FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this "First
Amendment") is made effective as of December 6, 1996, by and
between LONGVIEW FIBRE COMPANY, a Washington corporation (the
"Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (the
"Agent"). All capitalized terms used in this First Amendment and
not defined herein shall have the meanings assigned thereto in
the Agreement, unless the context otherwise requires.
W I T N E S S E T H
WHEREAS, the Company and The Bank of California, N.A.,
entered into a Rights Agreement (the "Agreement") dated as of
March 1, 1989, providing for such bank to act as agent for the
Company and the holders of the Rights in accordance with the
terms and conditions of the Agreement; and
WHEREAS, the Agent is the successor to The Bank of
California, N.A., as the Rights Agent; and
WHEREAS, following the effectiveness of the Agreement,
the Company changed its corporate domicile from Delaware to
Washington through a reincorporation merger with a wholly owned
subsidiary having the effect of a five-for-one split of the
Company's common stock and so resulting in a proportional
adjustment of the Purchase Price and the Redemption Price,
pursuant to Section 11(a)(i) of the Agreement; and
WHEREAS, the Board of Directors of the Company has
considered whether approval of the reduction of the percentages
set forth in the definitions of "Acquiring Person" and "Offering
Person" in Section 1 of the Agreement and of this First Amendment
effecting such reduction and making certain other modifications
and technical corrections to the Agreement (together, the
"Proposed Amendments") is in the best interests of the Company
and its shareholders, as well as other pertinent factors; and
WHEREAS, the Board of Directors of the Company has
concluded that approval and adoption of the Proposed Amendments
is in the best interests of the Company and its shareholders; and
WHEREAS, Section 27 of the Agreement provides that upon
satisfaction of certain conditions, all of which are satisfied,
the Agreement may be amended without the approval of any holders
of certificates representing shares of Common Stock.
NOW, THEREFORE, intending to be legally bound hereby,
the parties hereby agree to amend the Agreement as follows:
Section 1. Section 1(a) of the Agreement is hereby
amended and restated in its entirety to read as follows:
(a) "Acquiring Person" shall mean
any Person who or which, together with all
Affiliates and Associates (as such terms are
hereinafter defined) of such Person, shall be
the Beneficial Owner of 10% or more of the
shares of Common Stock then outstanding, but
shall not include (i) the Company, (ii) any
Subsidiary of the Company, (iii) any employee
benefit plan of the Company or any Subsidiary
of the Company, or any person or entity
organized, appointed or established by the
Company for or pursuant to the terms of any
such plan or (iv) any group which includes
any member of the Founding Families if a
majority of the shares of Common Stock
beneficially owned by the members of such
group (such beneficial ownership including
the right to vote such shares) are
beneficially owned by a member or members of
the Founding Families (the "Approved Group").
Section 2. Section 1(h) of the Agreement is hereby
amended by deleting the phrase "par value $7.50" and substituting
in lieu thereof the phrase "$1.50 ascribed value per share."
Section 3. Section 1(q) of the Agreement is hereby
amended and restated in its entirety to read as follows:
(q) "Offering Person" shall mean
any Person, (other than (i) the Company, (ii)
any Subsidiary of the Company, (iii) any
employee benefit plan of the Company or of
any Subsidiary of the Company, or any person
or entity organized, appointed or established
by the Company for or pursuant to the terms
of any such plan or (iv) the Approved Group)
who alone or together with its Affiliates and
Associates, shall announce (within the
meaning of Rule 14d-2(a) of the General Rules
and Regulations under the Exchange Act) a
tender offer or exchange offer, if upon
consummation thereof, such Person would be
the Beneficial Owner of 10% or more of the
shares of Common Stock then outstanding.
Section 4. Section 3(a) of the Agreement is hereby
amended by deleting the phrase "30% or more" and substituting in
lieu thereof the phrase "10% or more."
Section 5. Section 11(a)(ii)(A) of the Agreement is
hereby amended and restated in its entirety to read as follows:
(A) any Person (other than (1) the
Company, (2) any Subsidiary of the Company,
(3) any employee benefit plan of the Company
or of any Subsidiary of the Company or any
Person or entity organized, appointed or
established by the Company for or pursuant to
the terms of any such plan or (4) the
Approved Group), alone or together with its
Affiliates and Associates, shall, at any time
after the Distribution Date, become the
Beneficial Owner of 10% or more of the shares
of Common Stock then outstanding, unless the
event causing the 10% threshold to be crossed
is a transaction set forth in Section 13(a)
hereof, or
Section 6. Section 11(a)(iii) of the Agreement is
hereby amended by deleting the phrase "Restated Certificate of
Incorporation" and substituting in lieu thereof the phrase
"Articles of Incorporation."
Section 7. Section 23 of the Agreement is hereby
amended by deleting paragraph (b) thereof and by redesignating
the succeeding paragraphs of such section as (b), (c) and (d).
Section 8. Section 32 of the Agreement is hereby
amended by deleting the phrase "State of Delaware" and
substituting in lieu thereof the phrase "State of Washington."
Section 9. In all other respects, the Agreement is
hereby ratified and confirmed.
Section 10. From and after the date hereof, each
reference in the Rights Agreement to "this Agreement," "hereof,"
"hereunder," or words of like import and all references to the
Rights Agreement in any and all agreements, instruments,
documents, notes, certificates and other writings of every kind
and nature shall be deemed to mean the Rights Agreement as
modified and amended by this First Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be duly executed as of the day and year first
above written.
LONGVIEW FIBRE COMPANY
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President - Finance
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Xxx Xxxx
Name: Xxx Xxxx
Title: Assistant Vice President
