or
will occur.
The Company, Shapiro Capital, Shapiro and Kaleidoscope desire to enter
into this Standstill Agreement and to amend the Rights Plan to reflect their
mutual agreements and understandings with respect thereto as set forth herein.
AGREEMENT:
----------
IN CONSIDERATION OF the foregoing, the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
ARTICLE 1.
DEFINITIONS AND CONSTRUCTION
Section 1.1. CERTAIN DEFINITIONS. As used in this Agreement, the
following terms shall have the meanings specified below:
"AFFILIATE" shall have the meaning set forth in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act; provided, however, that,
for purposes of this Agreement, Bull Run shall not be deemed an Affiliate of
Shapiro, Shapiro Capital or Kaleidoscope.
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"BENEFICIAL OWNER" (including, with its correlative meanings,
"BENEFICIALLY OWN" and "BENEFICIAL OWNERSHIP"), with respect to any securities,
shall mean any Person which has, or any of whose Affiliates has, directly or
indirectly, "beneficial ownership" of (as determined pursuant to Rule 13d-3 of
the General Rules and Regulations of the Exchange Act as in effect on the date
hereof) such securities.
"CONTROL TRANSACTION" shall mean an agreement by the Company to be a
party to (a) any consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which shares of the
Company's Common Stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders of the
Company's Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger or (b) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
the Common Stock or assets of the Company.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
"GROUP" shall mean any group within the meaning of Section 13(d)(3) of
the Exchange Act as in effect on the date hereof.
Section 1.2. INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT. The
definitions in Section 1.1 shall apply equally to both the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words
"include," "includes" and "including" shall be deemed to be followed by the
phrase "without limitation." All references herein to Articles, Sections and
Schedules shall be deemed to be references to Articles and Sections of, and
Schedules to, this Agreement unless the context shall otherwise require. The
headings of the Articles and Sections are inserted for convenience of reference
only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement. Unless the context shall otherwise require or
provide, any reference to any agreement or other instrument or statute or
regulation is to such agreement, instrument, statute or regulation as amended
and supplemented from time to time (and, in the case of a statute or regulation,
to any successor provision).
ARTICLE 2.
STANDSTILL PROVISIONS AND AGREEMENT TO DIVEST
Section 2.1 ACQUISITION RESTRICTIONS. Shapiro, Shapiro Capital and
Kaleidoscope agree that they will not, directly or indirectly, acquire, offer to
acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of
any additional shares of Common Stock on and following the date of this
Agreement.
Section 2.2 AGREEMENT TO DIVEST. Shapiro, Shapiro Capital and
Kaleidoscope agree that they will sell into the open market, over a period of
(4) four months, at least 305,000 shares of Common Stock.
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Section 2.3 TENDER AND VOTE OBLIGATION. In the event that (i) the Board
of Directors of the Company (or any committee of the Board of Directors of the
Company) shall determine to engage in, and recommends, a Control Transaction,
then Shapiro, Shapiro Capital and Kaleidoscope will vote all of the shares of
Common Stock they are entitled to vote in favor of such Control Transaction and
(b) sell all of their shares of Common Stock in such Control Transaction,
provided that this Section 2.3 will not prohibit Shapiro, Shapiro Capital and
Kaleidoscope from selling shares of Common Stock into the open market prior to
the consummation of any such Control Transaction.
Section 2.4. OTHER STANDSTILL COVENANTS. Except as required or
contemplated by Section 2.3 hereof, Shapiro, Shapiro Capital and Kaleidoscope
agree that they will not, and they will cause each of their respective
Affiliates not to, directly or indirectly, alone or in concert with others, take
any of the actions set forth below:
(a) effect, seek, offer, propose (whether publicly or
otherwise) or cause or participate in, or assist any other Person to
effect, seek, offer or propose (whether publicly or otherwise) or
participate in:
(i) any acquisition of Beneficial Ownership of Common
Stock or other equity interests in the Company which would
result in a breach of Section 2.1 of this Agreement;
(ii) any tender or exchange offer, merger,
consolidation, share exchange or business combination
involving the Company or any material portion of its business
or any purchase of all or any substantial part of the assets
of the Company;
(iii) any recapitalization, restructuring,
liquidation, dissolution or other extraordinary transaction
with respect to the Company or any material portion of its
business; or
(iv) any "solicitation" of "proxies" (as such terms
are used in the proxy rules of the SEC) with respect to the
Company or any action resulting in such Person becoming a
"participant" in any "election contest" (as such terms are
used in the proxy rules of the SEC) with respect to the
Company;
(b) propose any matter for submission to a vote of
stockholders of the Company;
(c) form, join or participate in a Group with respect to the
Common Stock (other than any Group whose members consist solely of
Shapiro, Shapiro Capital, Kaleidoscope and any of their Affiliates);
(d) grant any proxy with respect to the Common Stock to any
Person not designated by the Company;
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(e) deposit any Common Stock in a voting trust or subject any
Common Stock to any arrangement or agreement with respect to the Voting
of such Common Stock or other agreement having similar effect;
(f) execute any written stockholder consent with respect
to the Company;
(g) take any other action to seek to affect the control of the
management or Board of Directors of the Company; or
(h) enter into any discussions, negotiations, arrangements or
understandings with any Person other than the Company, Shapiro, Shapiro
Capital, Kaleidoscope and their respective Affiliates, directors,
officers, employees, agents or advisors with respect to any of the
foregoing, or advise, assist, encourage or seek to persuade others to
take any action with respect to any of the foregoing.
ARTICLE 3.
VOTING PROVISIONS
Section 3.1. VOTING OF THE COMMON STOCK. Shapiro, Shapiro Capital and
Kaleidoscope will vote all of the shares of Common Stock they are entitled to
vote "for" the slate of directors nominated by the Board of Directors of the
Company at the next Annual Meeting of Stockholders of the Company to be held in
January 2000 or at any adjournment or postponement thereof.
ARTICLE 4.
TERM AND TERMINATION
Section 4.1. TERM. The provisions of this Agreement shall terminate on
the date one year from the date hereof.
Section 4.2. TERMINATION BY SHAPIRO, SHAPIRO CAPITAL AND KALEIDOSCOPE.
The provisions of this Agreement shall terminate in the event of a breach by the
Company of any of the terms of this Agreement, if the Company fails to cure such
material breach within fifteen (15) days after its receipt of notice of such
breach from Shapiro, Shapiro Capital and Kaleidoscope.
Section 4.3. TERMINATION BY THE COMPANY AND OPTION TO PURCHASE SHARES.
In the event of a material breach by Shapiro, Shapiro Capital or Kaleidoscope of
any of the terms of this Agreement, if Shapiro, Shapiro Capital or Kaleidoscope
fails to cure such breach within fifteen (15) days after its receipt of notice
of such breach from the Company, the Company, at its option, may within five (5)
days after the lapse of such 15 day period (such five day period referred to
herein as the "Exercise Period") (i) terminate the provisions of this Agreement
by providing notice of termination to Shapiro, Shapiro Capital and Kaleidoscope,
(ii) exercise the option to purchase for cash all of the Common Stock then held
by Shapiro, Shapiro Capital, Kaleidoscope and their respective Affiliates at a
20% discount to the last reported sales price of the Company's Common Stock on
the date (the "Option Date") of the expiration of the fifteen day period
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<PAGE>
described above, or (iii) undertake both (i) and (ii), above. The Company may
exercise the option described in clause (ii) above during the Exercise Period by
providing Shapiro, Shapiro Capital and Kaleidoscope with notice of exercise, at
which time Shapiro, Shapiro Capital and Kaleidoscope shall promptly deliver to
the Company a statement of the number of shares of Common Stock held by them and
their respective Affiliates, and the Company shall deliver payment to Shapiro,
Shapiro Capital and Kaleidoscope against delivery of the certificates for such
shares within ten (10) days after receipt of such statement. The Company's
option set forth in this Section 4.3 shall expire at 5:00 p.m. Central Time on
the last day of the Exercise Period.
ARTICLE 5.
AMENDMENT OF RIGHTS PLAN
Section 5.1. AMENDMENT OF RIGHTS PLAN. Simultaneously with the
execution and delivery of this Agreement, the Company shall enter into an
amendment to the Rights Plan substantially in the form set forth in Exhibit A.
ARTICLE 6.
MISCELLANEOUS PROVISIONS
Section 6.1. EXPENSES. Shapiro, Shapiro Capital and Kaleidoscope shall,
jointly and severally, reimburse the Company for up to $25,000 of all documented
reasonable legal fees and expenses incurred by the Company solely in connection
with the preparation and negotiation of this Agreement and the Amendment of
Standstill Agreement, by and between the Company and Bull Run, and the actions
taken to prevent the Rights (as defined in the Rights Plan) from being triggered
as a result of the Additional Shapiro Purchases, including without limitation
the amendments of the Rights Plan for such purpose, but only to the extent such
fees and expenses exceed $25,000.
Section 6.2. PRESS RELEASES. Unless required by applicable law,
Shapiro, Shapiro Capital and Kaleidoscope will not, and they will cause their
respective Affiliates to not, make any press release, public announcement or
other communication with respect to this Agreement and the effect of the
Additional Shapiro Purchases under the Rights Plan, without the prior written
consent of the Chairman of the Board of the Company, it being understood that
Shapiro, Shapiro Capital and Kaleidoscope may have to file a Statement on
Schedule 13D (a "Schedule 13D") with the SEC with respect to their ownership of
Common Stock and this Agreement, and they agree to provide any draft of such
Schedule 13D to the Company and its counsel for review and comment prior to its
filing.
Section 6.3. NOTICES. All notices and other communications required or
permitted by this Agreement shall be made in writing and shall be deemed
delivered when delivered in person, transmitted by facsimile, or three days
after it has been sent by mail, as follows:
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<PAGE>
The Company: Rawlings Sporting Goods Company, Inc.
1859 Intertech Drive
Fenton, Missouri 63026
Attn: Mr. Stephen O'Hara
Facsimile No.: (314) 349-3598
with a copies to: Stinson, Mag & Fizzell, P.C.
1201 Walnut, Suite 2800
P.O. Box 419251
Kansas City, Missouri 64141-6251
Attn: Craig L. Evans, Esq.
Facsimile No.: (816) 691-3495
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
P.O. Box 636
Wilmington, DE 19899-0636
Attn: Richard L. Easton, Esq.
Facsimile No.: (302) 651-3001
Shapiro, Shapiro Shapiro Capital Management, Inc.
Capital and 3060 Peachtree Road N.W.
Kaleidoscope: Atlanta, GA 30305
Attn: Mr. Samuel R. Shapiro
Facsimile No.: (404) 842-9601
with a copy to: Gardner, Carton & Douglas
Quaker Tower, Suite 3400
321 North Clark Street
Chicago, IL 60610-4795
Attn: Charles R. Manzoni, Jr., Esq.
Facsimile No.: (312) 644-3381
The Parties shall promptly notify each other in the manner provided in this
Section 6.3 of any change in their respective addresses. A notice of change of
address shall not be deemed to have been given until received by the addressee.
Communications by telecopier also shall be sent concurrently by mail, but shall
in any event be effective as stated above.
Section 6.4. ASSIGNMENT. No Party will assign this Agreement or any
rights, interests or obligations hereunder, or delegate performance of any of
its obligations hereunder, without the prior written consent of each other
Party.
Section 6.5. ENTIRE AGREEMENT. This Agreement, including the Exhibits
attached hereto, embodies the entire agreement and understanding of the Parties
in respect of the subject matter contained herein, PROVIDED that this provision
shall not abrogate any other written agreement between the Parties executed
simultaneously with this Agreement. This Agreement supersedes all prior
agreements and understandings between the Parties with respect to such subject
matter.
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Section 6.6. WAIVER, AMENDMENT, ETC. This Agreement may not be amended
or supplemented, and no waivers of or consents to departures from the provisions
hereof shall be effective, unless set forth in a writing signed by, and
delivered to, all the Parties. No failure or delay of any Party in exercising
any power or right under this Agreement will operate as a waiver thereof, nor
will any single or partial exercise of any right or power, or any abandonment or
discontinuance of steps to enforce such right or power, preclude any other or
further exercise thereof or the exercise of any other right or power.
Section 6.7. BINDING AGREEMENT; NO THIRD PARTY BENEFICIARIES. This
Agreement will be binding upon and inure to the benefit of the Parties and their
successors and permitted assigns. Nothing expressed or implied herein is
intended or will be construed to confer upon or to give to any third party any
rights or remedies by virtue hereof.
Section 6.8. GOVERNING LAW. This Agreement shall be governed by the
laws of the State of Delaware, without regard to conflict or choice of laws
principles.
Section 6.9. SEVERABILITY. The invalidity or unenforceability of any
provision hereof in any jurisdiction will not affect the validity or
enforceability of the remainder hereof in that jurisdiction or the validity or
enforceability of this Agreement, including that provision, in any other
jurisdiction. To the extent permitted by applicable law, each Party waives any
provision of applicable law that renders any provision hereof prohibited or
unenforceable in any respect. If any provision of this Agreement is held to be
unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the Parties to the extent possible.
Section 6.10. COUNTERPARTS. This Agreement may be executed in one or
more counterparts each of which when so executed and delivered will be deemed an
original but all of which will constitute one and the same Agreement.
Section 6.11. REMEDIES. In addition to any other remedies which may be
available to the Company (including any remedies which the Company may have at
law or in equity): Shapiro, Shapiro Capital and Kaleidoscope agree that the
Company shall have no obligation to honor transfers of Common Stock to Shapiro,
Shapiro Capital or Kaleidoscope or any of their Affiliates which would cause any
of Shapiro, Shapiro Capital and Kaleidoscope and their Affiliates to
Beneficially Own Common Stock in violation of this Agreement, any such transfers
shall be void and of no effect, and the Company shall be entitled to instruct
any transfer agent or agents to refuse to honor such transfers.
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<PAGE>
IN WITNESS WHEREOF, the Company Shapiro Capital and Kaleidoscope have
caused their respective duly authorized officers to execute this Agreement and
Shapiro has executed this Agreement 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
----------------
SHAPIRO CAPITAL MANAGEMENT, INC.
By: /s/ SAMUEL R. SHAPIRO
---------------------
Name: Samuel R. Shapiro
-----------------
Title: President
-----------------
/s/ SAMUEL R. SHAPIRO
---------------------
Samuel R. Shapiro
THE KALEIDOSCOPE FUND, L.P.
By: /s/ SAMUEL R. SHAPIRO
---------------------
Name: Samuel R. Shapiro
-----------------
Title: President
-----------------
8
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:
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(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:
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(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.
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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
------------------------
4
