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EXHIBIT 99.a
AMENDMENT NUMBER 2 TO RIGHTS AGREEMENT
This Second Amendment hereby amends the Preferred Shares Rights Agreement
dated as of December 8, 1998, as heretofore amended, between Ronson Corporation,
a New Jersey corporation (the "Company"), with offices at Corporate Park III,
Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 and Registrar and Transfer Company,
with an address at 00 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx (the "Rights Agent").
WITNESSETH
WHEREAS, the Company has entered into a Preferred Shares Rights Agreement
dated as of December 8, 1998, (the "Agreement"), as heretofore amended, between
the Company and Registrar and Transfer Company; and
WHEREAS, the Board of Directors of the Company, after due consideration,
has determined to amend the Agreement, as set forth below, in order to take into
account various recommendations made to it and contained in a report of a
special committee of independent directors of the Company, which report is dated
September 9, 2003; and
WHEREAS, the Board of Directors of the Company, after due consideration,
has determined that the amendment of the Agreement, as provided herein, is in
the best interests of the Company and its shareholders;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. The definition of Acquiring Person set forth in Section 1(a) of the
Agreement, is hereby amended in its entirety to read as follows:
"(a) "Acquiring Person" shall mean, subject to the provisions set
forth in clauses (i), (ii) and (iii) of this definition, any Person, other
than Xxxxx X. Xxxxxxx XX and his heirs, executors, administrators and
assignees, who or which, together with all Affiliates and Associates of
such Person, shall be the Beneficial Owner of 12% or more of the Common
Shares then outstanding, but shall not include the Company, any Subsidiary
of the Company or any employee benefit plan of the Company or of any
Subsidiary of the Company, or any entity holding Common Shares for or
pursuant to the terms of any such plan. Notwithstanding the foregoing:
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(i) no Person shall be deemed to be an Acquiring Person as the result of an
acquisition of Common Shares by the Company which, by reducing the number
of shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to 12% or more of the Common Shares of
the Company then outstanding; provided, however, that if a Person shall
become the Beneficial Owner of 12% or more of the Common Shares of the
Company then outstanding by reason of share purchases by the Company and
shall, after such share purchases by the Company, become the Beneficial
Owner of any additional Common Shares of the Company (other than pursuant
to a dividend or distribution paid or made by the Company on the
outstanding Common Shares in Common Shares or pursuant to a split or
subdivision of the outstanding Common Shares), then such Person shall be
deemed to be an Acquiring Person unless upon becoming the Beneficial Owner
of such additional Common Shares of the Company such Person does not
beneficially own 12% or more of the Common Shares of the Company then
outstanding;
(ii) an acquisition of Beneficial Ownership of Common Shares of the Company
by Xxxxx X. Xxxxxxx XX and his heirs, executors, administrators and
assignees, exclusive of the following acquisitions:
(a) any acquisition by any employee benefit plan of the Company or of
any Subsidiary of the Company for the benefit of any employee of the
Company or of any Subsidiary of the Company of which Xxxxx X. Xxxxxxx
acts as trustee, and (b) any Common Shares acquired as a result of
stock splits, stock dividends, stock combinations or similar changes,
which shall increase the Beneficial Ownership of Common Shares of the
Company by Xxxxx X. Xxxxxxx XX and his heirs, executors, administrators and
assignees to more than 29.35% of the Common Shares then outstanding,
exclusive of the Beneficial Ownership of:
(a) Shares Beneficially Owned by any employee benefit plan of the
Company or of any Subsidiary of the Company for the benefit of any
employee of the Company or of any Subsidiary of the Company of which
Xxxxx X. Xxxxxxx acts as trustee, and (b) Common Shares acquired as a
result of stock splits, stock dividends, stock combinations or similar
changes,
shall cause the said Xxxxx X. Xxxxxxx XX or his heirs, executors,
administrators and assignees, as the case may be, to be deemed to be an
Acquiring Person for the purposes of this Agreement; and
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(iii) if the Company's Board of Directors 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 without any intention of changing or
influencing control of the Company, and if such Person divested or
divests as promptly as practicable sufficient number of Common Shares
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 or to have become an
"Acquiring Person" for any purposes of this Agreement."
2. Section 23(c) of the Agreement is hereby deleted in its entirety.
3. The form of Rights Certificate attached to the Agreement and all other
related documents shall be modified, where appropriate, to make reference to
this amendment.
4. Except as so amended, the Agreement, as heretofore amended, shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
REGISTRAR AND TRANSFER CO. RONSON CORPORATION
Rights Agent
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Xxxxx X. Xxxxxxx, XX
President and Chief Executive Officer
