EXHIBIT 2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment"), dated as of March 27,
1998, is entered into between Ameriwood Industries International
Corporation, a Michigan corporation (the "Company"), and Harris Trust and
Savings Bank, an Illinois banking corporation, as Rights Agent (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent have entered into a
Rights Agreement, dated as of April 4, 1996 (the "Rights Agreement");
WHEREAS, the Company intends to enter into an Agreement and Plan
of Merger, dated as of March 27, 1998 (as it may be amended from time to
time, the "Merger Agreement"), among the Company, Dorel Industries Inc., a
Quebec corporation ("Parent"), and Horizon Acquisition, Inc., a Delaware
corporation and a wholly-owned subsidiary of Parent ("Acquisition Sub"),
pursuant to which Acquisition Sub has agreed to make a cash tender offer
(the "Offer") for all outstanding shares of common stock, including the
associated common share purchase rights (the "Shares"), of the Company, to
be followed by a merger of Acquisition Sub with and into the Company (the
"Merger");
WHEREAS, in connection with the execution of the Merger
Agreement, Parent and Acquisition Sub intend to enter into a Tender and
Option Agreement, dated as of March 27, 1998 (each a "Tender Agreement" and
collectively the "Tender Agreements"), with certain shareholders of the
Company, pursuant to which such shareholders will, among other things,
agree to validly tender all Shares owned by them pursuant to the Offer on
the terms and subject to the conditions set forth therein;
WHEREAS, the Board of Directors of the Company believes that it
is in the best interests of the Company and its shareholders that the Offer
and Merger be consummated on the terms set forth in the Merger Agreement;
WHEREAS, the Board of Directors of the Company desires to amend
the Rights Agreement such that the execution of the Merger Agreement and
the Tender Agreements and the consummation of the transactions contemplated
thereby will not cause (i) Parent and/or Acquisition Sub or their
respective Affiliates or Associates to become an Acquiring Person (as such
terms are defined in the Rights Agreement) so long as the Merger Agreement
or the Tender Agreements are in effect or (ii) a Distribution Date or a
Shares Acquisition Date (as such terms are defined in the Rights Agreement)
to occur, irrespective of the number of Shares acquired pursuant to the
Offer and the Merger;
WHEREAS, the Board of Directors of the Company believes that it
is in the best interests of the Company and its shareholders that the
Rights Agreement be amended as set forth herein; and
WHEREAS, Section 26 of the Rights Agreement authorizes the Board
of Directors of the Company and the Rights Agent to adopt the proposed
amendment without the approval of the Company's shareholders;
NOW, THEREFORE, in consideration of the recitals (which are
deemed to be a part of this Amendment) and agreements contained herein, the
parties hereto agree to amend the Rights Agreement as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by
inserting "(i)" between the word "include" and "the" and by inserting
the following after the word "plan" at the end of such Section 1(a):
and (ii) Dorel Industries Inc., a Quebec corporation ("Dorel"),
or Horizon Acquisition, Inc., a Delaware corporation and a
wholly-owned subsidiary of Dorel (collectively with Dorel, the
"Acquirors"), and their respective Affiliates and Associates,
from and after the execution of the Merger Agreement or the
Tender Agreements; provided that, in the case of clause (ii)
above, if the tender offer contemplated by the Merger Agreement
is not consummated, then the Acquirors and their respective
Affiliates and Associates shall not be deemed to be excluded from
this definition of Acquiring Person at any time after the Merger
Agreement and the Tender Agreements have terminated in accordance
with their respective terms.
2. Section 1(h) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:
Notwithstanding any provision of this Agreement to the contrary,
neither the execution and delivery of the Merger Agreement or the
Tender Agreements nor consummation of the transactions
contemplated by the Merger Agreement or the Tender Agreements
shall be deemed to cause a Shares Acquisition Date.
3. Section 3(a) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:
Notwithstanding any provision of this Agreement to the contrary,
neither the execution and delivery of the Merger Agreement or the
Tender Agreements nor consummation of the transactions
contemplated by the Merger Agreement or the Tender Agreements
shall cause a Distribution Date.
4. 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 any
transactions contemplated by the Merger Agreement or the Tender
Agreements.
5. Capitalized terms used but not defined herein shall have the
meaning assigned to such terms in the Rights Agreement.
6. Except as expressly amended hereby, the Rights Agreement
remains in full force and effect.
7. This Amendment shall be deemed to be a contract made under
the laws of the State of Michigan, and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts made and performed entirely within such State.
8. This Amendment may be executed in any number of counterparts
and 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the day and year first above written.
AMERIWOOD INDUSTRIES INTERNATIONAL
CORPORATION
By: /s/ Charles R. Foley
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Name: Charles R. Foley
Title: President and Chief
Executive Officer
HARRIS TRUST AND SAVINGS BANK
By: /s/ Palmer Haffner
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Name: Palmer Haffner
Title: Vice President