-----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, HX7/YeDPJfByV8m7RonArqrFsUnywUL2AJNuYNoKvOUzP7emys14ck7eKz0yLalO OWk1L3qo0npxSBUeF2qimQ== 0000909012-99-000283.txt : 19990504 0000909012-99-000283.hdr.sgml : 19990504 ACCESSION NUMBER: 0000909012-99-000283 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990503 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAWLINGS SPORTING GOODS CO INC CENTRAL INDEX KEY: 0000921915 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 431674348 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43369 FILM NUMBER: 99609112 BUSINESS ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 BUSINESS PHONE: 3143493500 MAIL ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAPIRO CAPITAL MANAGEMENT CO INC /ADV CENTRAL INDEX KEY: 0000847006 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 581830170 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3060 PEACHTREE RD NW STREET 2: STE 1555 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4048429600 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D2(A) (AMENDMENT NO. _______________)1 RAWLINGS SPORTING GOODS COMPANY, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 754459105 - -------------------------------------------------------------------------------- (CUSIP Number) Shapiro Capital Management Company, Inc. Samuel R. Shapiro, President 3060 Peachtree Road, N.W., Suite 1555, Atlanta, Georgia 30305 PHONE: (404) 842-9600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) APRIL 23, 1999 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |X| NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 Pages) - -------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). CUSIP No. 754459105 13D Page 2 of 9 Pages --------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SHAPIRO CAPITAL MANAGEMENT COMPANY, INC. -- ID NO. 58-1831070 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION SHAPIRO CAPITAL MANAGEMENT COMPANY, INC. IS A GEORGIA CORPORATION NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 1,251,600 OWNED BY EACH REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,251,600 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,251,600 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1% 14. TYPE OF REPORTING PERSON* IA CUSIP No. 754459105 13D Page 3 of 9 Pages --------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SAMUEL R. SHAPIRO -- S.S. NO. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION SAMUEL R. SHAPIRO IS A UNITED STATES CITIZEN NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 1,251,600 OWNED BY EACH REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,251,600 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,251,600 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 754459105 13D Page 4 of 9 Pages --------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE KALEIDOSCOPE FUND, LP -- ID NO. 58-2126127 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| 6. CITIZENSHIP OR PLACE OF ORGANIZATION THE KALEIDOSCOPE FUND IS A GEORGIA LIMITED PARTNERSHIP NUMBER OF 7. SOLE VOTING POWER 72,000 SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 72,000 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% 14. TYPE OF REPORTING PERSON* PN ITEM 1. SECURITY AND ISSUER. This statement relates to shares of common stock, par value $.01 per share (the "Shares") of Rawlings Sporting Goods Company, Inc. (the "Issuer"). The Issuer's principal executive office address is located at 1859 Intertech Drive, Fenton, Missouri 63026. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by Shapiro Capital Management Company, Inc. (the "Company"), which is a corporation organized under the laws of the State of Georgia. The Company is an investment adviser under the Investment Advisers Act of 1940. One or more of the Company's advisory clients is the legal owner of the securities covered by this statement. Pursuant to the investment advisory agreements with its clients, the Company has the authority to direct the investments of its advisory clients, and consequently to authorize the disposition of the Issuer's Shares. The Company's executive officers are: Samuel R. Shapiro (President), Michael McCarthy (Secretary and Director of Operations) and Louis S. Shapiro (Treasurer and Chief Financial Officer). The executive officers previously listed are also all of the directors of the Company and are engaged in their respective occupations as indicated on a full time basis. The principal business and principal office of the Company is located at 3060 Peachtree Road, N.W., Atlanta, Georgia 30305. This Statement is also being filed by Samuel R. Shapiro. Mr. Shapiro is the president, a director and majority shareholder of the Company in which capacity he exercises voting and dispositive power over the securities reported herein by the Company. Mr. Shapiro, therefore, may be deemed to have indirect beneficial ownership over such securities. Unless otherwise indicated herein, Mr. Shapiro has no interest in dividends or proceeds from the sale of such securities, owns no such securities for his own account and disclaims beneficial ownership of all the securities reported herein by the Company. Finally, this Statement is also being filed by The Kaleidoscope Fund, Limited Partnership, a limited partnership organized under the laws of the State of Georgia (the "Fund"). The Fund is a private investment partnership. The Fund's principal business and principal office is the same as the Company's. Neither the Company, the Fund nor Mr. Shapiro (collectively, the "Reporting Persons") has, during the last five years, been (i) convicted in a criminal proceeding, or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to judgment, decree and final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 5 The aggregate number and percentage of the Issuer's securities to which this Statement relates is 1,251,600 representing 16.1% of the Issuer's outstanding Shares. The beneficial ownership reported by Samuel R. Shapiro and Shapiro Capital Management Company, Inc. relates to the same Shares of the Issuer and include the Shares of the Issuer reported herein as beneficially owned by the Fund. As of April 9, 1999, neither the Company nor Mr. Shapiro owned any Shares of the Issuer for its or his own account. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The net investment cost is $15,622,690.54 for the 1,251,600 Shares reported in this Schedule 13D. The consideration for the acquisition of the Shares was obtained from client accounts of the Company and working capital of the Fund, respectively. The Company did not purchase any of the Shares with borrowed funds. The Fund at times uses leverage to purchase securities and in conjunction therewith maintains a margin account with NationsBanc Montgomery Securities LLC. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the acquisition of the Shares is for investment, and the acquisition of the Shares was made in the ordinary course of business. The reason the Reporting Persons are reporting beneficial ownership of Shares on this Schedule 13D rather than Schedule 13G is due to certain contractual obligations they have incurred under a Standstill Agreement described below. The Issuer adopted a Rights Agreement in 1994 (the "Rights Agreement"). The Rights Agreement contains provisions that could result in material dilution to any person who is deemed to be an "Acquiring Person" under the Rights Agreement. An Acquiring Person is defined in the Rights Agreement generally to mean any person who, together with its Affiliates and Associates (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) acquires beneficial ownership of an amount of Shares equal to or greater than 23.1% of the Issuer's issued and outstanding Shares. On April 9, 1999, the Reporting Persons filed a Schedule 13G/A with the Securities and Exchange Commission (the "Commission"), disclosing that, collectively, they owned a total of 1,277,400 Shares (16.4% of the outstanding Shares) (the "Schedule 13G/A"). This percentage ownership alone was not enough to cause the Reporting Persons to be an Acquiring Person under the Rights Agreement. Because the Reporting Persons had reported on Schedule 13G being the beneficial owners of approximately 16.5% of the outstanding shares of Bull Run Corporation, the Issuer recently informed the Company that it believed that Bull Run was an Associate (as defined in the Rights Agreement) of the Company and that Shares of the Issuer beneficially owned by Bull Run must be aggregated with Shares of the Issuer beneficially owned by the Company for purposes of the Rights Agreement. Consequently, according to the Issuer, the Company, together with Bull Run, became Acquiring Persons under the Right Agreement and were at risk of being significantly diluted. 6 Upon being notified by the Issuer that it believed the Company and Bull Run had become Acquiring Persons, the Company entered into negotiations with the Issuer to cause the Issuer to amend the Rights Agreement so that the Reporting Persons and Bull Run would not be deemed to be Acquiring Persons, based on the acquisition of Shares reported by the Reporting Persons in the Schedule 13G/A (the "Rights Agreement Amendment"). As a condition to the Issuer agreeing to the Rights Agreement Amendment, the Issuer required the Reporting Persons to enter into a Standstill Agreement, dated as of April 23, 1999 (the "Standstill Agreement"). The Rights Agreement Amendment, which is attached hereto as Exhibit 2, is incorporated herein by reference. The Standstill Agreement provides, among other things, that the Reporting Persons: (i) not acquire beneficial ownership of additional Shares of the Issuer; (ii) sell in the open market, over a period of four (4) months, 305,000 Shares; (iii) vote all Shares of the Issuer they are entitled to vote in favor of any Control Transaction (as defined in the Standstill Agreement) recommended by the Issuer's Board of Directors; (iv) sell all of their Shares in such a Control Transaction, or alternatively, in the open market prior to the consummation of any such Control Transaction; (v) vote all Shares of the Issuer they are entitled to vote in favor of the slate of directors nominated by the Issuer's Board of Directors at the annual meeting of stockholders of the Issuer to be held in January 2000; and (vi) not take any of a number of actions set forth in the Standstill Agreement, including effecting or participating in any tender offers, restructuring, or solicitation of proxies relating to the Issuer. All provisions of this Standstill Agreement terminate on April 23, 2000. The Standstill Agreement, which is attached hereto as Exhibit 3, is incorporated herein by reference. Except as set forth in this Item 4 and in Item 5, none of the Reporting Persons has a plan or proposal that relates to or would result in: (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer's business or corporate structure; (vii) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to those enumerated above. Each Reporting Person reserves the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above. 7 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in Rows 7, 8, 9, 10, 11 and 13 of the cover page hereto for each of the Company, the Fund and Mr. Shapiro is incorporated herein by reference. A summary of purchases and sales of Shares that are reflected in this Schedule 13D and made during its past 60 days is set forth in Schedule 1 hereto. With respect to the Company and Mr. Shapiro, all such transactions were effected in accounts of clients of the Company. ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as described in Item 4, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Company, the Fund, or Mr. Shapiro, or between any of them and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. See Item 7 of this Schedule 13D for a list of written agreements filed as exhibits to this Schedule 13D. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. There is filed herewith as Exhibit 1 the Agreement Relative to the Filing of Schedule 13D. There is filed herewith as Exhibit 2 the Rights Agreement Amendment. There is filed herewith as Exhibit 3 the Standstill Agreement. The Rights Agreement is incorporated by reference hereto from Exhibit 4.1 to the Issuer's Form 10-Q for the quarter ended June 30, 1994. The First Amendment to the Rights Agreement is incorporated hereto by reference from Exhibit 4.2 to the Issuer's Form 8-K dated November 21, 1997. There is filed herewith as Exhibit 4 the Second Amendment to the Rights Agreement. 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Shapiro Capital Management Company, Inc. By: /S/ SAMUEL R. SHAPIRO -------------------------------- Samuel R. Shapiro, President /S/ SAMUEL R. SHAPIRO ------------------------------------ Samuel R. Shapiro, individually The Kaleidoscope Fund, Limited Partnership By: Shapiro Capital Management Company, Inc. Its: General Partner By: /S/ SAMUEL R. SHAPIRO -------------------------------- Samuel R. Shapiro, President Date: May 3, 1999 9 SCHEDULE 1
Purchase and Sale Information for Shapiro Capital Management Company, Inc. Purchases Sales - ---------------------------------------- ------------------------------------------- Date Data Total Date Data Total - ---------------------------------------- ------------------------------------------- 02-03-99 Purchased 2,000 02-05-99 Sold 300 - ------------ -------------- Average Price 11.22 Average Price 11.19 - ---------------------------------------- ------------------------------------------- 02-04-99 Purchased 2,300 02-08-99 Sold 100 - ------------ -------------- Average Price 11.22 Average Price 10.94 - ---------------------------------------- ------------------------------------------- 02-05-99 Purchased 300 02-12-99 Sold 300 - ------------ -------------- Average Price 11.19 Average Price 11.56 - ---------------------------------------- ------------------------------------------- 02-09-99 Purchased 5,000 02-24-99 Sold 4,700 - ------------ -------------- Average Price 11.98 Average Price 12.09 - ---------------------------------------- ------------------------------------------- 02-10-99 Purchased 500 03-03-99 Sold 200 - ------------ -------------- Average Price 12.00 Average Price 12.25 - ---------------------------------------- ------------------------------------------- 03-05-99 Purchased 25,000 03-08-99 Sold 300 - ------------ -------------- Average Price 9.75 Average Price 10.25 - ---------------------------------------- ------------------------------------------- 03-09-99 Purchased 63,000 03-09-99 Sold 300 - ------------ -------------- Average Price 9.93 Average Price 10.185 - ---------------------------------------- ------------------------------------------- 03-10-99 Purchased 2,800 03-10-99 Sold 200 - ------------ -------------- Average Price 10.12 Average Price 10.06 - ---------------------------------------- ------------------------------------------- 03-11-99 Purchased 25,000 03-15-99 Sold 500 - ------------ -------------- Average Price 9.72 Average Price 10 - ---------------------------------------- ------------------------------------------- 03-12-99 Purchased 5,000 03-16-99 Sold 1,200 - ------------ -------------- Average Price 9.87 Average Price 9.83 - ---------------------------------------- ------------------------------------------- 03-15-99 Purchased 5,000 03-19-99 Sold 500 - ------------ -------------- Average Price 9.87 Average Price 10 - ---------------------------------------- ------------------------------------------- 03-17-99 Purchased 2,500 03-23-99 Sold 300 - ------------ -------------- Average Price 10.00 Average Price 9.62 - ---------------------------------------- ------------------------------------------- 03-18-99 Purchased 5,000 03-25-99 Sold 1,000 - ------------ -------------- Average Price 10.00 Average Price 9.5 - ---------------------------------------- ------------------------------------------- 03-19-99 Purchased 2,000 03-31-99 Sold 1,500 - ------------ -------------- Average Price 10.10 Average Price 9.114 - ---------------------------------------- ------------------------------------------- 03-22-99 Purchased 25,000 04-05-99 Sold 300 - ------------ -------------- Average Price 9.91 Average Price 8.62 - ---------------------------------------- ------------------------------------------- 03-23-99 Purchased 12,500 04-09-99 Sold 700 - ------------ -------------- Average Price 9.39 Average Price 8.87 - ---------------------------------------- ------------------------------------------- 03-25-99 Purchased 10,000 04-13-99 Sold 1,500 - ------------ -------------- Average Price 9.56 Average Price 8.9133333 - ---------------------------------------- ------------------------------------------- 03-26-99 Purchased 3,000 04-14-99 Sold 700 - ------------ -------------- Average Price 9.10 Average Price 8.94 - ---------------------------------------- ------------------------------------------- 03-29-99 Purchased 6,000 04-22-99 Sold 500 - ------------ -------------- Average Price 9.24 Average Price 9.5 - ---------------------------------------- ------------------------------------------- Total Purchased 201,900 04-26-99 Sold 20,600 - ---------------------------------------- -------------- Total Average Price 10.28 Average Price 9.6814286 - ---------------------------------------- ------------------------------------------ Total Sold 35,700 ------------------------------------------ Total Average Price 9.8755814 ------------------------------------------
Includes accounts that have since terminated their relationship with Shapiro Capital Management
Purchase and Sale Information for Shapiro Capital Management Company, Inc. on behalf only of The Kaleidoscope Fund, LP - -------------------------------------- Date Data Average Price per Share - -------------------------------------- 4/26/99 10,000 9.68 ------------------------------------- 4/27/99 10,000 10.25 -------------------------------------
EX-10.1 2 AGRMNT RELATIVE TO THE FILING OF SCHEDULE 13D EXHIBIT 1 AGREEMENT RELATIVE TO THE FILING OF SCHEDULE 13D THIS AGREEMENT, made as of the 28th day of April, 1999, by and among Shapiro Capital Management Company Inc., a Georgia corporation (an investment adviser registered under the Section 203 of the Investment Advisers Act of 1940, as amended) (the "Adviser"), The Kaleidoscope Fund, Limited Partnership, a Georgia limited partnership (the "Fund"), and Samuel R. Shapiro, president, director and majority shareholder of the Adviser ("Affiliated Person"); WITNESSETH: WHEREAS, the Affiliated Person, the Fund, and the Adviser may all be persons required, pursuant to 17 C.F.R.240.13d-1, to file a statement containing the information required by Schedule 13D with respect to the following Issuer: RAWLINGS SPORTING GOODS COMPANY, INC. CUSIP NO. 754459105; and WHEREAS, the Adviser is the General Partner of the Fund; and WHEREAS, the Affiliated Person, the Fund, and the Adviser are each individually eligible to use Schedule 13D; and WHEREAS, the Affiliated Person, the Fund, and the Adviser are each responsible for the timely filing of said Schedule 13D and any amendments thereto, and for the completion and accuracy of the information concerning each, but not on the behalf of any other, unless any knows or has reason to know that the information concerning any other is inaccurate; and WHEREAS, the Schedule 13D attached hereto identifies all the persons and contains the required information with regard to the Affiliated Person, the Fund, and the Adviser so that it may be filed with the appropriate persons, agencies and exchanges on behalf of each of them; and WHEREAS, the Affiliated Person, the Fund, and the Adviser desire to file the Schedule 13D attached hereto on behalf of each of them. NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree that the Schedule 13D attached hereto shall be executed by the Adviser as General Partner of the Fund and by the Affiliated Person, in his individual capacity and as president of the Adviser, and filed with the appropriate persons, agencies and exchanges, on behalf of all of them. IN WITNESS WHEREOF, the undersigned have executed this Agreement Relative to the Filing of Schedule 13D as of the day, month and year first above written. /S/ SAMUEL R. SHAPIRO --------------------------- Samuel R. Shapiro, in his individual capacity and as president of Shapiro Capital Management Company, Inc. The Kaleidoscope Fund, Limited Partnership By: Shapiro Capital Management Company, Inc. Its: General Partner By: /S/ SAMUEL R. SHAPIRO ------------------------------ Samuel R. Shapiro, President EX-10.2 3 RIGHTS AGREEMENT AMENDMENT EXHIBIT 2 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: 1 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. 2 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 ------------------------ 3 EX-10.3 4 STANDSTILL AGREEMENT EXHIBIT 3 STANDSTILL AGREEMENT -------------------- THIS STANDSTILL AGREEMENT (this "Agreement") is made and entered into as of April 23, 1999 by and between Rawlings Sporting Goods Company, Inc., a Delaware corporation (the "Company"), Samuel R. Shapiro ("Shapiro"), Shapiro Capital Management Company, Inc., a Georgia corporation ("Shapiro Capital") and The Kaleidoscope Fund, L.P. ("Kaleidoscope"). BACKGROUND: ----------- On April 9, 1999, Shapiro, Shapiro Capital and Kaleidoscope filed a Form 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, Shapiro Capital and Kaleidoscope were the beneficial owners of a total of 1,277,400 shares of Common Stock, or 16.4% of the outstanding shares of Common Stock. Based upon information publicly available to the Company, including reports filed by Bull Run Corporation, a Georgia corporation ("Bull Run"), Shapiro, Shapiro Capital and Kaleidoscope with the SEC under the Exchange Act, the Company believes that Bull Run is an Associate (as defined in the Rights Plan) of Shapiro and that, unless the Company takes action to amend the Rights Agreement, dated July 1, 1994, between the Company and ChaseMellon Shareholder Services, L.L.C., as amended (the "Rights Plan"), based on the number of shares of Common Stock beneficially owned by Bull Run, Shapiro, Shapiro Capital and Kaleidoscope, collectively, that Shapiro, Shapiro Capital and Kaleidoscope have or will become Acquiring Persons under the Rights Plan and that a Stock Acquisition Date (as defined in the Rights Plan) has occurred or will occur. The Company, Shapiro Capital, Shapiro and Kaleidoscope desire to enter into this Standstill Agreement and to amend 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: ARTICLE 1. DEFINITIONS AND CONSTRUCTION Section 1.1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the meanings specified below: "AFFILIATE" shall have the meaning set forth in Rule 12b-2 of the General Rules and Regulations under the Exchange Act; provided, however, that, for purposes of this Agreement, Bull Run shall not be deemed an Affiliate of Shapiro, Shapiro Capital or Kaleidoscope. 1 "BENEFICIAL OWNER" (including, with its correlative meanings, "BENEFICIALLY OWN" and "BENEFICIAL OWNERSHIP"), with respect to any securities, shall mean any Person which has, or any of whose Affiliates has, directly or indirectly, "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations of the Exchange Act as in effect on the date hereof) such securities. "CONTROL TRANSACTION" shall mean an agreement by the Company to be a party to (a) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company's Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Company's Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger or (b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the Common Stock or assets of the Company. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended. "GROUP" shall mean any group within the meaning of Section 13(d)(3) of the Exchange Act as in effect on the date hereof. Section 1.2. INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." All references herein to Articles, Sections and Schedules shall be deemed to be references to Articles and Sections of, and Schedules to, this Agreement unless the context shall otherwise require. The headings of the Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Unless the context shall otherwise require or provide, any reference to any agreement or other instrument or statute or regulation is to such agreement, instrument, statute or regulation as amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provision). ARTICLE 2. STANDSTILL PROVISIONS AND AGREEMENT TO DIVEST Section 2.1 ACQUISITION RESTRICTIONS. Shapiro, Shapiro Capital and Kaleidoscope agree that they will not, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase or otherwise, Beneficial Ownership of any additional shares of Common Stock on and following the date of this Agreement. Section 2.2 AGREEMENT TO DIVEST. Shapiro, Shapiro Capital and Kaleidoscope agree that they will sell into the open market, over a period of (4) four months, at least 305,000 shares of Common Stock. 2 Section 2.3 TENDER AND VOTE OBLIGATION. 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, then Shapiro, Shapiro Capital and Kaleidoscope will vote all of the shares of Common Stock they are entitled to vote in favor of such Control Transaction and (b) sell all of their shares of Common Stock in such Control Transaction, provided that this Section 2.3 will not prohibit Shapiro, Shapiro Capital and Kaleidoscope from selling shares of Common Stock into the open market prior to the consummation of any such Control Transaction. Section 2.4. OTHER STANDSTILL COVENANTS. Except as required or contemplated by Section 2.3 hereof, Shapiro, Shapiro Capital and Kaleidoscope agree that they will not, and they will cause each of their respective Affiliates not to, directly or indirectly, alone or in concert with others, take any of the actions set forth below: (a) effect, seek, offer, propose (whether publicly or otherwise) or cause or participate in, or assist any other Person to effect, seek, offer or propose (whether publicly or otherwise) or participate in: (i) any acquisition of Beneficial Ownership of Common Stock or other equity interests in the Company which would result in a breach of Section 2.1 of this Agreement; (ii) any tender or exchange offer, merger, consolidation, share exchange or business combination involving the Company or any material portion of its business or any purchase of all or any substantial part of the assets of the Company; (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any material portion of its business; or (iv) any "solicitation" of "proxies" (as such terms are used in the proxy rules of the SEC) with respect to the Company or any action resulting in such Person becoming a "participant" in any "election contest" (as such terms are used in the proxy rules of the SEC) with respect to the Company; (b) propose any matter for submission to a vote of stockholders of the Company; (c) form, join or participate in a Group with respect to the Common Stock (other than any Group whose members consist solely of Shapiro, Shapiro Capital, Kaleidoscope and any of their Affiliates); (d) grant any proxy with respect to the Common Stock to any Person not designated by the Company; 3 (e) deposit any Common Stock in a voting trust or subject any Common Stock to any arrangement or agreement with respect to the Voting of such Common Stock or other agreement having similar effect; (f) execute any written stockholder consent with respect to the Company; (g) take any other action to seek to affect the control of the management or Board of Directors of the Company; or (h) enter into any discussions, negotiations, arrangements or understandings with any Person other than the Company, Shapiro, Shapiro Capital, Kaleidoscope and their respective Affiliates, directors, officers, employees, agents or advisors with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing. ARTICLE 3. VOTING PROVISIONS Section 3.1. VOTING OF THE COMMON STOCK. Shapiro, Shapiro Capital and Kaleidoscope will vote all of the shares of Common Stock they are entitled to vote "for" the slate of directors nominated by the Board of Directors of the Company at the next Annual Meeting of Stockholders of the Company to be held in January 2000 or at any adjournment or postponement thereof. ARTICLE 4. TERM AND TERMINATION Section 4.1. TERM. The provisions of this Agreement shall terminate on the date one year from the date hereof. Section 4.2. TERMINATION BY SHAPIRO, SHAPIRO CAPITAL AND KALEIDOSCOPE. The provisions of this Agreement shall terminate in the event of a breach by the Company of any of the terms of this Agreement, if the Company fails to cure such material breach within fifteen (15) days after its receipt of notice of such breach from Shapiro, Shapiro Capital and Kaleidoscope. Section 4.3. TERMINATION BY THE COMPANY AND OPTION TO PURCHASE SHARES. In the event of a material breach by Shapiro, Shapiro Capital or Kaleidoscope of any of the terms of this Agreement, if Shapiro, Shapiro Capital or Kaleidoscope fails to cure such breach within fifteen (15) days after its receipt of notice of such breach from the Company, the Company, at its option, may within five (5) days after the lapse of such 15 day period (such five day period referred to herein as the "Exercise Period") (i) terminate the provisions of this Agreement by providing notice of termination to Shapiro, Shapiro Capital and Kaleidoscope, (ii) exercise the option to purchase for cash all of the Common Stock then held by Shapiro, Shapiro Capital, Kaleidoscope and their respective Affiliates at a 20% discount to the last reported sales price of the Company's Common Stock on the date (the "Option Date") of the expiration of the fifteen day period 4 described above, or (iii) undertake both (i) and (ii), above. The Company may exercise the option described in clause (ii) above during the Exercise Period by providing Shapiro, Shapiro Capital and Kaleidoscope with notice of exercise, at which time Shapiro, Shapiro Capital and Kaleidoscope shall promptly deliver to the Company a statement of the number of shares of Common Stock held by them and their respective Affiliates, and the Company shall deliver payment to Shapiro, Shapiro Capital and Kaleidoscope against delivery of the certificates for such shares within ten (10) days after receipt of such statement. The Company's option set forth in this Section 4.3 shall expire at 5:00 p.m. Central Time on the last day of the Exercise Period. ARTICLE 5. AMENDMENT OF RIGHTS PLAN Section 5.1. AMENDMENT OF RIGHTS PLAN. Simultaneously with the execution and delivery of this Agreement, the Company shall enter into an amendment to the Rights Plan substantially in the form set forth in Exhibit A. ARTICLE 6. MISCELLANEOUS PROVISIONS Section 6.1. EXPENSES. Shapiro, Shapiro Capital and Kaleidoscope shall, jointly and severally, 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 Agreement and the Amendment of Standstill Agreement, by and between the Company and Bull Run, and the actions 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, but only to the extent such fees and expenses exceed $25,000. Section 6.2. PRESS RELEASES. Unless required by applicable law, Shapiro, Shapiro Capital and Kaleidoscope will not, and they will cause their respective Affiliates to not, make any press release, public announcement or other communication with respect to this Agreement and the effect of the Additional Shapiro Purchases under the Rights Plan, without the prior written consent of the Chairman of the Board of the Company, it being understood that Shapiro, Shapiro Capital and Kaleidoscope may have to file a Statement on Schedule 13D (a "Schedule 13D") with the SEC with respect to their ownership of Common Stock and this Agreement, and they agree to provide any draft of such Schedule 13D to the Company and its counsel for review and comment prior to its filing. Section 6.3. NOTICES. All notices and other communications required or permitted by this Agreement shall be made in writing and shall be deemed delivered when delivered in person, transmitted by facsimile, or three days after it has been sent by mail, as follows: 5 The Company: Rawlings Sporting Goods Company, Inc. 1859 Intertech Drive Fenton, Missouri 63026 Attn: Mr. Stephen O'Hara Facsimile No.: (314) 349-3598 with a copies to: Stinson, Mag & Fizzell, P.C. 1201 Walnut, Suite 2800 P.O. Box 419251 Kansas City, Missouri 64141-6251 Attn: Craig L. Evans, Esq. Facsimile No.: (816) 691-3495 Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899-0636 Attn: Richard L. Easton, Esq. Facsimile No.: (302) 651-3001 Shapiro, Shapiro Shapiro Capital Management, Inc. Capital and 3060 Peachtree Road N.W. Kaleidoscope: Atlanta, GA 30305 Attn: Mr. Samuel R. Shapiro Facsimile No.: (404) 842-9601 with a copy to: Gardner, Carton & Douglas Quaker Tower, Suite 3400 321 North Clark Street Chicago, IL 60610-4795 Attn: Charles R. Manzoni, Jr., Esq. Facsimile No.: (312) 644-3381 The Parties shall promptly notify each other in the manner provided in this Section 6.3 of any change in their respective addresses. A notice of change of address shall not be deemed to have been given until received by the addressee. Communications by telecopier also shall be sent concurrently by mail, but shall in any event be effective as stated above. Section 6.4. ASSIGNMENT. No Party will assign this Agreement or any rights, interests or obligations hereunder, or delegate performance of any of its obligations hereunder, without the prior written consent of each other Party. Section 6.5. ENTIRE AGREEMENT. This Agreement, including the Exhibits attached hereto, embodies the entire agreement and understanding of the Parties in respect of the subject matter contained herein, PROVIDED that this provision shall not abrogate any other written agreement between the Parties executed simultaneously with this Agreement. This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter. 6 Section 6.6. WAIVER, AMENDMENT, ETC. This Agreement may not be amended or supplemented, and no waivers of or consents to departures from the provisions hereof shall be effective, unless set forth in a writing signed by, and delivered to, all the Parties. No failure or delay of any Party in exercising any power or right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power. Section 6.7. BINDING AGREEMENT; NO THIRD PARTY BENEFICIARIES. This Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Nothing expressed or implied herein is intended or will be construed to confer upon or to give to any third party any rights or remedies by virtue hereof. Section 6.8. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict or choice of laws principles. Section 6.9. SEVERABILITY. The invalidity or unenforceability of any provision hereof in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. To the extent permitted by applicable law, each Party 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. Section 6.10. COUNTERPARTS. This Agreement 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 Agreement. Section 6.11. REMEDIES. In addition to any other remedies which may be available to the Company (including any remedies which the Company may have at law or in equity): Shapiro, Shapiro Capital and Kaleidoscope agree that the Company shall have no obligation to honor transfers of Common Stock to Shapiro, Shapiro Capital or Kaleidoscope or any of their Affiliates which would cause any of Shapiro, Shapiro Capital and Kaleidoscope and their Affiliates to Beneficially Own Common Stock in violation of this Agreement, any such transfers shall be void and of no effect, and the Company shall be entitled to instruct any transfer agent or agents to refuse to honor such transfers. 7 IN WITNESS WHEREOF, the Company Shapiro Capital and Kaleidoscope have caused their respective duly authorized officers to execute this Agreement and Shapiro has executed this Agreement 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 ---------------- SHAPIRO CAPITAL MANAGEMENT, INC. By: /s/ SAMUEL R. SHAPIRO --------------------- Name: Samuel R. Shapiro ----------------- Title: President ----------------- /s/ SAMUEL R. SHAPIRO --------------------- Samuel R. Shapiro THE KALEIDOSCOPE FUND, L.P. By: /s/ SAMUEL R. SHAPIRO --------------------- Name: Samuel R. Shapiro ----------------- Title: President ----------------- 8 EX-10.4 5 SECOND AMENDMENT TO RIGHTS AGREEMENT EXHIBIT 4 SECOND AMENDMENT TO RIGHTS AGREEMENT This Second Amendment to Rights Agreement (the "Amendment") is entered into as of April 19, 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 (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(g) is amended by deleting the definition of "Continuing Director" and replacing it with "Intentionally Omitted." 2.2 The first sentence of Section 2(a) of the Rights Agreement is hereby amended to delete the following words: "and agent for the beneficial owners of the Rights (who, in accordance with Section 3 hereof, shall prior to the Distribution Date also be the holders of the Common Shares)." 2.3 The first sentence of Section 3(a) is amended and restated in its entirety to read as follows: 1 (a) Until the earlier of (i) the close of business on the tenth day after a Stock Acquisition Date involving an Acquiring Person, or (ii) the close of business on the tenth day after the date that a tender or exchange offer by any person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, 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 General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 23.1% or more of the Common Shares then outstanding, provided that the Board of Directors may extend by resolution the period referred to in (i) or (ii) above, to a date which shall not be later than the date upon which the Company's right of redemption hereunder has expired (the earlier of (i) and (ii), as it may be extended, being herein referred to as the "Distribution Date"), (x) beneficial interests in the Rights will be evidenced by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). 2.4 Section 11(a)(ii)(B) is amended by deleting the words "Continuing Directors" therein and replacing them with the words "Board of Directors" and by deleting the words "such members of" at each place they appear therein. 2.5 Section 11(a)(iii) is amended by deleting the words "Continuing Directors" therein and replacing them with the words "Board of Directors" at each place they appear therein. 2.6 Section 11(q) is amended by deleting the words "Continuing Directors" therein and replacing them with the words "Board of Directors." 2.7 Section 13(e) is amended by deleting the words "Continuing Directors" therein and replacing them with the words "Board of Directors." 2.8 Section 20(c) of the Rights Agreement is hereby amended by adding the following words to the end of such section: "Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage." 2.7 Section 21 is amended by deleting the words "Continuing Directors" therein and replacing them with the words "the Board of Directors." 2.8 The first sentence of Section 23(a) is amended and restated in its entirety to read as follows: 2 (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth day following a Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) or such later date as the Board of Directors may determine by resolution, 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") and the Company may, at its option, pay the Redemption Price either in Common Shares (based on the "current market price", as defined in Section 11(d)(i) hereof, of the Common Shares at the time of redemption) or cash. 2.9 Section 26(a) is amended by deleting the words "(which lengthening or shortening, following the first occurrence of an event set forth in clauses (i) and (ii) of the first proviso to Section 23(a) hereof, shall be effective only if there are Continuing Directors and shall require the concurrence of a majority of such Continuing Directors)" in clause (iii) thereof. 2.10 Section 28 is amended by deleting the words "(with, where specifically provided for herein, the concurrence of the Continuing Directors)" in the second and third sentences thereof, and by deleting the words "or the Continuing Directors" in the third sentence thereof. 2.11 Section 30 is amended by deleting the last sentence thereof. 2.12 The "Form of Rights Certificate" attached as Exhibit B to the Agreement is amended by deleting the last sentence of the sixth paragraph thereof. 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 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. 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 ------------------------ 4 -----END PRIVACY-ENHANCED MESSAGE-----