EXHIBIT 1
AMENDED RIGHTS AGREEMENT
This Amendment No. 2 to Rights Agreement is entered into effective this
17th day of January, 2000 by and between Transport Corporation of America, Inc.,
a Minnesota corporation (the "Company") and Norwest Bank Minnesota, N.A., (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent entered into that certain
Rights Agreement dated as of February 25, 1997, as amended on June 29, 1998 (the
"Agreement") and now desire to amend Section 1(a) of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, Section 1(a) of the Rights Agreement is hereby amended
in its entirety as follows:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates (as
such term is hereinafter defined) and Associates (as such term is
hereinafter defined) of such Person, without the prior approval of a
majority of the Board of Directors, shall be the Beneficial Owner (as
such term is hereinafter defined) of voting securities having fifteen
percent (15%) or more of the then voting power of the Company, but
shall not include the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of the
Company, or any entity organized, appointed or established by the
Company for or pursuant to the terms of any such plan; provided,
however, that if a Person is the Beneficial Owner at the close of
business on the date of this Agreement of fifteen percent (15%) or more
of the voting power of the Company, such Person shall not be deemed an
Acquiring Person unless and until such Person acquires any additional
Common Stock in any manner other than pursuant to a stock dividend,
stock split, recapitalization or similar transaction that does not
affect the percentage of outstanding Common Stock beneficially owned by
such Person. Notwithstanding the foregoing or the last sentence of this
Section 1(a), no Person shall become an "Acquiring Person" as the
result of an acquisition of Common Stock by the Company which, by
reducing the number of shares outstanding, increases the proportionate
number of shares beneficially owned by such Person to fifteen percent
(15%) or more of the then voting power of the Company then outstanding;
provided, however, that if a Person shall become the Beneficial Owner
of fifteen percent(15%) or more of the then voting power of the Company
then outstanding by reason of shares purchased by the Company and
shall, after such share purchases by the Company, become the Beneficial
Owner of any additional Common Stock of the Company, then such Person
shall be deemed to be an "Acquiring Person." Notwithstanding the
foregoing, if a majority of the Continuing Directors then in office
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 such Person
divests as promptly as practicable a sufficient number of shares of
Common Stock 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 an "Acquiring
Person" for any purposes of this Agreement. Notwithstanding the
foregoing, the parties to that certain Stock Purchase Agreement of the
Company dated May 20, 1998 relating to the acquisition of North Star
Transport, Inc. who will be receiving the Company's Common Stock
pursuant to such Stock Purchase Agreement (the "North Star
Shareholders") shall not be deemed an Acquiring Person until such time
as they become the Beneficial Owner of seventeen percent (17%) or more
of the voting power of the Company and references to "fifteen percent
(15%)" in this Agreement shall be deemed to refer to "seventeen percent
(17%)" when applied to the North Star Shareholders. Further,
notwithstanding the foregoing, US Freightways Corporation ("USF") and
Zeus Acquisition Corporation ("Merger Sub"), who are parties to that
certain Agreement and Plan of Merger by and among USF, the Company and
Merger Sub, dated January 17, 2000 (the "Merger Agreement"), and who
will be receiving irrevocable proxies from certain shareholders of the
Company as specified in the Merger Agreement shall not be deemed an
Acquiring Person as a result of their entering into such voting and
proxy agreements.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be duly executed and attested as of the day and year first above written.
This Amendment may be signed in one or more counterparts, each of which
shall be deemed an original but all of which together will constitute one and
the same instrument.
TRANSPORT CORPORATION OF AMERICA, INC.
Attest:
By By
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Its Its
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NORWEST BANK MINNESOTA, N.A.
Attest:
By By
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Its Its
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