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EXHIBIT 99.1
FIRST AMENDMENT TO THE
BTG, INC. RIGHTS AGREEMENT
This First Amendment to the Rights Agreement ("Agreement") is made this 14th day
of December 1999 by and between BTG, Inc. a Virginia corporation (the
"Company"), and First Union National Bank, a North Carolina banking institution
(the "Rights Agent").
WHEREAS, on September 16, 1998, the Board of Directors of BTG adopted a
Shareholder Rights Plan (the "Plan") to help protect the rights and investment
of the shareholders of BTG; and
WHEREAS, at the time the Plan was entered into Heartland Advisors,
Inc., together with its affiliates and associates ("Heartland"), owned
approximately 19.2% of the outstanding shares of BTG; and
WHEREAS, it was found to be in the best interests of the corporation to
permit Heartland to acquire additional shares of BTG stock without triggering
the separation of certain rights in preferred stock that would otherwise be
triggered; and
WHEREAS, Heartland currently owns an estimated 1,784,900 shares of BTG
stock and desires to acquire additional shares without triggering the special
protective features of the Plan; and
WHEREAS, the Board of Directors has determined that it is in the best
interests of BTG and its shareholders to permit the acquisition of an additional
interest in BTG by Heartland;
NOW, THEREFORE, the parties hereto agree as follows:
The third sentence of subparagraph (a) of Section 1. Certain Definitions, is
hereby deleted and replaced with the following:
Additionally, notwithstanding the foregoing, Heartland Advisors, Inc.
(together with his Affiliates and Associates, "Qualified Exempt
Person") shall not be deemed an "Acquiring Person"; provided, however,
that if after the date hereof, at any time, Qualified Exempt Person
shall become the Beneficial Owner of more than one million nine hundred
and fifty thousand (1,950,000) shares of Common Stock of the Company,
then Exempt Person shall be deemed an "Acquiring Person."
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IN WITNESS WHERE OF, the parties hereto have caused this First Amendment to the
Rights Agreement to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
BTG, Inc.
Attest:
By: /s/ Xxxxxxx Xxx By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxxx Xxx Name: Xxxxxx X. Xxxxxxx
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Title: Group Vice President Title: President
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First Union National Bank
Attest:
By: /s/ Xxx Xxxxxx By: /s/ Xxxxxx X. XxXxxxx
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Name: Xxx Xxxxxx Name: Xxxxxx X. XxXxxxx
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Title: Trust Officer Title: Vice President
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