Rawlings Announces Interest From Potential Strategic Acquirer

Nov 27, 2002, 00:00 ET from Rawlings Sporting Goods Company, Inc.

    FENTON, Mo., Nov. 27 /PRNewswire-FirstCall/ --
 Rawlings Sporting Goods Company, Inc. (Nasdaq:   RAWL) announced today that its
 Board of Directors is carefully evaluating an expression of interest from a
 strategic party for the potential acquisition of Rawlings.  The expression of
 interest contemplates a stock-for-stock transaction at a premium to Rawlings'
 current share price.  The expression of interest is preliminary and non-
 binding and is subject to a number of conditions, including completion of due
 diligence, negotiation and execution of a definitive agreement, board and
 shareholder approval, and regulatory approval.  The Board of Directors, with
 the assistance of its financial advisor, George K. Baum & Company, and its
 legal counsel, is evaluating the possibility of pursuing a transaction with
 this potential acquirer as well as other strategic alternatives to increase
 shareholder value.
     Primarily as a result of these developments, the Board of Directors has
 adopted a new Shareholder Rights Plan.  The Shareholder Rights Plan will
 provide sufficient time, as well as flexibility and negotiating leverage, to
 adequately evaluate strategic alternatives in an orderly manner to facilitate
 enhanced value for all shareholders.
     Steve O'Hara, Chairman and CEO, commented, "While there can be no
 assurance that we will consummate a transaction, we believe the interest put
 forward by the potential acquirer is reflective of our strategic value and
 ongoing earnings improvement.  The Board felt that it was in the best
 interests of the Company and our shareholders to adopt the new Shareholder
 Rights Plan to facilitate the proper evaluation of these recent developments.
 The Shareholder Rights Plan will also ensure fair and equal treatment of all
 shareholders in any acquisition transaction that may be pursued."
     The Shareholder Rights Plan includes a TIDE provision under which a
 committee composed solely of independent directors will periodically consider
 whether retention of the Shareholder Rights Plan continues to be in the best
 interests of Rawlings and its stockholders.  It also includes a "Permitted
 Offer" exception which allows an offer to be considered directly by
 shareholders if it is a fully financed offer of cash or a publicly traded
 security for all shares and is at a price and other terms which are determined
 by the Board of Directors to be fair and otherwise in the best interests of
 shareholders, and is accepted by the holders at least a majority of the
 outstanding shares.
     The other provisions of the Shareholder Rights Plan are consistent with
 those in similar plans adopted by many other public companies and which
 economic studies have shown produce higher takeover premiums for the benefit
 of all shareholders.  The Rights issued under the Shareholder Rights Plan will
 be exercisable only if an acquiring person, together that person's affiliates,
 associates and any group of which that person is a member (collectively, an
 "Interested Stockholder") acquires, or announces a tender offer for, 15% or
 more of Rawlings common stock.  Each Right will initially entitle holders,
 other than the Interested Stockholder, to purchase one one-thousandth of a new
 series of preferred stock at an exercise price of $30.  Once the Interested
 Stockholder has acquired beneficial ownership in excess of the applicable
 ownership threshold referenced above, each Right will entitle holders, other
 than the Interested Stockholder, to purchase, at the Right's then-current
 exercise price, a number of shares of Rawlings common stock having a market
 value of twice the Right's exercise price.  At any time within ten business
 days after a person becomes an Interested Stockholder, the Rights will be
 redeemable for one cent per Right at the option of the Board of Directors.
     The Shareholder Rights Plan also includes a "share exchange" feature which
 provides the Board with additional flexibility in responding to a hostile
 takeover attempt when the Rights become exercisable.  The Board will thus have
 the option of exchanging, in whole or in part, each Right of each holder,
 other than the Interested Stockholder, for one share of Rawlings common stock.
 This provision is intended to avoid the expense of requiring Right's holders
 to exercise their Rights and alleviate the uncertainty as to whether holders
 will exercise their rights.  The dilution to the Interested Stockholder caused
 by implementation of the share exchange feature would be substantial, but not
 as extensive as the dilution that would potentially occur if all holders were
 to exercise the Rights after they become exercisable.
     In addition, if after the Rights become exercisable, the Company is
 acquired in a merger or other business combination transaction, or sells 50%
 or more of its assets or earning power, to or with an Interested Stockholder
 in a transaction in which all stockholders are not treated alike, each Right
 will entitle its holder to purchase, at the Right's then-current exercise
 price, a number of shares of the acquiring company's common stock having a
 market value at the time of twice the Right's exercise price.
     The Rights will be issued on December 9, 2002 to the stockholders of
 record as of that date and will expire in ten years, unless earlier redeemed
 or exchanged by Rawlings.
     This press release contains forward-looking statements that involve risks
 and uncertainties such as the results of discussion with potential acquirers,
 Rawlings' plans to achieve certain cost savings and increases in earnings as
 well as the anticipated benefits and expected consequences of the Shareholder
 Rights Plan.  There can be no assurance that any transaction will be
 consummated with any potential acquirer.  Rawlings undertakes no obligation to
 make any further announcement regarding its consideration of strategic
 alternatives until a final agreement has been signed or a decision not to
 proceed with strategic alternatives is made.  It is important to note that
 actual results could differ materially from those expressed in such forward-
 looking statements.  Factors that could cause or contribute to such
 differences include, but are not limited to, a general economic slowdown, a
 major league baseball strike or lockout, lower retail sale rates for Rawlings'
 products, changes in Rawlings' financial position, a dramatic increase in the
 price of certain raw materials such as leather and changes in the competitive
 environment.  Other risks and uncertainties are detailed from time to time in
 Rawlings' securities filings with the Securities and Exchange Commission,
 including Rawlings' report on Form 10-K filed for the year ended August 31,
 2001.  Any forward-looking statements speak only as of the date hereof and
 Rawlings disclaims any intent or obligation to update such statements.
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SOURCE Rawlings Sporting Goods Company, Inc.