EXHIBIT 4.1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of September 22, 1998, to the Rights Agreement,
dated as of March 16, 1989 (the "Rights Agreement"), between Raven Industries,
Inc., a South Dakota corporation (the "Company"), and Norwest Bank Minnesota,
National Association (the "Rights Agent").
WHEREAS, the Company and the Rights Agent have heretofore executed
and entered into the Rights Agreement;
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 26 thereof;
WHEREAS, the Board of Directors has determined that it is in the
best interests of the Company and its shareholders to amend the Rights Agreement
to change the definition of an "Acquiring Person" pursuant to Section 1(a) of
the Rights Agreement, and any other provisions in the Rights Agreement that
relate to such definition; and
NOW, THEREFORE, the Company and the Rights Agent hereby amend the
Rights Agreement as follows:
1. Amendment to the Rights Agreement.
A. Section 1(a) of the Rights Agreement is hereby amended to read
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, shall be the Beneficial Owner (as such term
is hereinafter defined) of 25% or more of the then outstanding
shares of Common Stock of the Company or who was such a Beneficial
Owner at any time after the date hereof, whether or not such person
continues to be the Beneficial Owner of 25% or more of the then
outstanding shares of Common Stock 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. For purposes of this
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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 General Rules and Regulations under the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), as in effect on the
date of this Agreement.
B. Section 3(a) of the Rights Agreement is hereby amended to read
in its entirety as follows:
(a) Until the earlier of (i) the close of business on the tenth day
after the Stock Acquisition Date, or (ii) the close of business on
the tenth day after the date of the commencement of, or first public
announcement of the intent of any Person (other than the Company,
any Subsidiary of the Company or 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) to commence (which intention to commence remains
in effect for five business days after such announcement), a tender
or exchange offer which would result in such Person becoming the
Beneficial Owner of 25% or more of the then outstanding shares of
Common Stock of the Company (including any such date which is after
the date of this Agreement and prior to the issuance of the Rights)
(the earlier of such dates being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject to
the provisions of paragraph (b) of this Section 3) by the
certificates for Common Stock registered in the names of the holders
of the Common Stock (which certificates for Common Stock shall be
deemed also to be certificates for Rights) and not by separate
certificates, and (y) the Rights (and the right to receive
certificates therefor) will be transferable only in connection with
the transfer of the underlying shares of Common Stock (including a
transfer to the Company). As soon as practicable after the
Distribution Date, the Rights Agent will send by first class,
postage prepaid mail, to each record holder of the Common Stock as
of the close of business on the Distribution Date, at the address of
such holder shown on the records of the Company, one or more rights
certificates, in substantially the same form of Exhibit A hereto
(the "Rights Certificates"), evidencing one Right for each share of
Common Stock so held. As of and after the Distribution Date, the
Rights will be evidenced solely by such Rights Certificates.
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C. Section 23(a)(ii) of the Rights Agreement is hereby amended to
read in its entirety as follows:
(ii) In addition, a majority of the Continuing Directors may redeem
all but not less than all of the then outstanding Rights at the
Redemption Price following the occurrence of a Stock Acquisition
Date but prior to any event described in Section 13(a) either (x) if
each of the following shall have occurred and remain in effect: (1)
a Person who is an Acquiring Person shall have transferred or
otherwise disposed of a number of shares of Common Stock in a
transaction, or series of transactions, which did not result in the
occurrence of an event described in Section 11(a)(ii) such that such
Person is thereafter a Beneficial Owner of 5% or less of the then
outstanding shares of Common Stock of the Company and (2) there are
no other Persons, immediately following the occurrence of the event
described in clause (1), who are Acquiring Persons or (y) in
connection with any event specified in Sections 11(a)(ii)(A)(1) or
13(a) not involving an Acquiring Person or an Affiliate or Associate
of an Acquiring Person or (z) following an occurrence of an event
set forth in, and the expiration of any period during which the
holder of Rights may exercise the rights under, Section 11(a)(ii),
but only if at the time of such redemption, neither the Acquiring
Person nor any other Acquiring Person is the Beneficial Owner of 25%
or more of the then outstanding shares of Common Stock of the
Company.
2. Miscellaneous.
(a) Except as otherwise expressly provided, or unless the context
otherwise requires, all capitalized terms used herein have the meanings ascribed
to them in the Rights Agreement.
(b) This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall constitute but
one and the same document.
(c) Except as expressly set forth herein, this Amendment shall not
by implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first written above.
RAVEN INDUSTRIES, INC.
By: /s/ Thomas Iacarella
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Its: VP Finance
NORWEST BANK MINNESOTA, N.A.
By: /s/ Ted Garrity
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Its: Assistant Vice President
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