AMENDMENT NUMBER ONE
TO
STANDSTILL AGREEMENT
THIS AMENDMENT NUMBER ONE TO STANDSTILL AGREEMENT (this
"Amendment") is made and entered into as of April, 23, 1999 by
and between Rawlings Sporting Goods Company, Inc., a Delaware
corporation (the "Company"), and Bull Run Corporation, a Georgia
corporation ("Bull Run").
BACKGROUND:
The Company and Bull Run are parties to a certain Standstill
Agreement dated as of November 21, 1997 (the "Standstill
Agreement"). On April 9, 1999, Samuel R. Shapiro, Shapiro
Capital Management Company, Inc. and The Kaleidoscope Fund, L.P.
(collectively, "Shapiro") filed a Schedule 13G/A with the
Securities and Exchange Commission (the "SEC") reflecting
purchases (the "Additional Shapiro Purchases") of additional
shares of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), and disclosing that Shapiro was the
Beneficial Owner of a total of 1,277,400 shares of the Common
Stock, or 16.4% of the outstanding shares of the Common Stock.
Based upon information publicly available to the Company,
including reports filed by Bull Run and Shapiro with the SEC
under the federal securities laws, the Company believes that Bull
Run is an Associate of Shapiro, and that, unless the Company
takes action to amend the Rights Agreement, based on the number
of shares of Common Stock Beneficially Owned by Bull Run and
Shapiro collectively, that Shapiro has or will become an
Acquiring Person under the Rights Plan and that a Stock
Acquisition Date (as defined in the Rights Plan) has occurred or
will occur.
Both the Company and Bull Run desire to amend the Standstill
Agreement and the Rights Plan to reflect their mutual agreements
and understandings with respect thereto as set forth herein.
AGREEMENT:
IN CONSIDERATION OF the foregoing, the mutual covenants and
agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Definitions. Unless otherwise defined in this
Amendment, capitalized terms shall have the respective meanings
ascribed to such terms in the Standstill Agreement.
2. Amendment of Definition of "Percentage Limitation".
The definition of "Percentage Limitation" contained in Section
1.1 of the Standstill Agreement is hereby amended by the deletion
thereof in its entirety and the substitution of the following in
lieu thereof:
"'Percentage Limitation' shall mean 10.7% of the
total number of shares of the Common Stock
outstanding from time to time, or such lesser
percentage as Bull Run may own from time to time,
but in no event less than 10.1% (the computation
of the Percentage Limitation shall not include any
shares of the Common Stock issuable or issued upon
the exercise of the Warrants or issuable upon
conversion or exercise of any other outstanding
convertible or exchangeable securities)."
3. Amendment of Section 3.4. Section 3.4 of the
Standstill Agreement is hereby amended by adding the following
new clause (c) at the end thereof:
"and (c) for the slate of directors nominated by
the Board of Directors of the Company at the
Annual Meeting of Stockholders to be held in
January 2000 or at any adjournment or postponement
thereof"
4. New Article 3A. The Standstill Agreement is hereby
amended by adding the following new Article 3A, which will follow
Article 3 and precede Article 4 of the Standstill Agreement:
ARTICLE 3A
CERTAIN CONTROL TRANSACTIONS
Section 3A.1 Bull Run Participation. In
the event that the Board of Directors of the
Company (or any committee of the Board of
Directors of the Company) shall determine (i) to
initiate any process to explore strategic
alternatives available to the Company that could
reasonably be expected to lead to a Control
Transaction, including without limitation by
directing the officers, advisors or agents of the
Company (including an investment banking firm) to
find or negotiate with a third party regarding a
Control Transaction or (ii) to enter into an
agreement with any Person other than Bull Run with
regard to a Control Transaction, the Company shall
afford Bull Run the opportunity to participate in
such process on the same basis as any other
Person.
Section 3A.2 Bull Run Tender. In the event
that (i) the Board of Directors of the Company (or
any committee of the Board of Directors of the
Company) shall determine to engage in, and
recommends, a Control Transaction within one year
following the date of this Amendment, (ii) the
provisions of Section 3A.1 have been complied with
in respect of such Control Transaction and
(iii) Bull Run has not indicated a willingness to
make a proposal, within a reasonable time after
the Board determination or recommendation referred
to in clause (i) above, that would result in a
higher value to the stockholders of the Company
than the Board recommended Control Transaction,
then Bull Run shall (a) vote all of its shares of
Common Stock in favor of such Control Transaction
and (b) sell all of its shares of Common Stock in
such Control Transaction. Nothing in this Article
3A is intended to or shall provide Bull Run with
any contractual rights of "first refusal" or "last
look."
5. Bull Run Willingness to Make Proposal. The Company
acknowledges and agrees that if Bull Run indicates to the Board
of Directors of the Company (or a committee thereof) its
willingness to make a proposal to acquire the Company, the
indication of such interest by Bull Run shall not be deemed to be
a violation of the Standstill Agreement, as hereby amended.
6. Amendment of Rights Plan. Simultaneously with the
execution and delivery of this Amendment, the Company shall enter
into an amendment to the Rights Plan substantially in the form
set forth in Exhibit A.
7. Expenses. Bull Run will reimburse the Company for up
to $25,000 of all documented reasonable legal fees and expenses
incurred by the Company solely in connection with the preparation
and negotiation of this Amendment and the action taken to prevent
the Rights (as defined in the Rights Plan) from being triggered
as a result of the Additional Shapiro Purchases, including
without limitation the amendments of the Rights Plan for such
purpose.
8. Paul Martin Shares. Bull Run agrees that it will not
purchase any additional shares of Common Stock that Bull Run had
a right to acquire from Paul E. Martin ("Martin"). Bull Run
further agrees that on or before July 1, 1999, Bull Run will
sell, in the open market, 30,000 shares of the Common Stock, such
number being equal to the number of shares acquired by Bull Run
from Martin.
9. Bull Run Representations. Bull Run hereby represents
to the Company that as of the date of this Amendment, (i) Bull
Run Beneficially Owns an aggregate of 836,500 shares of the
Common Stock, which number includes 30,000 shares of the Common
Stock purchased from Martin pursuant to the Martin Agreement and
(ii) Robert S. Prather, Jr. Beneficially Owns 3,200 shares of the
Common Stock, which number does not include any of the 836,500
shares of the Common Stock owned directly by Bull Run and of
which he may be deemed to have indirect Beneficial Ownership by
virtue of his relationship with Bull Run and of which he
disclaims Beneficial Ownership.
10. Miscellaneous. This Amendment shall be governed by the
laws of the State of Georgia, without regard to conflict or
choice of laws principles. The invalidity or unenforceability of
any provision of this Amendment in any jurisdiction will not
affect the validity or enforceability of the remainder hereof in
that jurisdiction or the validity or enforceability of this
Amendment, including that provision, in any other jurisdiction.
To the extent permitted by Applicable Law, each Party hereby
waives any provision of Applicable Law that renders any provision
hereof prohibited or unenforceable in any respect. If any
provision of this Agreement is held to be unenforceable for any
reason, it shall be adjusted rather than voided, if possible, in
order to achieve the intent of the Parties to the extent
possible. This Amendment may be executed in one or more
counterparts, each of which when so executed and delivered will
be deemed an original but all of which will constitute one and
the same Amendment. Except as amended hereby, all of the terms
and provisions of the Standstill Agreement shall remain in full
force and effect.
[Signatures On Following Page]
IN WITNESS WHEREOF, the Company and Bull Run have caused
their respective duly authorized officers to execute this
Amendment as of the day and year first above written.
RAWLINGS SPORTING GOODS
COMPANY, INC.
By: /s/ Stephen M. O'Hara
Name: Stephen M. O'Hara
Title: Chairman/CEO
BULL RUN CORPORATION
By: /s/ Robert S. Prather, Jr.
Name: Robert S. Prather, Jr.
Title: President & CEO
EXHIBIT A
THIRD AMENDMENT TO RIGHTS AGREEMENT
This Third Amendment to Rights Agreement (the "Amendment")
is entered into as of April 23, 1999, by and between Rawlings
Sporting Goods Company, Inc., a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties to
that certain Rights Agreement dated July 1, 1994, as amended on
November 21, 1997, and April 19, 1999 (the "Agreement");
WHEREAS, the Company desires to amend the Agreement on the
terms and conditions herein set forth and the Company is hereby
directing the Rights Agent to enter into this Amendment in
accordance with Section 26 of the Agreement; and
WHEREAS, the execution and delivery of this Amendment has
been duly authorized by the Board of Directors of the Company.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to
such terms in the Agreement, as amended hereby.
2. Amendments to Agreement.
2.1 Section 1 is amended by adding thereto a new
subsection (s) which shall read as follows:
"Bull Run" shall mean Bull Run Corporation, a
Georgia corporation.
2.2 Section 1 is amended by adding thereto a new
subsection (t) which shall read as follows:
"Shapiro" shall mean Shapiro Capital Management
Company, Inc., Samuel R. Shapiro and The Kaleidoscope
Fund, L.P., individually and collectively.
2.2 A new Section 34 shall be added to the Rights
Agreement which shall read as follows:
Section 34. Exception. Notwithstanding any
provision of this Agreement to the contrary, neither a
Distribution Date, Triggering Event nor a Stock
Acquisition Date shall be deemed to have occurred,
neither Bull Run nor Shapiro nor any of their
Affiliates or Associates shall be deemed to have become
an Acquiring Person, and no holder of any Rights shall
be entitled to exercise such Rights under, or be
entitled to any rights pursuant to, any of Sections
3(a), 7(a), 11(a) or 13 of this Agreement, as a result
of the purchases of Common Shares disclosed in the
Schedule 13G/A, dated April 9, 1999, filed by Shapiro
with the Securities and Exchange Commission, but only
if and for so long as Bull Run has not breached in any
material respect, as determined in good faith by the
Board of Directors of the Company, the terms of its
Standstill Agreement with the Company (as the same may
be amended from time to time). Unless and until the
Rights Agent shall have received written notice to the
contrary from the Company, the Rights Agent shall be
fully protected and incur no liability in always
assuming that neither Bull Run nor Shapiro nor any of
their Affiliates or Associates are Acquiring Persons.
3. Reference to and Effect on the Agreement.
3.1 Upon the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement," "hereunder,"
"hereof," and "herein" shall mean and be a reference to the
Agreement as amended hereby.
3.2 Except as specifically amended above, all of the
terms, conditions and covenants of the Agreement shall
remain unaltered and in full force and effect and shall be
binding upon the parties thereto in all respects and are
hereby ratified and confirmed.
4. Choice of Law. This Amendment shall be construed in
accordance with the internal laws (and not the law of conflicts)
of the State of Delaware, but giving effect to applicable federal
laws.
5. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
6. Counterparts. This Amendment may be executed in one or
more counterparts each of which when so executed and delivered
will be deemed an original but all of which will constitute one
and the same Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above
written.
RAWLINGS SPORTING GOODS
COMPANY, INC.
By: /s/ Stephen M. O'Hara
Name: Stephen M. O'Hara
Title: Chairman/CEO
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Jane A. Marten
Name: Jane A. Marten
Title: Assistant Vice President