1
EXHIBIT 6
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment"), dated as of March 27, 1998, is
entered into between Ameriwood Industries International Corporation, a Michigan
corporation (the "Company"), and Xxxxxx Trust and Savings Bank, an Illinois
banking corporation, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have entered into a Rights
Agreement, dated as of April 4, 1996 (the "Rights Agreement");
WHEREAS, the Company intends to enter into an Agreement and Plan of Merger,
dated as of March 27, 1998 (as it may be amended from time to time, the "Merger
Agreement"), among the Company, Dorel Industries Inc., a Quebec corporation
("Parent"), and Horizon Acquisition, Inc., a Delaware corporation and a
wholly-owned subsidiary of Parent ("Acquisition Sub"), pursuant to which
Acquisition Sub has agreed to make a cash tender offer (the "Offer") for all
outstanding shares of common stock, including the associated common share
purchase rights (the "Shares"), of the Company, to be followed by a merger of
Acquisition Sub with and into the Company (the "Merger");
WHEREAS, in connection with the execution of the Merger Agreement, Parent
and Acquisition Sub intend to enter into a Tender and Option Agreement, dated as
of March 27, 1998 (each a "Tender Agreement" and collectively the "Tender
Agreements"), with certain shareholders of the Company, pursuant to which such
shareholders will, among other things, agree to validly tender all Shares owned
by them pursuant to the Offer on the terms and subject to the conditions set
forth therein;
WHEREAS, the Board of Directors of the Company believes that it is in the
best interests of the Company and its shareholders that the Offer and Merger be
consummated on the terms set forth in the Merger Agreement;
WHEREAS, the Board of Directors of the Company desires to amend the Rights
Agreement such that the execution of the Merger Agreement and the Tender
Agreements and the consummation of the transactions contemplated thereby will
not cause (i) Parent and/or Acquisition Sub or their respective Affiliates or
Associates to become an Acquiring Person (as such terms are defined in the
Rights Agreement) so long as the Merger Agreement or the Tender Agreements are
in effect or (ii) a Distribution Date or a Shares Acquisition Date (as such
terms are defined in the Rights Agreement) to occur, irrespective of the number
of Shares acquired pursuant to the Offer and the Merger;
WHEREAS, the Board of Directors of the Company believes that it is in the
best interests of the Company and its shareholders that the Rights Agreement be
amended as set forth herein; and
WHEREAS, Section 26 of the Rights Agreement authorizes the Board of
Directors of the Company and the Rights Agent to adopt the proposed amendment
without the approval of the Company's shareholders;
NOW, THEREFORE, in consideration of the recitals (which are deemed to be a
part of this Amendment) and agreements contained herein, the parties hereto
agree to amend the Rights Agreement as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by inserting
"(i)" between the word "include" and "the" and by inserting the following
after the word "plan" at the end of such Section 1(a):
and (ii) Dorel Industries Inc., a Quebec corporation ("Dorel"), or
Horizon Acquisition, Inc., a Delaware corporation and a wholly-owned
subsidiary of Dorel (collectively with Dorel, the "Acquirors"), and
their respective Affiliates and Associates, from and after the execution
of the Merger Agreement or the Tender Agreements; provided that, in the
case of clause (ii) above, if the tender offer contemplated by the
Merger Agreement is not consummated, then the Acquirors and their
respective Affiliates and Associates shall not be deemed to be excluded
from this definition of Acquiring Person at any time after the Merger
Agreement and the Tender Agreements have terminated in accordance with
their respective terms.
2
2. Section 1(h) of the Rights Agreement is hereby modified and amended
by adding the following sentence at the end thereof:
Notwithstanding any provision of this Agreement to the contrary, neither
the execution and delivery of the Merger Agreement or the Tender
Agreements nor consummation of the transactions contemplated by the
Merger Agreement or the Tender Agreements shall be deemed to cause a
Shares Acquisition Date.
3. Section 3(a) of the Rights Agreement is hereby modified and amended
by adding the following sentence at the end thereof:
Notwithstanding any provision of this Agreement to the contrary, neither
the execution and delivery of the Merger Agreement or the Tender
Agreements nor consummation of the transactions contemplated by the
Merger Agreement or the Tender Agreements shall cause a Distribution
Date.
4. Section 15 of the Rights Agreement is hereby modified and amended
to add the following sentence at the end thereof:
Nothing in this Agreement shall be construed to give any holder of
Rights or any other Person any legal or equitable rights, remedy or
claim under this Agreement in connection with any transactions
contemplated by the Merger Agreement or the Tender Agreements.
5. Capitalized terms used but not defined herein shall have the
meaning assigned to such terms in the Rights Agreement.
6. Except as expressly amended hereby, the Rights Agreement remains in
full force and effect.
7. This Amendment shall be deemed to be a contract made under the laws
of the State of Michigan, and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts
made and performed entirely within such State.
8. 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 hereto have caused this Amendment to be
duly executed as of the day and year first above written.
AMERIWOOD INDUSTRIES INTERNATIONAL
CORPORATION
By: /s/ XXXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive
Offices
XXXXXX TRUST AND SAVINGS BANK
By: /S/ XXXXXX XXXXXXX
--------------------------------------
Name: /s/ Xxxxxx Xxxxxxx
Title: Vice President
2
