AMENDMENT NO. 3
TO
RIGHTS AGREEMENT
Amendment No. 3, dated as of December 7, 1999 (the "Amendment"), to the
Rights Agreement, dated as of October 19, 1990 and amended as of June 28, 1995
and February 22, 1999, (as amended to date, the "Rights Agreement"), between
Apogee Enterprises, Inc., a Minnesota corporation (the "Company"), and American
Stock Transfer & Trust Company (f/k/a American Stock Transfer Company), a New
York corporation (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement; and
WHEREAS, on December 2, 1999, the Board of Directors of the Company, in
accordance with Section 27 of the Rights Agreement, determined it desirable and
in the best interests of the Company and its shareholders to supplement and
amend certain provisions of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Amendment to Section 23. The first sentence of Section 23(a) of
the Rights Agreement is hereby amended to read in its entirety as follows:
"Subject to the provisions of Section 27, 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 twentieth day after the Share Acquisition Date
(or, if the twentieth day following such Share Acquisition Date occurs
before the record Date, the Close of Business on the Record Date) or (ii)
the final Expiration Date, redeem all but not less than all of the then
outstanding Rights at a redemption price of $.01 per Right, 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")."
Section 2. Amendment to Form of Right Certificate. The first page of the
Form of Right Certificate to purchase Preferred Shares set forth in Exhibit B
attached to the Rights Agreement is hereby amended to read in its entirety as
set forth in the attachment hereto.
Section 3. Amendment to Summary of Rights. The form of Summary of Rights to
purchase Preferred Shares set forth in Exhibit C attached to the Rights
Agreement is hereby amended to read in its entirety as set forth in the
attachment hereto.
Section 4. Rights Agreement as Amended. The term "Agreement" as used in the
Rights Agreement shall be deemed to refer to the Rights Agreement as amended
hereby. This Amendment shall be effective as of the date hereof and, except as
set forth herein, the Rights Agreement shall remain in full force and effect and
be otherwise unaffected hereby.
Section 5. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
APOGEE ENTERPRISES, INC.
Attest:
By: /s/ Xxxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxxx
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Title: Secretary and General Title: Chief Executive Officer and
Counsel President
AMERICAN STOCK TRANSFER & TRUST
COMPANY F/K/A
AMERICAN STOCK TRANSFER COMPANY
Attest:
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxxxx X. Xxxxx
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Title: Assistant Vice President Title: Vice President
