EXHIBIT 99.2
CERTIFICATE OF ADJUSTMENT
This is to certify pursuant to section 12 of the Rights
Agreement, dated as of July 29, 1998, between The XxXxxx-Xxxx Companies, Inc., a
New York corporation (the "Company"), and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Plan"), that:
I. Statement of Facts.
------------------
At its January 27, 1999 meeting, the Company's Board of
Directors declared a two-for-one split of the shares of common stock, par value
$1.00 per share, of the Company (the "Common Shares"), to be effected in the
form of a 100% stock distribution (the "Distribution") on March 8, 1999 to
holders of record of the Company's issued Common Shares on February 24, 1999.
II. Adjustments Pursuant to the Rights Plan.
---------------------------------------
Pursuant to the provisions of Sections 11(n) and 23(a) of the
Rights Agreement, certain adjustments to the number of two-hundredths of a
Preferred Share (as defined in the Rights Plan) purchasable upon proper exercise
of each Right (as defined in the Rights Plan) and to the Redemption Price (as
defined in the Rights Plan) shall be effected as of March 8, 1999, in connection
with the Distribution, as set forth below:
1. Pursuant to Section 11(n) of the Rights Agreement,
the number of Preferred Shares purchasable upon proper
exercise of a Right shall be equal to one four-hundredth.
2. Pursuant to Section 23(a) of the Rights Agreement,
the Redemption Price shall be equal to $.0025 per Right.
Dated this 8th day of March, 1999
THE XXXXXX-XXXX COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Associate General Counsel
and Assistant Secretary
