EXHIBIT NO. 1
AMENDMENT NO.1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "AMENDMENT"),
dated as of August 30, 2001, is between HAGGAR CORP., a Nevada corporation (the
"COMPANY"), and MELLON INVESTOR SERVICES LLC, as successor rights agent to
Chemical Shareholder Services Group, Inc. (the "RIGHTS AGENT").
WITNESSETH
WHEREAS, the Company and the Rights Agent entered into a
Rights Agreement dated as of December 1, 1992 (the "RIGHTS AGREEMENT"); and
WHEREAS, Section 27 of the Rights Agreement permits the
amendment of the Rights Agreement by the Company prior to the Distribution Date
(as such term is defined in the Rights Agreement); and
WHEREAS, the Distribution Date has not occurred; and
WHEREAS, pursuant to a resolution duly adopted on August 30,
2001, the Board of Directors of the Company has adopted and authorized the
amendment of the Rights Agreement to (i) reduce to 15% the percentage of the
outstanding stock of the Company required to be beneficially owned by a person
in order for such person to become an "Acquiring Person" under the Rights
Agreement and (ii) delete all references to the term "Continuing Director" in
the Rights Agreement and vest all decision-making powers in the Board of
Directors of the Company; and
WHEREAS, the Board of Directors of the Company has resolved
and determined that such amendment is desirable and consistent with, and for the
purpose of fulfilling, the objectives of the Board of Directors in connection
with the original adoption of the Rights Agreement;
NOW, THEREFORE, the Rights Agreement is hereby amended as
follows:
Section 1. AMENDMENT OF SECTION 1(a) OF THE RIGHTS AGREEMENT.
Section 1(a) of the Rights Agreement is hereby amended to read in its entirety
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 15% or more of the shares of Common Stock of
the Company then outstanding, excluding all Family Shares from shares
beneficially owned, but shall not include the Company, any Subsidiary
of the Company, any employee
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benefit plan of the Company or of any Subsidiary of the Company, or
any Person holding shares of Common Stock of the Company for or
pursuant to the terms of any such plan. Notwithstanding the
foregoing, no Person shall become an "Acquiring Person" (i) solely
as the result of an acquisition of shares of Common Stock by the
Company that, by reducing the number of shares outstanding,
increases the proportionate number of shares beneficially owned by
such Person to 15% or more of the shares of Common Stock of the
Company then outstanding, (ii) solely as the result of an
acquisition of shares of Common Stock pursuant to a Complying Offer,
unless and until such time as (x) such Person shall purchase or
otherwise become (as a result of actions taken by such Person or its
Affiliates or Associates) the Beneficial Owner of additional shares
of Common Stock constituting one percent (1%) or more of the then
outstanding shares of Common Stock other than pursuant to a
Complying Offer, or (y) any other Person who is the Beneficial Owner
of one percent (1%) or more of the then outstanding shares of Common
Stock shall thereafter become an Affiliate or Associate of such
Person, or (iii) if, as of August 30, 2001, such Person shall be the
Beneficial Owner of 15% or more of the shares of Common Stock of the
Company then outstanding, unless and until such time as such Person
shall become the Beneficial Owner of one or more additional shares
of Common Stock (other than pursuant to a dividend or distribution
paid or made by the Company on the outstanding shares of Common
Stock in shares of Common Stock or pursuant to a split or
subdivision of the outstanding shares of Common Stock), unless, upon
becoming the Beneficial Owner of such additional share or shares of
Common Stock, such Person is not then the Beneficial Owner of 15% or
more of the shares of Common Stock then outstanding.
Section 2. AMENDMENT OF SECTION 1(l) OF THE RIGHTS AGREEMENT.
Paragraph (l) of Section 1 is hereby amended by deleting the reference therein
to "Continuing Directors" and replacing such reference with "members of the
Board".
Section 3. AMENDMENT OF SECTION 1(m) OF THE RIGHTS AGREEMENT.
Section 1(m) of the Rights Agreement is hereby amended to read in its entirety
as follows:
(m) [Intentionally omitted.]
Section 4. AMENDMENT OF SECTION 3(a) OF THE RIGHTS AGREEMENT.
Paragraph (a) of Section 3 of the Rights Agreement is hereby amended by deleting
the reference therein to "20%" and replacing such reference with "15%".
Section 5. AMENDMENT OF SECTION 3(d) OF THE RIGHTS AGREEMENT.
Paragraph (d) of Section 3 of the Rights Agreement is hereby amended by deleting
the reference therein to "Continuing Directors" and replacing such reference
with "Board".
Section 6. AMENDMENT OF SECTION 11(f) OF THE RIGHTS AGREEMENT.
Section 11(f) of the Rights Agreement is hereby amended to read in its entirety
as follows:
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(f) If as a result of an adjustment made pursuant to Section
11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter
exercised shall become entitled to receive any shares of capital stock
other than Preferred Stock, thereafter the number of such other shares
so receivable upon exercise of any Right and the Purchase Price thereof
shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with
respect to the Preferred Stock contained in Xxxxxxxx 00(x), (x), (x),
(x), (x), (x), (x), (x) and (k), and the provisions of Sections 7, 9,
10, 13 and 14 hereof with respect to the Preferred Stock shall apply on
like terms to any such other shares.
Section 7. AMENDMENT OF SECTION 23(a) OF THE RIGHTS AGREEMENT.
Section 23(a) of the Rights Agreement is hereby amended to read in its entirety
as follows:
(a) The Board may, at its option, at any time prior to the
earlier of (i) the Close of Business on the Distribution Date following
the Stock Acquisition Date or (ii) the Final Expiration Date, redeem
all but not less than all the then outstanding Rights at a redemption
price of $.01 per Right, as such amount may be appropriately adjusted
to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being
hereinafter referred to as the "Redemption Price"). The redemption of
the Rights by the Board may be made effective at such time and on such
bases and conditions as the Board, in its sole discretion, may
establish. Notwithstanding anything contained in this Agreement to the
contrary, the Rights shall not be exercisable after the first
occurrence of a Section 11(a)(ii) Event until such time as the
Company's right of redemption hereunder has expired. The Company may,
at its option, pay the Redemption Price in cash, shares of Common Stock
(based on the "current market price", as defined in Section 11(d)(i)
hereof, of the Common Stock at the time of redemption) or any other
form of consideration deemed appropriate by the Board.
Section 8. AMENDMENT OF SECTION 27 OF THE RIGHTS AGREEMENT.
Section 27 of the Rights Agreement is hereby amended to read in its entirety as
follows:
Prior to the Distribution Date and subject to the penultimate
sentence of this Section 27, the Company and the Rights Agent shall, if
the Company so directs, supplement or amend any provision of this
Agreement without the approval of any holders of certificates
representing shares of Common Stock. From and after the Distribution
Date and subject to the penultimate sentence of this Section 27, the
Company and the Rights Agent shall, if the Company so directs,
supplement or amend this Agreement without the approval of any holders
of Rights Certificates in order (i) to cure any ambiguity, (ii) to
correct or supplement any provision contained herein that may be
defective or inconsistent with any other provisions herein, (iii) to
shorten or lengthen any time period hereunder or (iv) to change or
supplement the provisions hereof in any manner that the Company may
deem necessary or desirable and that shall not adversely
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affect the interests of the holder of Rights Certificates (other
than an Acquiring Person or an Affiliate or Associate of an
Acquiring Person); PROVIDED, HOWEVER, that this Agreement may not be
supplemented or amended to lengthen, pursuant to clause (iii) of
this sentence, (A) a time period relating to when the Rights may be
redeemed at a time when the Rights are not redeemable, or (B) any
other time period unless such lengthening is for the purpose of
protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of Rights. Upon the delivery of a
certificate from an appropriate officer of the Company that states
that the proposed supplement or amendment is in compliance with the
terms of this Section 27, the Rights Agent shall execute such
supplement or amendment. Notwithstanding anything contained in this
Agreement to the contrary, no supplement or amendment shall be made
that changes the Redemption Price, the Final Expiration Date, the
Purchase Price or the number of one one-hundredths of a share of
Preferred Stock for which a Right is exercisable; PROVIDED, HOWEVER,
that at any time prior to (i) the existence of an Acquiring Person
or (ii) the date that a tender or exchange offer by any Person
(other than the Company, any Subsidiary of the Company, any employee
benefit plan or employee stock plan of the Company or any
Subsidiary, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such
plan) is first published or sent or given within the meaning of Rule
14d-2(a) of the Rules and Regulations under the Exchange Act, if
upon consummation thereof, such Person would be the Beneficial Owner
of 15% or more of the shares of Common Stock then outstanding, the
Board may amend this Agreement to increase the Purchase Price. Prior
to the Distribution Date, the interests of the holders of Rights
shall be deemed coincident with the interests of the holders of
Common Stock.
Section 9. AMENDMENT OF SECTION 29 OF THE RIGHTS AGREEMENT.
Section 29 of the Rights Agreement is hereby amended to read in its entirety as
follows:
For all purposes of this Agreement, any calculation of the
number of shares of Common Stock outstanding at any particular time,
including for purposes of determining the particular percentage of such
outstanding shares of Common Stock of which any Person is the
Beneficial Owner, shall be made in accordance with the last sentence of
Rule 13d-3(d)(1)(i) of the Rules and Regulations under the Exchange
Act. The Board shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers
specifically granted to the Board or to the Company, or as may be
necessary or advisable in the administration of this Agreement,
including, without limitation, the right and power to (i) interpret the
provisions of this Agreement, and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement
(including a determination to redeem or not redeem the Rights or to
amend this Agreement). All such actions, calculations, interpretations
and determinations (including, for purposes of clause (y) below, all
omissions with respect to the foregoing) that are done or made by the
Board (or, where specifically provided for herein, certain specified
members thereof) in good faith,
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shall (x) be final, conclusive and binding on the Company, the
Rights Agent, the holders of the Rights and all other parties, and
(y) not subject the Board to any liability to the holders of the
Rights. The fact that any determination or failure to make a
determination hereunder may provide or fail to provide benefits to
stockholders, to holders of Rights or to members of the Board shall
not in itself be deemed an absence of good faith on the part of the
Board. No member of the Board shall be personally liable for any act
or omission in the making or not making of any determination under
this Agreement.
Section 10. RIGHTS AGREEMENT IN FULL FORCE AND EFFECT. Other
than as set forth in Sections 1 through 9 of this Amendment, the Rights
Agreement shall remain in full force and effect.
Section 11. EFFECTIVENESS. This Amendment to the Rights
Agreement shall be effective as of the date of this Amendment, and all
references to the Rights Agreement shall, from and after such time, be deemed to
be references to the Rights Agreement as amended hereby.
Section 12. CERTIFICATION. The undersigned officer of the
Company certifies by execution hereof that this Amendment is in compliance with
the terms of Section 27 of the Rights Agreement.
Section 13. MISCELLANEOUS. This Amendment may be executed in
any number of counterparts, 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. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, illegal, or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
HAGGAR CORP.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Executive Vice President - Chief Financial
Officer
MELLON INVESTOR SERVICES LLC, as Rights Agent
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Assistant Vice President
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