<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
NATIONAL R.V. HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-0371079
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(State of Incorporation) (I.R.S. Employer Identification No.)
3411 N. Perris Boulevard Perris, California 92571
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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 on which
to be so registered each class is to be registered
Common Stock Purchase Rights NASDAQ
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Securities to be Registered Pursuant to Section 12(g) of the Act:
None
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(Title of Class)
80006<PAGE>
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
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On August 20, 1996, the Board of Directors of National
R.V. Holdings, Inc. (the "Company") declared a dividend
distribution of one right (a "Right") for each outstanding share of
common stock, $.01 par value (the "Common Stock"), of the Company
to the holders of record of Common Stock at the close of business
on, September 4, 1996 (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company one ten-thousandth
of a share of Series B Junior Participating Preferred Stock, $.01
par value (the "Preferred Shares"), at an exercise price of $30.00
per one ten-thousandth of a Preferred Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are
set forth in a Rights Agreement dated as of August 20, 1996 (the
"Rights Agreement"), between the Company and Continental Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common
Stock certificates representing shares then outstanding, and no
separate certificates evidencing Rights (the "Right Certificates")
will be distributed. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of
affiliated or associated persons (other than the Company, any
subsidiary of the Company, or their employee benefit plans, or a
person who acquires his shares in a Sanctioned Tender Offer, as
defined below) (an "Acquiring Person"), acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock and (ii) 10 business days (or
such later date as may be determined by action of the Board of
Directors) following the commencement of (or the announcement of an
intention to make) a tender offer or exchange offer (other than a
Sanctioned Tender Offer) the consummation of which would result in
the beneficial ownership by a person or group of 15% or more of the
outstanding shares of Common Stock, the Rights will be evidenced,
with respect to any of the Common Stock certificates outstanding as
of the Record Date, by such Common Stock certificate. The earlier
of the dates described in clauses (i) and (ii) above is referred to
as the "Distribution Date." A "Sanctioned Tender Offer" is a
tender or exchange offer for all outstanding shares of Common Stock
at a price and on terms which a majority of the Board of Directors
which are not Acquiring Persons or affiliates or associates thereof
determines to be fair and in the best interests of the Company and
its shareholders, other than the person making such offer and his
affiliates and associates.
The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only
with the Common Stock. As long as the Rights are attached to the
Common Stock, the Company will issue one Right with each share of
Common Stock that becomes outstanding so that all outstanding
shares will have attached Rights.<PAGE>
<PAGE>
Until the Distribution Date (or earlier redemption or expiration of
the Rights), (i) Common Stock certificates issued after the Record
Date upon transfer or new issuance of Common Stock will contain a
notation incorporating the Rights Agreement by reference and (ii)
the surrender for transfer of any certificates evidencing Common
Stock will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, Right Certificates
will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date and until all necessary regulatory approvals have been
obtained. The Rights will expire at the earliest of (i) August 19,
2006, (ii) upon consummation of certain approved merger or exchange
transactions as described below, and (iii) upon redemption by the
Company as described below.
In the event that any person becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right
(except as provided below) will thereafter have the right, provided
that all necessary regulatory approvals have been obtained, to
receive upon exercise that number of shares of Common Stock of the
Company having a market value of two times the exercise price of
the Right.
In the event that, at any time following the Distribution
Date, the Company is acquired in a merger or other business
combination transaction, or more than 50% of its assets or earning
power is sold, proper provision shall be made so that each holder
of a Right (except as provided below) will thereafter have the
right to receive, upon the exercise at the then current exercise
price of the Right, that number of shares of common stock of the
acquiring or surviving company having a market value of two times
the exercise price of the Right. The Rights will expire in
connection with a merger or other business combination transaction
following a Sanctioned Tender Offer if shareholders are offered the
same price and form of consideration in the merger or other
business combination transaction as that paid in the Sanctioned
Tender Offer.
Following the occurrence of any of the events described
in the preceding two paragraphs, any Rights that are or (under
certain circumstances specified in the Rights Agreement) were
beneficially owned by any Acquiring Person shall immediately become
null and void.
The Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution.<PAGE>
<PAGE>
No fractional Preferred Shares other than fractions in
multiples of one ten-thousandth of a share will be issued and, in
lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading date prior
to the date of exercise.
At any time prior to the tenth day following the first
public announcement of the existence of an Acquiring Person, the
Company may redeem the Rights in whole, but not in part, at a price
of $.001 per Right (the "Redemption Price"). Subject to certain
conditions, the Company's right of redemption may be reinstated
after the expiration of the ten-day redemption period if each
Acquiring Person reduces its beneficial ownership to 10% or less of
the outstanding shares of Common Stock in a transaction or series
of transactions not involving the Company or any subsidiary of the
Company. Immediately upon the action of the Board of Directors
ordering the redemption of the Rights (or at such time and date
thereafter as the Board of Directors may specify), the right to
exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
At any time after a person becomes an Acquiring Person
and prior to the acquisition by such Acquiring Person of 50% or
more of the outstanding shares of Common Stock, the Company may,
provided that all necessary regulatory approvals have been
obtained, exchange the Rights (other than Rights beneficially owned
by such Acquiring Person which became null and void), in whole or
in part, for Common Stock at the rate of one share per Right,
subject to adjustment.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company including,
without limitation, the right to vote or to receive dividends.
The provisions of the Rights Agreement may be amended in
any manner prior to the Distribution Date. After the Distribution
Date, the provisions of the Rights Agreement may be amended in
order to cure any ambiguity, defect or inconsistency, to make
changes which do not adversely affect the interests of holders of
Rights (excluding the interest of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement;
provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are
not redeemable.
A copy of the Rights Agreement is being filed with the
Securities and Exchange Commission as an exhibit to a Registration
Statement on Form 8-A copy of the Rights Agreement is available
free of charge from the Company. This summary description of the
Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference.<PAGE>
<PAGE>
Item 2. Exhibits.
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1. Rights Agreement, dated as of August 20, 1996, between
National R.V. Holdings, Inc. and Continental Stock Transfer & Trust
Company as Rights Agent which includes: as Exhibit A thereto,
Certificate of Designation of Series B Junior Participating
Preferred Stock; as Exhibit B thereto, the Form of Rights
Certificate; and, as Exhibit C thereto, the Summary of Rights to
Purchase Preferred Stock.
<PAGE>
<PAGE>
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.
NATIONAL R.V. HOLDINGS, INC.
/s/ Stephen M. Davis
----------------------------
By: Stephen M. Davis
Title: Secretary
DATED: August 20, 1996
<PAGE>
<PAGE>
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.
NATIONAL R.V. HOLDINGS, INC.
-----------------------------
By: Stephen M. Davis
Title: Secretary
DATED: August 20, 1996
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Number Description Page
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1. Rights Agreement, dated 8
as of August 20, 1996,
between National R.V.
Holdings, Inc. and
Continental Stock Transfer
& Trust Company as Rights
Agent which includes: as
Exhibit A thereto, Certificate
of Designation of Series B Junior
Participating Preferred Stock; as
Exhibit B thereto, the Form of
Rights Certificate; and, as
Exhibit C thereto, the
Summary of Rights to Purchase
Preferred Stock.
80006<PAGE>
<EX-4>
<PAGE>
RIGHTS AGREEMENT
This Rights Agreement (the "Agreement") dated as of
August 20, 1996, between NATIONAL R.V. HOLDINGS, INC., a Delaware
corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST
COMPANY (the "Rights Agent");
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, upon the terms and subject to the conditions
herein set forth, the Board of Directors of the Company (the "Board
of Directors") has authorized and declared a dividend distribution
of one right (a "Right") for each Common Share (as defined) of the
Company outstanding at the Close of Business (as defined) on
September 4, 1996 (the "Record Date");
WHEREAS each such Right shall represent the right to
purchase one ten-thousandth of a share of Series B Junior
Participating Preferred Stock, $.01 par value, of the Company, and
shall have the preferences, limitations and relative rights set
forth in the Certificate of Amendment attached hereto as Exhibit A;
and
WHEREAS the Board of Directors has further authorized the
issuance of one Right with respect to each Common Share that shall
become outstanding between the Record Date and the earliest of the
Distribution Date, the Redemption Date and the Final Expiration
Date (as such terms are defined in Sections 3 and 7);
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as
follows:
Section 1. Certain Definitions. For purposes of this
Agreement, the following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of 15 percent or more of the Common
Shares of the Company then outstanding; provided, however, that an
Acquiring Person shall not include (i) the Company, any Subsidiary
of the Company, any employee benefit plan ("Plan") of the Company
or of a Subsidiary of the Company or any Person holding Common
Shares for or pursuant to the terms of any such Plan, (ii) any
Person who becomes such a Beneficial Owner as the result of a
Sanctioned Tender Offer, (iii) any Person which, together with its
Affiliates and Associates, shall be the Beneficial Owner of 15
percent or more of the Common Shares of the Company outstanding at
the Close of Business on the Record Date, or (iv) any Person who or
which, together with all Affiliates and Associates of such Person,<PAGE>
<PAGE>
would be an Acquiring Person solely by reason of (A) being the
Beneficial Owner of Common Shares of the Company, the Beneficial
Ownership of which was acquired by such Person pursuant to any
action or transaction or series of related actions or transactions
approved by the Board of Directors (provided that at the time of
such approval of the Board of Directors, a majority of the
directors then in office are Continuing Directors (as such term is
herein defined) and such action or transaction or series of related
actions or transactions are approved by a majority of the
Continuing Directors then in office) before such Person otherwise
became an Acquiring Person or (B) a reduction in the number of
issued and outstanding Common Shares of the Company pursuant to a
transaction or a series of related transactions approved by the
Board of Directors (provided that at the time of such approval of
the Board of Directors, a majority of the directors then in office
are Continuing Directors and such transaction or series of related
transactions are approved by a majority of the Continuing Directors
then in office); provided, further, however, that in the event that
such Person described in the foregoing clause (iv) does not become
an Acquiring Person by reason of subclause (A) or (B) of said
clause (iv), such Person shall nonetheless become an Acquiring
Person in the event such Person thereafter acquires Beneficial
Ownership of an additional 1% of the Common Shares of the Company,
unless the acquisition of such additional Common Shares would not
result in such Person becoming an Acquiring Person by reason of
subclause (A) or (B) of said clause (iv). Notwithstanding the
foregoing, if any Person, or any of its Affiliates and Associates
become the Beneficial Owner of Common Shares such that such Person
would become an Acquiring Person, then if the Board of Directors of
the Company determines in good faith that such Person has become an
Acquiring Person inadvertently, and such Person divests as promptly
as practicable a sufficient number of Common Shares so that such
Person would no longer be an Acquiring Person, then such Person
shall not be deemed an Acquiring Person for any purposes under this
Agreement. For purposes of this subsection (a), in determining the
percentage of the outstanding shares of Common Shares with respect
to which a Person is the Beneficial Owner (A) all shares as to
which such Person is deemed the Beneficial Owner shall be deemed
outstanding and (B) shares which are subject to issuance upon the
exercise or conversion of outstanding conversion rights, rights,
warrants and options other than those referred to in (A) shall not
be deemed outstanding. Any determination made by the Board of
Directors as to whether any Person is or is not an Acquiring Person
shall be conclusive and binding upon all holders of Rights.
(b) "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act.
(c) A Person shall be deemed the "Beneficial Owner"
of and shall be deemed to "beneficially own" any securities:
<PAGE>
<PAGE>
(i) which such Person or any of such Person's
Affiliates or Associates beneficially owns, directly or indirectly,
for purposes of Section 13(d) of the Exchange Act and Regulation
13D-G thereunder (or any comparable or successor law or
regulation), in each case as in effect on the date hereof; or
(ii) which such Person or any of such Person's
Affiliates or Associates has (A) the right to acquire (whether such
right is exercisable immediately or only after the passage of time
or the fulfillment of a condition or both) pursuant to any
agreement, arrangement or understanding (other than customary
arrangements with and between underwriters and selling group
members with respect to a bona fide public offering of securities),
or upon the exercise of conversion rights, exchange rights, rights
(other than the Rights), warrants or options, or otherwise;
provided, however, that a Person shall not be deemed the Beneficial
Owner of, or to beneficially own, securities tendered pursuant to
a tender or exchange offer made by or on behalf of such Person or
any of such Person's Affiliates or Associates until such tendered
securities are accepted for purchase or exchange; or (B) the right
to vote, alone or in concert with others, pursuant to any
agreement, arrangement or understanding, provided, however, that a
Person shall not be deemed the Beneficial Owner of, or to
beneficially own, any security under this clause (B) if the
agreement, arrangement or understanding to vote such security (1)
arises solely from a revocable proxy given to such Person or any of
such Person's Affiliates or Associates in response to a public
proxy solicitation made pursuant to, and in accordance with, the
applicable rules and regulations of the Exchange Act and (2) is not
also then reportable on Schedule 13D under the Exchange Act (or any
comparable or successor report); or
(iii) which are beneficially owned, directly or
indirectly, by any other Person (or any Affiliate or Associate of
such other Person) with which such Person or any of such Person's
Affiliates or Associates has any agreement, arrangement or
understanding (other than customary arrangements with and between
underwriters and selling group members with respect to a bona fide
public offering of securities) for the purpose of acquiring,
holding, voting (other than voting pursuant to a revocable proxy as
described in the proviso to Section 1(c)(ii)(B)) or disposing of
any securities of the Company.
(d) "Business Day" shall mean any day other than a
Saturday, Sunday or a day on which banking institutions in the
state of New York are authorized or obligated by law or executive
order to close.
(e) "Close of Business" on any given date shall
mean 5 p.m., New York time, on such date; provided, however, that
if such date is not a Business Day, it shall mean 5 p.m., New York
time, on the next succeeding Business Day.<PAGE>
<PAGE>
(f) "Common Shares" when used with reference to the
Company (or without express reference to another Person) shall mean
shares of Common Stock, $.01 par value, of the Company or any other
shares of capital stock of the Company into which the Common Shares
are reclassified or changed. "Common Shares" when used with
reference to any Person other than the Company shall mean shares of
the common stock of such Person (or other class of equity
securities or equity interests) having power to control or direct
the management of such Person or, if such Person is a Subsidiary of
another Person, of the Person which ultimately controls such first-
mentioned Person and which has issued and outstanding such common
stock (or such other class of equity securities or equity
interests).
(g) "Continuing Director" shall mean any member of
the Board of Directors of the Company who (i)(A) is not an
Acquiring Person or a Person who is at the time engaged in a tender
or exchange offer that could result in that Person's becoming the
Beneficial Owner of 15% or more of the outstanding Common Shares,
or an Affiliate or an Associate of either of the foregoing, and (B)
who was a member of the Board of Directors of the Company on the
Record Date or (ii)(A) is not an Acquiring Person or a Person who
is at the time engaged in a tender or exchange offer that could
result in that Person's becoming the Beneficial Owner of 15% or
more of the outstanding Common Shares, or an Affiliate or Associate
of either of the foregoing, and (B) was recommended to serve on the
Board of Directors of the Company or approved by a majority of the
Continuing Directors.
(h) "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended, as in effect on the date hereof.
(i) "Person" shall mean any individual, firm,
partnership, corporation, association, group (as such term is used
in Rule 13d-5 under the Exchange Act) or other entity, and shall
include any successor (by merger or otherwise) of such entity.
(j) "Preferred Shares" shall mean shares of Series
B Junior Participating Preferred Stock, $.01 par value, of the
Company.
(k) "Purchase Price" shall mean the price to be
paid for each one ten-thousandth of a Preferred Share pursuant to
the exercise of a Right, which price is, as of the date hereof, as
set forth in Section 7(c). The Purchase Price is subject to
adjustment from time to time as set forth in Sections 11 and 13.
(l) "Sanctioned Tender Offer" shall mean a tender
or exchange offer for all outstanding Common Shares of the Company
at a price and on terms which a majority of the Board of Directors
determines to be fair to the shareholders of the Company (taking
into account all factors that the Board of Directors deems relevant<PAGE>
<PAGE>
including, without limitation, prices that could reasonably be
achieved if the Company or its assets were sold on an orderly basis
designed to realize maximum value) and otherwise in the best
interests of the Company and its shareholders (other than the
Person or any Affiliate or Associate thereof on whose behalf the
offer is being made); provided, however, that (i) such
determination is made by the Board of Directors prior to the
purchase of shares under such tender or exchange offer and (ii) a
majority of the members of the Board of Directors are not Acquiring
Persons or Affiliates, Associates, nominees or representatives of
an Acquiring Person.
(m) "Shares Acquisition Date" shall mean the first
date of public announcement (which for the purposes of this
definition shall include, without limitation, a report filed
pursuant to Section 13(d) under the Exchange Act) by the Company or
an Acquiring Person that an Acquiring Person has become such.
(n) "Subsidiary" shall mean, with reference to any
Person, any corporation or other entity of which an amount of the
voting securities sufficient to elect at least a majority of the
directors of such corporation or the members of the governing body
of such other entity, as the case may be, is beneficially owned,
directly or indirectly, by such Person or otherwise controlled by
such Person.
Section 2. Appointment of Rights Agent. The Company
hereby appoints the Rights Agent to act as agent for the Company
and the holders of the Rights in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time appoint such co-
Rights Agents as it may deem necessary or desirable.
Section 3. Issuance of Right Certificates.
(a) Until the earlier of the Close of Business (i)
on the 10th day (subject to extension by the Board of Directors as
provided below) after the Shares Acquisition Date or (ii) on the
10th Business Day (subject to extension by the Board of Directors
as provided below) after the date of the commencement by any Person
(other than the Company, any Subsidiary of the Company, any Plan of
the Company or of any Subsidiary of the Company, or any entity
holding Common Shares of the Company for or pursuant to the terms
of any such Plan) of, or of the first public announcement of the
intention of any Person (other than the Company, any Subsidiary of
the Company, any Plan of the Company or of any Subsidiary of the
Company, or any entity holding Common Shares of the Company for or
pursuant to the terms of any such Plan) to commence, a tender or
exchange offer (other than a Sanctioned Tender Offer) the
consummation of which would result in any Person becoming the
Beneficial Owner of 15 percent or more of the outstanding Common
Shares of the Company, including any such date which is after the<PAGE>
<PAGE>
date of this Agreement and prior to the issuance of the Rights (the
earlier of such dates described in clauses (i) and (ii) being
herein referred to as the "Distribution Date"), (x) the Rights will
be evidenced by the certificates for Common Shares of the Company
(which certificates shall also be deemed to be Right Certificates)
or, as the case may be, certificates issued subsequent to the
Record Date and bearing the legend set forth in Section 3(c) (and,
in neither case, by separate Right Certificates) and the record
holders of such certificates for Common Shares shall be the record
holders of the Rights represented thereby and (y) the Rights and
the right to receive Right Certificates will be transferable only
simultaneously with and together with the transfer of Common Shares
of the Company. The ten-day periods referred to in clauses (i) and
(ii) of the preceding sentence may be extended by the Board of
Directors, provided that no such extension may be made when a
majority of the directors in office are not Continuing Directors,
and any such extension shall expire immediately when a majority of
the directors in office are not Continuing Directors. Until the
Distribution Date (or the earlier of the Redemption Date or the
Final Expiration Date), the surrender for transfer of such
certificates for Common Shares shall also constitute the surrender
for transfer of the Rights associated with the Common Shares
represented thereby. As soon as practicable after the Distribution
Date, after notification by the Company, the Rights Agent will
send, by first-class, postage prepaid mail, to each record holder
of Common Shares of the Company as of the Close of Business on the
Distribution Date, at the address of such holder shown on the
records of the Company, a Right Certificate, in substantially the
form of Exhibit B hereto, evidencing one Right for each Common
Share so held. As of the Distribution Date, the Rights will be
evidenced solely by such Right Certificates and may be transferred
by the transfer of the Right Certificates as permitted hereby,
separately and apart from any transfer of one or more Common Shares
of the Company, and the holders of such Right Certificates as
listed in the records of the Company or any transfer agent or
registrar for the Rights shall be the record holders thereof.
(b) On the Record Date, or as soon as practicable
thereafter, the Company will send a copy of a Summary of the Rights
in substantially the form attached hereto as Exhibit C (the
"Summary of Rights"), by first-class, postage-prepaid mail, to each
record holder of Common Shares of the Company as of the close of
business on the Record Date, at the address of such holder shown on
the records of the Company.
(c) Rights shall be issued in respect of all Common
Shares of the Company which are issued after the Record Date but
prior to the earliest of the Distribution Date, the Redemption
Date, the Exchange Date or the Final Expiration Date. Certificates
for such Common Shares shall also be deemed to be certificates for
Rights, and shall bear the following legend:<PAGE>
<PAGE>
This certificate also evidences and entitles the holder
hereof to certain Rights as set forth in a Rights Agreement between
National R.V. Holdings, Inc. (the "Company"), and Continental Stock
Transfer & Trust Company, as Rights Agent, dated as of August 20,
1996 (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at
the principal executive offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights
will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Company will mail to the holder
of this certificate a copy of the Rights Agreement without charge
after receipt of a written request therefor. Under certain
circumstances, Rights beneficially owned by an Acquiring Person or
any Affiliate or Associate thereof (as such terms are defined in
the Rights Agreement) and any subsequent holder of such Rights may
become null and void.
(d) Certificates for Common Shares, if any, issued
after the Distribution Date but prior to the earlier of the
Redemption Date or the Final Expiration Date shall bear the
following legend:
This certificate does not evidence any Right issued
pursuant to the terms of a Rights Agreement between National R.V.
Holdings, Inc. and Continental Stock Transfer & Trust Company,
dated as of August 20, 1996.
Section 4. Form of Right Certificates. The Right
Certificates (and the forms of election to purchase, assignment and
certificate to be printed on the reverse thereof), when, as and if
issued, shall be substantially the same as Exhibit B hereto and may
have such marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any applicable law
or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Common Shares
of the Company or the Rights may from time to time be listed, or to
conform to usage. Subject to the provisions of Section 11 and
Section 22, the Right Certificates, whenever issued, which are
issued in respect of Common Shares which were issued and
outstanding as of the Close of Business on the Distribution Date,
shall be dated as of the Close of Business on the Distribution
Date, and on their face shall entitle the holders thereof to
purchase such number of Preferred Shares (including fractional
shares which are integral multiples of one ten-thousandth of a
share) as shall be set forth therein at the price per one ten-
thousandth of a Preferred Share set forth therein, but the amount
and type of securities purchasable upon exercise of each Right and
the Purchase Price shall be subject to adjustment as provided
herein.<PAGE>
<PAGE>
Section 5. Countersignature and Registration.
(a) The Right Certificates shall be executed on
behalf of the Company by its Chairman of the Board, President or
any Vice President, either manually or by facsimile signature, and
have affixed thereto the Company's seal or a facsimile thereof
which shall be attested by the Secretary, or an Assistant
Secretary, of the Company, either manually or by facsimile
signature. The Right Certificates shall be countersigned manually
by the Rights Agent and shall not be valid for any purpose unless
so countersigned. In case any officer of the Company who shall
have signed any of the Right Certificates shall cease to be such
officer of the Company before countersignature by the Rights Agent
and issuance and delivery by the Company, such Right Certificates,
nevertheless, may be countersigned by the Rights Agent, and issued
and delivered by the Company with the same force and effect as
though the person who signed such Right Certificates had not ceased
to be such officer of the Company; and any Right Certificate may be
signed on behalf of the Company by any person who, at the actual
date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at
the date of the execution of this Agreement any such person was not
such an officer.
(b) Following the Distribution Date, the Rights
Agent will keep or cause to be kept, at one of its offices in New
York, New York, books for registration and transfer of the Right
Certificates issued hereunder. Such books shall show the names and
addresses of the respective holders of the Right Certificates, the
number of Rights evidenced on its face by each of the Right
Certificates and the date of each of the Right Certificates.
Section 6. Transfer, Split Up, Combination and Exchange
of Right Certificates, Mutilated, Destroyed, Lost or Stolen Right
Certificates.
(a) Subject to the provisions of Sections 7(f) and
14, at any time after the Close of Business on the Distribution
Date, and at or prior to the Close of Business on earlier of the
Redemption Date or the Final Expiration Date, any Right Certificate
or Right Certificates may be transferred, split up, combined or
exchanged for another Right Certificate or Right Certificates,
entitling the registered holder to purchase a like number of
Preferred Shares as the Right Certificate or Right Certificates
surrendered then entitled such holder to purchase. Any registered
holder desiring to transfer, split up, combine or exchange any
Right Certificate shall make such request in writing delivered to
the Rights Agent, and shall surrender the Right Certificate or
Right Certificates to be transferred, split up, combined or
exchanged at the office of the Rights Agent with the form of
assignment on the reverse side thereof (or with a written
instrument of transfer in form satisfactory to the Company and the<PAGE>
<PAGE>
Rights Agent enclosed with such Right Certificate), executed by the
registered holder thereof or his attorney authorized in writing,
and with such signature guaranteed. Neither the Rights Agent nor
the Company shall be obligated to take any action whatsoever with
respect to the transfer of any such surrendered Right Certificate
until the certificate set forth following the form of assignment on
the reverse side of such Right Certificate shall have been
completed and executed by the registered holder thereof or his
attorney authorized in writing, and the Company shall have been
provided such additional evidence of the identity of the Beneficial
Owner (or former Beneficial Owner) of the Rights represented by
such Right Certificate or the Affiliates or Associates of such
Beneficial Owner (or former Beneficial Owner) as the Company shall
reasonably request. Upon receipt of such executed form of
assignment and certificate and of such additional evidence, if
requested, the Rights Agent shall countersign and deliver to the
person entitled thereto a Right Certificate or Right Certificates,
as the case may be, as so requested. The Company may require
payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer, split up,
combination or exchange of Right Certificates.
(b) Upon receipt by the Company and the Rights
Agent of evidence reasonably satisfactory to them of the loss,
theft, destruction or mutilation of a Right Certificate, and, in
case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to them, and, at the Company's request,
reimbursement to the Company and the Rights Agent of all reasonable
expenses incidental thereto, and upon surrender to the Rights Agent
and cancellation of the Right Certificate if mutilated, the Company
shall issue and deliver a new Right Certificate of like tenor to
the Rights Agent for delivery to the registered owner in lieu of
the Right Certificate so lost, stolen, destroyed or mutilated.
Section 7. Exercise of Rights: Purchase Price:
Expiration Date of Rights.
(a) Until the Distribution Date, no Right may be
exercised.
(b) Subject to Section 9(c), the registered holder
of any Right Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein) 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 and certificate thereon duly executed (with signatures
duly guaranteed), to the Rights Agent at the office or agency of
the Rights Agent designated for such purpose, together with payment
of the Purchase Price with respect to each Right exercised, at or
prior to the earliest of (i) the Close of Business on August 19,
2006 (the "Final Expiration Date"), (ii) the consummation of a
transaction contemplated by Section 13(e), (iii) the time at which<PAGE>
<PAGE>
such Rights are exchanged (the "Exchange Date") as provided in
Section 24, or (iv) the time at which the Rights are redeemed (the
"Redemption Date") as provided in Section 23.
(c) The Purchase Price for each one ten-thousandth
of a Preferred Share pursuant to the exercise of a Right shall
initially be $30.00, and shall be payable in lawful money of the
United States of America in accordance with Section 7(d). The
Purchase Price and the number of Preferred Shares to be acquired
upon exercise of a Right shall be subject to adjustment from time
to time as provided in Sections 11 and 13.
(d) Upon receipt of a Right Certificate
representing exercisable Rights, with the form of election to
purchase and form of certificate thereon duly executed, accompanied
by payment of the Purchase Price for the shares to be purchased and
an amount equal to any applicable transfer tax required to be paid
by the holder of such Right Certificate in accordance with Section
9 in cash, or by bank certified check or bank draft payable to the
order of the Company, and such additional evidence of the identity
of the Beneficial Owner (or former Beneficial Owner) of the Rights
represented by such Right Certificate or the Affiliates or
Associates thereof as the Company may reasonably request, the
Rights Agent shall thereupon promptly (i) requisition from any
transfer agent of the Preferred Shares certificates for the number
of Preferred Shares to be purchased and the Company hereby
irrevocably authorizes its transfer agent to comply with all such
requests, and/or, as provided in Section 14, requisition from the
depositary agent depositary receipts representing such number of
one ten-thousandths of a Preferred Share as are to be purchased (in
which case certificates for the Preferred Shares represented by
such receipts shall be deposited by the transfer agent with the
depositary agent) and the Company will direct the depositary agent
to comply with such request, (ii) when appropriate, requisition
from the Company the amount of cash to be paid in lieu of issuance
of fractional shares in accordance with Section 14, (iii) promptly
after receipt of such certificates or depositary receipts, cause
the same to be delivered to or upon the order of the registered
holder of such Right Certificate, registered in such name or names
as may be designated by such holder and (iv) when appropriate,
after receipt, promptly deliver such cash to or upon the order of
the registered holder of such Right Certificate. Notwithstanding
the foregoing provisions of this Section 7(d), the Company may
suspend the issuance of Preferred Shares upon exercise of Rights
for a reasonable period, not in excess of 90 days, during which the
Company seeks to register under the Securities Act of 1933, as
amended, and any applicable securities law of any jurisdiction, the
Preferred Shares to be issued pursuant to the Rights; provided,
however, that nothing contained in this Section 7(d) shall relieve
the Company of its obligations under Section 9(d).
<PAGE>
<PAGE>
(e) In case the registered holder of any Right
Certificate shall exercise less than all the Rights evidenced
thereby, a new Right Certificate evidencing Rights equivalent to
the Rights remaining unexercised shall be issued by the Rights
Agent to the registered holder of such Right Certificate or to his
duly authorized assigns, subject to the provisions of Section 14.
(f) Notwithstanding anything in this Agreement to
the contrary, upon the occurrence of any of the events described in
Sections 11(a)(ii) and 13(a), any Rights beneficially owned by (i)
an Acquiring Person or any Affiliate or Associate of an Acquiring
Person, (ii) a transferee of an Acquiring Person or of any
Affiliate or Associate of such Acquiring Person who becomes a
transferee after the Acquiring Person becomes such (other than a
transferee in a transaction described in Section 23(b)) or (iii) a
transferee who acquired such Rights from an Acquiring Person or an
Affiliate or Associate of an Acquiring Person prior to or
concurrently with the Acquiring Person becoming such in a
transaction which the Board of Directors has determined to be part
of an arrangement which has as a primary purpose or effect the
avoidance of this Section 7(f), shall become null and void, and any
holder of such Rights (whether or not such holder is an Acquiring
Person or an Affiliate or Associate of an Acquiring Person) shall
thereafter have no right to exercise such Rights under any
provision of this Agreement or otherwise. Any Right Certificate
issued pursuant to Section 3 that represents Rights beneficially
owned by an Acquiring Person or any Affiliate or Associate thereof
and any Right Certificate issued at any time upon the transfer of
any Rights to an Acquiring Person or any Affiliate or Associate
thereof or to any nominee of such Acquiring Person, Affiliate or
Associate, and any Right Certificate issued pursuant to Sections 6
or 11 upon transfer, exchange, replacement or adjustment of any
other Right Certificate referred to in this sentence, shall or
shall be deemed to contain the following legend:
The Rights represented by this Right Certificate are or
were beneficially owned by a Person who was or became an Acquiring
Person or Affiliate or Associate of an Acquiring Person (as such
terms are defined in the Rights Agreement). This Right Certificate
and the Rights represented hereby may become void in the
circumstances specified in the Rights Agreement.
The Company shall use reasonable efforts to ensure that the
provisions of this Section 7(f) are complied with, but shall have
no liability to any holder of Rights or any other Person as a
result of its failure to make any determination under this Section
7(f) with respect to an Acquiring Person or its Affiliates,
Associates or transferees.
Section 8. Cancellation and Destruction of Right
Certificates. All Right Certificates surrendered for the purpose
of exercise, transfer, split up, combination or exchange shall, if
surrendered to the Company or to any of its agents, be delivered to<PAGE>
<PAGE>
the Rights Agent for cancellation or in canceled form, or, if
surrendered to the Rights Agent, shall be canceled by it, and no
Right Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement.
The Company shall deliver to the Rights Agent for cancellation and
retirement, and the Rights Agent shall so cancel and retire, any
other Right Certificate purchased or acquired by the Company
otherwise than upon the exercise thereof. The Rights Agent shall
deliver all canceled Right Certificates to the Company, or shall,
at the written request of the Company, destroy such canceled Right
Certificates, and in such case shall deliver a certificate of
destruction thereof to the Company.
Section 9. Reservation and Availability of Capital
Shares: Regulatory Approvals.
(a) The Company covenants and agrees that it will
cause to be reserved and kept available out of its authorized and
unissued Preferred Shares (and, will use its best efforts,
following the occurrence of a Section 11(a)(ii) event, to cause to
be reserved and kept available out of its authorized and unissued
Common Shares and/or other securities), the number of Preferred
Shares (and, following the occurrence of a Section 11 (a)(ii)
event, the number of Common Shares and/or other securities) as will
from time to time be sufficient to permit the exercise in full of
all outstanding Rights.
(b) The Company shall use every reasonable effort
to obtain, as soon as practicable following the Shares Acquisition
Date (to the extent not theretofore obtained), such regulatory
approvals and take such other action as may be necessary for it to
issue and/or sell securities issuable upon the exercise of the
Rights.
(c) Notwithstanding any provision of this Agreement
to the contrary, the Rights shall not be exercisable pursuant to
Section 7 or pursuant to the provisions contemplated by Section
11(a)(ii) hereof (a) unless and until any regulatory approvals
required for the issuance and/or sale of securities upon such
exercise have been obtained, (b) in any jurisdiction if the
requisite qualification in such jurisdiction shall not have been
obtained, or (c) if the exercise thereof, or the issuance and/or
sale of the securities issuable upon such exercise, shall not be
permitted under any applicable law or administrative or judicial
regulation or order.
(d) The Company covenants and agrees that it will
take all such action as may be necessary to ensure that all
Preferred Shares (and, following the occurrence of a
Section 11(a)(ii) event, Common Shares and/or other securities)
delivered upon exercise of Rights shall, at the time of delivery of
the certificates for such shares or other securities (subject to<PAGE>
<PAGE>
payment of the Purchase Price), be duly and validly authorized and
issued and fully paid and nonassessable.
(e) The Company further covenants and agrees that
it will pay when due and payable any and all federal and state
transfer taxes and charges which may be payable in respect of the
issuance or delivery of the Right Certificates or of any Preferred
Shares (or Common Shares and/or other securities as the case may
be) upon the exercise of Rights. The Company shall not however, be
required to pay any transfer tax which may be payable in respect of
any transfer or delivery of Right Certificates to a Person other
than, or the issuance or delivery of certificates for the Preferred
Shares (or Common Shares and/or other securities, as the case may
be) in a name other than that of, the registered holder of the
Right Certificate evidencing Rights surrendered for exercise or to
issue or deliver any certificates for Preferred Shares (or Common
Shares and/or other securities, as the case may be) upon the
exercise of any Rights until any such tax shall have been paid (any
such tax being payable by the holder of such Right Certificate at
the time of surrender) or until it has been established to the
Company's satisfaction that no such tax is due.
Section 10. Preferred Shares Record Date. Each Person
in whose name any certificate for Preferred Shares (or Common
Shares and/or other securities, as the case may be) is issued upon
the exercise of Rights shall for all purposes be deemed to have
become the holder of record of the Preferred Shares (or Common
Shares and/or other securities, as the case may be) represented
thereby on, and such certificate shall be dated, the date upon
which the Right Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price (and any applicable
transfer taxes) was made; provided, however, that if the date of
such surrender and payment is a date upon which the transfer books
for the Preferred Shares (or Common Shares and/or other securities,
as the case may be) are closed, such Person shall be deemed to have
become the record holder of such shares on, and such certificate
shall be dated, the next succeeding Business Day on which such
transfer books are open.
Section 11. Adjustment of Purchase Price. Number of
Shares or Number of Rights. The Purchase Price, the number and
kind of shares which may be purchased upon exercise of a Right and
the number of Rights outstanding are subject to adjustment from
time to time as provided in this Section 11.
(a) (i) In the event the Company shall at any time
after the date of this Agreement and prior to the Close of Business
on the Final Expiration Date (A) declare or pay any dividend on the
Preferred Shares payable in Preferred Shares, (B) subdivide the
outstanding Preferred Shares, (C) combine the outstanding Preferred
Shares into a smaller number of Preferred Shares or (D) issue any
shares of its capital stock in a reclassification of the Preferred<PAGE>
<PAGE>
Shares (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or
surviving corporation), then and in each such event, the Purchase
Price in effect at the time of the record date for such dividend or
on the effective date of such subdivision, combination or
reclassification, and the number and kind of Preferred Shares or
capital stock, as the case may be, issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised
after such time shall be entitled to receive the aggregate number
and kind of Preferred Shares or capital stock as the case may be,
which, if such Right had been exercised immediately prior to such
date and at a time when the Right was exercisable and the transfer
books of the Company were open, he would have owned upon such
exercise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification. If an event occurs
which would require an adjustment under both this Section 11(a)(i)
and Section 11(a)(ii), the adjustment provided for in this Section
11(a)(i) shall be in addition to, and shall be made prior to, any
adjustment required pursuant to Section 11(a)(ii).
(ii) Subject to Section 24, in the event that
any Person (other than a Person excluded from the definition of
Acquiring Person in Section 1(a)), alone or together with its
Affiliates and Associates, shall become an Acquiring Person (except
in a transaction to which the provisions of Section 13(a) apply),
then, upon the occurrence of such event (a "Section 11(a)(ii)
event"), proper provision shall be made so that each holder of a
Right, except as provided in Section 7(f), shall thereafter have a
right to receive for each Right, upon exercise thereof in
accordance with the terms of this Agreement and payment of the
then-current Purchase Price, in lieu of one ten-thousandth of a
Preferred Share, such number of Common Shares of the Company as
shall equal the result obtained by multiplying the then-current
Purchase Price by the then number of one ten-thousandths of a
Preferred Share for which a Right was exercisable immediately prior
to the first occurrence of a Section 11(a)(ii) event, and dividing
that product by 50 percent of the current per share market price
(determined pursuant to Section 11(d)) for Common Shares of the
Company on the date of such first occurrence (such number of shares
being hereinafter referred to as the "Adjustment Shares"), provided
that such provision shall not be effective until such time as the
Rights are no longer subject to redemption pursuant to Section
23(a).
(iii) In lieu of issuing Common Shares in
accordance with Section 11(a)(ii), the Company may, if the Board of
Directors determines that such action is necessary or appropriate
and not contrary to the interest of holders of Rights, and, in the
event that the number of Common Shares which are authorized by the
Company's Certificate of Incorporation but not outstanding or
reserved for issuance for purposes other than upon exercise of the
Rights is not sufficient to permit the exercise in full of the<PAGE>
<PAGE>
Rights in accordance with Section 11(a)(ii), the Company shall,
with respect to each Right, make adequate provision to substitute
for all or a portion of the Adjustment Shares upon payment of the
applicable Purchase Price (A) cash, (B) other equity securities of
the Company (including, without limitation, shares of preferred
stock or units of preferred stock having the same value as Common
Shares (such shares or units of preferred stock, "common stock
equivalents")), (C) debt securities of the Company, (D) other
assets or (E) any combination of the foregoing, having an aggregate
value equal to the Adjustment Shares for which substitution is
made. To the extent that the Company determines that some action
is to be taken pursuant to this Section 11(a)(iii), the Company
shall provide, subject to Section 7(f), that such action shall
apply uniformly to all outstanding Rights.
(b) In the event that the Company shall at any time
after the Close of Business on the Record Date and prior to the
Close of Business on the earlier of the Redemption Date or the
Final Expiration Date fix a record date prior to the Redemption
Date or Final Expiration Date for the issuance of rights, options
or warrants to all holders of Preferred Shares entitling them (for
a period expiring within 45 calendar days after such record date)
to subscribe for or purchase Preferred Shares (or shares having the
same rights, privileges and preferences as the Preferred Shares
("equivalent preferred shares")) or securities convertible into
Preferred Shares or equivalent preferred shares, at a price per
Preferred Share or per share of equivalent preferred share (or
having an effective price per share on a converted basis in the
case of a security convertible into Preferred Shares or equivalent
preferred shares) less than the current per share market price of
the Preferred Shares (as determined in accordance with Section
11(d)) on such record date, then the Purchase Price to be in effect
after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by
a fraction, the numerator of which shall be the number of Preferred
Shares outstanding on such record date plus the number of Preferred
Shares which the aggregate offering price of the total number of
Preferred Shares and/or equivalent preferred shares so to be
offered (and/or the aggregate price of the convertible securities
so to be offered) would purchase at such current market price, and
the denominator of which shall be the number of Preferred Shares
outstanding on such record date plus the number of additional
Preferred Shares and/or equivalent preferred shares to be offered
for subscription or purchase (or into which the convertible
securities so to be offered are initially convertible). In case
such subscription price may be paid by delivery of consideration
part or all of which may be in a form other than cash, the value of
such consideration shall be as determined in good faith by the
Board of Directors, whose determination shall be set forth in a
statement filed with the Rights Agent and shall be binding on the
Rights Agent and the holders of the Rights. Preferred Shares owned
by or held for the account of the Company shall not be deemed<PAGE>
<PAGE>
outstanding for the purpose of any such computation. Such
adjustment shall be made successively whenever such a record date
is fixed; and in the event that such rights, options or warrants
are not so issued, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date
had not been fixed.
(c) In the event that the Company shall at any time
after the Close of Business on the Record Date and prior to the
Close of Business on the earlier of the Redemption Date or the
Final Expiration Date fix a record date for the making of a
distribution to all holders of the Preferred Shares (including any
such distribution made in connection with a consolidation or merger
in which the Company is the continuing corporation) of evidences of
indebtedness or assets (other than a regular quarterly cash
dividend or a dividend payable in Preferred Shares) or subscription
rights or warrants (excluding those referred to in Section 11(b)),
the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction the numerator of which
shall be the current per share market price per one Preferred Share
(as determined in accordance with Section 11(d)) on such record
date, less the fair market value of the portion of the assets or
evidences of indebtedness so to be distributed or of such
subscription rights or warrants applicable to one Preferred Share,
and the denominator of which shall be such current per share market
price per one Preferred Share. Such adjustments shall be made
successively whenever such a record date is fixed; and in the event
that such distribution is not so made, the Purchase Price shall
again be adjusted to be the Purchase Price which would then be in
effect if such record date had not been fixed.
(d) (i) For the purpose of any computation
hereunder, other than computations made pursuant to Section
11(a)(iii), the "current per share market price" of the Common
Shares on any date shall be deemed to be the average of the daily
closing prices per Common Share on each of the 20 consecutive
Trading Days (as such term is hereinafter defined) through and
including the Trading Day immediately preceding such date;
provided, however, that in the event the current per share market
price of the Common Shares is determined during a period following
the announcement by the issuer of such Common Shares of (A) a
dividend or distribution on such Common Shares payable in such
Common Shares or securities convertible into such Common Shares or
(B) any subdivision, combination or reclassification of such Common
Shares, and prior to the expiration of 20 Trading Days after the
ex-dividend date for such dividend, distribution, subdivision,
combination or reclassification, then, and in each such case, the
current market price shall be appropriately adjusted to take into
account such event. The closing price for each day shall be the
last sale price, regular way, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices,<PAGE>
<PAGE>
regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock
Exchange, Inc., or, if the Common Shares are not listed or admitted
to trading on the New York Stock Exchange, Inc., as reported in the
principal consolidated transaction reporting system with respect to
securities listed on the principal exchange on which the Common
Shares are listed or admitted to trading or, if the Common Shares
are not listed or admitted to trading on any national securities
exchange, the last sale price reported by the National Market
System of the National Association of Securities Dealers, Inc.
Automated Quotations ("NASDAQ") System or such other system then in
use, or, if no last sale price is reported by any such system, the
average of the representative closing bid and asked prices as
quoted on the NASDAQ System or such other system then in use, or,
if on any such date the Common Shares are not quoted by any such
organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the
Common Shares selected by the Board of Directors. The term
"Trading Day" shall mean a day on which the principal national
securities exchange on which the Common Shares are listed or
admitted to trading is open for the transaction of business or if
the Common Shares are not listed or admitted to trading on any
national securities exchange, a day on which the NASDAQ System or
such other system is open.
(ii) For the purpose of any computation
hereunder, the "current per share market price" of the Preferred
Shares shall be determined in the same manner as set forth above
for Common Shares in clause (i) of this Section 11(d). If the
current per share market price of the Preferred Shares cannot be
determined in the manner provided above, "the current per share
market price" of the Preferred Shares shall be conclusively deemed
to be the current per share market price of the Common Shares
(appropriately adjusted to reflect any stock split, stock dividend,
subdivision, combination, reclassification or similar transaction
occurring after the date hereof) multiplied by ten thousand.
If neither the Common Shares nor the Preferred Shares are
publicly held or so listed or traded, "current per share market
price" shall mean the fair value per share as determined in good
faith by the Board of Directors based upon such appraisals or
valuation reports of such independent experts as the Board of
Directors shall in good faith determine appropriate. Any such
determination of "current per share market price" shall be
described in a statement filed with the Rights Agent.
(e) No adjustment in the Purchase Price shall be
required unless such adjustment would require an increase or
decrease of at least 1 percent in the Purchase Price; provided,
however, that any adjustments which by reason of this Section 11(e)
are not required to be made shall be carried forward and taken into<PAGE>
<PAGE>
account in any subsequent adjustment. All calculations under this
Section 11 shall be made to the nearest cent or to the nearest ten-
thousandth of a Common Share or other share or one-millionth of a
Preferred Share as the case may be.
(f) If, as a result of an adjustment made pursuant
to Section 11(a) or Section 13(a), the holder of any Right
thereafter exercised shall become entitled to receive any shares of
capital stock other than Preferred Shares, the number of such other
shares so receivable upon exercise of any Right shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the
Preferred Shares contained in this Section 11 and the provisions of
Sections 7, 9, 10, 13 and 14 with respect to the Preferred Shares
shall apply on like terms to any such other shares.
(g) All Rights originally issued by the Company
subsequent to any adjustment made to the Purchase Price hereunder
shall evidence the right to purchase, at the adjusted Purchase
Price, the number of one ten-thousandths of a Preferred Share
purchasable from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.
(h) Unless the Company shall have exercised its
election as provided in Section 11(i) below, upon each adjustment
of the Purchase Price as a result of the calculations made in
Sections 11(b) and (c), each Right outstanding immediately prior to
the making of such adjustment shall thereafter evidence the right
to purchase, at the adjusted Purchase Price, that number of one
ten-thousandths of a Preferred Share (calculated to the nearest one
one-millionth of a Preferred Share) obtained by (i) multiplying (x)
the number of one ten-thousandths of a Preferred Share covered by
a Right immediately prior to such adjustment by (y) the Purchase
Price in effect immediately prior to such adjustment of the
Purchase Price and (ii) dividing the product so obtained by the
Purchase Price in effect immediately after such adjustment of the
Purchase Price.
(i) The Company may elect, on or after the date of
any adjustment of the Purchase Price, to adjust the number of
Rights instead of making any adjustment in the number of Preferred
Shares purchasable upon the exercise of a Right. Each of the
Rights outstanding after such adjustment of the number of Rights
shall be exercisable for the number of one ten-thousandths of a
Preferred Share for which a Right was exercisable immediately prior
to such adjustment. Each Right held of record prior to such
adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest one millionth) obtained by
dividing the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price by the Purchase Price in effect
immediately after such adjustment of the Purchase Price. The
Company shall make a public announcement of its election to adjust<PAGE>
<PAGE>
the number of Rights, indicating the record date for the
adjustment, and, if known at the time, the amount of the adjustment
to be made. This record date may be the date on which the Purchase
Price is adjusted or any day thereafter, but, if the Right
Certificates have been issued, shall be at least ten days after the
date of the public announcement. If Right Certificates have been
issued, upon each adjustment of the number of Rights pursuant to
this Section 11(i), the Company shall, as promptly as practicable,
cause to be distributed to holders of record of Right Certificates
on such record date Right Certificates evidencing, subject to
Section 14, the additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the
Company, shall cause to be distributed to such holders of record in
substitution and replacement for the Right Certificates held by
such holders prior to the date of adjustment, and upon surrender
thereof, if required by the Company, new Right Certificates
evidencing all the Rights to which such holders shall be entitled
after such adjustment. Right Certificates so to be distributed
shall be issued, executed and countersigned in the manner provided
for herein (and may bear, at the option of the Company, the
adjusted Purchase Price) and shall be registered in the names of
the holders of record of Right Certificates on the record date
specified in the public announcement.
(j) Irrespective of any adjustment or change in the
Purchase Price or the number of one ten-thousandths of a Preferred
Share issuable upon the exercise of the Rights, as applicable, the
Right Certificates theretofore and thereafter issued may continue
to express the Purchase Price per one ten-thousandth of a Preferred
Share and the number of shares which were expressed in the initial
Right Certificates issued hereunder.
(k) Before taking any action that would cause an
adjustment reducing the Purchase Price below one ten-thousandth of
the then par value, if any, of the Preferred Shares issuable upon
exercise of the Rights, the Company shall take any corporate action
which may, in the advice or opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable one ten-thousandths of a Preferred Share at such
adjusted Purchase Price.
(l) In any case in which this Section 11 shall
require that an adjustment in the Purchase Price be made effective
as of a record date for a specified event, the Company may elect to
defer, until the occurrence of such event, the issuance to the
holder of any Right exercised after such record date the number of
one ten-thousandths of a Preferred Share and other capital stock or
securities of the Company, if any, issuable upon such exercise over
and above the number of one ten-thousandths of a Preferred Share
and other capital stock or securities of the Company, if any,
issuable upon such exercise on the basis of the Purchase Price in<PAGE>
<PAGE>
effect prior to such adjustment; provided, however, that the
Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive
such additional shares upon the occurrence of the event requiring
such adjustment.
(m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such further
adjustments in the number of one ten-thousandths of a Preferred
Share which may be acquired upon exercise of the Rights, and such
adjustments in the Purchase Price, in addition to those adjustments
expressly required by this Section 11, as and to the extent that
the Board of Directors in good faith shall determine to be
advisable in order that any (i) consolidation or subdivision of the
Preferred Shares, (ii) issuance wholly for cash of any Preferred
Shares at less than the current market price, (iii) issuance wholly
for cash of Preferred Shares or securities which by their terms are
convertible into or exchangeable for Preferred Shares, (iv)
dividends on Preferred Shares payable in Preferred Shares or (v)
issuance of rights, options or warrants referred to in Section
11(b), hereafter made by the Company to holders of its Preferred
Shares shall not be taxable to such holders or shall reduce the
taxes payable by such holders.
(n) The Company shall not, at any time after the
Distribution Date (i) consolidate with, or merge with or into, any
other Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o)), (ii) consummate a
statutory plan of exchange with any other Person (other than a
Subsidiary of the Company in a transaction which complies with
Section 11(o), or (iii) sell or transfer (or permit any Subsidiary
to sell or transfer), in one transaction, or a series of
transactions, assets or earning power aggregating more than 50
percent of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons
(other than the Company and/or any of its Subsidiaries in one or
more transactions each of which complies with Section 11(o)), if at
the time of or immediately after such consolidation, merger,
consummation of a statutory plan of exchange or sale there are any
rights, warrants or other instruments or securities outstanding or
agreements in effect which would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the
Rights; provided, however, this Section 11(n) shall not affect the
ability of any Subsidiary of the Company to consolidate with, merge
with or into, consummate a statutory plan of exchange with, or sell
or transfer assets or earning power to, any other Subsidiary of the
Company.
(o) After the Distribution Date, the Company shall
not, except as permitted by Sections 23, 24 and 27, take (or permit
any Subsidiary to take) any action if at the time such action is
taken it is reasonably foreseeable that such action will diminish<PAGE>
<PAGE>
substantially or otherwise eliminate the benefits intended to be
afforded by the Rights, including, without limiting the generality
of the foregoing, any merger, consolidation, statutory exchange or
sale or transfer of assets or earning power.
(p) Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at any time
after the date of this Agreement and prior to the Distribution Date
(i) declare or pay a dividend on the outstanding Common Shares
payable in Common Shares, (ii) subdivide the outstanding Common
Shares, (iii) combine the outstanding Common Shares into a smaller
number of shares, or (iv) issue any shares of its capital stock in
a reclassification of the outstanding Common Shares, the number of
Rights associated with each Common Share then outstanding, or
issued or delivered thereafter but prior to the Distribution Date,
shall be proportionately adjusted so that the number of Rights
thereafter associated with each Common Share following any such
event (including other Common Shares issued after the date of such
event, but prior to the Distribution Date) shall equal the result
obtained by multiplying the number of Rights associated with each
Common Share immediately prior to such event by a fraction the
numerator of which shall be the total number of Common Shares
outstanding immediately prior to the occurrence of the event and
the denominator of which shall be the total number of Common Shares
outstanding immediately following the occurrence of such event.
Section 12. Certificate of Adjusted Purchase Price or
Number of Shares. Whenever an adjustment is made as provided in
Sections 11 and 13, the Company shall (a) promptly prepare a
certificate setting forth such adjustment, and a brief statement of
the facts giving rise to such adjustment, (b) promptly file with
the Rights Agent and with each transfer agent for the Preferred
Shares and the Common Shares a copy of such certificate and (c)
mail a brief summary thereof to each holder of a Right Certificate
(or, if prior to the Distribution Date, to each holder of a
certificate representing Common Shares, provided that no such
summary need be mailed to such holders with respect to adjustments
made pursuant to Section 11(p) prior to the Distribution Date) in
accordance with Section 25. Notwithstanding the foregoing
sentence, the failure of the Company to make such certification or
give such notice shall not affect the validity of or the force or
effect of the requirement for such adjustment. Any adjustment to
be made pursuant to Sections 11 and 13 shall be effective as of the
date of the event giving rise to such adjustment. The Rights Agent
shall be fully protected in relying on any such certificate and on
any adjustment therein contained.
<PAGE>
<PAGE>
Section 13. Consolidation, Merger, Statutory Plan of
Exchange or Sale or Transfer of Assets or Earning Power.
(a) In the event that, directly or indirectly, after
there is an Acquiring Person, (i) the Company shall consolidate
with, or merge with and into, any other Person (other than a
Subsidiary of the Company in a transaction that complies with
Section 11(o)), and the Company shall not be the continuing or
surviving corporation of such consolidation or merger, (ii) any
Person (other than a Subsidiary of the Company in a transaction
which complies with Section 11(o)) shall consolidate with the
Company, or merge with and into the Company and the Company shall
be the continuing or surviving corporation of such merger and, in
connection with such consolidation or merger, all or part of the
Common Shares shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other property, or
(iii) any Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o)) shall acquire all or
a majority of the Common Shares of the Company pursuant to a
statutory plan of exchange, or (iv) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell
or otherwise transfer), in one or more transactions, assets or
earning power aggregating more than 50 percent of the assets or
earning power of the Company and its Subsidiaries (taken as a
whole) to any other Person or Persons (other than the Company or
one or more of its wholly owned Subsidiaries) (any event described
in clauses (i), (ii), (iii) or (iv) of this Section 13(a) being a
"Section 13 event"), then, and in each such case, proper provision
shall be made so that (A) each holder of a Right, except as
provided in Section 7(f), shall thereafter have the right to
receive, upon the exercise thereof at the then-current Purchase
Price in accordance with the terms of this Agreement, such number
of validly authorized and issued, fully paid and nonassessable
Common Shares of the Principal Party (as hereinafter defined) which
Common Shares shall not be subject to any liens, encumbrances,
rights of first refusal, transfer restrictions or other adverse
claims, as shall be equal to the result obtained by (1) multiplying
the then-current Purchase Price by the number of one ten-
thousandths of a Preferred Share for which a Right was exercisable
immediately prior to the first occurrence of a Section 13 event
(or, if a Section 11(a)(ii) event has occurred prior to the Section
13 event, multiplying the number of such one ten-thousandths of a
share for which a Right was exercisable immediately prior to the
first occurrence of such Section 11(a)(ii) event by the Purchase
Price in effect immediately prior to such first occurrence), and
dividing that product by (2) 50 percent of the current per share
market price (determined in accordance with Section 11(d)(i)) of
the Common Shares of such Principal Party on the date of
consummation of such Section 13 event; (B) such Principal Party
shall thereafter be liable for, and shall assume, by virtue of such
consolidation, merger, statutory plan of exchange, sale or<PAGE>
<PAGE>
transfer, all the obligations and duties of the Company pursuant to
this Agreement; (C) the term "Company" shall thereafter be deemed
to refer to such Principal Party, it being specifically intended
that the provisions of Section 11 shall apply only to such
Principal Party after the first occurrence of a Section 13 event;
(D) such Principal Party shall take such steps (including, but not
limited to, the reservation of a sufficient number of shares of its
Common Shares in accordance with Section 9 applicable to the
reservation of capital shares) in connection with such consummation
as may be necessary to assure that the provisions hereof shall
thereafter be applicable, as nearly as reasonably may be, in
relation to its Common Shares thereafter deliverable upon the
exercise of the Rights; and (E) the provisions of Section 11(a)(ii)
shall be of no further effect following the first occurrence of any
Section 13 event.
(b) "Principal Party" shall mean:
(i) in the case of any transaction described
in clause (i), (ii) or (iii) of Section 13(a), (A) the Person that
is the issuer of any securities into which Common Shares of the
Company are converted in such merger, consolidation or for which
they are exchanged in such statutory plan of exchange, or, if there
is more than one such issuer, the issuer of Common Shares that has
the highest aggregate current market price (determined in
accordance with Section 11(d)) and (B) if no securities are so
issued, the Person that is the other party to such merger,
consolidation or statutory plan of exchange, or, if there is more
than one such Person, the Person the Common Shares of which has the
highest aggregate current market price (determined in accordance
with Section 11(d)); and
(ii) in the case of any transaction described
in clause (iv) of Section 13(a), the Person that is the party
receiving the largest portion of the assets or earning power
transferred pursuant to such transaction or transactions, or, if
each Person that is a party to such transaction or transactions
receives the same portion of the assets or earning power
transferred pursuant to such transaction or transactions or if the
Person receiving the largest portion of the assets or earning power
cannot be determined, whichever Person the Common Shares of which
has the highest aggregate current market price (determined in
accordance with Section 11(d));
provided, however, that in any such case, (A) if the Common Shares
of such Person are not at such time and have not been continuously
over the preceding twelve-month period registered under Section 12
of the Exchange Act ("Registered Common Shares"), or such Person is
not a corporation, and such Person is a direct or indirect
Subsidiary of another Person that has registered Common Shares
outstanding, "Principal Party" shall refer to such other Person;
(B) if the Common Shares of such Person are not Registered Common<PAGE>
<PAGE>
Shares or such Person is not a corporation, and such Person is a
direct or indirect Subsidiary of another Person but is not a direct
or indirect Subsidiary of another Person which has Registered
Common Shares outstanding, "Principal Party" shall refer to the
ultimate parent entity of such first-mentioned Person; (C) if the
Common Shares of such Person are not Registered Common Shares or
such Person is not a corporation, and such Person is directly or
indirectly controlled by more than one Person, and one or more of
such other Persons has Registered Common Shares outstanding,
"Principal Party" shall refer to whichever of such other Persons is
the issuer of the Registered Common Shares having the highest
aggregate current market price (determined in accordance with
Section 11(d)); and (D)if the Common Shares of such Person are not
Registered Common Shares or such Person is not a corporation, and
such Person is directly or indirectly controlled by more than one
Person, and none of such other Persons have Registered Common
Shares outstanding, "Principal Party" shall refer to whichever
ultimate parent entity is the corporation having the greatest
shareholders' equity or, if no such ultimate parent entity is a
corporation, shall refer to whichever ultimate parent entity is the
entity having the greatest net assets.
(c) The Company shall not consummate any such
consolidation, merger, statutory plan of exchange, sale or transfer
unless prior thereto the Company and Principal Party shall have
executed and delivered to the Rights Agent a supplemental agreement
confirming that (i) such Principal Party shall, upon consummation
of such consolidation, merger, statutory plan of exchange or sale
or transfer of assets or earning power, assume this Agreement in
accordance with Sections 13(a) and (b), (ii) all rights of first
refusal or preemptive rights in respect of the issuance of Common
Shares of such Principal Party upon exercise of outstanding Rights
have been waived, (iii) any provision of the authorized securities
of such Principal Party or of its charter, bylaws or other
instruments governing its corporate affairs which would obligate
such Principal Party to issue in connection with, or as a
consequence of, the consummation of a transaction referred to in
Section 13(a), Common Shares of such Principal Party at less than
the then-current per share market price (determined in accordance
with Section 11(d)(i)) or securities exercisable for, or
convertible into, such Common Shares at less than such then-current
per share market price (other than to the holders of Rights
pursuant to this Section 13) have been waived or canceled, and (iv)
such transaction shall not result in a default by such Principal
Party under this Agreement and further providing that, as soon as
practicable after the date of any consolidation, merger, statutory
plan of exchange or sale or transfer of assets or earning power
referred to in Section 13(a), such Principal Party will:
(A) prepare and file a registration statement under
the Securities Act of 1933, as amended, with respect to the Rights
and the securities purchasable upon exercise of the Rights on an
appropriate form, use its best efforts to cause such registration
statement to become effective as soon as practicable after such
filing and use its best efforts to cause such registration
statement to remain effective (with a prospectus at all times<PAGE>
<PAGE>
meeting the requirements of the Securities Act of 1933, as amended)
until the Final Expiration Date of the Rights, and similarly comply
with applicable state securities laws;
(B) use its best efforts to list (or continue the
listing of) the Rights and the securities purchasable upon
exercise of the Rights or to meet the eligibility requirements
for quotation of the Rights and such securities on NASDAQ or
other system then in use; and
(C) deliver to holders of the Rights historical
financial statements for such Principal Party which comply in all
respects with the requirements for registration on Form 10 (or any
successor form) under the Exchange Act.
In the event that at any time after the occurrence of a Section
11(a)(ii) event hereof some or all of the Rights shall not have
been exercised at the time of a Section 13 event, the Rights which
have not theretofore been exercised shall thereafter be exercisable
in the manner described in Section 13(a) (without taking into
account any prior adjustment required by Section 11(a)(ii)).
(d) The provisions of this Section 13 shall
similarly apply to successive mergers or consolidations or sales or
other transfers.
(e) Notwithstanding anything in this Agreement to
the contrary, this Section 13 shall not be applicable to a
transaction described in Section 13(a)(i), (ii) or (iii) if: (i)
such transaction is consummated with a Person or Persons who
acquired shares of Common Stock pursuant to a Sanctioned Tender
Offer (or with a wholly owned Subsidiary of any such Person or
Persons), (ii) the price per Common Share offered in such
transaction is not less than the price per Common Share paid to all
holders of Common Shares whose shares were purchased pursuant to
such Sanctioned Tender Offer, and (iii) the form of consideration
being offered to the remaining holders of Common Shares pursuant to
such transaction is the same as the form of consideration paid
pursuant to such Sanctioned Tender Offer. Upon consummation of any
such transaction contemplated by this Section 13(e), all Rights
shall expire.
<PAGE>
<PAGE>
Section 14. Fractional Rights and Fractional Shares.
(a) The Company shall not be required to issue
fractions of Rights or to distribute Right Certificates which
evidence fractional Rights (i.e., Rights to acquire less than one
ten-thousandth of a Preferred Share). If the Company shall
determine not to issue such fractional Rights, there shall be paid
to the registered holders of the Right Certificates with regard to
which such fractional Rights would otherwise be issuable, an amount
in cash equal to the same fraction of the current market value of
a whole Right. For the purposes of this Section 14(a), the current
market value of a whole Right shall be the closing price of the
Rights for the Trading Day immediately prior to the date on which
such fractional Rights would have been otherwise issuable. The
closing price for any day shall be determined in the same manner as
set forth in Section 11(d)(i) with respect to the closing price for
Common Shares.
(b) The Company shall not be required to issue
fractions of Preferred Shares (other than fractions which are
integral multiples of one ten-thousandth of a Preferred Share) upon
exercise of the Rights, or to distribute certificates which
evidence fractional Preferred Shares (other than fractions which
are integral multiples of one ten-thousandth of a Preferred Share).
Fractions of Preferred Shares in integral multiples of one ten-
thousandth of a Preferred Share may, at the election of the
Company, be evidenced by depositary receipts, pursuant to an
appropriate agreement between the Company and a depositary selected
by it, provided that such agreement shall provide that the holders
of such depositary receipts shall have all the rights, privileges
and preferences to which they are entitled as beneficial owners of
the Preferred Shares. With respect to fractional Preferred Shares
that are not integral multiples of one ten-thousandth of a
Preferred Share, if the Company does not issue fractional shares or
depositary receipts in lieu thereof, the Company shall pay to the
registered holders of Right Certificates at the time such Rights
are exercised as herein provided an amount in cash equal to the
same fraction of the current market value of one ten-thousandth of
a Preferred Share. For purposes of this Section 14(b), the current
market value of one ten-thousandth of a Preferred Share shall be
one ten-thousandth of the closing price of a Preferred Share (as
determined in accordance with Section 11(d)(ii)) for the Trading
Day immediately prior to the date of such exercise.
(c) Following the occurrence of a Section 11(a)(ii)
event or a Section 13 event, the Company shall not be required to
issue fractions of Common Shares upon exercise of the Rights or to
distribute certificates which evidence fractional Common Shares.
In lieu of fractional Common Shares, the Company may pay to the
registered holders of Right Certificates at the time such Rights
are exercised as herein provided an amount in cash equal to the
same fraction of the current market value of one Common Share. For<PAGE>
<PAGE>
purposes of this Section 14(c), the current market value of one
Common Share shall be the closing price of one Common Share (as
determined pursuant to Section 11(d)(i)) for the Trading Day
immediately prior to the date of such exercise.
(d) The holder of a Right, by the acceptance of the
Rights, expressly waives his right to receive any fractional Rights
or any fractional shares upon exercise of a Right except as
permitted by this Section 14.
Section 15. Rights of Action. All rights of action in
respect of this Agreement, excepting the rights of action given to
the Rights Agent under Section 18, are vested in the respective
registered holders of the Right Certificates (and, prior to the
Distribution Date, the registered holders of the Common Shares);
and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Shares), without the consent
of the Rights Agent or of the holder of any other Right Certificate
(or, prior to the Distribution Date, of the Common Shares), may in
his own behalf and for his own benefit, enforce, and may institute
and maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, his right to exercise the
Rights evidenced by such Right Certificate in the manner provided
in such Right Certificate and in this Agreement. Without limiting
the foregoing or any remedies available to the holders of Rights,
it is specifically acknowledged that the holders of Rights would
not have an adequate remedy at law for any breach of this Agreement
and will be entitled to specific performance of the obligations
under, and injunctive relief against actual or threatened
violations of, the obligations of any Person subject to this
Agreement.
Section 16. Agreement of Right Holders. Every holder of
a Right, by accepting the same, consents and agrees with the
Company and the Rights Agent and with every other holder of a Right
that:
(a) prior to the Distribution Date, the Rights
shall be evidenced by the certificates for Common Shares of the
Company registered in the name of the holders of such Common Shares
(which certificates for Common Shares shall also constitute
certificates for Rights) and each Right will be transferable only
in connection with the transfer of the Common Shares of the
Company;
(b) after the Distribution Date, the Right
Certificates are transferable only on the registry books of the
Rights Agent if surrendered at the principal office of the Rights
Agent, duly endorsed or accompanied by a proper instrument of
transfer and with the appropriate forms and certificates duly
executed; and
<PAGE>
<PAGE>
(c) subject to Sections 6(a) and 7(f), the Company
and the Rights Agent may deem and treat the person in whose name
the Right Certificate (or, prior to the Distribution Date, the
associated Common Shares certificate) is registered as the absolute
owner thereof and of the Rights evidenced thereby (notwithstanding
any notations of ownership or writing on the Right Certificates or
the associated Common Shares certificate made by anyone other than
the Company or the Rights Agent) for all purposes whatsoever, and
neither the Company nor the Rights Agent shall be affected by any
notice to the contrary.
(d) Notwithstanding anything in this Agreement to
the contrary, neither the Company nor the Rights Agent shall have
any liability to any holder of a Right or other Person as a result
of its inability to perform any of its obligations under this
Agreement by reason of any preliminary or permanent injunction or
other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative
agency or commission, or any statute, rule, regulation or executive
order promulgated or enacted by any governmental authority,
prohibiting or otherwise restraining performance of such
obligation; provided, however, the Company must use reasonable
efforts to have any such order, decree or ruling lifted or
otherwise overturned as soon as possible.
Section 17. Right Holders and Right Certificate Holders
Not Deemed Shareholders. No holder, as such, of any Right or Right
Certificate shall be entitled to vote, receive dividends or be
deemed for any purpose the holder of the number of one ten-
thousandths of a Preferred Share or any other securities of the
Company which may at any time be issuable on the exercise of the
Rights represented thereby, nor shall anything contained herein or
in any Right Certificate be construed to confer upon the holder of
any Right or Right Certificate, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate
action, or to receive notice of meetings or other actions affecting
shareholders (except as provided in Section 25), or to receive
dividends or subscription rights, or otherwise, until the Right or
Rights evidenced by such Right Certificate shall have been
exercised in accordance with the provisions hereof.
Section 18. Concerning the Rights Agent.
(a) The Company agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder
and, from time to time, on demand of the Rights Agent, its
reasonable expenses and counsel fees and other disbursements
incurred in the administration and execution of this Agreement and
the exercise and performance of its duties hereunder. The Company<PAGE>
<PAGE>
also agrees to indemnify the Rights Agent for, and to hold it
harmless against, any loss, liability, or expense, incurred without
negligence, bad faith or willful misconduct on the part of the
Rights Agent, for anything done or omitted by the Rights Agent in
connection with the acceptance and administration of this
Agreement, including the costs and expenses of defending against
any claim of liability.
(b) The Rights Agent shall be protected and shall
incur no liability for or in respect of any action taken, suffered
or omitted by it in connection with its administration of this
Agreement in reliance upon any Right Certificate or certificate for
the Preferred Shares or Common Shares or for other securities of
the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction,
consent, certificate, statement, or other paper or document
believed by it to be genuine and to be signed, executed and, where
necessary, verified or acknowledged, by the proper person or
persons.
Section 19. Merger or Consolidation or Change of Name of
Rights Agent.
(a) Any corporation (which term shall for the
purposes of this Agreement include a national banking association)
into which the Rights Agent or any successor Rights Agent may be
merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights
Agent or any successor Rights Agent shall be a party, or any
corporation succeeding to the corporate trust or stock transfer
business of the Rights Agent or any successor Rights Agent, shall
be the successor to the Rights Agent under this Agreement without
the execution or filing of any paper or any further act on the part
of any of the parties hereto, provided that such corporation would
be eligible for appointment as a successor Rights Agent under the
provisions of Section 21. If, at the time such successor Rights
Agent shall succeed to the agency created by this Agreement, any of
the Right Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such
Right Certificates so countersigned; and if at that time any of the
Right Certificates shall not have been countersigned, any successor
Rights Agent may countersign such Right Certificates either in the
name of the predecessor Rights Agent or in the name of the
successor Rights Agent; and in all such cases such Right
Certificates shall have the full force provided in the Right
Certificates and in this Agreement.<PAGE>
<PAGE>
(b) If at any time the name of the Rights Agent
shall be changed and at such time any of the Right Certificates
shall have been countersigned but not delivered, the Rights Agent
may adopt the countersignature under its prior name and deliver
Right Certificates so countersigned; and if at that time any of the
Right Certificates shall not have been countersigned, the Rights
Agent may countersign such Right Certificates either in its prior
name or in its changed name; and in all such cases such Right
Certificates shall have the full force provided in the Right
Certificates and in this Agreement.
Section 20. Duties of Rights Agent. The Rights Agent
undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions, by all of which the
Company and the holders of Right Certificates, by their acceptance
thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel
(who may be legal counsel for the Company), and the advice or
opinion of such counsel shall be full and complete authorization
and protection to the Rights Agent as to any action taken or
omitted by it in good faith and in accordance with such advice or
opinion.
(b) Whenever in the performance of its duties under
this Agreement the Rights Agent shall deem it necessary or
desirable that any fact or matter be proved or established by
the Company prior to taking or suffering any action hereunder, such
fact or matter (including, without limitation, the identity of any
Acquiring Person and the determination of "current per share market
price") may be deemed to be conclusively proved and established by
a certificate signed by any one of the Chairman of the Board, the
President, any Vice President, the Treasurer, the Secretary or any
Assistant Secretary of the Company and delivered to the Rights
Agent; and such certificate shall be full authorization to the
Rights Agent for any action taken or suffered in good faith by it
under the provisions of this Agreement in reliance upon such
certificate.
(c) The Rights Agent shall be liable hereunder to
the Company and any other Person only for its own negligence, bad
faith or willful misconduct.
(d) The Rights Agent shall not be liable for or by
reason of any of the statements of fact or recitals contained in
this Agreement or in the Right Certificates (except its
countersignature thereof) or be required to verify the same, but
all such statements and recitals are and shall be deemed to have
been made by the Company only.<PAGE>
<PAGE>
(e) The Rights Agent shall not be under any
responsibility in respect of the validity of this Agreement or the
execution and delivery hereof (except the due authorization,
execution and delivery hereof by the Rights Agent) or in respect of
the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in
this Agreement or in any Right Certificate; nor shall it be
responsible for any change in the exercisability of the Rights
(including the Rights becoming null and void pursuant to Section
7(f)) or any adjustment required under the provisions of Sections
11 or 13 (including the manner, method or amount thereof) or the
ascertaining of the existence of facts that would require any such
change or adjustment (except with respect to the exercise of Rights
evidenced by Right Certificates after receipt by the Rights Agent
of the certificate describing any such adjustment as contemplated
by Section 12); nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or
reservation of any Preferred Shares to be issued pursuant to this
Agreement or any Right Certificate or as to whether any Preferred
Shares will, when issued, be validly authorized and issued, fully
paid and nonassessable.
(f) The Company agrees that it will perform,
execute, acknowledge and deliver or cause to be performed,
executed, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be required by
the Rights Agent for the carrying out or performing by the Rights
Agent of the provisions of this Agreement.
(g) The Rights Agent is hereby authorized and
directed to accept instructions with respect to the performance of
its duties hereunder from any one of the Chairman of the Board, the
President, any Vice President, the Secretary, any Assistant
Secretary or the Treasurer of the Company, and to apply to such
officers for advice or instructions in connection with its duties,
and it shall not be liable for any action taken or suffered to be
taken by it in good faith in accordance with instructions of any
such officer.
(h) The Rights Agent and any shareholder, director,
officer or employee of the Rights Agent may buy, sell or deal in
any of the Rights or other securities of the Company or become
pecuniarily interested in any transaction in which the Company may
be interested, or contract with or lend money to the Company or
otherwise act as fully and freely as though it were not the Rights
Agent under this Agreement. Nothing herein shall preclude the
Rights Agent from acting in any other capacity for the Company or
for any other legal entity.<PAGE>
<PAGE>
(i) The Rights Agent may execute and exercise any
of the rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through its attorneys or agents,
and the Rights Agent shall not be answerable or accountable for any
act, default, neglect or misconduct of any such attorneys or agents
or for any loss to the Company resulting from any such act,
default, neglect or misconduct, provided that reasonable care was
exercised in the selection and continued employment thereof.
(j) No provision of this Agreement shall require
the Rights Agent to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties or
in the exercise of its rights hereunder if the Rights Agent shall
have reasonable grounds for believing that repayment of such funds
or adequate indemnification against such risk or liability is not
reasonably assured to it.
(k) If, with respect to any Right Certificate
surrendered to the Rights Agent for exercise or transfer, the
certificate included with the form of assignment or form of
election to purchase, as the case may be, has either not been
completed, not signed or indicates an affirmative response to
clause 1 and/or 2 thereof, the Rights Agent shall not take any
further action with respect to such requested exercise or transfer
without first consulting with the Company. If such certificate has
been completed and signed, the Rights Agent may assume without
further inquiry that the Right Certificate is not owned by a person
described in Section 7(f) and shall not be charged with any
knowledge to the contrary.
Section 21. Change of Rights Agent. The Rights Agent or
any successor Rights Agent may resign and be discharged from its
duties under this Agreement upon 30 days' notice in writing mailed
to the Company and to each transfer agent of the Common Shares and
Preferred Shares by registered or certified mail, and to the
holders of the Right Certificates by first-class mail. The Company
may remove the Rights Agent or any successor Rights Agent upon 30
days' notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the
Common Shares and Preferred Shares by registered or certified mail,
and to the holders of the Right Certificates by first-class mail.
If the Rights Agent shall resign or be removed or shall otherwise
become incapable of acting, the Company shall appoint a successor
to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such
removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights
Agent or by the holder of a Right Certificate (who shall, with such
notice, submit his Right Certificate for inspection by the
Company), then the Company shall become the Rights Agent and the
registered holder of any Right Certificate may apply to any court
of competent jurisdiction for the appointment of a new Rights<PAGE>
<PAGE>
Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be a corporation organized and
doing business under the laws of the United States or of the state
of New York (or of any other state of the United States so long as
such corporation is authorized to do business as a banking
institution in the state of New York) in good standing, having a
principal office in the state of New York, which is authorized
under such laws to exercise corporate trust or stock transfer
powers and is subject to supervision or examination by federal or
state authority and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least $50
million. After appointment, the successor Rights Agent shall be
vested with the same powers, rights, duties and responsibilities as
if it had been originally named as Rights Agent without further act
or deed; but the predecessor Rights Agent shall deliver and
transfer to the successor Rights Agent any property at the time
held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. Not
later than the effective date of any such appointment, the Company
shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Shares and Preferred
Shares, and mail a notice thereof in writing to the holders of the
Right Certificates. Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect
the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as
the case may be.
Section 22. Issuance of New Right Certificates.
Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Company may, at its option, issue new
Right Certificates evidencing Rights in such form as may be
approved by the Board of Directors to reflect any adjustment or
change in the Purchase Price per share and the number or kind or
class of shares or other securities or property purchasable under
the Right Certificates made in accordance with the provisions of
this Agreement. In addition, in connection with the issuance or
sale of Common Shares of the Company following the Distribution
Date and prior to the expiration, termination or redemption of the
Rights, the Company (a) shall, with respect to Common Shares of the
Company so issued or sold pursuant to the exercise of stock options
or under any Plan, or upon the exercise, conversion or exchange of
securities hereinafter issued by the Company, and (b) may, in any
other case, if deemed necessary or appropriate by the Board of
Directors, issue Right Certificates representing the appropriate
number of Rights in connection with such issuance or sale;
provided, however, that (i) no such Right Certificate shall be
issued if, and to the extent that, the Company shall be advised by
counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to
whom such Right Certificate would be issued, and (ii) no such Right
Certificate shall be issued if, and to the extent that, appropriate<PAGE>
<PAGE>
adjustment shall otherwise have been made in lieu of the issuance
thereof.
Section 23. Redemption and Termination.
(a) The Company may, at its option, by action of
the Board of Directors (at any time when a majority of the
directors then serving are Continuing Directors) at any time prior
to the Close of Business on the earlier of (i) the 10th day
(subject to extension by the Board of Directors as provided below)
following the Shares Acquisition Date or (ii) the Final Expiration
Date, redeem all, but not less than all, the then outstanding
Rights at a redemption price of $.001 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"). The ten-day period referred to in the
preceding sentence may be extended by the Board of Directors,
provided that no such extension may be made when a majority of the
directors in office are not Continuing Directors, and any such
extension shall expire immediately when a majority of the directors
in office are not Continuing Directors.
(b) In the event that if, following the occurrence
of a Shares Acquisition Date and following the expiration of the
right of redemption under Section 23(a), but prior to any Section
13 event, (i) a Person who is an Acquiring Person or an Affiliate
or Associate of such Person shall have transferred or otherwise
disposed of a number of Common Shares in one transaction, or a
series of transactions (not directly or indirectly involving a
purchase by the Company or any of its Subsidiaries), which did not
result in the occurrence of a Section 11(a)(ii) event or a Section
13 event, such that such Person is thereafter a Beneficial Owner of
10 percent or less of the outstanding Common Shares of the Company,
(ii) there are no other Persons, immediately following the transfer
or other disposition described in clause (i), who are Acquiring
Persons, and (iii) the transfer or other disposition described in
clause (i) was other than pursuant to a transaction, or series of
transactions, which directly or indirectly involved the Company or
any of its Subsidiaries; then the right of redemption provided in
Section 23(a) shall be reinstated and thereafter all outstanding
Rights shall again be subject to the provisions of this Section 23.
Notwithstanding anything in this Agreement to the contrary, the
Rights shall not be exercisable while the Rights are subject to any
right of redemption by the Company under this Agreement.
(c) Immediately upon the action of the Board of
Directors ordering the redemption of the Rights, or at such time
and date thereafter as the Board of Directors may specify, and
without any further action and without any notice, the right to
exercise the Rights will terminate and the only right thereafter of
the holders of Rights shall be to receive the Redemption Price. <PAGE>
<PAGE>
Promptly after the action of the Board of Directors ordering the
redemption of the Rights, the Company shall give notice of such
redemption to the holders of the then outstanding Rights by mailing
such notice to all such holders at their last addresses as they
appear upon the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer agent for
the Common Shares. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives
the notice. Each such notice of redemption will state the method
by which the payment of the Redemption Price will be made. Neither
the Company nor any of its Affiliates or Associates may redeem,
acquire or purchase for value any Rights in any manner other than
that specifically set forth in this Section 23 or in Section 24,
and other than in connection with the purchase of Common Shares
prior to the Distribution Date.
Section 24. Exchange.
(a) The Company may, at its option but subject to
receipt of any required regulatory approvals, by action of the
Board of Directors, at any time after any Person becomes an
Acquiring Person, exchange all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have become
void pursuant to the provisions of Section 7(f)) for Common Shares
at an exchange ratio of one Common Share per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such exchange ratio
being herein referred to as the "Exchange Ratio"). Notwithstanding
the foregoing, the Board of Directors shall not be empowered to
effect such exchange at any time after any Person (other than the
Company, any Subsidiary of the Company any Plan of the Company or
of a Subsidiary of the Company or any Person holding Common Shares
for or pursuant to the terms of any such Plan), together with all
Affiliates and Associates of such Person, becomes the Beneficial
Owner of 50 percent or more of the Common Shares then outstanding.
(b) Immediately upon the action of the Board of
Directors of the Company ordering the exchange of any Rights
pursuant to Section 24(a) and without any further action and
without any notice, the right to exercise such Rights shall
terminate and the only right thereafter of a holder of such Rights
shall be to receive that number of Common Shares equal to the
number of such Rights held by such holder multiplied by the
Exchange Ratio. The Company shall promptly give public notice of
any such exchange; provided, however, that the failure to give, or
any defect in, such notice shall not affect the validity of such
exchange. The Company promptly shall mail a notice of any such
exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights
Agent. Any notice which is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the
notice. Each such notice of exchange will state the method by<PAGE>
<PAGE>
which the exchange of the Common Shares for Rights will be effected
and, in the event of any partial exchange, the number of Rights
which will be exchanged. Any partial exchange shall be effected
pro rata based on the number of Rights (other than Rights which
have become void pursuant to the provisions of Section 7(f)) held
by each holder of Rights.
(c) In any exchange pursuant to this Section 24,
the Company, at its option, may substitute Preferred Shares (or
equivalent preferred shares, as such term is defined in Section
11(b)) for Common Shares exchangeable for Rights, at the initial
rate of one ten-thousandth of a Preferred Share (or equivalent
preferred share) for each Common Share, as appropriately adjusted
to reflect adjustments in the voting rights of the Preferred Shares
pursuant to the terms thereof, so that the fraction of a Preferred
Share delivered in lieu of each Common Share shall have at least
the same voting rights as one Common Share.
(d) The Company shall not be required to issue
fractions of Common Shares or to distribute certificates which
evidence fractional Common Shares. In lieu of such fractional
shares, the Company shall pay to the registered holders of the
Right Certificates with regard to which such fractional shares
would otherwise be issuable an amount in cash equal to the same
fraction of the current market value of a whole Common Share. For
the purposes of this Section 24(d), the current market value of a
whole share shall be the closing price of a Common Share determined
in the manner set forth in Section 11(d)(i) with respect to the
closing price for Common Shares for the Trading Day immediately
prior to the Exchange Date.
Section 25. Notice of Certain Events.
(a) In case the Company shall propose, at any time
after the Distribution Date, (i) to declare or pay any dividend
payable in stock of any class to the holders of its Preferred
Shares or to make any other distribution to the holders of its
Preferred Shares (other than a regular quarterly cash dividend), or
(ii) to offer to the holders of its Preferred Shares options,
rights or warrants to subscribe for or to purchase any additional
Preferred Shares or shares of stock of any class or any other
securities, rights or options, or (iii) to effect any
reclassification of its Preferred Shares (other than a
reclassification involving only the subdivision of outstanding
Preferred Shares), or (iv) to effect any consolidation or merger
into or with, to effect any exchange of the Common Shares of the
Company pursuant to a statutory plan of exchange with, or to effect
any sale or other transfer (or to permit one or more of its
Subsidiaries to effect any sale or other transfer), in one or more
transactions, of more than 50 percent of the assets or earning
power of the Company and its Subsidiaries (taken as a whole) to,
any other Person or Persons (other than the Company and/or any of<PAGE>
<PAGE>
its Subsidiaries in a transaction which complies with Section
11(o)), or (v) to effect the liquidation, dissolution or winding up
of the Company, then, in each such case, the Company shall give to
each holder of a Right Certificate, in accordance with Section 26,
a notice of such proposed action, which shall specify the record
date for the purposes of such stock dividend, or distribution of
rights or warrants, or the date on which such reclassification,
consolidation, merger, statutory plan of exchange, sale, transfer,
liquidation, dissolution or winding up is to take place and the
date of participation therein by the holders of record of the
Preferred Shares, if any such date is to be fixed, and such notice
shall be so given in the case of any action covered by clause (i)
or (ii) above at least 20 days prior to the record date for
determining holders of the Preferred Shares for purposes of such
action, and in the case of any such other action, at least 20 days
prior to the date of the taking of such proposed action or the date
of participation therein by the holders of the Preferred Shares,
whichever shall be the earlier. The failure to give notice
required by this Section 25 or any defect therein shall not affect
the legality or validity of the action taken by the Company or the
vote upon any such action.
(b) In case any Section 11(a)(ii) event shall
occur, then (i) the Company shall as soon as practicable thereafter
give to each holder of a Right Certificate, in accordance with
Section 26, a notice of the occurrence of such event, which shall
specify the event and the consequences of the event to holders of
Rights under Sections 11(a)(ii), and (ii) all references in Section
25(a) to Preferred Shares shall be deemed thereafter to refer to
Common Shares and/or, if appropriate, other securities.
Section 26. Notices. Notices or demands authorized by
this Agreement to be given or made by the Rights Agent or by the
holder of any Right Certificate to or on the Company shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:
National R.V. Holdings, Inc.
3411 N. Perris Boulevard
Perris, California 92571
Attention: Corporate Secretary
Subject to the provisions of Section 21, any notice or demand
authorized by this Agreement to be given or made by the Company or
by the holder of any Right Certificate to or on the Rights Agent
shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed (until another address is filed in
writing with the Company) to the principal office of the Rights
Agent as follows:
<PAGE>
<PAGE>
Continental Stock Transfer & Trust Company
2 Broadway
New York, New York 10004
Attention: Compliance Department
Notices or demands authorized by this Agreement to be given or made
by the Company or the Rights Agent to or on the holder of any Right
Certificate (or, if prior to the Distribution Date, to or on the
holder of certificates representing Common Shares of the Company)
shall be sufficiently given or made if sent by first-class mail,
postage prepaid, addressed to such holder at the address of such
holder as shown on the registry books of the Company.
Section 27. Supplements and Amendments.
(a) Prior to the Distribution Date, the Company may
by action of the Board of Directors, and the Rights Agent shall if
the Company so directs, supplement or amend any provision of this
Agreement in any manner without the approval of any holders of
Common Shares. From and after the Distribution Date, the Company
may by action of the Board of Directors, and the Rights Agent shall
if directed by the Company, from time to time, supplement or amend
this Agreement without the approval of any holders of Right
Certificates in order (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to shorten or
lengthen any time period herein or (iv) to change or supplement any
other provisions, hereunder in any manner which the Board of
Directors may deem necessary or desirable so long as the interests
of the holders of the Rights or Right Certificates (other than an
Acquiring Person or any Affiliate or Associate of an Acquiring
Person) shall not be materially and adversely affected thereby;
provided, however, this Agreement may not be supplemented or
amended to lengthen, pursuant to clause (iii) of this sentence, (A)
a time period governing redemption of the Rights if the Rights are
not then redeemable, or (B) any other time period unless such
lengthening is for the purpose of protecting, enhancing or
clarifying the rights of, and/or the benefits to, the holders of
Rights (other than an Acquiring Person or any Affiliate or
Associate of an Acquiring Person). Upon the delivery of a
certificate from an appropriate officer of the Company which states
that the proposed supplement or amendment is in compliance with the
terms of this Section 27(a), the Rights Agent shall execute such
supplement or amendment; provided, however, that the Rights Agent
may, but shall not be obligated to, enter into any such supplement
or amendment which affects its own rights, duties or immunities
under this Agreement. Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident with
the interests of the holders of the Common Shares of the Company.
<PAGE>
<PAGE>
(b) After the Distribution Date and prior to the
earlier of the Redemption Date or the Final Expiration Date, the
Company shall not effect any amendment to the provisions of the
Company's Certificate of Incorporation respecting the Preferred
Shares which would materially and adversely affect the preferences,
limitations and relative rights of the Preferred Shares, without
the prior approval of the holders of two-thirds or more of the then
outstanding Rights.
Section 28. Successors. All the covenants and
provisions of this Agreement by or for the benefit of the Company
or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.
Section 29. Benefits of Agreement. Nothing in this
Agreement shall be construed to give to any person other than the
Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common
Shares of the Company) any legal or equitable right, remedy or
claim under this Agreement; but this Agreement shall be for the
sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Right Certificates (and, prior to the
Distribution Date, the Common Shares of the Company).
Section 30. Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement
to the contrary, if any such term, provision, covenant or
restriction is held by such court or authority to be invalid, void
or unenforceable and the Board of Directors determines in its good
faith judgment that severing the invalid language from this
Agreement would adversely affect the purpose or effect of this
Agreement, the right of redemption set forth in Section 23 shall be
reinstated and shall not expire until the Close of Business on the
tenth day following the date of such determination by the Board of
Directors.
Section 31. Determinations and Actions by the Board of
Directors etc. For all purposes of this Agreement, any calculation
of the number of Common Shares of the Company outstanding at any
particular time, including for purposes of determining the
particular percentage of such outstanding shares of which any
Person is the Beneficial Owner, shall be made in accordance with
the last sentence of Rule 13d-3(d)(1)(i) under the Exchange Act as
in effect on the date hereof. Except as otherwise specifically
provided herein, the Board of Directors shall have the exclusive
power and authority to administer this Agreement and to exercise
all rights and powers specifically granted to the Board of<PAGE>
<PAGE>
Directors or to the Company, or as may be necessary or advisable in
the administration of this Agreement, including, without
limitation, the right and power (a) to interpret the provisions of
this Agreement and (b) to make all determinations deemed necessary
or advisable for the administration of this Agreement. Any such
actions, calculations, interpretations and determinations
(including, for purposes of clause (ii) below, all omissions with
respect to the foregoing) which are done or made by the Board of
Directors in good faith shall (i) be final, conclusive and binding
on the Company, the Rights Agent, the holders of the Rights and all
other parties, and (ii) not subject the Board of Directors or any
member thereof to any liability to the holders of the Rights.
Section 32. Governing Law. This Agreement and each
Right Certificate issued hereunder shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of
such state applicable to contracts to be made and performed
entirely within such state.
Section 33. Counterparts. This Agreement may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the
same instrument.
Section 34. Descriptive Headings. Descriptive headings
of the several sections of this Agreement are inserted for
convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
NATIONAL R.V. HOLDINGS, INC.
By:
Name:
Title:
CONTINENTAL STOCK TRANSFER
& TRUST COMPANY
By:
Name:
Title:
<PAGE>
EXHIBIT A
CERTIFICATE OF DESIGNATIONS
OF
SERIES B JUNIOR PARTICIPATING PREFERRED STOCK
OF
NATIONAL R.V. HOLDINGS, INC.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
National R.V. Holdings, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware
(the "corporation"), hereby certifies that the following resolution
was adopted by the Board of Directors of the corporation in
accordance with Section 151 of the General Corporation Law at a
meeting duly called and held on August 20, 1996.
RESOLVED that pursuant to the authority vested in the
Board of Directors of the corporation in accordance with the
provisions of its Certificate of Incorporation (the "Certificate of
Incorporation"), a series of the Preferred Stock, $.01 par value
("Preferred Stock"), of the corporation be, and it hereby is,
created, and that the designation and amount thereof and the
preferences, limitations and relative rights of the shares of such
series are as follows:
Section 1. Destination and Amount. There shall be a
series of Preferred Stock of the corporation which shall be
designated as "Series B Junior Participating Preferred Stock, $.01
par value" (the "Series B Preferred Stock"), and the number of
shares constituting such series shall be 1,000. Such number of
shares may be increased or decreased by Certificate of Amendment
adopted by the Board of Directors without shareholder action;
provided, however, that no decrease shall reduce the number of
shares of Series B Preferred Stock to a number less than the shares
outstanding plus the number of shares issuable upon exercise of
outstanding rights, options or warrants or upon conversion of
outstanding securities issued by the corporation.
<PAGE>
<PAGE>
Section 2. Dividends and Distributions.
(a) Subject to the prior and superior rights of the
holders of any shares of any series of Preferred Stock ranking
prior and superior to the Series B Preferred Stock with respect to
dividends, the holders of shares of Series B Preferred Stock, in
preference to the holders of shares of Common Stock, $.01 par value
("Common Stock") of the corporation and of any other junior stock
which may be outstanding, shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally
available for the purpose, (i) quarterly dividends payable in cash
on the last day of March, June, September and December in each year
(each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment
Date after the first issuance of a share or fraction of a share of
Series B Preferred Stock, in an amount per share (rounded to the
nearest cent), subject to the provision for adjustment hereinafter
set forth, equal to 10,000 times the aggregate per share amount of
all cash dividends declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date or, with
respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series B
Preferred Stock, and (ii) subject to the provision for adjustment
hereinafter set forth, quarterly distributions (payable in kind) on
each Quarterly Dividend Payment Date in an amount per share equal
to 10,000 times the aggregate per share amount of all noncash
dividends or other distributions (other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares
of Common Stock, by reclassification or otherwise) declared on the
Common Stock since the immediately preceding Quarterly Dividend
Payment Date, or with respect to the first Quarterly Dividend
Payment Date since the first issuance of any share or fraction of
a share of Series B Preferred Stock. In the event the corporation
shall at any time after August 20, 1996 (the "Rights Declaration
Date") declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the amount to which
holders of shares of Series B Preferred Stock are entitled under
clauses (i) or (ii) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.
(b) The corporation shall declare a dividend or
distribution on the Series B Preferred Stock as provided in Section
2(A) immediately after it declares a dividend or distribution on
the Common Stock (other than a dividend payable in shares of Common
Stock).
<PAGE>
<PAGE>
(c) Dividends shall begin to accrue and be
cumulative on outstanding shares of Series B Preferred Stock from
the Quarterly Dividend Payment Date next preceding the date of
issue of such shares of Series B Preferred Stock, unless the date
of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue and be cumulative from the date of
issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series B Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends shall cumulate
but shall not bear interest. Dividends paid on the shares of Series
B Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares
at the time outstanding. The Board of Directors may fix a record
date for the determination of holders of shares of Series B
Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of
Series B Preferred Stock shall have the following voting rights:
(a) Subject to the provision for adjustment
hereinafter set forth, each share of Series B Preferred Stock shall
entitle the holder thereof to 10,000 votes (and each one ten-
thousandth of a share of Series B Preferred Stock shall entitle the
holder thereof to one vote) on all matters submitted to a vote of
the shareholders of the corporation. In the event the corporation
shall at any time after the Rights Declaration Date declare or pay
any dividend on Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common
Stock, then in each such case the number of votes per share to
which holders of shares of Series B Preferred Stock were entitled
immediately prior to such event shall be adjusted by multiplying
such number by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.
(b) Except as otherwise provided in the Certificate
of Incorporation or in this amendment thereof or by law, the
holders of shares of Series B Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all
matters submitted to a vote of the shareholders of the corporation.
<PAGE>
<PAGE>
(c) Except as otherwise provided in the Certificate
of Incorporation or in this amendment thereof or by law, holders of
Series B Preferred Stock shall have no special voting rights and
their consent shall not be required for taking any corporate
action.
Section 4. Certain Restrictions.
(a) Whenever quarterly dividends or other dividends
or distributions payable on the Series B Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series B Preferred Stock outstanding shall
have been paid in full, the corporation shall not:
(i) declare or pay dividends on, make any
other distributions on any shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or
winding up) to the Series B Preferred Stock;
(ii) declare or pay dividends on or make any
other distributions on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding
up) with the Series B Preferred Stock, except dividends paid
ratably on the Series B Preferred Stock and all such parity stock
on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then
entitled;
(iii) redeem or purchase or otherwise acquire
for consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series B Preferred Stock, provided that the corporation may at any
time redeem, purchase or otherwise acquire shares of any such
junior stock in exchange for shares of any stock of the corporation
ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series B Preferred Stock; or
(iv) purchase or otherwise acquire for
consideration any shares of Series B Preferred Stock, or any share
of stock ranking on a parity with the Series B Preferred Stock,
except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors,
after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and
classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.
<PAGE>
<PAGE>
(b) The corporation shall not permit any subsidiary
of the corporation to purchase or otherwise acquire for
consideration any shares of stock of the corporation unless the
corporation could, under Section 4(A), purchase or otherwise
acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series B
Preferred Stock purchased or otherwise acquired by the corporation
in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof. The corporation shall take all such
action as is necessary so that all such shares shall after their
cancellation become authorized but unissued shares of Preferred
Stock, without designation as to series, and may be reissued as
part of a new series of Preferred Stock to be created by
Certificate of Amendment adopted by the Board of Directors without
shareholder action, subject to the conditions and restrictions on
issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding Up. Upon
any liquidation, dissolution or winding up of the corporation, no
distribution shall be made (A) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series B Preferred Stock, unless,
prior thereto, the holders of shares of Series B Preferred Stock
shall have received an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 10,000
times the aggregate amount to be distributed per share to holders
of Common Stock; nor shall any distribution be made (B) to the
holders of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series B
Preferred Stock, except distributions made ratably on the Series B
Preferred Stock and all other such parity stock in proportion to
the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up. In the
event the corporation shall at any time after the Rights
Declaration Date declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser
number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series B Preferred
Stock are entitled under clause (A) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately
prior to such event.
Section 7. Consolidation, Merger, etc. In case the
corporation shall enter into any consolidation, merger, combination
or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash<PAGE>
<PAGE>
and/or any other property, or otherwise changed, then in any such
case the shares of Series B Preferred Stock shall at the same time
be similarly exchanged or changed in an amount per share (subject
to the provision for adjustment hereinafter set forth) equal to
10,000 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into
which or for which each share of Common Stock is changed or
exchanged. In the event the corporation shall at any time after
the Rights Declaration Date declare or pay any dividend on Common
Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser
number of shares of Common Stock, then in each such case the amount
set forth in the preceding sentence with respect to the exchange or
change of shares of Series B Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.
Section 8. No Redemption. The shares of Series B
Preferred Stock shall not be redeemable. Notwithstanding the
foregoing, the corporation may acquire shares of Series B Preferred
Stock in any other manner permitted by law.
Section 9. Rank. Unless otherwise provided in the
Certificate of Incorporation or an amendment thereof relating to a
subsequent series of Preferred Stock of the corporation, the Series
B Preferred Stock shall rank junior to all other series of the
corporation's Preferred Stock, as to the payment of dividends and
the distribution of assets on liquidation, dissolution or winding
up, and senior to the Common Stock of the corporation.
Section 10. Amendment. The Certificate of Incorporation
shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series B
Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of at least a majority of the
outstanding shares of Series B Preferred Stock, voting separately
as a class.
<PAGE>
<PAGE>
Section 11. Fractional Shares. Series B Preferred Stock
may be issued in ten-thousandths of a share or other fractions of
a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of
all other rights of holders of Series B Preferred Stock.
NATIONAL R.V. HOLDINGS, INC.
By:
Name:
Title:
(SEAL)
ATTEST:
By:
Name:
Title:
79396<PAGE>
<PAGE>
EXHIBIT B
(Form of Face of Right Certificate)
Certificate No.R ---- Rights
NOT EXERCISABLE AFTER AUGUST 19, 2006, OR EARLIER IF REDEEMED. THE
RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 PER RIGHT ON THE TERMS
SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES
(SPECIFIED IN THE RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY
AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) OR ANY
SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. (THE
RIGHTS REPRESENTED BY THIS RIGHT CERTIFICATE ARE OR WERE
BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING
PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). THIS RIGHT CERTIFICATE
AND THE RIGHTS REPRESENTED HEREBY MAY BECOME VOID IN THE
CIRCUMSTANCES SPECIFIED IN THE RIGHTS AGREEMENT.) 1
1. That portion of the legend in brackets shall be inserted only
if applicable and shall replace the preceding sentence.
Right Certificate
NATIONAL R.V. HOLDINGS, INC.
This certifies that ------------------------------, or
registered assigns, is the registered owner of the number of Rights
set forth above, each of which entitles the registered owner
thereof, subject to the terms, provisions and conditions of the
Rights Agreement dated as of August 20, 1996 (the "Rights
Agreement"), between National R.V. Holdings, Inc., a Delaware
corporation (the "Company"), and Continental Stock Transfer & Trust
Company, a New York corporation (the "Rights Agent," which term
shall include every successor Rights Agent under the Rights
Agreement), 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 p.m. (New York time) on August 19, 2006, at the
office or agency of the Rights Agent or its successor designated
for such purpose, one ten-thousandth of a fully paid nonassessable
share of Series B Junior Participating Preferred Stock, $.01 par
value (the "Preferred Shares"), of the Company, at a purchase price
initially of $30.00 per one ten-thousandth of a Preferred Share
(the "Purchase Price"), upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase and related
Certificate duly executed. As provided in the Rights Agreement, the
<PAGE>
<PAGE>
Purchase Price and the number of Preferred Shares 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.
This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which 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. Without limiting the generality of the foregoing, the
Rights evidenced by this Right Certificate shall not be exercisable
(a) unless and until any regulatory approvals required for the
issuance and/or sale of securities upon such exercise have been
obtained, (b) in any jurisdiction if any requisite qualification in
such jurisdiction shall not have been obtained, or (c) the exercise
thereof, or the issuance and/or sale of the securities issuable
upon such exercise, shall not be permitted under any applicable law
or administrative or judicial regulation or order. Copies of the
Rights Agreement are on file at the principal executive offices of
the Company and are available from the Rights Agent or the Company
upon written request.
Upon the occurrence of certain events specified in
Section 7(f) of the Rights Agreement, if the Rights evidenced by
this Right Certificate are or were beneficially owned by an
Acquiring Person or an Affiliate or Associate of an Acquiring
Person (as such terms are defined in the Rights Agreement) or,
under certain circumstances, a transferee of any such Acquiring
Person, Affiliate or Associate, such Rights shall become null and
void and any holder thereof (whether or not such holder is an
Acquiring Person or an Affiliate or Associate of an Acquiring
Person) shall thereafter have no right to exercise such Rights.
In certain circumstances described in the Rights
Agreement, the Rights evidenced hereby may entitle the holder
hereof to purchase capital stock of an entity other than the
Company or receive cash or other assets, all as prescribed in the
Rights Agreement.
This Right Certificate, with or without other Right
Certificates, upon surrender at the office or agency of the Rights
Agent designated for such purpose, may be exchanged for another
Right Certificate or Right Certificates of like tenor and date
evidencing Rights equal to the aggregate number of Rights evidenced
by the Right Certificate or Right Certificates surrendered. 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.
<PAGE>
<PAGE>
Subject to the provisions of the Rights Agreement, the
Rights evidenced by this Right Certificate may, but are not
required to, be redeemed by the Company at a redemption price of
$.001 per Right or exchanged by the Company at the rate of one
Common Share per Right.
Fractional Preferred Shares will be issued upon the
exercise of any Right or Rights evidenced hereby only in fractions
which are integral multiples of one ten-thousandth of a Preferred
Share (which may, at the election of the Company, be evidenced by
depositary receipts). In lieu of the issuance of fractional shares
other than in integral multiples of one ten-thousandth of a
Preferred Share, 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 the Preferred Shares 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 Rights Agreement or herein be construed
to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any
meeting thereof, to give or withhold consent to any corporate
action, to receive notice of meetings or other actions affecting
shareholders (except as provided in the 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 Rights Agreement.
This Right Certificate shall not be valid or obligatory
for any purpose until it shall have been countersigned by the
Rights Agent.
WITNESS the facsimile signature of the proper officers of
the Company and its corporate seal. Dated as of ----------.
ATTEST: NATIONAL R.V. HOLDINGS, INC.
- ------------------------ --------------------------
Secretary President
Countersigned:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: -------------------------------
Authorized Officer
(Form of Reverse Side of Right Certificate)
<PAGE>
<PAGE>
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Right Certificate.)
FOR VALUE RECEIVED ----------------- hereby sells, assigns and
transfers 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 -------
- ---------------------- Attorney, to transfer the within Right
Certificate on the books of the within-named Company, with full
power of substitution.
Dated: -------------------------------
-------------------------
Signature
Signature Guaranteed:
<PAGE>
<PAGE>
CERTIFICATE
The undersigned hereby certifies by checking the
appropriate boxes that:
(1) this Right Certificate [ ] is [ ] is not being
sold, assigned and transferred by or on behalf of a Person who is
or was an Acquiring Person or an Affiliate or Associate of any such
Acquiring Person (as such terms are defined in the Rights
Agreement); and
(2) after due inquiry and to the best knowledge of
the undersigned, the undersigned [ ] did [ ] did not acquire the
Rights evidenced by this Right Certificate from any Person who is,
was or subsequently became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.
Dated: ----------------------
--------------------------
Signature
- -----------------------------------------------------------------
NOTICE
The signatures in the foregoing Assignment and
Certificate 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.
The signatures in the foregoing Assignment must be
guaranteed by an eligible guarantor as defined in Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as amended.
In the event the certification set forth above is not
completed, the Company may deem the beneficial owner of the Rights
evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as such terms are defined in the
Rights Agreement) and, in the case of an assignment, may affix a
legend to that effect on any Right Certificates issued in exchange
for this Right Certificate.
<PAGE>
<PAGE>
(Form of Reverse Side of Right Certificate -- continued)
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to
exercise the Right Certificate.)
TO: NATIONAL R.V. HOLDINGS, INC.
The undersigned hereby irrevocably elects to exercise
Rights represented by this Right Certificate to purchase the
Preferred Shares issuable upon the exercise of such Rights and
requests that certificates for such Preferred Shares be issued in
the name of:
- ----------------------------------------------------------------
(Please print name and address)
- ----------------------------------------------------------------
Please insert social security or other identifying number:
--------------------
If such number of Rights shall not be all the Rights evidenced by
this Right Certificate, a new Right Certificate for the balance
remaining of such Rights shall be registered in the name of and
delivered to:
_______________________________________________________________
(Please print name and address)
Dated: ______________
__________________________________________________
Signature
Signature Guaranteed:
<PAGE>
<PAGE>
CERTIFICATE
The undersigned hereby certifies by checking the
appropriate boxes that:
(1) the Rights evidenced by this Right Certificate
- --- are --- are not beneficially owned by an Acquiring Person or an
Affiliate or an Associate thereof (as such terms are defined in the
Rights Agreement); and
(2) after due inquiry and to the best knowledge of
the undersigned, the undersigned --- did --- did not acquire the
Rights evidenced by this Right Certificate from any person who is,
was or subsequently became an Acquiring Person or an Affiliate or
Associate of an Acquiring Person.
Dated: ------------------------
-------------------------------------
Signature
<PAGE>
<PAGE>
NOTICE
The signatures in the foregoing Form of Election to
Purchase and Certificate 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.
The signatures in the foregoing Form of Election to
Purchase must be guaranteed by an eligible guarantor as defined in
Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934,
as amended.
In the event the certification set forth above is not
completed, the Company may deem the beneficial owner of the Rights
evidenced by this Right Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as such terms are defined in the
Rights Agreement) and, in the case of an assignment, may affix a
legend to that effect on any Right Certificates issued in exchange
for this Right Certificate.
<PAGE>
<PAGE>
EXHIBIT C
NATIONAL R.V. HOLDINGS, INC.
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK
On August 20, 1996, the Board of Directors of
National R.V. Holdings, Inc. (the "Company") declared a dividend
distribution of one Right for each outstanding share of common
stock, $.01 par value (the "Common Stock"), of the Company to the
holders of record of Common Stock at the close of business on
September 4, 1996 (the "Record Date"). Each Right entitles the
registered holder to purchase from the Company one ten-thousandth
of a share of Series B Junior Participating Preferred Stock, $.01
par value (the "Preferred Shares"), at a price of $30.00 per one
ten-thousandth of a Preferred Share (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement dated as of August 20, 1996 (the
"Rights Agreement"), between the Company and Continental Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common
Stock certificates representing shares then outstanding, and no
separate certificates evidencing Rights (the "Right Certificates")
will be distributed. Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of
affiliated or associated persons (other than the Company, any
subsidiary of the Company, or their employee benefit plans, a
person who acquires his shares in a Sanctioned Tender Offer, as
defined below, and certain other persons) (an "Acquiring Person"),
acquired, or obtained the right to acquire, beneficial ownership of
15% or more of the outstanding shares of Common Stock and (ii) 10
business days (or such later date as may be determined by action of
the Board of Directors) following the commencement of (or the
announcement of an intention to make) a tender offer or exchange
offer (other than a Sanctioned Tender Offer) the consummation of
which would result in the beneficial ownership by a person or group
of 15% or more of the outstanding shares of Common Stock, the
Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common
Stock certificate. The earlier of the dates described in clauses
(i) and (ii) above is referred to as the "Distribution Date." A
"Sanctioned Tender Offer" is a tender or exchange offer for all
outstanding shares of Common Stock at a price and on terms which a
majority of the Board of Directors which are not Acquiring Persons
or affiliates or associates thereof determines to be fair and in
the best interests of the Company and its shareholders, other than
the person making such offer and his affiliates and associates.
<PAGE>
<PAGE>
The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only
with the Common Stock. As long as the Rights are attached to the
Common Stock, the Company will issue one Right with each share of
Common Stock that becomes outstanding so that all outstanding
shares will have attached Rights. Until the Distribution Date (or
earlier redemption or expiration of the Rights), (i) Common Stock
certificates issued after the Record Date upon transfer or new
issuance of Common Stock will contain a notation incorporating the
Rights Agreement by reference and (ii) the surrender for transfer
of any certificates evidencing Common Stock will also constitute
the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following
the Distribution Date, Right Certificates will be mailed to holders
of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution
Date and until all necessary regulatory approvals have been
obtained. The Rights will expire at the earliest of (i) August 19,
2006, (ii) upon consummation of certain approved merger or exchange
transactions as described below, and (iii) upon redemption by the
Company as described below.
In the event that any person becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right
(except as provided below) will thereafter have the right, provided
that all necessary regulatory approvals have been obtained, to
receive upon exercise that number of shares of Common Stock of the
Company having a market value of two times the exercise price of
the Right.
In the event that, at any time following the Distribution
Date, the Company is acquired in a merger or other business
combination transaction, or more than 50% of its assets or earning
power is sold, proper provision shall be made so that each holder
of a Right (except as provided below) will thereafter have the
right to receive, upon the exercise at the then current exercise
price of the Right, that number of shares of common stock of the
acquiring or surviving company having a market value of two times
the exercise price of the Right. The Rights will expire in
connection with a merger or other business combination transaction
following a Sanctioned Tender Offer if shareholders are offered the
same price and form of consideration in the merger or other
business combination transaction as that paid in the Sanctioned
Tender Offer.
Following the occurrence of any of the events described
in the preceding two paragraphs, any Rights that are or (under
certain circumstances specified in the Rights Agreement) were
<PAGE>
<PAGE>
beneficially owned by any Acquiring Person shall immediately become
null and void.
The Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution.
No fractional Preferred Shares other than fractions in
multiples of one ten-thousandth of a share will be issued and, in
lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading date prior
to the date of exercise.
At any time prior to the tenth day following the first
public announcement of the existence of an Acquiring Person, the
Company may redeem the Rights in whole, but not in part, at a price
of $.001 per Right (the "Redemption Price"). Subject to certain
conditions, the Company's right of redemption may be reinstated
after the expiration of the ten-day redemption period if each
Acquiring Person reduces its beneficial ownership to 10% or less of
the outstanding shares of Common Stock in a transaction or series
of transactions not involving the Company or any subsidiary of the
Company. Immediately upon the action of the Board of Directors
ordering the redemption of the Rights (or at such time and date
thereafter as the Board of Directors may specify), the right to
exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
At any time after a person becomes an Acquiring Person
and prior to the acquisition by such Acquiring Person of 50% or
more of the outstanding shares of Common Stock, the Company may,
provided that all necessary regulatory approvals have been
obtained, exchange the Rights (other than Rights beneficially owned
by such Acquiring Person which became null and void), in whole or
in part, for Common Stock at the rate of one share per Right,
subject to adjustment.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company including,
without limitation, the right to vote or to receive dividends.
The provisions of the Rights Agreement may be amended in
any manner prior to the Distribution Date. After the Distribution
Date, the provisions of the Rights Agreement may be amended in
order to cure any ambiguity, defect or inconsistency, to make
changes which do not adversely affect the interests of holders of
Rights (excluding the interest of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement;
provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are
not redeemable.<PAGE>
<PAGE>
A copy of the Rights Agreement is being filed with the
Securities and Exchange Commission as an exhibit to a Registration
Statement on Form 8-A. A copy of the Rights Agreement is available
free of charge from the Company. This summary description of the
Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference.
80006
