EXHIBIT 4.21
RIGHTS AGREEMENT AMENDMENT
THIS RIGHTS AGREEMENT AMENDMENT, dated as of February 26, 1996 (this
"Amendment"), between Drypers Corporation, a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"),
amends the Rights Agreement dated as of January 20, 1995 (the "Agreement"),
between the Company and the Rights Agent.
WHEREAS, the Company and the Rights Agent have heretofore entered into the
Agreement;
WHEREAS, on January 20, 1995, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right (as defined in the
Agreement) for each share of Common Stock (as defined in the Agreement) of the
Company outstanding on February 3, 1995;
WHEREAS, pursuant to Section 27 of the Agreement, prior to the
Distribution Date (as defined in the Agreement), the Company may and the Rights
Agent shall, if the Company so directs, supplement or amend any provision of the
Agreement without the approval of the holders of certificates representing
shares of Common Stock;
WHEREAS, the Distribution Date has not yet occurred as of the date hereof;
and
WHEREAS, the Board of Directors of the Company, at a meeting held February
26, 1996, has determined that certain terms of the Agreement should be amended
and that it is in the best interests of the Company to amend such terms;
NOW, THEREFORE, the Company and the Rights Agent hereby agree as follows:
SECTION 1. Section 1 of the Agreement is hereby amended to add a new
Section 1(e) to read as follows:
"(e) `Capital Shares' when used with reference to the Company
(specifically or in context) shall mean the Common Shares of the Company
and the Preferred Shares."
SECTION 2. Section 1 of the Agreement is hereby amended to add a new
Section 1(n) to read as follows:
"(f) `Preferred Shares' when used with reference to the Company
(specifically or in context) shall mean the shares of Senior Convertible
Cumulative 7.5% Preferred Stock, par value $0.01 per share, of the
Company."
SECTION 3. Section 1(j) of the Agreement is renumbered Section 1(k) and
hereby amended in its entirety to read as follows:
"(k) `Grandfathered Stockholder' shall mean at any time (i) Equus II
Incorporated and Equus Capital Partners, L.P. (collectively, together with
their respective Affiliates and Associates, "Equus") which together are at
the time of this Agreement, as amended, the Beneficial Owners of 3,829,226
Common Shares and (ii) Heartland Advisors ("Heartland") which is at the
time of this Agreement, as amended, the Beneficial Owner of 3,000,000
Common Shares; provided, however, that if either Equus II Incorporated or
Equus Capital Partners, L.P. with respect to Equus or Heartland makes an
acquisition of Capital Shares that would cause it to be the Beneficial
Owner of 25% or more of the Common Shares outstanding then it shall not be
a Grandfathered Stockholder."
SECTION 4. Section 3(c) of the Agreement is hereby amended to change the
legend contained therein to read in its entirety as follows:
"This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Rights Agreement between Drypers
Corporation and ChaseMellon Shareholder Services, L.L.C., dated as of
January 20, 1995, as amended by the Rights Agreement Amendment dated as of
February 26, 1996 (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal offices of Drypers Corporation. Under certain circumstances, as
set forth in the Rights Agreement, the Rights described therein will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. Drypers Corporation will mail to the holder of this
certificate a copy of the Rights Agreement, as in effect on the date of
mailing, without charge promptly after receipt of a written request
therefor. Under certain circumstances set forth in the Rights Agreement,
Rights issued to, or held by, any Person who is, was or becomes an
Acquiring Person or any Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement), whether currently held by or on behalf
of such Person or by any subsequent holder, may become null and void. The
Rights shall not be exercisable by a holder in any jurisdiction where the
requisite qualification to the issuance to such holder of the Rights, or
the exercise by such holder of the Rights in such jurisdiction, shall not
have been obtained or obtainable."
SECTION 5. Except as expressly provided in Sections 1 through 3 hereof,
all of the terms, conditions and obligations contained in the Agreement shall
apply to this Rights Agreement Amendment.
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IN WITNESS WHEREOF, the parties have executed this Rights Amendment
Agreement as of the date first written above.
DRYPERS CORPORATION
By: /s/ XXXXXX X. XXXXX
Name: Xxxxxx X. Xxxxx
Title: Chairman and co-CEO
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ XXXXX X. XXXX
Name: Xxxxx X. Xxxx
Title: Relationship Manager
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