Preview
Full Doc
 | 2003 |
Rights Plan Agreement [Amendment No.1]
Rights Plan Agreement [Amendment No.1] (6K)
Doc #381687: Click preview link for longer preview.
AMENDMENT NO.1
TO
WINNEBAGO INDUSTRIES, INC.
RIGHTS PLAN AGREEMENT
This Amendment No.1 to Winnebago Industries, Inc. Rights Plan Agreement is
dated as of January 13, 2003 (this "Amendment") between Winnebago Industries,
Inc. (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A.
f/k/a Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), to the
Winnebago Industries, Inc. Rights Plan Agreement (the "Rights Agreement"), dated
as of May 3, 2000, between the Company and the Rights Agent.
WITNESSETH:
WHEREAS, the Board of Directors of the Company has determined to amend the
Rights Agreement (the terms defined therein and not otherwise defined herein
being used herein as therein defined);
NOW, THEREFORE, in consideration of the premises and the mutual agreement
herein set forth, the parties hereto agree as follows:
SECTION 1. Amendment of Section 1 of Rights Agreement. The definition of
"Acquiring Person" in Section 1 is amended in full to read as
follows:
"Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial
Owner of 15 % or more of the Common Shares of the Company then
outstanding, but shall not include (i) the Company, (ii) any Subsidiary
(as such term is hereinafter defined) of the Company, (iii) any
employee benefit plan of the Company or any Subsidiary of the Company,
(iv) any Person holding Common Shares for or pursuant to the terms of
any such employee benefit plan, (v) any Hanson Family Member, or (vi)
FMR Corp., its Affiliates and Associates ("FMR"), but only so long as
(A) FMR is the beneficial owner of less than twenty percent (20 %) of
the shares of common stock then outstanding and (B) FMR reports or is
required to report such ownership on Schedule 13G of the Exchange Act
or on Schedule 13D under the Exchange Act (or any comparable or
successor report) which Schedule 13D does not state any present
intention to hold such shares of common stock with the purpose or
effect of changing or influencing the control of the Company.
Notwithstanding the foregoing, no Person shall become an "Acquiring
Person" as the result of (x) an acquisition of Common Shares by the
381687
|
Winnebago
As referenced in this Rights Plan Agreement [Amendment No.1]:
WINNEBAGO INDUSTRIES, INC – {DOCUMENT}
{TYPE}EX-10.I
{SEQUENCE}4
{FILENAME}winnebago031779_ex10-i.txt
{DESCRIPTION}RIGHTS PLAN AGREEMENT
{TEXT}
EXHIBIT 10i.
AMENDMENT NO.1
TO
WINNEBAGO INDUSTRIES, INC .
RIGHTS PLAN AGREEMENT
This Amendment No.1 to Winnebago Industries, Inc. Rights Plan Agreement is
dated as of January 13, 2003 (this "Amendment") between Winnebago Industries,
Inc. (the "Company"),
_____________
Winnebago Industries, Inc – 10.I
{SEQUENCE}4
{FILENAME}winnebago031779_ex10-i.txt
{DESCRIPTION}RIGHTS PLAN AGREEMENT
{TEXT}
EXHIBIT 10i.
AMENDMENT NO.1
TO
WINNEBAGO INDUSTRIES, INC.
RIGHTS PLAN AGREEMENT
This Amendment No.1 to Winnebago Industries, Inc . Rights Plan Agreement is
dated as of January 13, 2003 (this "Amendment") between Winnebago Industries,
Inc. (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A.
f/
_____________
Winnebago Industries,
Inc – NO.1
TO
WINNEBAGO INDUSTRIES, INC.
RIGHTS PLAN AGREEMENT
This Amendment No.1 to Winnebago Industries, Inc. Rights Plan Agreement is
dated as of January 13, 2003 (this "Amendment") between Winnebago Industries,
Inc . (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A.
f/k/a Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), to the
Winnebago
_____________
Winnebago Industries, Inc – Industries,
Inc. (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A.
f/k/a Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), to the
Winnebago Industries, Inc . Rights Plan Agreement (the "Rights Agreement"), dated
as of May 3, 2000, between the Company and the Rights Agent.
WITNESSETH:
WHEREAS, the Board of Directors of the Company has
_____________
WINNEBAGO INDUSTRIES, INC – of such state.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attest it, all as of the day and year first above written.
WINNEBAGO INDUSTRIES, INC .
By
-----------------------------------------------
/s/ Bruce D. Hertzke, Chairman of the Board,
Chief Executive Officer and President
ATTEST:
By
-------------------------------------------
/s/ Raymond M. Beebe, Vice President-
General Counsel and Secretary
WELLS FARGO BANK
_____________
dt 1318268
;
|
 Wells Fargo Bank
As referenced in this Rights Plan Agreement [Amendment No.1]:
Wells Fargo Bank Minnesota, N.A. – This Amendment No.1 to Winnebago Industries, Inc. Rights Plan Agreement is
dated as of January 13, 2003 (this "Amendment") between Winnebago Industries,
Inc. (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A.
f/k/a Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), to the
Winnebago Industries, Inc. Rights Plan Agreement (the "Rights Agreement"), dated
as of May
_____________
WELLS FARGO BANK MINNESOTA, N.A. – written.
WINNEBAGO INDUSTRIES, INC.
By
-----------------------------------------------
/s/ Bruce D. Hertzke, Chairman of the Board,
Chief Executive Officer and President
ATTEST:
By
-------------------------------------------
/s/ Raymond M. Beebe, Vice President-
General Counsel and Secretary
WELLS FARGO BANK MINNESOTA, N.A. , as
Rights Agent
By
-----------------------------------------
/s/ Barbara M. Novak, Vice President
ATTEST:
By
-------------------------------------
/s/ Nancy Roseny, Vice President
{/TEXT}
{/DOCUMENT}
_____________
dt 1526490
|