Exhibit 99.1
FIRST AMENDMENT
TO
RIGHTS AGREEMENT
April 30, 2001
First Amendment to the Rights Agreement (the "Agreement"), dated as of
May 25, 2000, between Ballantyne of Omaha, Inc. (the "Company"), and ChaseMellon
Shareholder Services, L.L.C., a New Jersey Limited Liability Company, (now known
as Mellon Investor Services LLC) (the "Rights Agent").
Capitalized terms used in this First Amendment and not authorized
defined herein are as defined in the Agreement.
WHEREAS, pursuant to Section 27 of the Agreement, for so long as the
Rights are redeemable, the Company may, and the Rights Agent shall if the
Company so directs, supplement or amend any provision of the Agreement in any
respect without the approval of any holders of Rights;
WHEREAS, as of the date hereof the Rights are redeemable;
WHEREAS, on April 30, 2001, the Board of Directors of the Company duly
approved amendment of the Agreement with respect to ownership of shares of the
Common Stock by BalCo Holdings, L.L.C.;
NOW, THEREFORE, pursuant to the provisions of Section 27 of the
Agreement, the Company and the Rights Agent hereby agree as follows:
1. The Agreement is hereby amended so that effective April 30, 2001,
BalCo Holdings, L.L.C., shall be deemed to be a "Grandfathered Person." The
Company and the Rights Agent hereby amend the second paragraph of Section 1(k)
of the Agreement so that effective April 30, 2001, such paragraph, as amended,
shall read in its entirety as follows:
A Grandfathered Person shall be BalCo Holdings, L.L.C. ("BalCo"), and
solely with respect to the Common Stock beneficially owned by BalCo, any
creditor of BalCo who is a bona fide pledgee of such Common Stock as of the date
of acquisition thereof by BalCo, provided, however, that a Grandfathered Person
shall cease to be a Grandfathered Person at the time that (i) all or any part of
its interest in the Common Stock becomes reportable on a Schedule 13D under the
Securities Exchange Act of 1934, as amended (or any comparable or successor
report) as part of a "group" (as such term is defined or used under Rule
13d-5(b) of the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended) which beneficially owns, directly or indirectly, 15% or
more of the then outstanding Common Stock and includes one or more persons
(including any Affiliate or Associate thereof) who (A) are not Grandfathered
Persons and (B) individually or in the aggregate beneficially own, directly or
indirectly, in excess of 1% of the then outstanding Common Stock; (ii) the
Grandfathered Persons in the aggregate beneficially own more than 25.89% of the
then outstanding Common Stock unless such ownership threshold is exceeded as a
result of the acquisition of shares of Common Stock by the Company which, by
reducing the number of shares outstanding, increases the proportionate number of
shares of Common Stock beneficially owned by such Grandfathered Persons in the
aggregate to more than 25.89% of the shares of Common Stock then outstanding,
provided, however, that if the Grandfathered Persons in the aggregate shall
become the Beneficial Owners of more than 25.89% of the shares of Common Stock
then outstanding by reason of such share acquisitions by the Company and shall
thereafter in the aggregate become the Beneficial Owners of any additional
shares of Common Stock, then each such Grandfathered Person shall cease to be a
Grandfathered Person, unless upon becoming in the aggregate the Beneficial
Owners of such additional shares of Common Stock (other than pursuant to a
dividend or distribution paid or made by the Company on the outstanding Common
Stock in shares of Common Stock or pursuant to a split or subdivision of the
outstanding Common Stock), the Grandfathered Persons in the aggregate do not
beneficially own more than 25.89% of the shares of Common Stock then outstanding
or (iii) a Grandfathered Person becomes the beneficial owner of less than 15% of
the Common Stock then outstanding.
2. Except as otherwise expressly provided herein, all provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
BALLANTYNE OF OMAHA, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
MELLON INVESTOR SERVICES LLC
(formerly CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.), a New Jersey Limited Company
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President