1
EXHIBIT 4.2
THIS WARRANT AND THE RIGHTS TO ACQUIRE SHARES REPRESENTED HEREBY WERE OFFERED
AND SOLD IN A NON-PUBLIC TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF FEDERAL AND APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR SUCH
RIGHTS MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED BY THE HOLDER HEREOF EXCEPT
IN A TRANSACTION IN COMPLIANCE WITH SUCH REGISTRATION REQUIREMENTS OR EXEMPT
THEREFROM.
THE TRANSFER OF ANY OF THE RIGHTS TO ACQUIRE CAPITAL STOCK REPRESENTED BY THIS
WARRANT IS FURTHER RESTRICTED BY THE TERMS OF A CERTAIN WARRANTHOLDERS RIGHTS
AGREEMENT, DATED JULY 23, 1999, BETWEEN THOMASTON XXXXX, INC. AND THE
"PURCHASER" IDENTIFIED AS SUCH BELOW, AMONG OTHERS (THE "RIGHTS AGREEMENT"), A
COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THOMASTON XXXXX, INC.
WARRANT
TO PURCHASE SHARES OF CLASS A AND
CLASS B VOTING COMMON STOCK
OF THOMASTON XXXXX, INC.
No. 1 July 23, 1999
THIS IS TO CERTIFY THAT, for value received, SUNTRUST BANK, ATLANTA
(the "Purchaser") or holder (the holder of this Warrant is hereinafter referred
to as "Warrantholder") is entitled to purchase from THOMASTON XXXXX, INC., a
Georgia corporation (the "Company"), as a whole, at any time during the
"Exercise Period," as that is defined in the Rights Agreement, at the principal
office of the Company, for the "Exercise Price" (as that term is defined in the
Rights Agreement), payable in the manner described below, (A) shares of Class A
non-voting common stock of the Company $1.00 par value per share (the "Class A
Stock"), representing upon issuance, four and five-tenths of one percent
(4.05%), on a fully diluted basis, of fully paid and non-assessable shares of
Class A Stock; and (B) shares of Class B voting common stock of the Company,
$1.00 par value per share (the "Class B Stock"), representing upon issuance,
four and five-tenths of one percent (4.05%), on a fully diluted basis, of fully
paid and non-assessable Class B Stock. As used hereinabove, the term "on a fully
diluted basis" means, in respect of the Class A Stock and the Class B Stock,
respectively (the "Common Stock"), that number of shares thereof after
considering all options, warrants (including, particularly, but without
limitation, any warrants being issued concurrently herewith to other parties to
the Rights Agreement), conversion rights or similar rights then outstanding to
acquire any such shares of such class of Common Stock as having been exercised,
and subject to proportionate and equitable adjustment for any stock dividends,
stock splits, combinations and similar recapitalizations affecting either such
class of Common Stock occurring subsequent to the date of issuance of this
Warrant.
2
Payment of the Exercise Price may be made, at the option of the
Purchaser, either (i) by cash; or (ii) by receiving from the Company the number
of shares of Common Stock as to which this Warrant is being exercised, minus the
number of shares of Common Stock having a value, based on the closing price
thereof on the trading day immediately preceding the date of such exercise,
equal to the product of (x) the Exercise Price times (y) the number of shares of
Common Stock as to which this Warrant is being exercised; or (iii) by setting
off such payment obligation against any payment obligation of the Company to the
Purchaser which is then due, but which then remains unpaid.
This Warrant is issued pursuant to the Rights Agreement, the terms and
conditions of which are hereby incorporated by reference and made an integral
part hereof.
To evidence any permitted transfer or transfers of all or any portion
of this Warrant in accordance with the terms of this Warrant and the Rights
Agreement, the Company shall, upon receipt of this Warrant and a written request
from the Warrantholder and the transferee or transferees, issue separate
replacement Warrants registered in the name of each respective transferee (and a
replacement Warrant registered in the name of the Warrantholder if the
Warrantholder will retain any portion of this Warrant following such transfer)
exercisable for the portion of the Warrant held by each such transferee and the
Warrantholder following such transfer or transfers.
This Warrant shall be governed by, construed, and enforced in
accordance with, the internal laws and judicial decisions of the State of
Georgia.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and sealed in its name by its duly authorized officers this 23rd day of July,
1999.
THOMASTON XXXXX, INC.
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxxx, President and Chief
Executive Officer
Attest:
/s/ A. Xxxxxxx Xxx
---------------------------------
A. Xxxxxxx Xxx, Vice President - Finance
[CORPORATE SEAL]
2
3
THIS WARRANT AND THE RIGHTS TO ACQUIRE SHARES REPRESENTED HEREBY WERE OFFERED
AND SOLD IN A NON-PUBLIC TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF FEDERAL AND APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR SUCH
RIGHTS MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED BY THE HOLDER HEREOF EXCEPT
IN A TRANSACTION IN COMPLIANCE WITH SUCH REGISTRATION REQUIREMENTS OR EXEMPT
THEREFROM.
THE TRANSFER OF ANY OF THE RIGHTS TO ACQUIRE CAPITAL STOCK REPRESENTED BY THIS
WARRANT IS FURTHER RESTRICTED BY THE TERMS OF A CERTAIN WARRANTHOLDERS RIGHTS
AGREEMENT, DATED JULY 23, 1999, BETWEEN THOMASTON XXXXX, INC. AND THE
"PURCHASER" IDENTIFIED AS SUCH BELOW, AMONG OTHERS (THE "RIGHTS AGREEMENT"), A
COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THOMASTON XXXXX, INC.
WARRANT
TO PURCHASE SHARES OF CLASS A AND
CLASS B VOTING COMMON STOCK
OF THOMASTON XXXXX, INC.
No. 2 July 23, 1999
THIS IS TO CERTIFY THAT, for value received, WACHOVIA BANK, N.A. (the
"Purchaser") or holder (the holder of this Warrant is hereinafter referred to as
"Warrantholder") is entitled to purchase from THOMASTON XXXXX, INC., a Georgia
corporation (the "Company"), as a whole, at any time during the "Exercise
Period," as that is defined in the Rights Agreement, at the principal office of
the Company, for the "Exercise Price" (as that term is defined in the Rights
Agreement), payable in the manner described below, (A) shares of Class A
non-voting common stock of the Company $1.00 par value per share (the "Class A
Stock"), representing upon issuance, four and five-tenths of one percent
(4.05%), on a fully diluted basis, of fully paid and non-assessable shares of
Class A Stock; and (B) shares of Class B voting common stock of the Company,
$1.00 par value per share (the "Class B Stock"), representing upon issuance,
four and five-tenths of one percent (4.05%), on a fully diluted basis, of fully
paid and non-assessable Class B Stock. As used hereinabove, the term "on a fully
diluted basis" means, in respect of the Class A Stock and the Class B Stock,
respectively (the "Common Stock"), that number of shares thereof after
considering all options, warrants (including, particularly, but without
limitation, any warrants being issued concurrently herewith to other parties to
the Rights Agreement), conversion rights or similar rights then outstanding to
acquire any such shares of such class of Common Stock as having been exercised,
and subject to proportionate and equitable adjustment for any stock dividends,
stock splits, combinations and similar recapitalizations affecting either such
class of Common Stock occurring subsequent to the date of issuance of this
Warrant.
4
Payment of the Exercise Price may be made, at the option of the
Purchaser, either (i) by cash; or (ii) by receiving from the Company the number
of shares of Common Stock as to which this Warrant is being exercised, minus the
number of shares of Common Stock having a value, based on the closing price
thereof on the trading day immediately preceding the date of such exercise,
equal to the product of (x) the Exercise Price times (y) the number of shares of
Common Stock as to which this Warrant is being exercised; or (iii) by setting
off such payment obligation against any payment obligation of the Company to the
Purchaser which is then due, but which then remains unpaid.
This Warrant is issued pursuant to the Rights Agreement, the terms and
conditions of which are hereby incorporated by reference and made an integral
part hereof.
To evidence any permitted transfer or transfers of all or any portion
of this Warrant in accordance with the terms of this Warrant and the Rights
Agreement, the Company shall, upon receipt of this Warrant and a written request
from the Warrantholder and the transferee or transferees, issue separate
replacement Warrants registered in the name of each respective transferee (and a
replacement Warrant registered in the name of the Warrantholder if the
Warrantholder will retain any portion of this Warrant following such transfer)
exercisable for the portion of the Warrant held by each such transferee and the
Warrantholder following such transfer or transfers.
This Warrant shall be governed by, construed, and enforced in
accordance with, the internal laws and judicial decisions of the State of
Georgia.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and sealed in its name by its duly authorized officers this 23rd day of July,
1999.
THOMASTON XXXXX, INC.
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxxx, President and Chief
Executive Officer
Attest:
/s/ A. Xxxxxxx Xxx
---------------------------------
A. Xxxxxxx Xxx, Vice President - Finance
[CORPORATE SEAL]
2
5
THIS WARRANT AND THE RIGHTS TO ACQUIRE SHARES REPRESENTED HEREBY WERE OFFERED
AND SOLD IN A NON-PUBLIC TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF FEDERAL AND APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR SUCH
RIGHTS MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED BY THE HOLDER HEREOF EXCEPT
IN A TRANSACTION IN COMPLIANCE WITH SUCH REGISTRATION REQUIREMENTS OR EXEMPT
THEREFROM.
THE TRANSFER OF ANY OF THE RIGHTS TO ACQUIRE CAPITAL STOCK REPRESENTED BY THIS
WARRANT IS FURTHER RESTRICTED BY THE TERMS OF A CERTAIN WARRANTHOLDERS RIGHTS
AGREEMENT, DATED JULY 23, 1999, BETWEEN THOMASTON XXXXX, INC. AND THE
"PURCHASER" IDENTIFIED AS SUCH BELOW, AMONG OTHERS (THE "RIGHTS AGREEMENT"), A
COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THOMASTON XXXXX, INC.
WARRANT
TO PURCHASE SHARES OF CLASS A AND
CLASS B VOTING COMMON STOCK
OF THOMASTON XXXXX, INC.
No. 3 July 23, 1999
THIS IS TO CERTIFY THAT, for value received, BANK OF AMERICA, N.A. (the
"Purchaser") or holder (the holder of this Warrant is hereinafter referred to as
"Warrantholder") is entitled to purchase from THOMASTON XXXXX, INC., a Georgia
corporation (the "Company"), as a whole, at any time during the "Exercise
Period," as that is defined in the Rights Agreement, at the principal office of
the Company, for the "Exercise Price" (as that term is defined in the Rights
Agreement), payable in the manner described below, (A) shares of Class A
non-voting common stock of the Company $1.00 par value per share (the "Class A
Stock"), representing upon issuance, one and nine-tenths of one percent (1.9%),
on a fully diluted basis, of fully paid and non-assessable shares of Class A
Stock; and (B) shares of Class B voting common stock of the Company, $1.00 par
value per share (the "Class B Stock"), representing upon issuance, one and
nine-tenths percent (1.9%), on a fully diluted basis, of fully paid and
non-assessable Class B Stock. As used hereinabove, the term "on a fully diluted
basis" means, in respect of the Class A Stock and the Class B Stock,
respectively (the "Common Stock"), that number of shares thereof after
considering all options, warrants (including, particularly, but without
limitation, any warrants being issued concurrently herewith to other parties to
the Rights Agreement), conversion rights or similar rights then outstanding to
acquire any such shares of such class of Common Stock as having been exercised,
and subject to proportionate and equitable adjustment for any stock dividends,
stock splits, combinations and similar recapitalizations affecting either such
class of Common Stock occurring subsequent to the date of issuance of this
Warrant.
6
Payment of the Exercise Price may be made, at the option of the
Purchaser, either (i) by cash; or (ii) by receiving from the Company the number
of shares of Common Stock as to which this Warrant is being exercised, minus the
number of shares of Common Stock having a value, based on the closing price
thereof on the trading day immediately preceding the date of such exercise,
equal to the product of (x) the Exercise Price times (y) the number of shares of
Common Stock as to which this Warrant is being exercised; or (iii) by setting
off such payment obligation against any payment obligation of the Company to the
Purchaser which is then due, but which then remains unpaid.
This Warrant is issued pursuant to the Rights Agreement, the terms and
conditions of which are hereby incorporated by reference and made an integral
part hereof.
To evidence any permitted transfer or transfers of all or any portion
of this Warrant in accordance with the terms of this Warrant and the Rights
Agreement, the Company shall, upon receipt of this Warrant and a written request
from the Warrantholder and the transferee or transferees, issue separate
replacement Warrants registered in the name of each respective transferee (and a
replacement Warrant registered in the name of the Warrantholder if the
Warrantholder will retain any portion of this Warrant following such transfer)
exercisable for the portion of the Warrant held by each such transferee and the
Warrantholder following such transfer or transfers.
This Warrant shall be governed by, construed, and enforced in
accordance with, the internal laws and judicial decisions of the State of
Georgia.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and sealed in its name by its duly authorized officers this 23rd day of July,
1999.
THOMASTON XXXXX, INC.
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------
Xxxx X. Xxxxxxxxx, President and Chief
Executive Officer
Attest:
/s/ A. Xxxxxxx Xxx
---------------------------------
A. Xxxxxxx Xxx, Vice President - Finance
[CORPORATE SEAL]
2
