-----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, VvweW1LtvGMI3ObmvOPhWIFNXIFvkC2Zpzes2nchRAdqNcImpmsP/MxJvfLVQ7RI 3pHisBqYiU192NFuFR7Nbg== 0000927025-99-000045.txt : 19990503 0000927025-99-000045.hdr.sgml : 19990503 ACCESSION NUMBER: 0000927025-99-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19990423 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990430 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-24450 FILM NUMBER: 99607688 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 1999 RAWLINGS SPORTING GOODS COMPANY, INC. (Exact name of Registrant as specified in its charter) Delaware 0-24450 43-1674348 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification No.) Incorporation) 1859 Intertech Drive, Fenton, Missouri 63026 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (314) 349-5000 _________________________________________________________________ (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On April 9, 1999, Samuel R. Shapiro ("Shapiro"), Shapiro Capital Management Company, Inc., a Georgia corporation ("Shapiro Capital") and The Kaleidoscope Fund, L.P. ("Kaleidoscope," and, together with Shapiro and Shapiro Capital, collectively the "Shapiro Parties") 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 the Shapiro Parties were the beneficial owners of a total of 1,277,400 shares of Common Stock, or approximately 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"), and the Shapiro Parties with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company believes that Bull Run is an Associate (as defined in the Rights Agreement, dated July 1, 1994, between Rawlings Sporting Goods Company, Inc. (the "Company") and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"), as amended (the "Rights Plan")) of Shapiro and that, unless the Company had taken action to amend the Rights Plan, based on the number of shares of Common Stock beneficially owned by Bull Run and the Shapiro Parties, collectively, that the Shapiro Parties would have become Acquiring Persons under the Rights Plan and a Stock Acquisition Date (as defined in the Rights Plan) would have occurred. Bull Run and the Shapiro Parties assured the Company that any triggering of the Rights Agreement as a result of the Additional Shapiro Purchases was inadvertent. On April 19, 1999, the Board of Directors of the Company approved a Second Amendment to Rights Agreement to permit the Board to extend the Distribution Date (as defined in the Rights Plan) and the date of expiration of the period during which the Rights may be redeemed under the Rights Plan. The Board also took action to extend such dates to April 23, 1999 in order to allow the Company to negotiate a standstill agreement (the "Shapiro Standstill Agreement") with the Shapiro Parties and to negotiate an amendment to the Standstill Agreement (the "Bull Run Amendment"), dated November 21, 1997, between the Company and Bull Run. At the same time, the Board of Directors also authorized the Company to amend the Rights Agreement to address recent decisions in the courts of Delaware that have held unenforceable "continuing director" or "dead-hand" provisions in rights agreements which extend certain approval rights to less than all of the members of the Board of Directors. On April 19, 1999, the Company and the Rights Agent entered into the Second Amendment to Rights Agreement. On April 22, 1999, the Board of Directors approved the terms of the Shapiro Standstill Agreement and the Bull Run Amendment and authorized the Company to execute a Third Amendment to Rights Agreement which would (a) prevent a Distribution Date, a Triggering Event or a Stock Acquisition Date (as such terms are defined in the Rights Plan) from being deemed to have occurred, (b) cause neither Bull Run nor the Shapiro Parties nor any of their Affiliates or Associates (as defined in the Rights Plan) to be deemed to have become an Acquiring Person (as defined in the Rights Plan), and (c) provide that no holder of Rights would be entitled to exercise the Rights, in each case as a result of the Additional Shapiro Purchases, but only if and for so long as Bull Run has not breached in any material respect the terms of Standstill Agreement with the Company as amended by the Bull Run Amendment. On April 23, 1999, the Company entered into the Shapiro Standstill Agreement, the Bull Run Amendment and the Third Amendment to Rights Agreement. Copies of the Shapiro Standstill Agreement, the Bull Run Amendment and the Second and Third Amendments to Rights Agreements are filed as Exhibits hereto and are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Business Acquired: None (b) Pro Forma Financial Information: None (c) Exhibits: 4.1 Second Amendment to Rights Agreement, dated April 19, 1999, between the Company and the Rights Agent. 4.2 Third Amendment to Rights Agreement, dated April 23, 1999, between Rawlings and Rights Agent. 99.1 Amendment Number One of Standstill Agreement, dated April 23, 1999, between the Company and Bull Run. 99.2 Standstill Agreement, dated April 23, 1999, among the Company and the Shapiro Parties. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. RAWLINGS SPORTING GOODS COMPANY, INC. Date: April 30, 1999 By: /s/ Howard B. Keene Howard B. Keene, President EXHIBIT INDEX Exhibit Number Description Page 4.1 Second Amendment to Rights Agreement, dated April 19, 1999, between the Company and the Rights Agent. 4.2 Third Amendment to Rights Agreement, dated April 23, 1999, between Rawlings and Rights Agent. 99.1 Amendment Number One of Standstill Agreement, dated April 23, 1999, between the Company and Bull Run. 99.2 Standstill Agreement, dated April 23, 1999, among the Company and the Shapiro Parties. EX-4.1 2 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: (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: (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. 3.2 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 EX-4.2 3 THIRD AMENDMENT TO RIGHTS AGREEMENT This Third Amendment to Rights Agreement (the "Amendment") is entered into as of April 23, 1999, by and between Rawlings Sporting Goods Company, Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"). WITNESSETH: WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement dated July 1, 1994, as amended on November 21, 1997, and April 19, 1999 (the "Agreement"); WHEREAS, the Company desires to amend the Agreement on the terms and conditions herein set forth and the Company is hereby directing the Rights Agent to enter into this Amendment in accordance with Section 26 of the Agreement; and WHEREAS, the execution and delivery of this Amendment has been duly authorized by the Board of Directors of the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to such terms in the Agreement, as amended hereby. 2. Amendments to Agreement. 2.1 Section 1 is amended by adding thereto a new subsection (s) which shall read as follows: "Bull Run" shall mean Bull Run Corporation, a Georgia corporation. 2.2 Section 1 is amended by adding thereto a new subsection (t) which shall read as follows: "Shapiro" shall mean Shapiro Capital Management Company, Inc., Samuel R. Shapiro and The Kaleidoscope Fund, L.P., individually and collectively. 2.2 A new Section 34 shall be added to the Rights Agreement which shall read as follows: Section 34. Exception. Notwithstanding any provision of this Agreement to the contrary, neither a Distribution Date, Triggering Event nor a Stock Acquisition Date shall be deemed to have occurred, neither Bull Run nor Shapiro nor any of their Affiliates or Associates shall be deemed to have become an Acquiring Person, and no holder of any Rights shall be entitled to exercise such Rights under, or be entitled to any rights pursuant to, any of Sections 3(a), 7(a), 11(a) or 13 of this Agreement, as a result of the purchases of Common Shares disclosed in the Schedule 13G/A, dated April 9, 1999, filed by Shapiro with the Securities and Exchange Commission, but only if and for so long as Bull Run has not breached in any material respect, as determined in good faith by the Board of Directors of the Company, the terms of its Standstill Agreement with the Company (as the same may be amended from time to time). Unless and until the Rights Agent shall have received written notice to the contrary from the Company, the Rights Agent shall be fully protected and incur no liability in always assuming that neither Bull Run nor Shapiro nor any of their Affiliates or Associates are Acquiring Persons. 3. Reference to and Effect on the Agreement. 3.1 Upon the effectiveness of this Amendment, each reference in the Agreement to "this Agreement," "hereunder," "hereof," and "herein" shall mean and be a reference to the Agreement as amended hereby. 3.2 Except as specifically amended above, all of the terms, conditions and covenants of the Agreement shall remain unaltered and in full force and effect and shall be binding upon the parties thereto in all respects and are hereby ratified and confirmed. 4. Choice of Law. This Amendment shall be construed in accordance with the internal laws (and not the law of conflicts) of the State of Delaware, but giving effect to applicable federal laws. 5. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 6. Counterparts. This Amendment may be executed in one or more counterparts each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Amendment. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written. RAWLINGS SPORTING GOODS COMPANY, INC. By: /s/ Stephen M. O'Hara Name: Stephen M. O'Hara Title: Chairman/CEO CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: /s/ Jane A. Marten Name: Jane A. Marten Title: Assistant Vice President EX-99.1 4 AMENDMENT NUMBER ONE TO STANDSTILL AGREEMENT THIS AMENDMENT NUMBER ONE TO STANDSTILL AGREEMENT (this "Amendment") is made and entered into as of April, 23, 1999 by and between Rawlings Sporting Goods Company, Inc., a Delaware corporation (the "Company"), and Bull Run Corporation, a Georgia corporation ("Bull Run"). BACKGROUND: The Company and Bull Run are parties to a certain Standstill Agreement dated as of November 21, 1997 (the "Standstill Agreement"). On April 9, 1999, Samuel R. Shapiro, Shapiro Capital Management Company, Inc. and The Kaleidoscope Fund, L.P. (collectively, "Shapiro") filed a Schedule 13G/A with the Securities and Exchange Commission (the "SEC") reflecting purchases (the "Additional Shapiro Purchases") of additional shares of the Company's Common Stock, par value $.01 per share (the "Common Stock"), and disclosing that Shapiro was the Beneficial Owner of a total of 1,277,400 shares of the Common Stock, or 16.4% of the outstanding shares of the Common Stock. Based upon information publicly available to the Company, including reports filed by Bull Run and Shapiro with the SEC under the federal securities laws, the Company believes that Bull Run is an Associate of Shapiro, and that, unless the Company takes action to amend the Rights Agreement, based on the number of shares of Common Stock Beneficially Owned by Bull Run and Shapiro collectively, that Shapiro has or will become an Acquiring Person under the Rights Plan and that a Stock Acquisition Date (as defined in the Rights Plan) has occurred or will occur. Both the Company and Bull Run desire to amend the Standstill Agreement and the Rights Plan to reflect their mutual agreements and understandings with respect thereto as set forth herein. AGREEMENT: IN CONSIDERATION OF the foregoing, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Definitions. Unless otherwise defined in this Amendment, capitalized terms shall have the respective meanings ascribed to such terms in the Standstill Agreement. 2. Amendment of Definition of "Percentage Limitation". The definition of "Percentage Limitation" contained in Section 1.1 of the Standstill Agreement is hereby amended by the deletion thereof in its entirety and the substitution of the following in lieu thereof: "'Percentage Limitation' shall mean 10.7% of the total number of shares of the Common Stock outstanding from time to time, or such lesser percentage as Bull Run may own from time to time, but in no event less than 10.1% (the computation of the Percentage Limitation shall not include any shares of the Common Stock issuable or issued upon the exercise of the Warrants or issuable upon conversion or exercise of any other outstanding convertible or exchangeable securities)." 3. Amendment of Section 3.4. Section 3.4 of the Standstill Agreement is hereby amended by adding the following new clause (c) at the end thereof: "and (c) for the slate of directors nominated by the Board of Directors of the Company at the Annual Meeting of Stockholders to be held in January 2000 or at any adjournment or postponement thereof" 4. New Article 3A. The Standstill Agreement is hereby amended by adding the following new Article 3A, which will follow Article 3 and precede Article 4 of the Standstill Agreement: ARTICLE 3A CERTAIN CONTROL TRANSACTIONS Section 3A.1 Bull Run Participation. In the event that the Board of Directors of the Company (or any committee of the Board of Directors of the Company) shall determine (i) to initiate any process to explore strategic alternatives available to the Company that could reasonably be expected to lead to a Control Transaction, including without limitation by directing the officers, advisors or agents of the Company (including an investment banking firm) to find or negotiate with a third party regarding a Control Transaction or (ii) to enter into an agreement with any Person other than Bull Run with regard to a Control Transaction, the Company shall afford Bull Run the opportunity to participate in such process on the same basis as any other Person. Section 3A.2 Bull Run Tender. In the event that (i) the Board of Directors of the Company (or any committee of the Board of Directors of the Company) shall determine to engage in, and recommends, a Control Transaction within one year following the date of this Amendment, (ii) the provisions of Section 3A.1 have been complied with in respect of such Control Transaction and (iii) Bull Run has not indicated a willingness to make a proposal, within a reasonable time after the Board determination or recommendation referred to in clause (i) above, that would result in a higher value to the stockholders of the Company than the Board recommended Control Transaction, then Bull Run shall (a) vote all of its shares of Common Stock in favor of such Control Transaction and (b) sell all of its shares of Common Stock in such Control Transaction. Nothing in this Article 3A is intended to or shall provide Bull Run with any contractual rights of "first refusal" or "last look." 5. Bull Run Willingness to Make Proposal. The Company acknowledges and agrees that if Bull Run indicates to the Board of Directors of the Company (or a committee thereof) its willingness to make a proposal to acquire the Company, the indication of such interest by Bull Run shall not be deemed to be a violation of the Standstill Agreement, as hereby amended. 6. Amendment of Rights Plan. Simultaneously with the execution and delivery of this Amendment, the Company shall enter into an amendment to the Rights Plan substantially in the form set forth in Exhibit A. 7. Expenses. Bull Run will reimburse the Company for up to $25,000 of all documented reasonable legal fees and expenses incurred by the Company solely in connection with the preparation and negotiation of this Amendment and the action taken to prevent the Rights (as defined in the Rights Plan) from being triggered as a result of the Additional Shapiro Purchases, including without limitation the amendments of the Rights Plan for such purpose. 8. Paul Martin Shares. Bull Run agrees that it will not purchase any additional shares of Common Stock that Bull Run had a right to acquire from Paul E. Martin ("Martin"). Bull Run further agrees that on or before July 1, 1999, Bull Run will sell, in the open market, 30,000 shares of the Common Stock, such number being equal to the number of shares acquired by Bull Run from Martin. 9. Bull Run Representations. Bull Run hereby represents to the Company that as of the date of this Amendment, (i) Bull Run Beneficially Owns an aggregate of 836,500 shares of the Common Stock, which number includes 30,000 shares of the Common Stock purchased from Martin pursuant to the Martin Agreement and (ii) Robert S. Prather, Jr. Beneficially Owns 3,200 shares of the Common Stock, which number does not include any of the 836,500 shares of the Common Stock owned directly by Bull Run and of which he may be deemed to have indirect Beneficial Ownership by virtue of his relationship with Bull Run and of which he disclaims Beneficial Ownership. 10. Miscellaneous. This Amendment shall be governed by the laws of the State of Georgia, without regard to conflict or choice of laws principles. The invalidity or unenforceability of any provision of this Amendment in any jurisdiction will not affect the validity or enforceability of the remainder hereof in that jurisdiction or the validity or enforceability of this Amendment, including that provision, in any other jurisdiction. To the extent permitted by Applicable Law, each Party hereby waives any provision of Applicable Law that renders any provision hereof prohibited or unenforceable in any respect. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the extent possible. This Amendment may be executed in one or more counterparts, each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Amendment. Except as amended hereby, all of the terms and provisions of the Standstill Agreement shall remain in full force and effect. [Signatures On Following Page] IN WITNESS WHEREOF, the Company and Bull Run have caused their respective duly authorized officers to execute this Amendment as of the day and year first above written. RAWLINGS SPORTING GOODS COMPANY, INC. By: /s/ Stephen M. O'Hara Name: Stephen M. O'Hara Title: Chairman/CEO BULL RUN CORPORATION By: /s/ Robert S. Prather, Jr. Name: Robert S. Prather, Jr. Title: President & CEO EXHIBIT A THIRD AMENDMENT TO RIGHTS AGREEMENT This Third Amendment to Rights Agreement (the "Amendment") is entered into as of April 23, 1999, by and between Rawlings Sporting Goods Company, Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"). WITNESSETH: WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement dated July 1, 1994, as amended on November 21, 1997, and April 19, 1999 (the "Agreement"); WHEREAS, the Company desires to amend the Agreement on the terms and conditions herein set forth and the Company is hereby directing the Rights Agent to enter into this Amendment in accordance with Section 26 of the Agreement; and WHEREAS, the execution and delivery of this Amendment has been duly authorized by the Board of Directors of the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to such terms in the Agreement, as amended hereby. 2. Amendments to Agreement. 2.1 Section 1 is amended by adding thereto a new subsection (s) which shall read as follows: "Bull Run" shall mean Bull Run Corporation, a Georgia corporation. 2.2 Section 1 is amended by adding thereto a new subsection (t) which shall read as follows: "Shapiro" shall mean Shapiro Capital Management Company, Inc., Samuel R. Shapiro and The Kaleidoscope Fund, L.P., individually and collectively. 2.2 A new Section 34 shall be added to the Rights Agreement which shall read as follows: Section 34. Exception. Notwithstanding any provision of this Agreement to the contrary, neither a Distribution Date, Triggering Event nor a Stock Acquisition Date shall be deemed to have occurred, neither Bull Run nor Shapiro nor any of their Affiliates or Associates shall be deemed to have become an Acquiring Person, and no holder of any Rights shall be entitled to exercise such Rights under, or be entitled to any rights pursuant to, any of Sections 3(a), 7(a), 11(a) or 13 of this Agreement, as a result of the purchases of Common Shares disclosed in the Schedule 13G/A, dated April 9, 1999, filed by Shapiro with the Securities and Exchange Commission, but only if and for so long as Bull Run has not breached in any material respect, as determined in good faith by the Board of Directors of the Company, the terms of its Standstill Agreement with the Company (as the same may be amended from time to time). Unless and until the Rights Agent shall have received written notice to the contrary from the Company, the Rights Agent shall be fully protected and incur no liability in always assuming that neither Bull Run nor Shapiro nor any of their Affiliates or Associates are Acquiring Persons. 3. Reference to and Effect on the Agreement. 3.1 Upon the effectiveness of this Amendment, each reference in the Agreement to "this Agreement," "hereunder," "hereof," and "herein" shall mean and be a reference to the Agreement as amended hereby. 3.2 Except as specifically amended above, all of the terms, conditions and covenants of the Agreement shall remain unaltered and in full force and effect and shall be binding upon the parties thereto in all respects and are hereby ratified and confirmed. 4. Choice of Law. This Amendment shall be construed in accordance with the internal laws (and not the law of conflicts) of the State of Delaware, but giving effect to applicable federal laws. 5. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 6. Counterparts. This Amendment may be executed in one or more counterparts each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Amendment. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written. RAWLINGS SPORTING GOODS COMPANY, INC. By: /s/ Stephen M. O'Hara Name: Stephen M. O'Hara Title: Chairman/CEO CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: /s/ Jane A. Marten Name: Jane A. Marten Title: Assistant Vice President EX-99.2 5 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. "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. 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; (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 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: 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. 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. 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 THIRD AMENDMENT TO RIGHTS AGREEMENT This Third Amendment to Rights Agreement (the "Amendment") is entered into as of April 23, 1999, by and between Rawlings Sporting Goods Company, Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent"). WITNESSETH: WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement dated July 1, 1994, as amended on November 21, 1997, and April 19, 1999 (the "Agreement"); WHEREAS, the Company desires to amend the Agreement on the terms and conditions herein set forth and the Company is hereby directing the Rights Agent to enter into this Amendment in accordance with Section 26 of the Agreement; and WHEREAS, the execution and delivery of this Amendment has been duly authorized by the Board of Directors of the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to such terms in the Agreement, as amended hereby. 2. Amendments to Agreement. 2.1 Section 1 is amended by adding thereto a new subsection (s) which shall read as follows: "Bull Run" shall mean Bull Run Corporation, a Georgia corporation. 2.2 Section 1 is amended by adding thereto a new subsection (t) which shall read as follows: "Shapiro" shall mean Shapiro Capital Management Company, Inc., Samuel R. Shapiro and The Kaleidoscope Fund, L.P., individually and collectively. 2.2 A new Section 34 shall be added to the Rights Agreement which shall read as follows: Section 34. Exception. Notwithstanding any provision of this Agreement to the contrary, neither a Distribution Date, Triggering Event nor a Stock Acquisition Date shall be deemed to have occurred, neither Bull Run nor Shapiro nor any of their Affiliates or Associates shall be deemed to have become an Acquiring Person, and no holder of any Rights shall be entitled to exercise such Rights under, or be entitled to any rights pursuant to, any of Sections 3(a), 7(a), 11(a) or 13 of this Agreement, as a result of the purchases of Common Shares disclosed in the Schedule 13G/A, dated April 9, 1999, filed by Shapiro with the Securities and Exchange Commission, but only if and for so long as Bull Run has not breached in any material respect, as determined in good faith by the Board of Directors of the Company, the terms of its Standstill Agreement with the Company (as the same may be amended from time to time). Unless and until the Rights Agent shall have received written notice to the contrary from the Company, the Rights Agent shall be fully protected and incur no liability in always assuming that neither Bull Run nor Shapiro nor any of their Affiliates or Associates are Acquiring Persons. 3. Reference to and Effect on the Agreement. 3.1 Upon the effectiveness of this Amendment, each reference in the Agreement to "this Agreement," "hereunder," "hereof," and "herein" shall mean and be a reference to the Agreement as amended hereby. 3.2 Except as specifically amended above, all of the terms, conditions and covenants of the Agreement shall remain unaltered and in full force and effect and shall be binding upon the parties thereto in all respects and are hereby ratified and confirmed. 4. Choice of Law. This Amendment shall be construed in accordance with the internal laws (and not the law of conflicts) of the State of Delaware, but giving effect to applicable federal laws. 5. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 6. Counterparts. This Amendment may be executed in one or more counterparts each of which when so executed and delivered will be deemed an original but all of which will constitute one and the same Amendment. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written. RAWLINGS SPORTING GOODS COMPANY, INC. By: /s/ Stephen M. O'Hara Name: Stephen M. O'Hara Title: Chairman/CEO CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By: /s/ Jane A. Marten Name: Jane A. Marten Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----