EXHIBIT 7
EXECUTION COPY
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT, dated as of November 23, 1999, to the Rights Agreement, dated as
of August 26, 1999, by and between TJ International, Inc. (the "Company") and
First Chicago Trust Company of New York (as Rights Agent) (as heretofore
amended, the "Rights Agreement").
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may
from time to time supplement or amend the Rights Agreement in accordance with
the provisions of Section 27 thereof; and
WHEREAS, the Company intends to enter into an Agreement and Plan of Merger
(as it may be amended or supplemented from time to time, the "Merger
Agreement"), dated as of November 23, 1999, among the Company, Weyerhaeuser
Company, and WTJ, Inc.; and
WHEREAS, the Board of Directors of the Company has determined that the
Offer, the Merger (each such term as defined in the Merger Agreement) and the
other transactions contemplated by the Merger Agreement are fair to and in the
best interests of the Company and its stockholders; and
WHEREAS, the Board of Directors has determined, in connection with its
contemplation of the Merger Agreement, that it is desirable to amend the Rights
Agreement to exempt the Merger Agreement and the transactions contemplated
thereby (including the Offer and the Merger) from the application of the Rights
Agreement.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as follows:
1. Section 1(a) of the Rights Agreement is hereby modified and amended by
adding the following sentence at the end thereof:
"Notwithstanding the foregoing, neither Weyerhaeuser Company ("Parent") nor
WTJ, Inc. ("Sub"), shall be deemed to be an Acquiring Person by virtue of
the execution and delivery of the Agreement and Plan of Merger (the "Merger
Agreement") to be entered into as of November 23, 1999, among the Company,
Parent and Sub, or as a result of the consummation of the Offer, the Merger
(each such term as defined in the Merger Agreement), or any of the other
transactions contemplated by the Merger Agreement."
2. Section 1(u) of the Rights Agreement is hereby modified and amended by
adding the following sentence at the end thereof:
"Notwithstanding the foregoing, neither the execution and delivery of the
Merger Agreement, nor consummation of the Offer, the Merger (each such term
as defined in the Merger Agreement), or any other transactions contemplated
by the Merger Agreement, shall cause a Shares Acquisition Date to occur."
3. Section 3(a) of the Rights Agreement is hereby modified and amended to
add the following sentence immediately following the first sentence thereof:
"Notwithstanding the foregoing, neither the execution and delivery of the
Merger Agreement, nor consummation of the Offer, the Merger (each such term
as defined in the Merger Agreement), or any of the other transactions
contemplated by the Merger Agreement, shall cause a Distribution Date to
occur."
4. Section 7(a) of the Rights Agreement is hereby modified, amended and
restated in its entirety as follows:
"The registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein), in whole or in
part, at any time after the Distribution Date, upon surrender of the Right
Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the principal office of the
Rights Agent, together with payment of the Purchase Price for each one one-
hundredth of a Preferred Share as to which the Rights are exercised, at or
prior to the earliest of (i) the Close of Business on September 22, 2009
(the "Final Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the "Redemption Date"), (iii)
the time at which such Rights are exchanged as provided in Section 24
hereof, or (iv) the time immediately prior to the consummation of the
Merger (as defined in the Merger Agreement)."
5. Section 15 of the Rights Agreement is hereby modified and amended to add
the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any holder of Rights
or any other Person any legal or equitable rights, remedy or claim under
this Agreement in connection with the Offer, the Merger (each such term as
defined in the Merger Agreement), or any of the other transactions
contemplated by the Merger Agreement."
6. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Rights Agreement.
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7. This Amendment to the Rights Agreement shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State.
8. This Amendment to the Rights Agreement may be executed in any number of
counterparts. It shall not be necessary that the signature of or on behalf of
each party appears on each counterpart, but it shall be sufficient that the
signature of or on behalf of each party appears on one or more of the
counterparts. All counterparts shall collectively constitute a single
agreement.
9. Except as expressly set forth herein, this Amendment to the Rights
Agreement 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.
10. If any term, provision, covenant or restriction of this Amendment to the
Rights Agreement is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment to the Rights
Agreement, and of the Rights Agreement, shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
* * *
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IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and
the Rights Agent as of the day and year first written above.
TJ INTERNATIONAL, INC.
/s/ Thomas H. Denig
By_______________________________________
Name: Thomas H. Denig
Title: President and Chief Executive
Officer
FIRST CHICAGO TRUST COMPANY OF NEW YORK
(as Rights Agent)
/s/ Michael S. Duncan
By_______________________________________
Name: Michael S. Duncan
Title: Director, Corporate Actions
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