EX-99.4
5
dex994.htm
RIGHTS AGREEMENT ASSUMPTION AGREEMENT
Rights Agreement Assumption Agreement
Exhibit 99.4
Rights Agreement Assumption Agreement
Rights Agreement Assumption Agreement (the "Agreement") dated as of December 14, 2004 between BNS Holding, Inc.
(
"Holding"
), BNS Co. (the
"Company"
) and EquiServe Trust Company, N.A., relating to the Rights Agreement, dated as of February 13, 1998, as amended to date (the "
Rights Agreement
") by and between
EquiServe Trust Company, N.A. (the "
Rights Agent
") and the Company.
WHEREAS the Company, BNS Holding, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("
BNS Holding
"), and BNS Holdings Merger Sub, Inc., a Delaware corporation and an indirect
wholly owned subsidiary of the Company ("
Merger Sub
"), have entered into a Agreement and Plan of Merger dated as of December 14, 2004 (the "
Merger Agreement
");
WHEREAS pursuant to the Merger Agreement, the Company will reorganize into a
holding company structure whereby Merger Sub will, in accordance with Section 251(g) of the Delaware General Corporation Law, merge with and into the Company (the "
Holding Company Merger
") and (i) each issued and outstanding share
of Class A Common Stock, par value $.01 per share, of the Company will be converted into one share of Class A Common Stock, par value $.01 per share, of the BNS Holding ("
BNS Holding Class A Common Stock
"), (ii) each issued and
outstanding share of Class B Common Stock, par value $.01 per share, of the Company will be converted into one share of Class B Common Stock, par value $.01 per share, of BNS Holding ("
BNS Holding Class B Common Stock
" and together
with the BNS Holding Class A Common Stock, the "
BNS Holding Common Stock
"), (iii) each issued and outstanding share of Merger Sub will be converted into one share of common stock of the Company, and the separate corporate existence
of Merger Sub will cease, and (iv) all of the issued and outstanding shares of BNS Holding owned by the Company will automatically be canceled and retired. In addition, each issued but not outstanding share of the Company's Class A Common Stock
and Class B Common Stock, held in the Company's treasury will be converted into one share of issued but not outstanding share, held in the treasury of BNS Holding, of BNS Holding Class A Common Stock and BNS Holding Class B Common Stock,
respectively; and
WHEREAS, the effect of the Holding Company
Merger is that BNS Holding will become the successor public company and the Company will become a wholly owned subsidiary of BNS Holding;
NOW, THEREFORE, in consideration of the representations, agreements and conditions set forth herein, and intending to be legally bound hereby, the
Company, BNS Holding and the Rights Agent hereby agree as follows:
1. Capitalized terms used but not otherwise defined in this Agreement will have the meanings ascribed to them in the Rights Agreement.
2. Immediately following the effective time of the Holding Company Merger: (i) BNS Holding shall be liable for and shall assume all the obligations and
duties of the Company under the Rights Agreement; (ii) the term "Company" in the Rights Agreement shall thereafter be deemed for all purposes of the Rights Agreement to refer to BNS Holding, Inc.; and (iii) BNS
Holding shall take such steps, including but not limited to authorizing and reserving a sufficient number of shares of
BNS Holding Common Stock and BNS Holding Series B Participating Preferred Stock, in connection with the Holding Company Merger as is necessary to assure that the provisions of the Rights Agreement shall thereafter be applicable in relation to the
shares of BNS Holding Common Stock and BNS Holding Series B Participating Preferred Stock thereafter deliverable upon exercise in full of the Rights.
3. The Company, BNS Holding and the Rights Agent acknowledge that the duties and obligations of the Rights Agent under the Rights Agreement shall not be
affected in any manner by this Agreement.
4. This Agreement
may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.
5. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to contracts to be made and performed entirely within such State.
[signatures to follow]
2
IN WITNESS WHEREOF, the parties have executed this Agreement as of December
, 2004.
BNS CO.
By:
Name:
Michael D. Warren
Title:
President and Chief Executive Officer
BNS HOLDING, INC.
By:
Name:
Michael D. Warren
Title:
President and Chief Executive Officer
AGREED TO AND ACKNOWLEDGED:
EQUISERVE TRUST COMPANY, N.A.
By:
Name:
Title:

EX - 99 . 4 5 dex994 . htm RIGHTS AGREEMENT ASSUMPTION AGREEMENT Rights Agreement Assumption Agreement Exhibit 99 . 4 Rights Agreement Assumption Agreement Rights Agreement Assumption Agreement ( the " Agreement " ) dated as of December 14 , 2004 between BNS Holding , Inc . ( " Holding " ) , BNS Co . ( the " Company " ) and EquiServe Trust Company , N . A . , relating to the Rights Agreement , dated as of February 13 , 1998 , as amended to date ( the " Rights Agreement " ) by and between EquiServe Trust Company , N . A . ( the " Rights Agent " ) and the Company . WHEREAS the Company , BNS Holding , Inc . , a Delaware corporation and a wholly owned subsidiary of the Company ( " BNS Holding " ) , and BNS Holdings Merger Sub , Inc . , a Delaware corporation and an indirect wholly owned subsidiary of the Company ( " Merger Sub " ) , have entered into a Agreement and Plan of Merger dated as of December 14 , 2004 ( the " Merger Agreement " ) ; WHEREAS pursuant to the Merger Agreement , the Company will reorganize into a holding company structure whereby Merger Sub will , in accordance with Section 251 ( g ) of the Delaware General Corporation Law , merge with and into the Company ( the " Holding Company Merger " ) and ( i ) each issued and outstanding share of Class A Common Stock , par value $ .01 per share , of the Company will be converted into one share of Class A Common Stock , par value $ .01 per share , of the BNS Holding ( " BNS Holding Class A Common Stock " ) , ( ii ) each issued and outstanding share of Class B Common Stock , par value $ .01 per share , of the Company will be converted into one share of Class B Common Stock , par value $ .01 per share , of BNS Holding ( " BNS Holding Class B Common Stock " and together with the BNS Holding Class A Common Stock , the " BNS Holding Common Stock " ) , ( iii ) each issued and outstanding share of Merger Sub will be converted into one share of common stock of the Company , and the separate corporate existence of Merger Sub will cease , and ( iv ) all of the issued and outstanding shares of BNS Holding owned by the Company will automatically be canceled and retired . In addition , each issued but not outstanding share of the Company 's Class A Common Stock and Class B Common Stock , held in the Company 's treasury will be converted into one share of issued but not outstanding share , held in the treasury of BNS Holding , of BNS Holding Class A Common Stock and BNS Holding Class B Common Stock , respectively ; and WHEREAS , the effect of the Holding Company Merger is that BNS Holding will become the successor public company and the Company will become a wholly owned subsidiary of BNS Holding ; NOW , THEREFORE , in consideration of the representations , agreements and conditions set forth herein , and intending to be legally bound hereby , the Company , BNS Holding and the Rights Agent hereby agree as follows : 1 . Capitalized terms used but not otherwise defined in this Agreement will have the meanings ascribed to them in the Rights Agreement . 2 . Immediately following the effective time of the Holding Company Merger : ( i ) BNS Holding shall be liable for and shall assume all the obligations and duties of the Company under the Rights Agreement ; ( ii ) the term " Company " in the Rights Agreement shall thereafter be deemed for all purposes of the Rights Agreement to refer to BNS Holding , Inc . ; and ( iii ) BNS Holding shall take such steps , including but not limited to authorizing and reserving a sufficient number of shares of BNS Holding Common Stock and BNS Holding Series B Participating Preferred Stock , in connection with the Holding Company Merger as is necessary to assure that the provisions of the Rights Agreement shall thereafter be applicable in relation to the shares of BNS Holding Common Stock and BNS Holding Series B Participating Preferred Stock thereafter deliverable upon exercise in full of the Rights . 3 . The Company , BNS Holding and the Rights Agent acknowledge that the duties and obligations of the Rights Agent under the Rights Agreement shall not be affected in any manner by this Agreement . 4 . This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original , and all such counterparts shall together constitute one and the same instrument . 5 . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts to be made and performed entirely within such State . [ signatures to follow ] 2 IN WITNESS WHEREOF , the parties have executed this Agreement as of December , 2004 . BNS CO . By : Name : Michael D. Warren Title : President and Chief Executive Officer BNS HOLDING , INC . By : Name : Michael D. Warren Title : President and Chief Executive Officer AGREED TO AND ACKNOWLEDGED : EQUISERVE TRUST COMPANY , N . A . By : Name : Title :