SECURITIES AND EXCHANGE COMMISSTION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Commission File Number 0-19687
Date of Report (date of earliest event reported):
May 18, 2000
Synalloy Corporation
(Exact name of registrant as specified in charter)
Delaware 57-0426694
State of Incorporation (IRS Employer Identification Number)
Post Office Box 5627
Spartanburg, South Carolina 29304
(Address of principal executive offices)
Registrant's telephone number, including area code: (864) 585-3605
Item 5. Other Events.
1. On May 18, 2000, the Board of Directors of the Company approved
the form of an amendment (the "Amendment") to be effective May 22, 2000,
to its Rights Agreement dated as of February 4, 1999 (as amended, the
"Rights Agreement"), between the Company and American Stock Transfer &
Trust Company, a state banking association (the "Rights Agent"). The
Amendment provided that a person becomes an Acquiring Person (as defined in
the Rights Agreement (upon becoming the beneficial owner of fifteen percent
(15%) or more of the outstanding common stock of the Company; that a
Distribution Date (as defined therein) occurs upon the commencing of a
tender or exchange offer for fifteen percent (15%) or more of the
outstanding common stock of the Company; and that a person may be declared
an Adverse Person (as defined therein) upon becoming the beneficial owner
of fifteen percent (15%) or more of the outstanding common stock of the
Company. In addition, the Amendment removes the concept of "Continuing
Directors" and provides that actions with respect to the Rights, including
redemption and termination, shall be by action of the Board of Directors.
A copy of the form of the Amendment is attached as an Exhibit to this
Form 8-K.
2. On May 18, 2000, the Board of Directors voted to amend the
Company's Bylaws to (i) provide a procedure of setting a record date for
actions by written consent of shareholders and (ii) address the calling of
a special meeting of shareholders.
A copy of the Bylaw Amendments are attached as an Exhibit to this
Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
4. Amendment No. 2 to Rights Agreement with attachments.
3(ii). Amendment to Bylaws.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed by the
undersigned hereunto duly authorized.
SYNALLOY CORPORATION
(Registrant)
By: /s/ James G. Lane, Jr.
Name: James G. Lane, Jr.
Title:Chairman and Chief Executive Officer
Dated: May 19, 2000
EXHIBIT 4
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2 to the Rights Agreement, dated as of May 18, 2000
(the "Agreement"), between Synalloy Corporation, a Delaware corporation
(the "Company"), and American Stock Transfer & Trust Company, a state
banking association (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement;
WHEREAS, the Board of Directors of the Company has voted in favor of
this Amendment at a meeting of Directors duly called and held;
NOW, THEREFORE, in consideration of the premises and mutual
agreements et forth in the Rights Agreement and this Amendment, the parties
hereby agree as follows:
1. Section 1. Certain Definitions. Subsections (b), (f), (i),
(m) and (q) are amended as follows:
(b) "Acquiring Person" means any Person that, together with
all affiliates and Associates of such Person, is the Beneficial Owner
of fifteen percent (15%) or more of the shares of Common Stock then
outstanding, but does not include (i) the Company; (ii) any
Subsidiary of the Company; (iii) any employee benefit plan of the
Company or of any Subsidiary of the Company; (iv) any person
organized, appointed or established by the Company for or pursuant to
the terms of any such plan; (v) any person that becomes an Acquiring
Person pursuant to a Permitted Transaction; (vi) any Person that has
become an Acquiring Person inadvertently and, within five (5)
Business Days of being requested by the Company to advise it
regarding the same, certifies to the Company that such Person-
acquired beneficial ownership of shares of Common Stock in excess of
fifteen percent (15%) inadvertently or without knowledge of the terms
of the Rights and such certification is accepted as true by the Board
of Directors acting in good faith, and such Person divests as
promptly as practicable a sufficient amount of common Stock so that
such Person would no longer hold in excess of fifteen percent (15%)
of the Common Stock then outstanding; and (vii) any Person that
becomes an Acquiring Person solely as a result of a reduction in the
number of outstanding shares of Common Stock in a transaction that is
approved by the Board of Directors, provided that such Person will
immediately be an Acquiring Person in the event such Person
thereafter acquires any additional shares of Common Stock (other than
as a result of a stock split or stock dividend) while the Beneficial
owner of fifteen percent (15%) or more of the shares of Common Stock
then outstanding.
(i) The definition for "Continuing Director" is deleted in
its entirety.
(j) "Distribution Date" means the Close of Business on the
tenth (10th) Business Day (unless extended by vote of a the Board of
Directors of the Company) after the earlier to occur of (i) the Stock
Acquisition Date, (ii) the determination by the Board of Directors of
the Company that a Person is an Adverse Person, or (iii) the date any
Person commences or publicly announces an intention to commence a
tender offer or exchange offer for the Common Stock which would
result in, upon the consummation of such offer, the Person making
such offer, together with all of its Affiliates and Associations,
being the Beneficial Owner of fifteen percent (15%) or more of the
Common Stock then outstanding (including any such date that is after
the date of this Agreement and prior to the issuance of the Rights);
provided, however, that if the tender offer or exchange offer that
gave rise to the Distribution Date is cancelled, terminated or
otherwise withdrawn within ten (10) Business Days of its
announcement, such offer shall be deemed never to have been made and
no Distribution Date shall occur with respect thereto.
(m) "Permitted Transaction" means a stock acquisition or a
tender or exchange offer pursuant to a definitive agreement by which
a Person (who is not at the time an Acquiring Person) would become an
Acquiring Person and which has been approved by the Board of
Directors of the Company prior to the execution of the definitive
agreement providing for the acquisition or the public announcement of
the offer, as the case may be.
(q) Section (q), "Requisite Majority," is deleted in its
entirety.
2. Section 11. Adjustment of Purchase Price, Number and Kind of
Shares, or Number of Rights. Subsection (a)(ii)(B), (a)(iii) and (q) are
amended to read as follows:
(ii) In the event that
(B) the Board of Directors of the Company shall
declare any Person to be an Adverse Person, after (x) a
determination that such Person, alone or together with
its Affiliates and Associates, has become the Beneficial
Owner of fifteen percent (15%) or more of the outstanding
shares of Common Stock and (y) a determination by the
Board of Directors, after reasonable inquiry and
investigation, including such consultation, if any, with
such persons as such directors shall deem appropriate,
that (a) such Beneficial Ownership by such person is
intended to cause, is reasonably likely to cause or will
cause the Company to repurchase the Common Stock
beneficially owned by such Person or to cause pressure on
the Company to take action or enter into a transaction or
series of transactions which would provide such Person
with short-term financial gain under circumstances where
the Board of Directors determines that the best long-term
interests of the Company and its shareholders, but for
the actions and possible actions of such Person, would
not be served by taking such action or entering into such
transactions or series of transactions at that time or
(b) such Beneficial Ownership is causing or reasonably
likely to cause a material adverse impact (including, but
not limited to, impairment of relationships with
customers or impairment of the Company's ability to
maintain its competitive position) on the business or
prospects of the Company; provided, however, that the
Board of Directors of the Company may not declare a
Person to be an Adverse Person if, prior to the time that
such Person acquired fifteen percent (15%) percent or
more of the shares of Common Stock then outstanding, such
Person provided to the Board of Directors in writing a
statement of such Person's purpose and intentions in
connection with the proposed acquisition of Common Stock,
together with any other information reasonably requested
of such Person by the Board of Directors, and the Board
of Directors, based on such statement and reasonable
inquiry and investigation, including such consultation,
if any, with such persons as the Directors shall deem
appropriate, determines to notify and notifies such
Person in writing that it will not declare such Person to
be an Adverse Person; provided further, that the Board of
Directors may expressly condition in any manner a
determination not to declare a Person an Adverse Person
on such conditions as the Board of Directors may select,
including without limitation, such Person's not acquiring
more than a specified amount of stock and/or on such
Person's not taking actions inconsistent with the
purposes and intentions disclosed by such Person in the
statement provided to the Board of Directors. No delay
or failure by the Board of Directors to declare a Person
to be an Adverse Person shall in any way waive or
otherwise affect the power of the Directors subsequently
to declare a Person to be an Adverse Person. In the
event that the Board of Directors should at any time
determine, upon reasonable inquiry and investigations,
including consultation with such persons as the Directors
shall deem appropriate, that such Person has not met or
complied with any condition specified by the Board of
Directors, the Directors may at any time thereafter
declare such Person to be an Adverse Person pursuant to
the provisions of this Section 11(a)(ii)(B)
then, proper provision will be made so that each Right holder
(except as provided in Section 7(e)) will thereafter have the
right to receive, upon exercise of such Right at the then
current Purchase Price in accordance with the terms of this
Agreement, such number of Rights Shares equal to the result
obtained by (x) multiplying the then current Purchase Price by
the then number of Rights Shares for which a Right is then
exercisable times 5 and (y) dividing that product by fifty
(50%) percent of the current Market Price (defined in Section
11(d)) per share of Common Stock on the date such Person became
an Acquiring Person or an Adverse Person (such number of Rights
Shares, the "Adjustment Shares"). For example, if the then
Purchase Price for a share of Common Stock is $25.00 and the
then current market price is $10.00 per share, a holder of a
Right on payment of $25.00 shall be entitled to receive five
(5) shares of Common Stock
(25 x .2 x 5)/(.50) (10).
(iii) In the event that the number of shares of Common
Stock that are authorized by the Company's articles of
incorporation but not issued, or issued but not outstanding,
are not sufficient to permit the exercise in full of the Rights
in accordance with Section 11(a)(ii), the Company will, upon
the exercise of a Right and payment of the applicable Purchase
Price, (A) determine the value of the Adjustment Shares
issuable upon the exercise of a Right (the "Current Value"),
and (B) with respect to each Right (subject to Section 7(e)),
make adequate provision to substitute for the Adjustment Shares
(1) cash, (2) reduction in the Purchase Price, (3) other equity
securities of the Company (including, without limitation,
shares, or units of shares, of preferred stock), that the Board
of Directors of the Company has deemed to have essentially the
same Rights, privileges and preferences as shares of Common
Stock ("Common Stock Equivalents")), (4) debt securities of
the Company, (5) other assets, or (6) any combination of the
foregoing, having an aggregate value equal to the Current
Value, where such aggregate value has been conclusively
determined by the Board of Directors of the Company based upon
the advice of a nationally recognized investment banking firm
selected by the Board of Directors of the Company; provided,
however, that if the Company has not made adequate provision to
deliver value pursuant to clause (B) above within thirty (30)
days following the first occurrence of a Section 11(a)(ii)
Event, then the Company will be obligated to deliver, upon the
surrender for exercise of a Right and without requiring payment
of the Purchase Price, shares of Common Stock (to the extent
available) and then, if necessary, cash, which shares or cash
have an aggregate value equal to the Spread. The term
"Spread' means the excess of (i) the Current Value over (ii)
the Purchase Price. If the Board of Directors determines in
good faith that it is likely that sufficient additional shares
of Common Stock could be authorized for issuance upon exercise
in full of the Rights, the 30-day period set forth above may be
extended to the extent necessary, but no more than ninety (90)
days after the Section 11(a)(ii) Triggering Event, in order
that the Company may seek shareholder approval for the
authorization of such additional shares (such 30-day period, as
it may be extended, being the "Substitution Period"). To the
extent that action is to be taken pursuant to this Section
11(a)(iii), the Company (1) will provide, subject to Section
7(e), that such action will apply uniformly to all outstanding
Rights, and (2) may suspend the exercisability of the Rights
until the expiration of the Substitution Period in order to
seek any required shareholder approval or to decide the
appropriate form of distribution to be made and the value
thereof. In the event of any such suspension, the Company will
issue a public announcement stating that the exercisability of
the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension no longer remains
in effect. For purposes of this Section 11(a)(iii), the
Current Value of each Adjustment Share will be the Current
Market Price per share of the Common Stock on the effective
date of the Section 11(a)(ii) Event and the per share or per
unit value of any Common Stock Equivalent will be deemed to
equal the Current Market Price per share of the Common Stock on
such date.
(q) In the event that the Rights become exercisable following
a Section 11(a)(ii) Event, the Company, by action of the Board of
Directors of the Company, may permit the Rights, subject to Section
7(e), to be exercised for fifty (50%) percent of the shares of Common
Stock (or cash or other securities or assets to be substituted for
the Adjustment Shares pursuant to Section 11(a)(iii)) that would
otherwise be purchasable under Section 11(a) in consideration of the
surrender to the Company of the Rights so exercised and without other
payment of the Purchase Price. Rights exercised under this Section
11(q) will be deemed to have been exercised in full and will be
cancelled.
3. Section 13. Consolidation, Merger or Sale or Transfer of
Assets or Earning Power. Subsection (d) is amended to read as follows:
(d) In the event that the Rights become exercisable under
Section 13(A), the Company, by action of the Board of Directors of
the Company, may agree with the Principal Party that the Principal
Party may permit the Rights to be exercised for fifty (50%) percent
of the Common Shares of the Principal Party that would otherwise be
purchasable under Section 13(a), in consideration of the surrender to
the Principal Party, as the successor to the Company under Section
13(a)(ii), of the Rights so exercised and without other payment of
the Purchase Price. Rights exercised under this Section 13(e) will
be deemed to have been exercised in full and cancelled.
4. Section 23. Redemption and Termination. Subsections (a) and
(b) are amended to read as follows:
(a) The Company may, at its option, by action of the Board of
Directors of the Company, at any time prior to the
earlier of (i) the Distribution Date, or (ii) the Final
Expiration Date, redeem all but not fewer than all the
then outstanding Rights at the Redemption Price (the date
of such redemption, the "Redemption Date"), and the
Company, at its option, may pay the Redemption Price
either in cash or Common Stock or other securities of the
Company, deemed by the Board of Directors, in the
exercise of its sole discretion, to be at least
equivalent in value to the Redemption Price.
(b) Immediately upon the action of the Board of Directors of
the Company ordering the redemption of the Rights,
evidence of which has been filed with the Rights Agent
and without further action and without any notice, the
right to exercise the Rights will terminate and the only
right thereafter of the holders of Rights will be to
receive the Redemption Price. Promptly after the action
of the Board of Directors of the Company ordering the
redemption of the Rights, the Company will give notice of
such redemption to the Rights Agent and to the holders of
the then outstanding Rights by mailing such notice to all
such holders at each holder's last address as it appears
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 Stock. Each such notice of
redemption will state the method by which the payment of
the Redemption Price will be made. Any notice that is
mailed in the manner in this Agreement provided will be
deemed given, whether or not the holder receives such
notice. In any case, failure to give such notice by
mail, or any defect in the notice, to any particular
holder of Rights shall not affect the sufficiency of the
notice to other holders of Rights.
5. Section 29. Determination and Actions by the Board of
Directors, Etc., is amended to read as follows:
For all purposes of this Agreement, any calculation of the number of
shares of Common Stock outstanding at any particular time, including for
purposes of determining the particular percentage of such outstanding
shares of Common Stock of which any Person is the Beneficial Owner, will be
made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the
General Rules and Regulations under the Exchange Act as in effect on the
date of this Agreement. The Board of Directors of the Company will have
the exclusive power and authority to administer this Agreement and to
exercise all rights and powers specifically granted to the Board of
Directors or to the Company, or as may be necessary or advisable in the
Administration of this Agreement, including, without limitation, the rights
and power to (a) interpret the provisions of this Agreement, and (b) make
all determinations deemed necessary or advisable for the administration of
this Agreement (including, without limitation, a determination to redeem or
not redeem the Rights, to amend the Agreement or to extend the Distribution
Date). All such actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, all omissions with respect to
the foregoing) that are done or made by the Board of Directors in good
faith, will (x) be final, conclusive, and binding on the Company, the
Rights Agent, the holders of the Rights, and all other parties, and (y) not
subject the Board of Directors or the Continuing Directors to any liability
to the holders of the Rights.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment as of May 22, 2000.
SYNALLOY CORPORATION
By:
Its:
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By:
Its:
Exhibit A to the Rights Agreement, the "Form of Rights Certificate" is
amended in its entirety to read as follows:
Exhibit "A" to Rights Agreement
Rights Certificate No. ____
[FORM OF RIGHTS CERTIFICATE]
_______ Rights
NOT EXERCISABLE AFTER MARCH 26, 2009 OR EARLIER IF REDEEMED BY THE COMPANY.
THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT
$0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER
CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS
SUCH TERMS ARE DEFINED INT HER RIGHTS AGREEMENT) AND BY SUBSEQUENT HOLDER
OF SUCH RIGHTS MAY BECOME NULL AND VOID.
Rights Certificate
SYNALLOY CORPORATION
This certifies that ___________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions, and
conditions of the Rights Agreement, dated as of February 4, 1999, (as
amended from time to time, the "Rights Agreement"), between Synalloy
Corporation, a Delaware corporation (the "Company"), and
____________________ (the "Rights Agent"), to purchase from the Company
at any time prior to 5:00 p.m. (South Carolina time) on March 26, 1999, at
the office or offices of the Rights Agent designated for such purpose, or
its successors as Rights Agent two-tenths (2/10ths) of one (1) share of
Common Stock (the "Common Stock") of the Company, at a purchase price of
Twenty-Five Dollars ($25) per share (the "Purchase Price"), upon
presentation and surrender of this Rights Certificate with the Form of
Election to Purchase and related certificate duly executed. The number of
Rights evidenced by this Rights Certificate (and the number of shares that
may be purchased upon exercise thereof) set forth above, and the Purchase
Price per share set forth above, are the number and Purchase Price as of
March 26, 1999, based on the Common Stock as constituted at such date. As
provided in the Rights Agreement, the Purchase Price and the number and
kind of shares of Common Stock or other securities, that may be purchased
upon the exercise of the rights evidenced by this Rights Certificate are
subject to modification and adjustment upon the happening of certain
events.
This Rights Certificate is subject to all of the terms, provisions,
and conditions of the Rights Agreement, which terms, provisions, and
conditions are incorporated herein by reference and made a part of this
Certificate 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 Rights Certificates, which limitations of rights include the
temporary suspension of the exercisability of such Rights under the certain
circumstances set forth in the Rights Agreement.
Copies of the Rights Agreement are on file at the above-mentioned
office of the Rights Agent and are also available upon written request to
the Rights Agent. All capitalized terms not otherwise defined have the
meaning set forth in the Rights Agreement.
Upon the occurrence of a Section 11(a)(ii) Event, if the Rights
evidenced by this Rights Certificate are beneficially owned by (i) an
Acquiring Person or an Adverse Person or an Affiliate or Associate of any
such Person, (ii) a transferee of any such Acquiring Person or Adverse
Person or an Associate or Affiliate of such Person, or (iii) under certain
circumstances specified in the Rights Agreement, a transferee of a Person
who, after such transfer, became an Acquiring Person or an Adverse Person
or an Affiliate or Associate of such Person, such Rights will become null
and void and no holder of this Certificate will have any right with respect
to such Rights from and after the occurrence of such Section 11(a)(ii)
Event.
This Rights Certificate, with or without other Rights Certificates,
upon surrender at the principal office or offices of the Rights Agent
designated for such purpose, may be exchanged for another Rights
Certificate or Rights Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of shares of
Common Stock as the Rights evidenced by the Rights Certificate or Rights
Certificates surrendered have entitled such holder to purchase. If this
Rights Certificate is exercised in part, the holder will be entitled to
receive upon surrender of this Certificate another Rights Certificate or
Rights Certificates for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option
at a redemption priced of $0.01 per Right. In addition, in certain
circumstances the Rights may be exchanged, in whole or in part, for shares
of the Common Stock. Immediately upon the action of the Board of Directors
of the Company authorizing any such exchange, and without any further
action or any notice, the Rights (other than Rights that are not subject to
such exchange) will terminate and the Rights will only enable holders to
receive the shares issuable upon such exchange.
No fractional shares of Common Stock will be issued upon the exercise
of any Right or Rights evidenced hereby, but in lieu thereof a cash payment
will be made, as provided in the Rights Agreement.
No holder of this Rights Certificate will be entitled to vote or
receive dividends or be deemed for any purpose the holder of shares of
Common Stock or of any other securities of the Company that may at any time
be issuable on the exercise hereof, nor will anything contained in the
Rights Agreement or herein be construed to confer upon the holder of this
Certificate, as such, any of the rights of a stockholder of the Company or
any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or, to receive notice of meetings or other
actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise,
until the Right or rights evidenced by this Rights Certificate have been
exercised as provided in the Rights Agreement.
This Rights Certificate will not be valid or obligatory for any
purpose until it has been countersigned by the Rights Agent.
IN WITNESS WHEREOF, the facsimile signature of the proper officers of
the Company and its corporate seal.
Dated as of: _____________________
ATTEST: SYNALLOY CORPORATION
_________________________________
By: _______________________________
Its: _______________________________
Countersigned:
By: ___________________________
Authorized Signature
[FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE]
(To be executed by the registered holder if such holder desires to transfer
the Rights Certificate.)
FOR VALUE RECEIVED hereby sells, assigns, and transfer unto
__________________
___________________________________________________________________________
___________________________________________________________________________
(Please print name and address of transferee)
This Rights Certificate, together with all right, title, and interest
therein, and does hereby irrevocably constitute and appoint
____________________- attorney, to transfer the within Rights Certificate
on the books of the within-named Company, with full power of substitution.
The undersigned acknowledges that this Assignment is voidable by the
Company if it contains any material misstatement of fact by the transferor.
Dated: ______________________
__________________________________
Signature
Signature Guaranteed:
_____________________________________
Certificate
The undersigned hereby certifies by checking the appropriate boxes
that:
1. this Rights Certificate [ ] is [ ] is not being sold, assigned,
or transferred by or on behalf of a Person who is or was an Acquiring
Person or an Adverse Person or an Affiliate or Associate of any such Person
(as such terms are defined pursuant to the Rights Agreement).
2. after due inquiry and to the best knowledge of the undersigned, it
[ ] did [ ] did not acquire the Rights evidenced by this Rights
Certificate from any Person who is, was or subsequently became an Acquiring
Person or an Adverse Person or an Affiliate or Associate of such Person.
Dated: _______________________________
__________________________________
Signature
Signature Guaranteed:
_____________________________________
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United State.
[FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE]
(To be executed by the registered holder if such holder desires to transfer
the Rights Certificate.)
FOR VALUE RECEIVED hereby sells, assigns, and transfer unto
__________________
___________________________________________________________________________
___________________________________________________________________________
(Please print name and address of transferee)
This Rights Certificate, together with all right, title, and interest
therein, and does hereby irrevocably constitute and appoint
____________________- attorney, to transfer the within Rights Certificate
on the books of the within-named Company, with full power of substitution.
The undersigned acknowledges that this Assignment is voidable by the
Company if it contains any material misstatement of fact by the transferor.
Dated: ______________________
__________________________________
Signature
Signature Guaranteed:
_____________________________________
Certificate
The undersigned hereby certifies by checking the appropriate boxes
that:
3. this Rights Certificate [ ] is [ ] is not being sold, assigned,
or transferred by or on behalf of a Person who is or was an Acquiring
Person or an Adverse Person or an Affiliate or Associate of any such Person
(as such terms are defined pursuant to the Rights Agreement).
4. after due inquiry and to the best knowledge of the undersigned, it
[ ] did [ ] did not acquire the Rights evidenced by this Rights
Certificate from any Person who is, was or subsequently became an Acquiring
Person or an Adverse Person or an Affiliate or Associate of such Person.
Dated: _______________________________
__________________________________
Signature
Signature Guaranteed:
_____________________________________
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United State.
Exhibit "C" to the Rights Agreement
FORM OF ELECTION TO PURCHASE
The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Rights Certificate
in every particular, without alternation or enlargement or any change
whatsoever.
To: SYNALLOY CORPORATION:
The undersigned hereby irrevocably elects to exercise ____________-
Rights represented by this Rights Certificate to purchase the shares of
Common Stock issuable upon the exercise of the Rights (or such other
securities of the Company or of any other person that may be issuable upon
the exercise of the Rights) and requests that certificates for such shares
be issued in the name of and delivered to:
Please insert social security or other identifying number:
_______________________
Please print name and address:
_____________________________________________________________________
__
_____________________________________________________________________
__
If such number of Rights are not all the Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such Rights
will be registered in the name of and delivered to:
Please insert social security or other identifying number:
_______________________
Please print name and address:
_____________________________________________________________________
__
_____________________________________________________________________
__
FORM OF ELECTION TO PURCHASE (continued)
The undersigned acknowledges that this Election to Purchase is
voidable by the Company if it contains any material misstatement of fact by
the undersigned.
Date: __________________________ _________________________
Signature
Signature Guaranteed:
_______________________________________________-
Certificate
The undersigned hereby certifies by checking the appropriate boxes
that:
5. this Rights Certificate [ ] is [ ] is not being sold, assigned,
or transferred by or on behalf of a Person who is or was an Acquiring
Person or an Adverse Person or an Affiliate or Associate of any such Person
(as such terms are defined pursuant to the Rights Agreement).
6. after due inquiry and to the best knowledge of the undersigned, it
[ ] did [ ] did not acquire the Rights evidenced by this Rights
Certificate from any Person who is, was or subsequently became an Acquiring
Person or an Adverse Person or an Affiliate or Associate of such Person.
Dated: _____________________________ ___________________________
Signature
Signature Guaranteed: ____________________________________
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United State.
EXHIBIT 3(ii)
SYNALLOY CORPORATION
BYLAWS AMENDMENTS
ARTICLE II
1. Article II, Section 3. of the Company's Bylaws is amended to
read in its entirety as follows:
Section 3. Special Meetings. Special Meetings of the
shareholders of the Corporation may be called at any time, for any
purpose or purposes, by the Chairman of the Board or the President or
the Board of Directors.
2. A new Article II, Section 11 is added to the Company's Bylaws
and reads as follows:
Section 11. Setting of Record Date for Actions by Written
Consent. In order that the Corporation may determine the
shareholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of
Directors. Any shareholder of record seeking to have the
shareholders authorize or take corporate action by written consent
shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. The Board of Directors shall
promptly, but in all events within ten (10) days after the date on
which such a request is received, adopt a resolution fixing the
record date. If no record date has been fixed by the Board of
Directors within ten (10) days of the date on which such a request is
received, the record date for determining shareholders entitled to
consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is required by applicable law,
shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the State of
Delaware, its principal place of business, or any officer or agent of
the corporation having custody of the book in which proceedings of
meetings of shareholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has
been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for
determining shareholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the
date on which the Board of Directors adopts the resolution taking
such prior action.
