EXHIBIT (10)(m)
FIRST AMENDMENT TO RIGHTS AGREEMENT dated as of April 15, 1998, between
▇▇▇▇ ▇▇▇▇▇▇ STORES, INC., an Indiana corporation (the "Company"), and AMERICAN
STOCK TRANSFER & TRUST COMPANY, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and The First National Bank of Boston are parties to
a Rights Agreement dated April 10, 1997 (the "Agreement");
WHEREAS, on March 4, 1998, the Company appointed American Stock Transfer &
Trust Company as the successor Rights Agent pursuant to Section 22 of the
Agreement;
WHEREAS, Section 26 of the Agreement permits the Company and the Rights
Agent (if so instructed by the Company) to amend the Rights Agreement,
including the definition of "Acquiring Person"; and
WHEREAS, the Company has approved and authorized the execution of this
Amendment and has instructed the Rights Agent to execute this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. The definition of "Acquiring Person" contained in Section 1 of the
Agreement is hereby amended as follows:
"Acquiring Person" shall mean any Person who or which, alone
or together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of more than 15% of the Common
Shares then outstanding but shall not include (a) the Company, any
subsidiary of the Company, any employee benefit or compensation
plan of the Company or of any of its subsidiaries, or any Person
holding Common Shares for or pursuant to the terms of any such
employee benefit or compensation plan, (b) any such Person who
has become and is such a Beneficial Owner solely as a result of a
transaction or series of transaction approved prior to such
transaction or series of transactions by the Board of Directors of
the Company, (c) ▇▇▇▇▇▇▇▇ Investment Counsel LLC and its
Affiliates and Associates with respect to the Beneficial Ownership
of not more than 18.5% of the outstanding Common Shares
through June 15, 1998, or (d) any such Person who has become
and is such a Beneficial Owner solely because (i) of a change in
the aggregate number of Common Shares outstanding since the last
date on which such Person acquired Beneficial Ownership of any
Common Shares or (ii) it acquired such Beneficial Ownership in
the good faith belief that such acquisition would not (x) cause
such Beneficial Ownership to exceed 15% of the Common Shares then
outstanding and such Person relied in good faith in computing the
percentage of its Beneficial Ownership on publicly filed reports or
documents of the Company which are inaccurate or out-of-date or
(y) otherwise cause a Distribution Date or the adjustment provided
for in Section 11(a) to occur. Notwithstanding clause (d)(ii) of
the prior sentence, if any Person that is not an Acquiring Person
due to such clause (d)(ii) does not reduce its percentage of
Beneficial Ownership of Common Shares to 15% or less by the Close
of Business on the fifth Business Day after notice from the Company
(the date of notice being the first day) that such Person's
Beneficial Ownership of Common Shares so exceeds 15%, such Person
shall, at the end of such five Business Day period, become an
Acquiring Person (and such clause (d)(ii) shall no longer apply to
such Person). For purposes of this definition, the determination
whether any Person acted in "good faith" shall be conclusively
determined by the Board of Directors of the Company, acting by a
vote of those directors of the Company whose approval would be
required to redeem the Rights under Section 24."
2. Except as expressly amended herein, 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.
▇▇▇▇ ▇▇▇▇▇▇ STORES, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman
of the Board, President, and
Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Rights Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President