EXHIBIT 4
SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Second Amendment") is made
effective as of December 18, 1998, 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 Second 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, the Company and the Agent executed a First Amendment to Rights
Agreement (the "First Amendment") effective as of December 6, 1996; and
WHEREAS, the Board of Directors desires to correct a defective and
inconsistent provision in the Agreement that was introduced by the First
Amendment; and
WHEREAS, Section 27 of the Agreement, as amended, 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 the Company's Common Stock.
NOW, THEREFORE, intending to be legally bound hereby, the parties hereby
agree to amend the Agreement by amending and restating Section 11(a)(ii)(A) of
the Agreement to read in its entirety 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 Rights Dividend Declaration 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
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed as of the day and year first above written.
LONGVIEW FIBRE COMPANY
By: /s/ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President-Finance,
Secretary and Treasurer
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ XXX XXXX
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Name: Xxx Xxxx
Title: Assistant Vice President
