EXHIBIT 1
FIRST AMENDMENT, dated as of March 13, 1998 (the "AMENDMENT") to THE
RIGHTS AGREEMENT, dated as of April 23, 1997 (as the same may be amended,
supplemented or otherwise modified from time to time, the "RIGHTS
AGREEMENT"), between Department 56, Inc., a Delaware corporation (the
"COMPANY"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey
limited liability company ("RIGHTS AGENT").
SECTION 1. Definitions and Section References.
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1.1. Defined Terms. Unless otherwise defined herein, terms which are
defined in the Rights Agreement and used herein are so used as so defined.
1.2. Section References. Unless otherwise indicated, all Section and
subsection references are to the Rights Agreement:
SECTION 2. Amendments to the Rights Agreement.
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2.1. Amendment to Section 1. Section 1 of the Rights Agreement is
hereby amended by amending and restating in its entirety the definition of
"Acquiring Person" to read as follows:
(a) "ACQUIRING PERSON" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall
be the Beneficial Owner of 18.5% or more of the then outstanding
Common Shares (other than as a result of a Permitted Offer) or
was such a Beneficial Owner at any time after the date hereof,
whether or not such person continues to be the Beneficial Owner
of 18.5% or more of the then outstanding Common Shares.
Notwithstanding the foregoing, (i) the term "Acquiring Person"
shall not include (A) the Company, (B) any Subsidiary of the
Company, (C) any employee benefit plan of the Company or of any
Subsidiary of the Company, or (D) any Person or entity organized,
appointed or established by the Company for or pursuant to the
terms of any such plan acting in such capacity; and (ii) no
Person shall become an "Acquiring Person" (x) as a result of the
acquisition of Common Shares by the Company which, by reducing
the number of Common Shares outstanding, increases the
proportional number of shares beneficially owned by such Person
together with all Affiliates and Associates of such Person,
provided, that if (1) a Person would become an Acquiring Person
(but for the operation of this clause (x)) as a result of the
acquisition of Common Shares by the Company, and (2) after such
share acquisition by the Company, such Person, or an Affiliate or
Associate of such Person, becomes the Beneficial Owner of any
additional Common Shares, then such Person shall be deemed an
Acquiring Person, or (y) if (1) within five Business Days after
such Person would otherwise have become or, if such Person did so
inadvertently, after such Person discovers that such Person would
otherwise have become, an Acquiring Person (but for the operation
of this clause (y)), such Person notifies the Board that such
Person did so inadvertently, and (2) within two Business Days
after such notification (or such greater period of time as may be
determined by action of the Board, but in no event greater than
five Business Days), such Person divests itself of a sufficient
number of Common Shares so that such Person is the Beneficial
Owner of such number of Common Shares that such Person no longer
would be an Acquiring Person.
SECTION 3. Miscellaneous.
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3.1. Continuing Effect; No Other Amendments. Except as expressly
amended hereby, all of the terms and provisions of the Rights Agreement are
and shall remain in full force and effect. The amendments provided herein
are limited to the specific subsections of the Rights Agreement specified
herein and shall not constitute an amendment of, or indication of the
willingness of the parties thereto to amend, any other provisions of the
Rights Agreement.
3.2. Governing Law. This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such
State.
3.3. Counterparts. 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 and attested, all as of the date and year first above
written.
DEPARTMENT 56, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
the Rights Agent
By: /s/ Xxxxxxxxx Xxxxx
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Name: Xxxxxxxxx Xxxxx
Title: Relationship Manager
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
