EXHIBIT 1
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT ("First Amendment"), dated as of February 18, 2003, to
the Rights Agreement dated as of November 27, 2002 (the "Rights Agreement") by
and between Rawlings Sporting Goods Company, Inc., a Delaware corporation (the
"Company"), and Mellon Investor Services LLC, a New Jersey limited liability
company, as Rights Agent (the "Rights Agent"). Capitalized terms not defined
herein shall have the respective meaning ascribed to them in the Rights
Agreement.
WHEREAS, the Company is a party to an Agreement and Plan of Merger (as
it may be amended or supplemented from time to time, the "Merger Agreement"),
dated December 15, 2002, by and among K2 Inc., a Delaware corporation ("K2"),
Lara Acquisition Sub., a Delaware corporation and wholly-owned subsidiary of K2
("Merger Sub"), and the Company, which provides for, among other things, the
merger of Merger Sub with and into the Company (the "Merger") subject to
shareholder and regulatory approval and other terms and conditions; and
WHEREAS, the Company desires that the transactions contemplated by the
Merger Agreement, as well as K2, Merger Sub and any affiliates thereof be exempt
from the provisions of the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 27 thereof;
NOW, THEREFORE, in accordance with Section 27 of the Rights Agreement,
the Company and the Rights Agent hereby amend the Rights Agreement as follows:
1. The definition of "Acquiring Person" in Section 1(a) of the Rights
Agreement is hereby modified and amended by adding the following sentence at the
end thereof:
"Notwithstanding anything in this Agreement to the contrary, none of K2
Inc., a Delaware corporation ("K2"), Lara Acquisition Sub, a Delaware
corporation and wholly-owned subsidiary of K2 ("Merger Sub"), or any of
their Affiliates or Associates, shall be deemed to be an Acquiring
Person by virtue of the execution of the Agreement and Plan of Merger,
dated as of December 15, 2002 (as the same may be amended from time to
time, the "Merger Agreement"), by and among K2, Merger Sub and the
Company, or the consummation of the transactions contemplated by the
Merger Agreement, including, without limitation, the merger of Merger
Sub with and into the Company (the "Merger") or the announcement of any
of the foregoing transactions."
2. The definition of "Section 13 Event" in Section 1(nn) of the Rights
Agreement is hereby modified and amended by adding the following sentence at the
end thereof:
"Notwithstanding anything in this Agreement to the contrary, a Section
13 Event shall not be deemed to have occurred as the result of the
execution of the Merger Agreement or the consummation of the
transactions contemplated by the Merger
1
Agreement, including without limitation, the Merger, or the
announcement of any of the foregoing transactions."
3. The definition of "Stock Acquisition Date" in Section 1(pp) of the
Rights Agreement is hereby modified and amended by adding the following sentence
at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a Stock
Acquisition Date shall not be deemed to have occurred as a result of
the execution of the Merger Agreement or the consummation of the
transactions contemplated by the Merger Agreement, including without
limitation, the Merger, or the announcement of any of the foregoing
transactions."
4. The definition of "Triggering Event" in Section 1(vv) of the Rights
Agreement is hereby modified and amended by adding the following sentence at the
end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Triggering Event shall not be deemed to have occurred as the result of
the execution of the Merger Agreement or the consummation of the
transactions contemplated by the Merger Agreement, including without
limitation, the Merger, or the announcement of any of the foregoing
transactions."
5. Section 3(a) of the Rights Agreement is amended by adding the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as a result of
the execution of the Merger Agreement or the consummation of the
transactions contemplated by the Merger Agreement, including without
limitation, the Merger, or the announcement of any of the foregoing
transactions."
6. The definition of "Section 11(a)(ii) Event" in Section 11 of the
Rights Agreement is hereby modified and amended by adding the following sentence
at the end of Section 11(a)(ii):
"Notwithstanding anything in this Agreement to the contrary, a Section
11(a)(ii) Event shall not be deemed to have occurred as a result of the
execution of the Merger Agreement or the consummation of the
transactions contemplated by the Merger Agreement, including without
limitation, the Merger, or the announcement of any of the foregoing
transactions."
7. Section 30 of the Rights Agreement is amended to add the following
sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any holder of
Rights (and, prior to the Distribution Date, registered holders of the
Common Stock) or any other Person any legal or equitable rights,
remedies, or claims under this Agreement by virtue of the execution of
the Merger Agreement or the consummation of the transactions
contemplated by the Merger Agreement,
2
including without limitation, the Merger, or the announcement of any of
the foregoing transactions."
8. This Amendment shall be deemed to be a contract made under the laws
of the State of New York and for all purposes shall be governed by and construed
in accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state; provided, however, that all provisions
regarding the rights, duties, obligations and immunities of the Rights Agent
shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed entirely within such
State.
9. This Amendment may be executed in any number of counterparts, each
of such counterparts shall for all purposes be deemed to be an original, and all
of such counterparts shall together constitute but one and the same instrument.
10. In all respects not inconsistent with the terms and provisions of
this Amendment, the Rights Agreement is hereby ratified, adopted, approved, and
confirmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all of the privileges and immunities afforded to the Rights Agent
under the terms and conditions of the Rights Agreement.
11. If any term, provision, covenant, or restriction of this Agreement
is held by a court of competent jurisdiction or other authority to be invalid,
void, or unenforceable, the remainder of the terms, provisions, covenants, and
restrictions of this Amendment, and of the Rights Agreement, shall remain in
full force and effect and shall in no way be affected, impaired, or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the date and year first above written.
RAWLINGS SPORTING GOODS COMPANY, INC.
By: /s/ Xxxxxxx X. X'Xxxx
--------------------------------------------------
Name: Xxxxxxx X. X'Xxxx
Title: Chief Executive Officer
and Chairman
MELLON INVESTOR SERVICES LLC
By: /s/ Xxxx X. Brunette
--------------------------------------------------
Name: Xxxx X. Brunette
Title: Assistant Vice President
3
