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EXHIBIT NO. 4.1
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
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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 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 Sections 11(a), (b), (c),
(e), (g), (h), (i), (j) 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
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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 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
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specifically provided for herein, certain specified members thereof)
in good faith, 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/ David M. Tehle
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Name: David M. Tehle
Title: Executive Vice President - Chief
Financial Officer
MELLON INVESTOR SERVICES, LLC., as Rights Agent
By: /s/ Tim Reagan
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Name: Tim Reagan
Title: Assistant Vice President
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