SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 23, 1999
RAWLINGS SPORTING GOODS COMPANY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-24450 43-1674348
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
Incorporation)
1859 Intertech Drive, Fenton, Missouri 63026
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 349-5000
_________________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On April 9, 1999, Samuel R. Shapiro ("Shapiro"), Shapiro
Capital Management Company, Inc., a Georgia corporation ("Shapiro
Capital") and The Kaleidoscope Fund, L.P. ("Kaleidoscope," and,
together with Shapiro and Shapiro Capital, collectively the
"Shapiro Parties") filed a Form 13G/A with the Securities and
Exchange Commission (the "SEC") reflecting purchases (the
"Additional Shapiro Purchases") of additional shares of the
Company's Common Stock, par value $.01 per share (the "Common
Stock"), and disclosing that the Shapiro Parties were the
beneficial owners of a total of 1,277,400 shares of Common Stock,
or approximately 16.4% of the outstanding shares of Common Stock.
Based upon information publicly available to the Company,
including reports filed by Bull Run Corporation, a Georgia
corporation ("Bull Run"), and the Shapiro Parties with the SEC
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Company believes that Bull Run is an
Associate (as defined in the Rights Agreement, dated July 1,
1994, between Rawlings Sporting Goods Company, Inc. (the
"Company") and ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent"), as amended (the "Rights Plan")) of Shapiro and
that, unless the Company had taken action to amend the Rights
Plan, based on the number of shares of Common Stock beneficially
owned by Bull Run and the Shapiro Parties, collectively, that the
Shapiro Parties would have become Acquiring Persons under the
Rights Plan and a Stock Acquisition Date (as defined in the
Rights Plan) would have occurred. Bull Run and the Shapiro
Parties assured the Company that any triggering of the Rights
Agreement as a result of the Additional Shapiro Purchases was
inadvertent.
On April 19, 1999, the Board of Directors of the Company
approved a Second Amendment to Rights Agreement to permit the
Board to extend the Distribution Date (as defined in the Rights
Plan) and the date of expiration of the period during which the
Rights may be redeemed under the Rights Plan. The Board also
took action to extend such dates to April 23, 1999 in order to
allow the Company to negotiate a standstill agreement (the
"Shapiro Standstill Agreement") with the Shapiro Parties and to
negotiate an amendment to the Standstill Agreement (the "Bull Run
Amendment"), dated November 21, 1997, between the Company and
Bull Run. At the same time, the Board of Directors also
authorized the Company to amend the Rights Agreement to address
recent decisions in the courts of Delaware that have held
unenforceable "continuing director" or "dead-hand" provisions in
rights agreements which extend certain approval rights to less
than all of the members of the Board of Directors. On April 19,
1999, the Company and the Rights Agent entered into the Second
Amendment to Rights Agreement.
On April 22, 1999, the Board of Directors approved the terms
of the Shapiro Standstill Agreement and the Bull Run Amendment
and authorized the Company to execute a Third Amendment to Rights
Agreement which would (a) prevent a Distribution Date, a
Triggering Event or a Stock Acquisition Date (as such terms are
defined in the Rights Plan) from being deemed to have occurred,
(b) cause neither Bull Run nor the Shapiro Parties nor any of
their Affiliates or Associates (as defined in the Rights Plan) to
be deemed to have become an Acquiring Person (as defined in the
Rights Plan), and (c) provide that no holder of Rights would be
entitled <PAGE> to exercise the Rights, in each case as a result of the
Additional Shapiro Purchases, but only if and for so long as Bull
Run has not breached in any material respect the terms of
Standstill Agreement with the Company as amended by the Bull Run
Amendment.
On April 23, 1999, the Company entered into the Shapiro
Standstill Agreement, the Bull Run Amendment and the Third
Amendment to Rights Agreement.
Copies of the Shapiro Standstill Agreement, the Bull Run
Amendment and the Second and Third Amendments to Rights
Agreements are filed as Exhibits hereto and are incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements of Business Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
4.1 Second Amendment to Rights Agreement, dated
April 19, 1999, between the Company and the
Rights Agent.
4.2 Third Amendment to Rights Agreement, dated April
23, 1999, between Rawlings and Rights Agent.
99.1 Amendment Number One of Standstill Agreement,
dated April 23, 1999, between the Company and
Bull Run.
99.2 Standstill Agreement, dated April 23, 1999,
among the Company and the Shapiro Parties.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
RAWLINGS SPORTING GOODS
COMPANY, INC.
Date: April 30, 1999 By: /s/ Howard B. Keene
Howard B. Keene,
President
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
4.1 Second Amendment to Rights Agreement, dated
April 19, 1999, between the Company and the
Rights Agent.
4.2 Third Amendment to Rights Agreement, dated
April 23, 1999, between Rawlings and Rights
Agent.
99.1 Amendment Number One of Standstill Agreement,
dated April 23, 1999, between the Company and
Bull Run.
99.2 Standstill Agreement, dated April 23, 1999,
among the Company and the Shapiro Parties.
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment to Rights Agreement (the "Amendment")
is entered into as of April 19, 1999, by and between Rawlings
Sporting Goods Company, Inc., a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties to
that certain Rights Agreement dated July 1, 1994, as amended on
November 21, 1997 (the "Agreement");
WHEREAS, the Company desires to amend the Agreement on the
terms and conditions herein set forth and the Company is hereby
directing the Rights Agent to enter into this Amendment in
accordance with Section 26 of the Agreement; and
WHEREAS, the execution and delivery of this Amendment has
been duly authorized by the Board of Directors of the Company.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to
such terms in the Agreement, as amended hereby.
2. Amendments to Agreement.
2.1 Section 1(g) is amended by deleting the definition
of "Continuing Director" and replacing it with
"Intentionally Omitted."
2.2 The first sentence of Section 2(a) of the Rights
Agreement is hereby amended to delete the following words:
"and agent for the beneficial owners of the Rights
(who, in accordance with Section 3 hereof, shall
prior to the Distribution Date also be the holders
of the Common Shares)."
2.3 The first sentence of Section 3(a) is amended and
restated in its entirety to read as follows:
(a) Until the earlier of (i) the close of
business on the tenth day after a Stock Acquisition
Date involving an Acquiring Person, or (ii) the close
of business on the tenth day after the date that a
tender or exchange offer by any person (other than the
Company, any Subsidiary of the Company, any employee
benefit plan of <PAGE> the Company or of any Subsidiary of the
Company, or any Person or entity organized, appointed
or established by the Company for or pursuant to the
terms of any such plan) is first published or sent or
given within the meaning of Rule 14d-2(a) of the
General Rules and Regulations under the Exchange Act,
if upon consummation thereof, such Person would be the
Beneficial Owner of 23.1% or more of the Common Shares
then outstanding, provided that the Board of Directors
may extend by resolution the period referred to in (i)
or (ii) above, to a date which shall not be later than
the date upon which the Company's right of redemption
hereunder has expired (the earlier of (i) and (ii), as
it may be extended, being herein referred to as the
"Distribution Date"), (x) beneficial interests in the
Rights will be evidenced by the certificates for the
Common Shares registered in the names of the holders of
the Common Shares (which certificates for Common Shares
shall be deemed also to be certificates for beneficial
interests in the Rights) and not by separate
certificates, and (y) the Rights and beneficial
interests therein will be transferable only in
connection with the transfer of the underlying Common
Shares (including a transfer to the Company).
2.4 Section 11(a)(ii)(B) is amended by deleting the
words "Continuing Directors" therein and replacing them with
the words "Board of Directors" and by deleting the words
"such members of" at each place they appear therein.
2.5 Section 11(a)(iii) is amended by deleting the
words "Continuing Directors" therein and replacing them
with the words "Board of Directors" at each place they
appear therein.
2.6 Section 11(q) is amended by deleting the words
"Continuing Directors" therein and replacing them with the
words "Board of Directors."
2.7 Section 13(e) is amended by deleting the words
"Continuing Directors" therein and replacing them with the
words "Board of Directors."
2.8 Section 20(c) of the Rights Agreement is hereby
amended by adding the following words to the end of such
section:
"Anything to the contrary notwithstanding, in no
event shall the Rights Agent be liable for
special, punitive, indirect, consequential or
incidental loss or damage of any kind whatsoever
(including but not limited to lost profits), even
if the Rights Agent has been advised of the
likelihood of such loss or damage."
2.7 Section 21 is amended by deleting the words
"Continuing Directors" therein and replacing them with the
words "the Board of Directors."
<PAGE>
2.8 The first sentence of Section 23(a) is amended and
restated in its entirety to read as follows:
(a) The Board of Directors of the Company may, at
its option, at any time prior to the earlier of (i) the
close of business on the tenth day following a Stock
Acquisition Date (or, if the Stock Acquisition Date
shall have occurred prior to the Record Date, the close
of business on the tenth day following the Record Date)
or such later date as the Board of Directors may
determine by resolution, or (ii) the Final Expiration
Date, redeem all but not less than all the then
outstanding Rights at a redemption price of $.01 per
Right, as such amount may be appropriately adjusted to
reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the
"Redemption Price") and the Company may, at its option,
pay the Redemption Price either in Common Shares (based
on the "current market price", as defined in Section
11(d)(i) hereof, of the Common Shares at the time of
redemption) or cash.
2.9 Section 26(a) is amended by deleting the words
"(which lengthening or shortening, following the first
occurrence of an event set forth in clauses (i) and (ii) of
the first proviso to Section 23(a) hereof, shall be
effective only if there are Continuing Directors and shall
require the concurrence of a majority of such Continuing
Directors)" in clause (iii) thereof.
2.10 Section 28 is amended by deleting the words
"(with, where specifically provided for herein, the
concurrence of the Continuing Directors") in the second and
third sentences thereof, and by deleting the words "or the
Continuing Directors" in the third sentence thereof.
2.11 Section 30 is amended by deleting the last
sentence thereof.
2.12 The "Form of Rights Certificate" attached as
Exhibit B to the Agreement is amended by deleting the last
sentence of the sixth paragraph thereof.
3. Reference to and Effect on the Agreement.
3.1 Upon the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement," "hereunder,"
"hereof," and "herein" shall mean and be a reference to the
Agreement as amended hereby.
3.2 Except as specifically amended above, all of the
terms, conditions and covenants of the Agreement shall
remain unaltered and in full force and effect and shall be
binding upon the parties thereto in all respects and are
hereby ratified and confirmed.
<PAGE>
4. Choice of Law. This Amendment shall be construed in
accordance with the internal laws (and not the law of conflicts)
of the State of Delaware, but giving effect to applicable federal
laws.
5. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above
written.
RAWLINGS SPORTING GOODS
COMPANY, INC.
By: /s/ Stephen M. O'Hara
Name: Stephen M. O'Hara
Title: Chairman/CEO
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Jane A. Marten
Name: Jane A. Marten
Title: Assistant Vice President
THIRD AMENDMENT TO RIGHTS AGREEMENT
This Third Amendment to Rights Agreement (the "Amendment")
is entered into as of April 23, 1999, by and between Rawlings
Sporting Goods Company, Inc., a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties to
that certain Rights Agreement dated July 1, 1994, as amended on
November 21, 1997, and April 19, 1999 (the "Agreement");
WHEREAS, the Company desires to amend the Agreement on the
terms and conditions herein set forth and the Company is hereby
directing the Rights Agent to enter into this Amendment in
accordance with Section 26 of the Agreement; and
WHEREAS, the execution and delivery of this Amendment has
been duly authorized by the Board of Directors of the Company.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to
such terms in the Agreement, as amended hereby.
2. Amendments to Agreement.
2.1 Section 1 is amended by adding thereto a new
subsection (s) which shall read as follows:
"Bull Run" shall mean Bull Run Corporation, a
Georgia corporation.
2.2 Section 1 is amended by adding thereto a new
subsection (t) which shall read as follows:
"Shapiro" shall mean Shapiro Capital Management
Company, Inc., Samuel R. Shapiro and The Kaleidoscope
Fund, L.P., individually and collectively.
2.2 A new Section 34 shall be added to the Rights
Agreement which shall read as follows:
Section 34. Exception. Notwithstanding any
provision of this Agreement to the contrary, neither a
Distribution Date, Triggering Event nor a Stock
<PAGE>
Acquisition Date shall be deemed to have occurred,
neither Bull Run nor Shapiro nor any of their
Affiliates or Associates shall be deemed to have become
an Acquiring Person, and no holder of any Rights shall
be entitled to exercise such Rights under, or be
entitled to any rights pursuant to, any of Sections
3(a), 7(a), 11(a) or 13 of this Agreement, as a result
of the purchases of Common Shares disclosed in the
Schedule 13G/A, dated April 9, 1999, filed by Shapiro
with the Securities and Exchange Commission, but only
if and for so long as Bull Run has not breached in any
material respect, as determined in good faith by the
Board of Directors of the Company, the terms of its
Standstill Agreement with the Company (as the same may
be amended from time to time). Unless and until the
Rights Agent shall have received written notice to the
contrary from the Company, the Rights Agent shall be
fully protected and incur no liability in always
assuming that neither Bull Run nor Shapiro nor any of
their Affiliates or Associates are Acquiring Persons.
3. Reference to and Effect on the Agreement.
3.1 Upon the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement," "hereunder,"
"hereof," and "herein" shall mean and be a reference to the
Agreement as amended hereby.
3.2 Except as specifically amended above, all of the
terms, conditions and covenants of the Agreement shall
remain unaltered and in full force and effect and shall be
binding upon the parties thereto in all respects and are
hereby ratified and confirmed.
4. Choice of Law. This Amendment shall be construed in
accordance with the internal laws (and not the law of conflicts)
of the State of Delaware, but giving effect to applicable federal
laws.
5. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
6. Counterparts. This Amendment may be executed in one or
more counterparts each of which when so executed and delivered
will be deemed an original but all of which will constitute one
and the same Amendment.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above
written.
RAWLINGS SPORTING GOODS
COMPANY, INC.
By: /s/ Stephen M. O'Hara
Name: Stephen M. O'Hara
Title: Chairman/CEO
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Jane A. Marten
Name: Jane A. Marten
Title: Assistant Vice President
AMENDMENT NUMBER ONE
TO
STANDSTILL AGREEMENT
THIS AMENDMENT NUMBER ONE TO STANDSTILL AGREEMENT (this
"Amendment") is made and entered into as of April, 23, 1999 by
and between Rawlings Sporting Goods Company, Inc., a Delaware
corporation (the "Company"), and Bull Run Corporation, a Georgia
corporation ("Bull Run").
BACKGROUND:
The Company and Bull Run are parties to a certain Standstill
Agreement dated as of November 21, 1997 (the "Standstill
Agreement"). On April 9, 1999, Samuel R. Shapiro, Shapiro
Capital Management Company, Inc. and The Kaleidoscope Fund, L.P.
(collectively, "Shapiro") filed a Schedule 13G/A with the
Securities and Exchange Commission (the "SEC") reflecting
purchases (the "Additional Shapiro Purchases") of additional
shares of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), and disclosing that Shapiro was the
Beneficial Owner of a total of 1,277,400 shares of the Common
Stock, or 16.4% of the outstanding shares of the Common Stock.
Based upon information publicly available to the Company,
including reports filed by Bull Run and Shapiro with the SEC
under the federal securities laws, the Company believes that Bull
Run is an Associate of Shapiro, and that, unless the Company
takes action to amend the Rights Agreement, based on the number
of shares of Common Stock Beneficially Owned by Bull Run and
Shapiro collectively, that Shapiro has or will become an
Acquiring Person under the Rights Plan and that a Stock
Acquisition Date (as defined in the Rights Plan) has occurred or
will occur.
Both the Company and Bull Run desire to amend the Standstill
Agreement and the Rights Plan to reflect their mutual agreements
and understandings with respect thereto as set forth herein.
AGREEMENT:
IN CONSIDERATION OF the foregoing, the mutual covenants and
agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Definitions. Unless otherwise defined in this
Amendment, capitalized terms shall have the respective meanings
ascribed to such terms in the Standstill Agreement.
2. Amendment of Definition of "Percentage Limitation".
The definition of "Percentage Limitation" contained in Section
1.1 of the Standstill Agreement is hereby amended by the deletion
thereof in its entirety and the substitution of the following in
lieu thereof:
"'Percentage Limitation' shall mean 10.7% of the
total number of shares of the Common Stock
outstanding from time to time, or such lesser
percentage as Bull Run may own from time to time,
but in no event less than 10.1% (the computation
of the Percentage Limitation shall not include any
shares of the Common Stock issuable or issued upon
the exercise of the Warrants or issuable upon
conversion or exercise of any other outstanding
convertible or exchangeable securities)."
<PAGE>
3. Amendment of Section 3.4. Section 3.4 of the
Standstill Agreement is hereby amended by adding the following
new clause (c) at the end thereof:
"and (c) for the slate of directors nominated by
the Board of Directors of the Company at the
Annual Meeting of Stockholders to be held in
January 2000 or at any adjournment or postponement
thereof"
4. New Article 3A. The Standstill Agreement is hereby
amended by adding the following new Article 3A, which will follow
Article 3 and precede Article 4 of the Standstill Agreement:
ARTICLE 3A
CERTAIN CONTROL TRANSACTIONS
Section 3A.1 Bull Run Participation. In
the event that the Board of Directors of the
Company (or any committee of the Board of
Directors of the Company) shall determine (i) to
initiate any process to explore strategic
alternatives available to the Company that could
reasonably be expected to lead to a Control
Transaction, including without limitation by
directing the officers, advisors or agents of the
Company (including an investment banking firm) to
find or negotiate with a third party regarding a
Control Transaction or (ii) to enter into an
agreement with any Person other than Bull Run with
regard to a Control Transaction, the Company shall
afford Bull Run the opportunity to participate in
such process on the same basis as any other
Person.
Section 3A.2 Bull Run Tender. In the event
that (i) the Board of Directors of the Company (or
any committee of the Board of Directors of the
Company) shall determine to engage in, and
recommends, a Control Transaction within one year
following the date of this Amendment, (ii) the
provisions of Section 3A.1 have been complied with
in respect of such Control Transaction and
(iii) Bull Run has not indicated a willingness to
make a proposal, within a reasonable time after
the Board determination or recommendation referred
to in clause (i) above, that would result in a
higher value to the stockholders of the Company
than the Board recommended Control Transaction,
then Bull Run shall (a) vote all of its shares of
Common Stock in favor of such Control Transaction
and (b) sell all of its shares of Common Stock in
such Control Transaction. Nothing in this Article
3A is intended to or shall provide Bull Run with
any contractual rights of "first refusal" or "last
look."
5. Bull Run Willingness to Make Proposal. The Company
acknowledges and agrees that if Bull Run indicates to the Board
of Directors of the Company (or a committee thereof) its
willingness to make a proposal to acquire the Company, the
indication of such interest by Bull Run shall not be deemed to be
a violation of the Standstill Agreement, as hereby amended.
6. Amendment of Rights Plan. Simultaneously with the
execution and delivery of this Amendment, the Company shall enter
into an amendment to the Rights Plan substantially in the form
set forth in Exhibit A.
<PAGE>
7. Expenses. Bull Run will reimburse the Company for up
to $25,000 of all documented reasonable legal fees and expenses
incurred by the Company solely in connection with the preparation
and negotiation of this Amendment and the action taken to prevent
the Rights (as defined in the Rights Plan) from being triggered
as a result of the Additional Shapiro Purchases, including
without limitation the amendments of the Rights Plan for such
purpose.
8. Paul Martin Shares. Bull Run agrees that it will not
purchase any additional shares of Common Stock that Bull Run had
a right to acquire from Paul E. Martin ("Martin"). Bull Run
further agrees that on or before July 1, 1999, Bull Run will
sell, in the open market, 30,000 shares of the Common Stock, such
number being equal to the number of shares acquired by Bull Run
from Martin.
9. Bull Run Representations. Bull Run hereby represents
to the Company that as of the date of this Amendment, (i) Bull
Run Beneficially Owns an aggregate of 836,500 shares of the
Common Stock, which number includes 30,000 shares of the Common
Stock purchased from Martin pursuant to the Martin Agreement and
(ii) Robert S. Prather, Jr. Beneficially Owns 3,200 shares of the
Common Stock, which number does not include any of the 836,500
shares of the Common Stock owned directly by Bull Run and of
which he may be deemed to have indirect Beneficial Ownership by
virtue of his relationship with Bull Run and of which he
disclaims Beneficial Ownership.
10. Miscellaneous. This Amendment shall be governed by the
laws of the State of Georgia, without regard to conflict or
choice of laws principles. The invalidity or unenforceability of
any provision of this Amendment in any jurisdiction will not
affect the validity or enforceability of the remainder hereof in
that jurisdiction or the validity or enforceability of this
Amendment, including that provision, in any other jurisdiction.
To the extent permitted by Applicable Law, each Party hereby
waives any provision of Applicable Law that renders any provision
hereof prohibited or unenforceable in any respect. If any
provision of this Agreement is held to be unenforceable for any
reason, it shall be adjusted rather than voided, if possible, in
order to achieve the intent of the Parties to the extent
possible. This Amendment may be executed in one or more
counterparts, each of which when so executed and delivered will
be deemed an original but all of which will constitute one and
the same Amendment. Except as amended hereby, all of the terms
and provisions of the Standstill Agreement shall remain in full
force and effect.
[Signatures On Following Page]
<PAGE>
IN WITNESS WHEREOF, the Company and Bull Run have caused
their respective duly authorized officers to execute this
Amendment as of the day and year first above written.
RAWLINGS SPORTING GOODS
COMPANY, INC.
By: /s/ Stephen M. O'Hara
Name: Stephen M. O'Hara
Title: Chairman/CEO
BULL RUN CORPORATION
By: /s/ Robert S. Prather, Jr.
Name: Robert S. Prather, Jr.
Title: President & CEO
<PAGE>
EXHIBIT A
THIRD AMENDMENT TO RIGHTS AGREEMENT
This Third Amendment to Rights Agreement (the "Amendment")
is entered into as of April 23, 1999, by and between Rawlings
Sporting Goods Company, Inc., a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties to
that certain Rights Agreement dated July 1, 1994, as amended on
November 21, 1997, and April 19, 1999 (the "Agreement");
WHEREAS, the Company desires to amend the Agreement on the
terms and conditions herein set forth and the Company is hereby
directing the Rights Agent to enter into this Amendment in
accordance with Section 26 of the Agreement; and
WHEREAS, the execution and delivery of this Amendment has
been duly authorized by the Board of Directors of the Company.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to
such terms in the Agreement, as amended hereby.
2. Amendments to Agreement.
2.1 Section 1 is amended by adding thereto a new
subsection (s) which shall read as follows:
"Bull Run" shall mean Bull Run Corporation, a
Georgia corporation.
2.2 Section 1 is amended by adding thereto a new
subsection (t) which shall read as follows:
"Shapiro" shall mean Shapiro Capital Management
Company, Inc., Samuel R. Shapiro and The Kaleidoscope
Fund, L.P., individually and collectively.
2.2 A new Section 34 shall be added to the Rights
Agreement which shall read as follows:
Section 34. Exception. Notwithstanding any
provision of this Agreement to the contrary, neither a
Distribution Date, Triggering Event nor a Stock
<PAGE>
Acquisition Date shall be deemed to have occurred,
neither Bull Run nor Shapiro nor any of their
Affiliates or Associates shall be deemed to have become
an Acquiring Person, and no holder of any Rights shall
be entitled to exercise such Rights under, or be
entitled to any rights pursuant to, any of Sections
3(a), 7(a), 11(a) or 13 of this Agreement, as a result
of the purchases of Common Shares disclosed in the
Schedule 13G/A, dated April 9, 1999, filed by Shapiro
with the Securities and Exchange Commission, but only
if and for so long as Bull Run has not breached in any
material respect, as determined in good faith by the
Board of Directors of the Company, the terms of its
Standstill Agreement with the Company (as the same may
be amended from time to time). Unless and until the
Rights Agent shall have received written notice to the
contrary from the Company, the Rights Agent shall be
fully protected and incur no liability in always
assuming that neither Bull Run nor Shapiro nor any of
their Affiliates or Associates are Acquiring Persons.
3. Reference to and Effect on the Agreement.
3.1 Upon the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement," "hereunder,"
"hereof," and "herein" shall mean and be a reference to the
Agreement as amended hereby.
3.2 Except as specifically amended above, all of the
terms, conditions and covenants of the Agreement shall
remain unaltered and in full force and effect and shall be
binding upon the parties thereto in all respects and are
hereby ratified and confirmed.
4. Choice of Law. This Amendment shall be construed in
accordance with the internal laws (and not the law of conflicts)
of the State of Delaware, but giving effect to applicable federal
laws.
5. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
6. Counterparts. This Amendment may be executed in one or
more counterparts each of which when so executed and delivered
will be deemed an original but all of which will constitute one
and the same Amendment.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above
written.
RAWLINGS SPORTING GOODS
COMPANY, INC.
By: /s/ Stephen M. O'Hara
Name: Stephen M. O'Hara
Title: Chairman/CEO
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Jane A. Marten
Name: Jane A. Marten
Title: Assistant Vice President
STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT (this "Agreement") is made and
entered into as of April 23, 1999 by and between Rawlings
Sporting Goods Company, Inc., a Delaware corporation (the
"Company"), Samuel R. Shapiro ("Shapiro"), Shapiro Capital
Management Company, Inc., a Georgia corporation ("Shapiro
Capital") and The Kaleidoscope Fund, L.P. ("Kaleidoscope").
BACKGROUND:
On April 9, 1999, Shapiro, Shapiro Capital and Kaleidoscope
filed a Form 13G/A with the Securities and Exchange Commission
(the "SEC") reflecting purchases (the "Additional Shapiro
Purchases") of additional shares of the Company's Common Stock,
par value $.01 per share (the "Common Stock"), and disclosing
that Shapiro, Shapiro Capital and Kaleidoscope were the
beneficial owners of a total of 1,277,400 shares of Common Stock,
or 16.4% of the outstanding shares of Common Stock. Based upon
information publicly available to the Company, including reports
filed by Bull Run Corporation, a Georgia corporation ("Bull
Run"), Shapiro, Shapiro Capital and Kaleidoscope with the SEC
under the Exchange Act, the Company believes that Bull Run is an
Associate (as defined in the Rights Plan) of Shapiro and that,
unless the Company takes action to amend the Rights Agreement,
dated July 1, 1994, between the Company and ChaseMellon
Shareholder Services, L.L.C., as amended (the "Rights Plan"),
based on the number of shares of Common Stock beneficially owned
by Bull Run, Shapiro, Shapiro Capital and Kaleidoscope,
collectively, that Shapiro, Shapiro Capital and Kaleidoscope have
or will become Acquiring Persons under the Rights Plan and that a
Stock Acquisition Date (as defined in the Rights Plan) has
occurred or will occur.
The Company, Shapiro Capital, Shapiro and Kaleidoscope
desire to enter into this Standstill Agreement and to amend the
Rights Plan to reflect their mutual agreements and understandings
with respect thereto as set forth herein.
AGREEMENT:
IN CONSIDERATION OF the foregoing, the mutual covenants and
agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
ARTICLE 1.
DEFINITIONS AND CONSTRUCTION
Section 1.1. Certain Definitions. As used in this
Agreement, the following terms shall have the meanings specified
below:
"Affiliate" shall have the meaning set forth in Rule 12b-2
of the General Rules and Regulations under the Exchange Act;
provided, however, that, for purposes of this Agreement, Bull Run
shall not be deemed an Affiliate of Shapiro, Shapiro Capital or
Kaleidoscope.
<PAGE>
"Beneficial Owner" (including, with its correlative
meanings, "Beneficially Own" and "Beneficial Ownership"), with
respect to any securities, shall mean any Person which has, or
any of whose Affiliates has, directly or indirectly, "beneficial
ownership" of (as determined pursuant to Rule 13d-3 of the
General Rules and Regulations of the Exchange Act as in effect on
the date hereof) such securities.
"Control Transaction" shall mean an agreement by the Company
to be a party to (a) any consolidation or merger of the Company
in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Company's Common
Stock would be converted into cash, securities or other property,
other than a merger of the Company in which the holders of the
Company's Common Stock immediately prior to the merger have the
same proportionate ownership of common stock of the surviving
corporation immediately after the merger or (b) any sale, lease,
exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, the Common
Stock or assets of the Company.
"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
"Group" shall mean any group within the meaning of Section
13(d)(3) of the Exchange Act as in effect on the date hereof.
Section 1.2. Interpretation and Construction of this
Agreement. The definitions in Section 1.1 shall apply equally to
both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words
"include," "includes" and "including" shall be deemed to be
followed by the phrase "without limitation." All references
herein to Articles, Sections and Schedules shall be deemed to be
references to Articles and Sections of, and Schedules to, this
Agreement unless the context shall otherwise require. The
headings of the Articles and Sections are inserted for
convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.
Unless the context shall otherwise require or provide, any
reference to any agreement or other instrument or statute or
regulation is to such agreement, instrument, statute or
regulation as amended and supplemented from time to time (and, in
the case of a statute or regulation, to any successor provision).
ARTICLE 2.
STANDSTILL PROVISIONS AND AGREEMENT TO DIVEST
Section 2.1 Acquisition Restrictions. Shapiro, Shapiro
Capital and Kaleidoscope agree that they will not, directly or
indirectly, acquire, offer to acquire, or agree to acquire, by
purchase or otherwise, Beneficial Ownership of any additional
shares of Common Stock on and following the date of this
Agreement.
Section 2.2 Agreement to Divest. Shapiro, Shapiro
Capital and Kaleidoscope agree that they will sell into the open
market, over a period of (4) four months, at least 305,000 shares
of Common Stock.
<PAGE>
Section 2.3 Tender and Vote Obligation. In the event
that (i) the Board of Directors of the Company (or any committee
of the Board of Directors of the Company) shall determine to
engage in, and recommends, a Control Transaction, then Shapiro,
Shapiro Capital and Kaleidoscope will vote all of the shares of
Common Stock they are entitled to vote in favor of such Control
Transaction and (b) sell all of their shares of Common Stock in
such Control Transaction, provided that this Section 2.3 will not
prohibit Shapiro, Shapiro Capital and Kaleidoscope from selling
shares of Common Stock into the open market prior to the
consummation of any such Control Transaction.
Section 2.4. Other Standstill Covenants. Except as
required or contemplated by Section 2.3 hereof, Shapiro, Shapiro
Capital and Kaleidoscope agree that they will not, and they will
cause each of their respective Affiliates not to, directly or
indirectly, alone or in concert with others, take any of the
actions set forth below:
(a) effect, seek, offer, propose (whether publicly or
otherwise) or cause or participate in, or assist any other
Person to effect, seek, offer or propose (whether publicly
or otherwise) or participate in:
(i) any acquisition of Beneficial Ownership of
Common Stock or other equity interests in the Company
which would result in a breach of Section 2.1 of this
Agreement;
(ii) any tender or exchange offer, merger,
consolidation, share exchange or business combination
involving the Company or any material portion of its
business or any purchase of all or any substantial part
of the assets of the Company;
(iii) any recapitalization, restructuring,
liquidation, dissolution or other extraordinary
transaction with respect to the Company or any material
portion of its business; or
(iv) any "solicitation" of "proxies" (as such
terms are used in the proxy rules of the SEC) with
respect to the Company or any action resulting in such
Person becoming a "participant" in any "election
contest" (as such terms are used in the proxy rules of
the SEC) with respect to the Company;
(b) propose any matter for submission to a vote of
stockholders of the Company;
(c) form, join or participate in a Group with respect
to the Common Stock (other than any Group whose members
consist solely of Shapiro, Shapiro Capital, Kaleidoscope and
any of their Affiliates);
(d) grant any proxy with respect to the Common Stock
to any Person not designated by the Company;
<PAGE>
(e) deposit any Common Stock in a voting trust or
subject any Common Stock to any arrangement or agreement
with respect to the Voting of such Common Stock or other
agreement having similar effect;
(f) execute any written stockholder consent with
respect to the Company;
(g) take any other action to seek to affect the
control of the management or Board of Directors of the
Company; or
(h) enter into any discussions, negotiations,
arrangements or understandings with any Person other than
the Company, Shapiro, Shapiro Capital, Kaleidoscope and
their respective Affiliates, directors, officers, employees,
agents or advisors with respect to any of the foregoing, or
advise, assist, encourage or seek to persuade others to take
any action with respect to any of the foregoing.
ARTICLE 3.
VOTING PROVISIONS
Section 3.1. Voting of the Common Stock. Shapiro, Shapiro
Capital and Kaleidoscope will vote all of the shares of Common
Stock they are entitled to vote "for" the slate of directors
nominated by the Board of Directors of the Company at the next
Annual Meeting of Stockholders of the Company to be held in
January 2000 or at any adjournment or postponement thereof.
ARTICLE 4.
TERM AND TERMINATION
Section 4.1. Term. The provisions of this Agreement shall
terminate on the date one year from the date hereof.
Section 4.2. Termination by Shapiro, Shapiro Capital and
Kaleidoscope. The provisions of this Agreement shall terminate
in the event of a breach by the Company of any of the terms of
this Agreement, if the Company fails to cure such material breach
within fifteen (15) days after its receipt of notice of such
breach from Shapiro, Shapiro Capital and Kaleidoscope.
Section 4.3. Termination by the Company and Option to
Purchase Shares. In the event of a material breach by Shapiro,
Shapiro Capital or Kaleidoscope of any of the terms of this
Agreement, if Shapiro, Shapiro Capital or Kaleidoscope fails to
cure such breach within fifteen (15) days after its receipt of
notice of such breach from the Company, the Company, at its
option, may within five (5) days after the lapse of such 15 day
period (such five day period referred to herein as the "Exercise
Period") (i) terminate the provisions of this Agreement by
providing notice of termination to Shapiro, Shapiro Capital and
Kaleidoscope, (ii) exercise the option to purchase for cash all
of the Common Stock then held by Shapiro, Shapiro Capital,
Kaleidoscope and their respective Affiliates at a 20% discount to
the last reported sales price of the Company's Common Stock on
the date (the "Option Date") of the expiration of the fifteen day
period described above, or (iii) undertake both (i) and (ii),
above. The Company may exercise the option described in <PAGE> clause
(ii) above during the Exercise Period by providing Shapiro,
Shapiro Capital and Kaleidoscope with notice of exercise, at
which time Shapiro, Shapiro Capital and Kaleidoscope shall
promptly deliver to the Company a statement of the number of
shares of Common Stock held by them and their respective
Affiliates, and the Company shall deliver payment to Shapiro,
Shapiro Capital and Kaleidoscope against delivery of the
certificates for such shares within ten (10) days after receipt
of such statement. The Company's option set forth in this
Section 4.3 shall expire at 5:00 p.m. Central Time on the last
day of the Exercise Period.
ARTICLE 5.
AMENDMENT OF RIGHTS PLAN
Section 5.1. Amendment of Rights Plan. Simultaneously
with the execution and delivery of this Agreement, the Company
shall enter into an amendment to the Rights Plan substantially in
the form set forth in Exhibit A.
ARTICLE 6.
MISCELLANEOUS PROVISIONS
Section 6.1. Expenses. Shapiro, Shapiro Capital and
Kaleidoscope shall, jointly and severally, reimburse the Company
for up to $25,000 of all documented reasonable legal fees and
expenses incurred by the Company solely in connection with the
preparation and negotiation of this Agreement and the Amendment
of Standstill Agreement, by and between the Company and Bull Run,
and the actions taken to prevent the Rights (as defined in the
Rights Plan) from being triggered as a result of the Additional
Shapiro Purchases, including without limitation the amendments of
the Rights Plan for such purpose, but only to the extent such
fees and expenses exceed $25,000.
Section 6.2. Press Releases. Unless required by
applicable law, Shapiro, Shapiro Capital and Kaleidoscope will
not, and they will cause their respective Affiliates to not, make
any press release, public announcement or other communication
with respect to this Agreement and the effect of the Additional
Shapiro Purchases under the Rights Plan, without the prior
written consent of the Chairman of the Board of the Company, it
being understood that Shapiro, Shapiro Capital and Kaleidoscope
may have to file a Statement on Schedule 13D (a "Schedule 13D")
with the SEC with respect to their ownership of Common Stock and
this Agreement, and they agree to provide any draft of such
Schedule 13D to the Company and its counsel for review and
comment prior to its filing.
Section 6.3. Notices. All notices and other
communications required or permitted by this Agreement shall be
made in writing and shall be deemed delivered when delivered in
person, transmitted by facsimile, or three days after it has been
sent by mail, as follows:
<PAGE>
The Company: Rawlings Sporting Goods Company, Inc.
1859 Intertech Drive
Fenton, Missouri 63026
Attn: Mr. Stephen O'Hara
Facsimile No.: (314) 349-3598
with a copies to: Stinson, Mag & Fizzell, P.C.
1201 Walnut, Suite 2800
P.O. Box 419251
Kansas City, Missouri 64141-6251
Attn: Craig L. Evans, Esq.
Facsimile No.: (816) 691-3495
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
P.O. Box 636
Wilmington, DE 19899-0636
Attn: Richard L. Easton, Esq.
Facsimile No.: (302) 651-3001
Shapiro, Shapiro Shapiro Capital Management, Inc.
Capital and 3060 Peachtree Road N.W.
Kaleidoscope: Atlanta, GA 30305
Attn: Mr. Samuel R. Shapiro
Facsimile No.: (404) 842-9601
with a copy to: Gardner, Carton & Douglas
Quaker Tower, Suite 3400
321 North Clark Street
Chicago, IL 60610-4795
Attn: Charles R. Manzoni, Jr., Esq.
Facsimile No.: (312) 644-3381
The Parties shall promptly notify each other in the manner
provided in this Section 6.3 of any change in their respective
addresses. A notice of change of address shall not be deemed to
have been given until received by the addressee. Communications
by telecopier also shall be sent concurrently by mail, but shall
in any event be effective as stated above.
Section. 6.4. Assignment. No Party will assign this
Agreement or any rights, interests or obligations hereunder, or
delegate performance of any of its obligations hereunder, without
the prior written consent of each other Party.
Section 6.5. Entire Agreement. This Agreement, including
the Exhibits attached hereto, embodies the entire agreement and
understanding of the Parties in respect of the subject matter
contained herein, provided that this provision shall not abrogate
any other written agreement <PAGE> between the Parties executed
simultaneously with this Agreement. This Agreement supersedes
all prior agreements and understandings between the Parties with
respect to such subject matter.
Section 6.6. Waiver, Amendment, etc. This Agreement may
not be amended or supplemented, and no waivers of or consents to
departures from the provisions hereof shall be effective, unless
set forth in a writing signed by, and delivered to, all the
Parties. No failure or delay of any Party in exercising any
power or right under this Agreement will operate as a waiver
thereof, nor will any single or partial exercise of any right or
power, or any abandonment or discontinuance of steps to enforce
such right or power, preclude any other or further exercise
thereof or the exercise of any other right or power.
Section 6.7. Binding Agreement; No Third Party
Beneficiaries. This Agreement will be binding upon and inure to
the benefit of the Parties and their successors and permitted
assigns. Nothing expressed or implied herein is intended or will
be construed to confer upon or to give to any third party any
rights or remedies by virtue hereof.
Section 6.8. Governing Law. This Agreement shall be
governed by the laws of the State of Delaware, without regard to
conflict or choice of laws principles.
Section 6.9. Severability. The invalidity or
unenforceability of any provision hereof in any jurisdiction will
not affect the validity or enforceability of the remainder hereof
in that jurisdiction or the validity or enforceability of this
Agreement, including that provision, in any other jurisdiction.
To the extent permitted by applicable law, each Party waives any
provision of applicable law that renders any provision hereof
prohibited or unenforceable in any respect. If any provision of
this Agreement is held to be unenforceable for any reason, it
shall be adjusted rather than voided, if possible, in order to
achieve the intent of the Parties to the extent possible.
Section 6.10. Counterparts. This Agreement may be executed
in one or more counterparts each of which when so executed and
delivered will be deemed an original but all of which will
constitute one and the same Agreement.
Section 6.11. Remedies. In addition to any other remedies
which may be available to the Company (including any remedies
which the Company may have at law or in equity): Shapiro, Shapiro
Capital and Kaleidoscope agree that the Company shall have no
obligation to honor transfers of Common Stock to Shapiro, Shapiro
Capital or Kaleidoscope or any of their Affiliates which would
cause any of Shapiro, Shapiro Capital and Kaleidoscope and their
Affiliates to Beneficially Own Common Stock in violation of this
Agreement, any such transfers shall be void and of no effect, and
the Company shall be entitled to instruct any transfer agent or
agents to refuse to honor such transfers.
<PAGE>
IN WITNESS WHEREOF, the Company Shapiro Capital and
Kaleidoscope have caused their respective duly authorized
officers to execute this Agreement and Shapiro has executed this
Agreement as of the day and year first above written.
RAWLINGS SPORTING GOODS
COMPANY, INC.
By: /s/ Stephen M. O'Hara
Name: Stephen M. O'Hara
Title: Chairman/CEO
SHAPIRO CAPITAL MANAGEMENT,
INC.
By: /s/ Samuel R. Shapiro
Name: Samuel R. Shapiro
Title: President
/s/ Samuel R. Shapiro
Samuel R. Shapiro
THE KALEIDOSCOPE FUND, L.P.
By: /s/ Samuel R. Shapiro
Name: Samuel R. Shapiro
Title: President
<PAGE>
THIRD AMENDMENT TO RIGHTS AGREEMENT
This Third Amendment to Rights Agreement (the "Amendment")
is entered into as of April 23, 1999, by and between Rawlings
Sporting Goods Company, Inc., a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties to
that certain Rights Agreement dated July 1, 1994, as amended on
November 21, 1997, and April 19, 1999 (the "Agreement");
WHEREAS, the Company desires to amend the Agreement on the
terms and conditions herein set forth and the Company is hereby
directing the Rights Agent to enter into this Amendment in
accordance with Section 26 of the Agreement; and
WHEREAS, the execution and delivery of this Amendment has
been duly authorized by the Board of Directors of the Company.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to
such terms in the Agreement, as amended hereby.
2. Amendments to Agreement.
2.1 Section 1 is amended by adding thereto a new
subsection (s) which shall read as follows:
"Bull Run" shall mean Bull Run Corporation, a
Georgia corporation.
2.2 Section 1 is amended by adding thereto a new
subsection (t) which shall read as follows:
"Shapiro" shall mean Shapiro Capital Management
Company, Inc., Samuel R. Shapiro and The Kaleidoscope
Fund, L.P., individually and collectively.
2.2 A new Section 34 shall be added to the Rights
Agreement which shall read as follows:
Section 34. Exception. Notwithstanding any
provision of this Agreement to the contrary, neither a
Distribution Date, Triggering Event nor a Stock
<PAGE>
Acquisition Date shall be deemed to have occurred,
neither Bull Run nor Shapiro nor any of their
Affiliates or Associates shall be deemed to have become
an Acquiring Person, and no holder of any Rights shall
be entitled to exercise such Rights under, or be
entitled to any rights pursuant to, any of Sections
3(a), 7(a), 11(a) or 13 of this Agreement, as a result
of the purchases of Common Shares disclosed in the
Schedule 13G/A, dated April 9, 1999, filed by Shapiro
with the Securities and Exchange Commission, but only
if and for so long as Bull Run has not breached in any
material respect, as determined in good faith by the
Board of Directors of the Company, the terms of its
Standstill Agreement with the Company (as the same may
be amended from time to time). Unless and until the
Rights Agent shall have received written notice to the
contrary from the Company, the Rights Agent shall be
fully protected and incur no liability in always
assuming that neither Bull Run nor Shapiro nor any of
their Affiliates or Associates are Acquiring Persons.
3. Reference to and Effect on the Agreement.
3.1 Upon the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement," "hereunder,"
"hereof," and "herein" shall mean and be a reference to the
Agreement as amended hereby.
3.2 Except as specifically amended above, all of the
terms, conditions and covenants of the Agreement shall
remain unaltered and in full force and effect and shall be
binding upon the parties thereto in all respects and are
hereby ratified and confirmed.
4. Choice of Law. This Amendment shall be construed in
accordance with the internal laws (and not the law of conflicts)
of the State of Delaware, but giving effect to applicable federal
laws.
5. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
6. Counterparts. This Amendment may be executed in one or
more counterparts each of which when so executed and delivered
will be deemed an original but all of which will constitute one
and the same Amendment.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above
written.
RAWLINGS SPORTING GOODS
COMPANY, INC.
By: /s/ Stephen M. O'Hara
Name: Stephen M. O'Hara
Title: Chairman/CEO
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Jane A. Marten
Name: Jane A. Marten
Title: Assistant Vice President
