EXHIBIT 1.
AMENDED RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement is entered into effective this
29th day of June, 1998 by and between Transport Corporation of America, Inc., a
Minnesota corporation (the "Company") and Norwest Bank Minnesota, N.A., (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent entered into that certain
Rights Agreement dated as of February 25, 1997 (the "Agreement") and now desire
to amend Section 1(a) of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, Section 1(a) of the Rights Agreement is hereby amended
in its entirety as follows:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates (as
such term is hereinafter defined) and Associates (as such term is
hereinafter defined) of such Person, without the prior approval of a
majority of the Board of Directors, shall be the Beneficial Owner (as
such term is hereinafter defined) of voting securities having fifteen
percent (15%) or more of the then voting power of the Company, but
shall not include the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of the
Company, or any entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan; provided,
however, that if a Person is the Beneficial Owner at the close of
business on the date of this Agreement of fifteen percent (15%) or more
of the voting power of the Company, such Person shall not be deemed an
Acquiring Person unless and until such Person acquires any additional
Common Stock in any manner other than pursuant to a stock dividend,
stock split, recapitalization or similar transaction that does not
affect the percentage of outstanding Common Stock beneficially owned by
such Person. Notwithstanding the foregoing or the last sentence of this
Section 1(a), no Person shall become an "Acquiring Person" as the
result of an acquisition of Common Stock by the Company which, by
reducing the number of shares outstanding, increases the proportionate
number of shares beneficially owned by such Person to fifteen percent
(15%) or more of the then voting power of the Company then outstanding;
provided, however, that if a Person shall become the Beneficial Owner
of fifteen percent (15%) or more of the then voting power of the
Company then outstanding by reason of shares purchased by the Company
and shall, after such share purchases by the Company, become the
Beneficial Owner of any additional Common Stock of the Company, then
such Person shall be deemed to be an "Acquiring Person."
Notwithstanding the foregoing, if a majority of the Continuing
Directors then in office determines in good faith that a Person who
would otherwise be an "Acquiring Person", as defined pursuant to the
foregoing provisions of this paragraph (a), has become such
inadvertently, and such Person divests as promptly as practicable a
sufficient number of shares of Common Stock so that such Person would
no longer be an Acquiring Person, as defined pursuant to the foregoing
provisions of this paragraph (a), then such Person shall not be deemed
to be an "Acquiring Person" for any purposes of this Agreement.
Notwithstanding the foregoing, the parties to that certain Stock
Purchase Agreement of the Company dated May 20, 1998 relating to the
acquisition of North Star Transport, Inc. who will be receiving the
Company's Common Stock pursuant to such Stock Purchase Agreement (the
"North Star Shareholders") shall not be deemed an Acquiring Person
until such time as they become the Beneficial Owner of seventeen
percent (17%) or more of the voting power of the Company and references
to "fifteen percent (15%)" in this Agreement shall be deemed to refer
to "seventeen percent (17%)" when applied to the North Star
Shareholders.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and attested as of the day and year first above written.
TRANSPORT CORPORATION OF AMERICA, INC.
Attest:
By----------------------- By-------------------------------------
Its------------------- Its--------------------------------
NORWEST BANK MINNESOTA, N.A.
Attest:
By----------------------- By-------------------------------------
Its------------------- Its--------------------------------
