Craft Brew Alliance, Inc. – ‘8-A12G/A’ on 6/25/04 – EX-1

On:  Friday, 6/25/04, at 9:43pm ET   ·   As of:  6/28/04   ·   Accession #:  950124-4-2967   ·   File #:  0-26542

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Amendment to Registration of a Class of Securities  HTML     32K 
 2: EX-1        Underwriting Agreement                                 2     10K 

EX-1   —   Underwriting Agreement
Exhibit Table of Contents

EX-1
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                                                                       EXHIBIT 1

 AMENDMENT NO. 1
TO
 AMENDED AND RESTATED RIGHTS AGREEMENT
OF
 REDHOOK ALE BREWERY, INCORPORATED

     This Amendment No. 1 to Amended and Restated Rights Agreement ("Amendment
No. 1") is entered into by Redhook Ale Brewery, Incorporated (the "Company") and
Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder         
Services, L.L.C.) (the "Rights Agent"). This Amendment No. 1 amends the Amended 
and Restated Rights Agreement between Company and Rights Agent dated as of May  
12, 1999 (the "Rights Agreement").                                              

The Rights Agreement is hereby amended as follows:                  

(1) Clause (c)(i) of the definition of "Acquiring Person" in Section 1 is       
amended to read as follows:                                                     

          . . . (c) the Affiliated Group, to the extent the Affiliated Group
            has become such a beneficial owner solely as a result of one or more
       of the following events: (i) the acquisition or purchase by the
         Affiliated Group of beneficial ownership of Common Stock, if such
       purchase or acquisition does not result in the Affiliated Group
       holding in excess of 35% in aggregate of the outstanding Common
Stock, as calculated on a Fully Diluted Basis, . . .    

(2) The first sentence of Section 3(b) is amended in its entirety to read as    
follows:                                                                        

       (b) Until the earlier of (i) the Close of Business on the tenth
         Business Day after the Date that the Company learns that a Person
        has become an Acquiring Person and (ii) the Close of Business on
         such date, if any, as may be designated by the Company's Board of
           Directors following the commencement of, or first public disclosure
          of an intent to commence, a tender or exchange offer by any Person
            (other than the Company, any Subsidiary of the Company, any employee
         benefit 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 plan) for outstanding Common Shares, if upon
          consummation of such tender or exchange offer such Person could be
            the Beneficial Owner of 20% or more of the outstanding Common Shares
         (unless such Person shall be a member of the Affiliated Group, in
           which case the threshold shall be Beneficial Ownership in excess of
           35%, calculated on a Fully-Diluted Basis) (the Close of Business on
the earlier of dates set forth in (i) and (ii) being the
     "Distribution Date"), (y) the Rights will be evidenced by the
 certificates for Common Shares registered in the names of

EX-1
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          the holders thereof and not by separate Right Certificates and (z)
           the Rights, including the right to receive Right Certificates, will
      be transferable only in connection with the transfer of Common
Shares.                                                 

This Amendment No. 1 is effective as of May 18, 2004.               

                                 REDHOOK ALE BREWERY, INCORPORATED

                        By:  /s/ Paul J. Shipman
                                             -----------------------------------
                                        Paul J. Shipman, President and
                                 Chief Executive Officer

                            MELLON INVESTOR SERVICES LLC

                         By:  /s/ Thomas L. Cooper
                                             -----------------------------------
                                          Thomas L. Cooper, Assistant Vice
                   President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G/A’ Filing		Date		First		Last			Other Filings
Filed as of:		6/28/04
Filed on:		6/25/04
		5/18/04		2					3,  4,  8-K,  DEF 14A
		5/12/99		1
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