EXHIBIT 99.1
XXXXX INTERNATIONAL, INC.
AND
FIRST CHICAGO TRUST
COMPANY OF NEW YORK
RIGHTS AGREEMENT
DATED AS OF JUNE 8, 2000
CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES
Pursuant to Section 12 of the Rights Agreement by and between Xxxxx
International, Inc. (the "Company") and First Chicago Trust Company of New York
dated as of June 20, 2000, as amended (the "Agreement"), the Company provides
the following information. Capitalized terms have the meaning as defined in the
Agreement unless otherwise defined in this certificate.
On June 6, 2002, the Company announced that its Board of Directors had declared
a 2-for-1 stock split to be effected in the form of a stock dividend.
Shareholders of record on June 20, 2002, are entitled to one additional share of
common stock for each share held on that date. The Company's transfer agent is
to distribute the stock dividend on or about July 8, 2002. Pursuant to Section
11(n) of the Agreement, the effect of the stock split will be an adjustment in
the number of Preferred Shares purchasable upon the exercise of each Right.
Currently the Agreement provides that each Common Share has attached, as of the
Record Date, the right to purchase one one-hundredth of a Preferred Share upon
the terms and conditions set out in the Agreement.
The effect of the stock split is that effective June 20, 2002, each outstanding
Common Share of the Company and each Common Share issued in the future until the
Distribution Date shall have attached a right to purchase one two-hundredth
(1/200) of a Preferred Share upon the terms and conditions set out in the
Agreement.
DATED this 21st day of June, 2002.
XXXXX INTERNATIONAL, INC.
By: /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Senior Vice President-Administration,
General Counsel and Secretary
