-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ELxJG5pR3pWhOn1xzYzxemDC706SpWYnDDfNlG6C85EApJ5aZAUnNLoVAYHfB7r4 6CLpnarExPKL+HwMKG9/4w== 0000950137-99-000636.txt : 19990330 0000950137-99-000636.hdr.sgml : 19990330 ACCESSION NUMBER: 0000950137-99-000636 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARCOR INC CENTRAL INDEX KEY: 0000020740 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 360922490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-11024 FILM NUMBER: 99576022 BUSINESS ADDRESS: STREET 1: 2323 SIXTH ST STREET 2: PO BOX 7007 CITY: ROCKFORD STATE: IL ZIP: 61125 BUSINESS PHONE: 8159628867 MAIL ADDRESS: STREET 1: 2323 SIXTH STREET CITY: ROCKFORD STATE: IL ZIP: 61125 FORMER COMPANY: FORMER CONFORMED NAME: CLARK J L MANUFACTURING CO /DE/ DATE OF NAME CHANGE: 19871001 8-A12B/A 1 FORM 8-A/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CLARCOR INC. (Exact name of registrant as specified in its charter) Delaware 36-0922490 (State of incorporation (I.R.S. Employer or organization) Identification No.) 2323 Sixth Street, P.O. Box 7007, Rockford, Illinois 61125 ---------------------------------------------------------- (Address of principal executives offices) (Zip Code) If this Form relates to If this Form relates to the registration of a the registration of a class of securities class of securities pursuant to Section 12(b) pursuant to Section 12(g) of the Exchange Act and of the Exchange Act and is effective upon filing is effective pursuant to pursuant to General General Instruction A(d), Instruction A(c), please please check the check the following box. following box. [ ] [ ] Securities Act registration statement N/A file to which this form relates (If applicable) Securities to be registered pursuant Name of Each Exchange to Section 12(b) of the Act: on which Each Class is to be Registered Rights to Purchase Series B Junior Participating New York Stock Exchange Preferred Stock Securities to be registered pursuant to Section 12(g) of the Act: none -------------- Title of Class 2 Item 1. Description of Registrant's Securities to be Registered This amendment to the Company's Registration Statement on Form 8-A is being filed for the purpose of amending the description of the Company's Stockholder Rights Agreement as amended by the First Amendment dated as of March 23, 1999 thereto (the "First Amendment") which is filed as an Exhibit hereto. The following amends and restates the summary of the rights to purchase shares of Series B Junior Participating Preferred Stock of the Company. In all other respects, the Description of the Registrant's Securities previously included in the Company's Registration Statement on Form 8-A remains in effect. SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES B JUNIOR PARTICIPATING PREFERRED STOCK On March 28, 1996, the Board of Directors (the "Board") of CLARCOR Inc., a Delaware corporation (the "Company"), declared a dividend of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $1 par value (the "Common Stock"), of the Company. The dividend was paid to holders of record of the Common Stock on April 25, 1996, (the "Record Date"). Each Right entitles the holder thereof (except as described below) to purchase from the Company one one-hundredth of a share of the Series B Junior Participating Preferred Stock, $100 par value (the "Preferred Shares"), of the Company at a price (the "Exercise Price") of $80.00 per one one-hundredth of a Preferred Share, subject to adjustment. The terms of the Rights are set forth in the Stockholders Rights Agreement dated as of March 28, 1996, as amended (the "Rights Agreement"), between the Company and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"). Capitalized terms not defined herein have the respective meanings specified in the Rights Agreement. DISTRIBUTION DATE; TRANSFER OF RIGHTS Initially, the Rights associated with the Common Stock outstanding as of the Record Date will be evidenced solely by the stock certificates for such Common Stock, with a copy of this Summary of Rights attached thereto. The Rights will separate from the Common Stock upon the earlier to occur of (i) 10 Business Days after the first public announcement that any Person (other than an Exempt Person (as hereinafter defined)) has become an Acquiring Person (as hereinafter defined) and (ii) 10 Business Days after the commencement by any Person (other than an Exempt Person) of, or the first public announcement of its intention to commence, a tender or exchange offer if, upon the consummation thereof, such Person would be the Beneficial Owner of 15% or more of the outstanding shares of Common Stock (the earliest of the dates specified in clauses (i) and (ii) being hereinafter called the "Distribution Date"). After the Distribution -2- 3 Date, the Rights will be evidenced solely by separate certificates and will trade independently from the Common Stock. An "Acquiring Person" is any Person who or which, together with its Affiliates and Associates, has acquired 15% or more of the shares of Common Stock then outstanding, but does not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan or other compensation program or arrangement of the Company or of any such Subsidiary or (iv) any Person holding shares of Common Stock for or pursuant to the terms of any such plan, program or arrangement (the Persons specified in clauses (i) through (iv) being herein collectively called "Exempt Persons"). A "Restricted Person" is an Acquiring Person or any Affiliate or Associate thereof. The Rights Agreement provides that, until the Distribution Date (or the earlier redemption or expiration of the Rights), the Rights may be transferred only with the associated shares of Common Stock. Until the Distribution Date (or the earlier redemption or expiration of the Rights), stock certificates for Common Stock issued after the Record Date, either upon transfer of outstanding shares or original issuance of additional shares of Common Stock, will contain a legend incorporating the Rights Agreement by reference. Until the Distribution Date (or the earlier redemption or expiration of the Rights), the surrender for transfer of any stock certificate for shares of Common Stock, with or without such legend and whether or not a copy of this Summary of Rights is attached thereto, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such stock certificate. As soon as practicable after the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to the holders of record of the Common Stock as of the Close of Business on the Distribution Date, which thereafter will constitute the sole evidence of the Rights. Each share of Common Stock issued by the Company after the Record Date and prior to the earlier redemption or expiration of the Rights, including any shares of Common Stock issued by reason of the exercise of any option, warrant, right (other than the Rights) or conversion or exchange privilege (however evidenced) issued by the Company prior to the Distribution Date, will be accompanied by a Right (unless the Board expressly provides to the contrary at the time of issuance of any such option, warrant, right or privilege), and Rights Certificates evidencing such Rights will be issued at the same time as the stock certificates for the associated shares of Common Stock. The Rights are not exercisable until the Distribution Date. Moreover, the time when the Rights may be exercised is restricted as described in the next paragraph. The Rights will expire on April 25, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier -3- 4 redeemed or exchanged by the Company, in each case as described below. EXERCISE OF RIGHTS UNDER CERTAIN CIRCUMSTANCES In the event that any Person becomes an Acquiring Person, proper provision will be made so that the registered holder of each Right (other than Rights Beneficially Owned as described in the next sentence) will thereafter have the right to receive, upon exercise thereof, the number of shares of Common Stock which, at the time of the occurrence of such event, will have a market value equal to two times the then current Exercise Price. After any Person becomes an Acquiring Person, all Rights which are, or (under certain circumstances specified in the Rights Agreement) were, Beneficially Owned by a Restricted Person or specified transferees therefrom will be or become void. If, on or after the date on which any Person has become an Acquiring Person, any of the following transactions occur: (i) the Company merges into or consolidates with an Interested Stockholder (as hereinafter defined) or, unless all holders of the Company's outstanding shares of Common Stock are treated the same, another Person (with limited designated exceptions); (ii) an Interested Stockholder or, unless all holders of the Company's outstanding shares of Common Stock are treated the same, another Person (with limited designated exceptions) merges into the Company and either (A) all or part of the outstanding shares of Common Stock of the Company are converted into capital stock or other securities of any other Person (or the Company), cash and/or other property or (B) such shares remain outstanding, unconverted and unchanged; or (iii) the Company sells or transfers 50% or more of its consolidated assets or earning power to an Interested Stockholder (as hereinafter defined) or, unless all holders of the Company's outstanding shares of Common Stock are treated the same, another Person (with limited designated exceptions); proper provision will be made so that the registered holder of each Right (other than Rights which have become void) will thereafter have the right (the "Flip-Over Right") to receive, upon exercise thereof, the number of common shares of the acquiror (or of another Person affiliated therewith) which, at the time of consummation of such transaction, will have a market value equal to two times the then current Exercise Price. An "Interested Stockholder" is any Restricted Person or any Affiliate or Associate of any other Person in which such Restricted Person has an interest, or any Person acting, directly or indirectly, on behalf of or in concert with any such Restricted Person. ADJUSTMENTS TO EXERCISE PRICE AND STOCK PURCHASABLE UPON EXERCISE The Exercise Price payable, the number and kind of shares of capital stock issuable upon exercise of the Rights and the number of Rights outstanding are subject to adjustment from time to time to prevent dilution (i) in the event of a dividend payable in -4- 5 Preferred Shares on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to the holders of the Preferred Shares of certain options, warrants or rights to subscribe for or purchase Preferred Shares at a price, or securities convertible into or exchangeable for Preferred Shares with a conversion or exchange price, less than the then Fair Market Value of the Preferred Shares or (iii) upon the distribution to the holders of the Preferred Shares of cash, securities, evidences of indebtedness or other property (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or options, warrants or rights (other than those referred to in clause (ii) above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a dividend on the Common Stock payable in shares of Common Stock or a subdivision, combination or reclassification of the Common Stock occurring, in any such case, prior to the Distribution Date. With certain specified exceptions, no adjustment in the Exercise Price will be made until the cumulative adjustments required equal at least 1% of the Exercise Price. The Company is not required to issue fractional Preferred Shares (other than fractions which are multiples of one one-hundredth of a Preferred Share), but in lieu thereof the Company would be required to make a cash payment based on the Fair Market Value of the Preferred Shares on the trading day immediately preceding the date of exercise. TERMS OF PREFERRED SHARES The Preferred Shares receivable upon exercise of the Rights will not be redeemable. Each Preferred Share will entitle the holder thereof to receive a preferential quarterly dividend equal to the greater of (i) $64 and (ii) 100 times the aggregate per share amount of all cash dividends, plus 100 times the aggregate per share amount (payable in kind) of all non-cash dividends and other distributions (other than in shares of Common Stock), declared on the Common Stock during such quarter, adjusted to give effect to any dividend on the Common Stock payable in shares of Common Stock or any subdivision, combination or reclassification of the Common Stock (a "Dilution Event"). Each Preferred Share will entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Company, voting together as a single class with the holders of the Common Stock and the holders of any other class of capital stock having general voting rights, adjusted to give effect to any Dilution Event. In the event of liquidation of the Company, the holder of each Preferred Share will be entitled to receive a preferential liquidation payment equal to (i) the greater of $100 or (ii) 100 times the aggregate per share amount to be distributed to the holders of the Common Stock, adjusted to give effect to any -5- 6 Dilution Event, plus an amount equal to accrued and unpaid dividends and distributions on such Preferred Share, whether or not declared, to the date of such payment. In the event of any merger, consolidation or other transaction in which the outstanding shares of Common Stock of the Company are exchanged for or converted into other capital stock, securities, cash and/or other property, each Preferred Share will be similarly exchanged or converted into 100 times the per share amount applicable to the Common Stock, adjusted to give effect to any Dilution Event. Because of the nature of the dividend, voting, liquidation and other rights accorded to each Preferred Share, the value of the one one-hundredth of a Preferred Share receivable upon the exercise of each Right should approximate the value of one share of Common Stock. REDEMPTION OF RIGHTS At any time prior to the earliest of (i) 10 Business Days after the first public announcement that any Person (other than an Exempt Person) has become an Acquiring Person, (ii) the occurrence of any transaction which permits the exercise of the Flip-Over Right and (iii) the Final Expiration Date, the Board may redeem the Rights in whole, but not in part, at the redemption price of $.01 per Right, adjusted to give effect to any Dilution Event (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board, in its sole discretion, may establish. After the redemption period has expired, the Company's right of redemption may be reinstated, under the circumstances specified in the Rights Agreement, if either (i) the Person who became an Acquiring Person shall reduce, in one or a series of related transactions not involving the Company or any Subsidiary or the occurrence of any transaction which permits the exercise of the Flip-Over Right, its Beneficial Ownership of the outstanding shares of Common Stock to less than 15% of such outstanding shares or (ii) in connection with any transaction which permits the exercise of the Flip-Over Right, which does not involve an Interested Stockholder and in which all holders of the Common Stock are treated the same. Immediately after action by the Board directing the redemption of the Rights, the option to exercise the Rights will terminate, and thereafter each registered holder of the Rights will only be entitled to receive the Redemption Price therefor. EXCHANGE OF RIGHTS At any time after any Person has become an Acquiring Person and prior to the time that any Person (other than an Exempt Person), together with its Affiliates and Associates, has become the Beneficial Owner of 50% or more of the outstanding shares of Common Stock, the Board may direct that all or any part of the outstanding Rights (other than Rights which have become void) be exchanged for shares of Common Stock at the exchange rate of one -6- 7 share of Common Stock per Right, adjusted to give effect to any Dilution Event. AMENDMENT OF THE RIGHTS AND THE RIGHTS AGREEMENT Prior to the Distribution Date, the terms of the Rights and the Rights Agreement may be supplemented or amended by the Board in any manner. From and after the Distribution Date, the Rights may be supplemented or amended by the Board, without the approval of the holders of the Rights, in certain respects which do not adversely affect, as determined by the Board, the interests of such holders; provided, however, that the Rights Agreement cannot be amended to lengthen (i) any time period unless such lengthening is for the benefit of the holders of the Rights or (ii) any time period relating to when the Rights may be redeemed if at such time the Rights are not then redeemable. MISCELLANEOUS Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement, as amended, is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement and to the First Amendment, both of which are hereby incorporated herein by reference. -7- 8 Item 2. Exhibits Exhibit No. Description 1. The registrant's Second Restated Certificate of Incorporation is hereby incorporated by reference to Exhibit 3.1 to the registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 1998 (File No. 1-11024). 2. The registrant's By-Laws, as amended, are hereby incorporated by reference to Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 1995 (File No. 1- 11024). 3. Stockholders Rights Agreement dated as of March 28, 1996 between the registrant and First Chicago Trust Company of New York is hereby incorporated by reference to Exhibit 4 to the registrant's Current Report on Form 8-K filed April 3, 1996. 4. First Amendment to Stockholders Rights Agreement dated as of March 23, 1999. (filed herewith) -8- 9 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 29, 1999 CLARCOR INC. By: /s/ Lawrence E. Gloyd -------------------------------- Name: Lawrence E. Gloyd Title: Chairman -9- 10 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 1. The registrant's Second Restated Certificate of Incorporation is hereby incorporated by reference to Exhibit 3.1 to the registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 1998 (File No. 1-11024). 2. The registrant's By-Laws, as amended, are hereby incorporated by reference to Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 1995 (File No. 1- 11024). 3. Stockholders Rights Agreement dated as of March 28, 1996 between the registrant and First Chicago Trust Company of New York is hereby incorporated by reference to Exhibit 4 to the registrant's Current Report on Form 8-K filed April 3, 1996. 4. First Amendment to Stockholders Rights Agreement dated as of March 23, 1999. (filed herewith) -10- EX-4 2 1ST AMENDMENT TO STOCKHOLDERS RIGHTS AGREEMENT 1 EXHIBIT 4 FIRST AMENDMENT TO STOCKHOLDERS RIGHTS AGREEMENT First Amendment, dated as of March 23, 1999 (the "Amendment"), to the Stockholders Rights Agreement, dated as of March 28, 1996 (the "Rights Agreement"), by and between CLARCOR Inc., a Delaware corporation (the "Company"), and First Chicago Trust Company of New York (the "Rights Agent"). Capitalized terms used in this Amendment shall have the meanings ascribed to them in the Rights Agreement. W I T N E S S E T H: WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company has directed the Rights Agent to amend the Rights Agreement as hereinafter set forth; NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, the parties hereto agree as follows: 1. Section 1(i) and 1(t) of the Rights Agreement are hereby deleted in their entirety and remaining Sections 1(j) through 1(nn) are hereby redesignated as Sections 1(i) through 1(ll). 2. The first sentence of the legend in Section 3(c) of the Rights Agreement is hereby amended to insert a comma after "1996" 2 and to insert the words "as amended" immediately following such comma. 3. Section 11(a)(iii) of the Rights Agreement is hereby amended to read in its entirety as follows: "(iii) In the event that there shall not be sufficient authorized and unissued or treasury shares of Common Stock to permit the exercise in full of the Rights in accordance with paragraph (ii) of this subsection (a), the Company shall take all necessary action to authorize and reserve for issuance such number of additional shares of Common Stock as may from time to time be required to be issued upon the exercise in full of all outstanding Rights and, if necessary, shall use its best efforts to obtain stockholder approval thereof. Notwithstanding the preceding sentence, if the Board shall determine that such action is necessary or appropriate and is not contrary to the best interests of the holders of the Rights, the Board may cause the Company, in lieu of issuing shares of Common Stock in accordance with such paragraph (ii), to distribute, or if a sufficient number of shares of Common Stock cannot be issued for such purpose in accordance with the provisions hereof, the Company shall distribute, upon the exercise of each Right, cash, debt securities, Preferred Shares, other shares of Preferred Stock, other property or any combination thereof having an aggregate Fair Market Value (determined as provided in subsection (d) of this Section 11) equal to the Fair Market Value (as so determined) of the number of shares of Common Stock which otherwise would have been issuable pursuant to such paragraph (ii). Any such decision by the Board must be made and publicly announced within 30 days after the occurrence of any Section 11(a)(ii) Event." 4. Section 13(d) of the Rights Agreement is hereby deleted in its entirety, and Sections 13(e) through 13(h) are hereby redesignated as Sections 13(d) through 13(g). 5. Sections 23(a) and (b) of the Rights Agreement are hereby amended to read in their entirety as follows: -2- 3 "(a) The Board may, at its option, at any time prior to the earliest of (i) the Close of Business on the 10th Business Day after the Share Acquisition Date (or, if the Share Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the 10th Business Day after the Record Date), (ii) the occurrence of any Section 13 Event and (iii) the Final Expiration Date, redeem all, but not less than all, of the then outstanding Rights at a redemption price of $.01 per Right, adjusted as provided in subsection (g) of this Section 23 (such redemption price being hereinafter called the "Redemption Price"). "(b) In addition to the right of redemption reserved in the first sentence of subsection (a) of this Section 23, the Board may redeem all, but not less than all, of the then out standing Rights at the Redemption Price after the Share Acquisition Date, but prior to the occurrence of any Section 13 Event, if either (i) the Person who is an Acquiring Person shall have transferred or otherwise disposed of (either alone or together with its Affiliates and Associates) such number of shares of Common Stock of the Company, in one or a series of related transactions not directly or indirectly involving the Company or any of its Subsidiaries or the occurrence of any Section 13 Event, as shall result in such Person thereafter being a Beneficial Owner of less than 15% of the then outstanding shares of Common Stock of the Company, and after such transfer or other disposition there is no other Acquiring Person, or (ii) in connection with any Section 13 Event which shall not involve an Interested Stockholder and in which all holders of the Common Stock of the Company are treated the same." 6. Section 23(c) of the Rights Agreement is hereby amended to strike and remove the words "and the Disinterested Directors" from the first sentence thereof. 7. Section 27 of the Rights Agreement is hereby amended in its entirety to read as follows: "SECTION 27. SUPPLEMENTS AND AMENDMENTS. Prior to the Distribution Date, but subject to the last sentence of this Section 27, the Company and the Rights Agent, if so directed in writing by the Company, shall supplement or amend any term, provision or condition of this Agreement, without the approval of the registered holders of the stock certificates -3- 4 representing the Common Stock and the Rights. From and after the Distribution Date, the Company and the Rights Agent, if so directed in writing by the Company, shall supplement or amend this Agreement, without the approval of the registered holders of the Rights (however represented), in order: (i) to cure any ambiguity, (ii) to correct or supplement any term, provision or condition of this Agreement which may be defective or inconsistent with any other term, provision or condition hereof, (iii) to shorten or lengthen any time period specified herein, provided that no such action shall have the effect of lengthening the time period relating to when the Rights may be redeemed if at such time the Rights are not then redeemable or (iv) to change or supplement one or more of the terms, provisions or conditions hereof in any manner which the Company may deem necessary or desirable and which shall not adversely affect, as determined by the Board, the interests of the holders (other than any Restricted Person or the transferees therefrom specified in Section 7(d), of the Rights (however represented); provided, however, that this Agreement may not be supplemented or amended pursuant to clause (iii) of this sentence (A) to lengthen any time period (except as permitted by Section 3(a)(ii)) unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders (other than any Restricted Person or the transferees therefrom specified in Section 7(d)) of the Rights or (B) to lengthen any time period relating to when the Rights may be redeemed if at such time the Rights are not then redeemable. Upon the delivery of a certificate from an appropriate officer of the Company stating 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; provided, however, that the Rights Agent shall not be required to execute any supplement or amendment which affects any of the Rights Agent's rights, powers, obligations, duties or immunities under this Agreement without its consent. On and after the Distribution Date, no supplement or amendment shall be made which changes the Exercise Price, the number of one one-hundredths of a Preferred Share for which a Right is exercisable, the Redemption Price or the Final Expiration Date. Prior to the Distribution Date, the interests of the holders of the Rights shall be deemed coincident with the interests of the holders of the Common Stock of the Company." 8. Section 29 of the Rights Agreement is hereby amended to strike and remove the parenthetical phrase "(or, as and when set forth herein, the Disinterested Directors)" from the second sentence thereof and to strike and remove the parenthetical phrases -4- 5 "(or the Disinterested Directors)" and "(including any Disinterested Director)" from the third sentence thereof. 9. Section 31 of the Rights Agreement is hereby amended to strike and remove the parenthetical phrase "(with the concurrence of at least a majority of the Disinterested Directors then in office)" from the proviso thereof. 10. Exhibit C to the Rights Agreement is amended and restated in its entirety in the form attached hereto. 11. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware. 12. This Amendment may be executed in any number of counterparts, and each of such counterparts shall be deemed to be an original, and all such counterparts shall together constitute but one and the same agreement. 13. Except as specifically provided in this Amendment to the Rights Agreement, this Amendment shall not by implication or otherwise alter, modify, amend or in any such 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. -5- 6 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Rights Agreement to be duly executed, all as of the date and year first above written. CLARCOR INC. By: /s/Lawrence E. Gloyd ------------------------------- Name: Lawrence E. Gloyd Title: Chairman FIRST CHICAGO TRUST COMPANY OF NEW YORK By: /s/Tammie J. Marshall ------------------------------ Name: Tammie J. Marshall Title: Account Officer -6- 7 EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES B JUNIOR PARTICIPATING PREFERRED STOCK On March 28, 1996, the Board of Directors (the "Board") of CLARCOR Inc., a Delaware corporation (the "Company"), declared a dividend of one preferred stock purchase right (a "Right") for each outstanding share of Common Stock, $1 par value (the "Common Stock"), of the Company. The dividend was paid to holders of record of the Common Stock on April 25, 1996, (the "Record Date"). Each Right entitles the holder thereof (except as described below) to purchase from the Company one one-hundredth of a share of the Series B Junior Participating Preferred Stock, $100 par value (the "Preferred Shares"), of the Company at a price (the "Exercise Price") of $80.00 per one one-hundredth of a Preferred Share, subject to adjustment. The terms of the Rights are set forth in the Stockholders Rights Agreement dated as of March 28, 1996, as amended by the First Amendment dated as of March 23, 1999 thereto (the "First Amendment") (as so amended, the "Rights Agreement"), between the Company and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"). Capitalized terms not defined herein have the respective meanings specified in the Rights Agreement. DISTRIBUTION DATE; TRANSFER OF RIGHTS Initially, the Rights associated with the Common Stock outstanding as of the Record Date will be evidenced solely by the stock certificates for such Common Stock, with a copy of this Summary of Rights attached thereto. The Rights will separate from the Common Stock upon the earlier to occur of (i) 10 Business Days after the first public announcement that any Person (other than an Exempt Person (as hereinafter defined)) has become an Acquiring Person (as hereinafter defined) and (ii) 10 Business Days after the commencement by any Person (other than an Exempt Person) of, or the first public announcement of its intention to commence, a tender or exchange offer if, upon the consummation thereof, such Person would be the Beneficial Owner of 15% or more of the outstanding shares of Common Stock (the earliest of the dates specified in clauses (i) and (ii) being hereinafter called the "Distribution Date"). After the Distribution Date, the Rights will be evidenced solely by separate certificates and will trade independently from the Common Stock. An "Acquiring Person" is any Person who or which, together with its Affiliates and Associates, has acquired 15% or more of the shares of Common Stock then outstanding, but does not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan or other compensation program or arrangement of the Company or of any such Subsidiary or (iv) any Person holding shares of Common Stock for or pursuant to the terms 8 of any such plan, program or arrangement (the Persons specified in clauses (i) through (iv) being herein collectively called "Exempt Persons"). A "Restricted Person" is an Acquiring Person or any Affiliate or Associate thereof. The Rights Agreement provides that, until the Distribution Date (or the earlier redemption or expiration of the Rights), the Rights may be transferred only with the associated shares of Common Stock. Until the Distribution Date (or the earlier redemption or expiration of the Rights), stock certificates for Common Stock issued after the Record Date, either upon transfer of outstanding shares or original issuance of additional shares of Common Stock, will contain a legend incorporating the Rights Agreement by reference. Until the Distribution Date (or the earlier redemption or expiration of the Rights), the surrender for transfer of any stock certificate for shares of Common Stock, with or without such legend and whether or not a copy of this Summary of Rights is attached thereto, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such stock certificate. As soon as practicable after the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to the holders of record of the Common Stock as of the Close of Business on the Distribution Date, which thereafter will constitute the sole evidence of the Rights. Each share of Common Stock issued by the Company after the Record Date and prior to the earlier redemption or expiration of the Rights, including any shares of Common Stock issued by reason of the exercise of any option, warrant, right (other than the Rights) or conversion or exchange privilege (however evidenced) issued by the Company prior to the Distribution Date, will be accompanied by a Right (unless the Board expressly provides to the contrary at the time of issuance of any such option, warrant, right or privilege), and Rights Certificates evidencing such Rights will be issued at the same time as the stock certificates for the associated shares of Common Stock. The Rights are not exercisable until the Distribution Date. Moreover, the time when the Rights may be exercised is restricted as described in the next paragraph. The Rights will expire on April 25, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. EXERCISE OF RIGHTS UNDER CERTAIN CIRCUMSTANCES In the event that any Person becomes an Acquiring Person, proper provision will be made so that the registered holder of each Right (other than Rights Beneficially Owned as described in the next sentence) will thereafter have the right to receive, upon exercise thereof, the number of shares of Common Stock which, at -2- 9 the time of the occurrence of such event, will have a market value equal to two times the then current Exercise Price. After any Person becomes an Acquiring Person, all Rights which are, or (under certain circumstances specified in the Rights Agreement) were, Beneficially Owned by a Restricted Person or specified transferees therefrom will be or become void. If, on or after the date on which any Person has become an Acquiring Person, any of the following transactions occur: (i) the Company merges into or consolidates with an Interested Stockholder (as hereinafter defined) or, unless all holders of the Company's outstanding shares of Common Stock are treated the same, another Person (with limited designated exceptions); (ii) an Interested Stockholder or, unless all holders of the Company's outstanding shares of Common Stock are treated the same, another Person (with limited designated exceptions) merges into the Company and either (A) all or part of the outstanding shares of Common Stock of the Company are converted into capital stock or other securities of any other Person (or the Company), cash and/or other property or (B) such shares remain outstanding, unconverted and unchanged; or (iii) the Company sells or transfers 50% or more of its consolidated assets or earning power to an Interested Stockholder (as hereinafter defined) or, unless all holders of the Company's outstanding shares of Common Stock are treated the same, another Person (with limited designated exceptions); proper provision will be made so that the registered holder of each Right (other than Rights which have become void) will thereafter have the right (the "Flip-Over Right") to receive, upon exercise thereof, the number of common shares of the acquiror (or of another Person affiliated therewith) which, at the time of consummation of such transaction, will have a market value equal to two times the then current Exercise Price. An "Interested Stockholder" is any Restricted Person or any Affiliate or Associate of any other Person in which such Restricted Person has an interest, or any Person acting, directly or indirectly, on behalf of or in concert with any such Restricted Person. ADJUSTMENTS TO EXERCISE PRICE AND STOCK PURCHASABLE UPON EXERCISE The Exercise Price payable, the number and kind of shares of capital stock issuable upon exercise of the Rights and the number of Rights outstanding are subject to adjustment from time to time to prevent dilution (i) in the event of a dividend payable in Preferred Shares on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to the holders of the Preferred Shares of certain options, warrants or rights to subscribe for or purchase Preferred Shares at a price, or securities convertible into or exchangeable for Preferred Shares with a conversion or exchange price, less than the then Fair Market Value of the Preferred Shares or (iii) upon the distribution to the holders of the Preferred Shares of cash, securities, evidences of indebtedness or other property (other than a regular quarterly cash dividend or a dividend payable in Preferred Shares) or options, -3- 10 warrants or rights (other than those referred to in clause (ii) above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a dividend on the Common Stock payable in shares of Common Stock or a subdivision, combination or reclassification of the Common Stock occurring, in any such case, prior to the Distribution Date. With certain specified exceptions, no adjustment in the Exercise Price will be made until the cumulative adjustments required equal at least 1% of the Exercise Price. The Company is not required to issue fractional Preferred Shares (other than fractions which are multiples of one one-hundredth of a Preferred Share), but in lieu thereof the Company would be required to make a cash payment based on the Fair Market Value of the Preferred Shares on the trading day immediately preceding the date of exercise. TERMS OF PREFERRED SHARES The Preferred Shares receivable upon exercise of the Rights will not be redeemable. Each Preferred Share will entitle the holder thereof to receive a preferential quarterly dividend equal to the greater of (i) $64 and (ii) 100 times the aggregate per share amount of all cash dividends, plus 100 times the aggregate per share amount (payable in kind) of all non-cash dividends and other distributions (other than in shares of Common Stock), declared on the Common Stock during such quarter, adjusted to give effect to any dividend on the Common Stock payable in shares of Common Stock or any subdivision, combination or reclassification of the Common Stock (a "Dilution Event"). Each Preferred Share will entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Company, voting together as a single class with the holders of the Common Stock and the holders of any other class of capital stock having general voting rights, adjusted to give effect to any Dilution Event. In the event of liquidation of the Company, the holder of each Preferred Share will be entitled to receive a preferential liquidation payment equal to (i) the greater of $100 or (ii) 100 times the aggregate per share amount to be distributed to the holders of the Common Stock, adjusted to give effect to any Dilution Event, plus an amount equal to accrued and unpaid dividends and distributions on such Preferred Share, whether or not declared, to the date of such payment. In the event of any merger, consolidation or other transaction in which the outstanding shares of Common Stock of the Company are exchanged for or converted into other capital stock, securities, cash and/or other property, each Preferred Share will be similarly exchanged or converted into 100 times the per share amount applicable to the Common Stock, adjusted to give effect to any Dilution Event. -4- 11 Because of the nature of the dividend, voting, liquidation and other rights accorded to each Preferred Share, the value of the one one-hundredth of a Preferred Share receivable upon the exercise of each Right should approximate the value of one share of Common Stock. REDEMPTION OF RIGHTS At any time prior to the earliest of (i) 10 Business Days after the first public announcement that any Person (other than an Exempt Person) has become an Acquiring Person, (ii) the occurrence of any transaction which permits the exercise of the Flip-Over Right and (iii) the Final Expiration Date, the Board may redeem the Rights in whole, but not in part, at the redemption price of $.01 per Right, adjusted to give effect to any Dilution Event (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board, in its sole discretion, may establish. After the redemption period has expired, the Company's right of redemption may be reinstated, under the circumstances specified in the Rights Agreement, if either (i) the Person who became an Acquiring Person shall reduce, in one or a series of related transactions not involving the Company or any Subsidiary or the occurrence of any transaction which permits the exercise of the Flip-Over Right, its Beneficial Ownership of the outstanding shares of Common Stock to less than 15% of such outstanding shares or (ii) in connection with any transaction which permits the exercise of the Flip-Over Right, which does not involve an Interested Stockholder and in which all holders of the Common Stock are treated the same. Immediately after action by the Board directing the redemption of the Rights, the option to exercise the Rights will terminate, and thereafter each registered holder of the Rights will only be entitled to receive the Redemption Price therefor. EXCHANGE OF RIGHTS At any time after any Person has become an Acquiring Person and prior to the time that any Person (other than an Exempt Person), together with its Affiliates and Associates, has become the Beneficial Owner of 50% or more of the outstanding shares of Common Stock, the Board may direct that all or any part of the outstanding Rights (other than Rights which have become void) be exchanged for shares of Common Stock at the exchange rate of one share of Common Stock per Right, adjusted to give effect to any Dilution Event. AMENDMENT OF THE RIGHTS AND THE RIGHTS AGREEMENT Prior to the Distribution Date, the terms of the Rights and the Rights Agreement may be supplemented or amended by the Board in any manner. From and after the Distribution Date, the Rights may be supplemented or amended by the Board, without the approval of the holders of the Rights, in certain respects which do -5- 12 not adversely affect, as determined by the Board, the interests of such holders; provided, however, that the Rights Agreement cannot be amended to lengthen (i) any time period unless such lengthening is for the benefit of the holders of the Rights or (ii) any time period relating to when the Rights may be redeemed if at such time the Rights are not then redeemable. MISCELLANEOUS Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement, as amended, is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement and to the First Amendment, both of which are hereby incorporated herein by reference. -6- -----END PRIVACY-ENHANCED MESSAGE-----