EXHIBIT 99.2
SECOND AMENDMENT
TO RIGHTS AGREEMENT
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THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as
of the 28th day of August, 1998, by and among BINKS XXXXX CORPORATION, a
Delaware corporation (the "Company"), and XXXXXX TRUST AND SAVINGS BANK, a
national banking association, (the "Rights Agent") at the Company's direction.
W I T N E S E T H:
WHEREAS, the Company and the Rights Agent have entered into that
certain Rights Agreement dated February 2, 1990 and Amended January 21, 1991
(the "Agreement");
WHEREAS, on February 2, 1990 (the "Rights Dividend Declaration Date"),
the Board of Directors of the Company authorized and declared a dividend
distribution of one Right for each share, of the Company (the "Common Stock")
outstanding at the close of business on February 13, 1990 (the "Record Date"),
and has authorized the issuance of one Right (as such number may be hereinafter
adjusted pursuant to Section 11(i) of the Agreement) for each share of Common
Stock of the Company issued between the Record Date (whether originally issued
or delivered from the Company's treasury) and the Distribution Date and, in
certain circumstances, provided in Section 22 of the Agreement, after the
Distribution Date, each Right initially representing the right to purchase one
share of Common Stock upon the terms and subject to the conditions hereinafter
set forth (the "Rights"); and
WHEREAS, on January 21, 1991, the Board of Directors determined to
amend and restate the Agreement and directed the Rights Agent to enter into an
Amendment and Restatement.
WHEREAS, on August 27, 1998, the Board of Directors determined to amend
the Agreement and directed the Rights Agent to enter into this Amendment.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements set forth herein and for the purpose of setting forth the terms
and conditions of this Amendment, the parties, intending to be bound, hereby
agree as follows:
1. INCORPORATION OF THE AGREEMENT. All capitalized terms
which are not defined herein shall have the same meanings as
set forth in the Agreement, and the Agreement to the extent
not inconsistent with this Amendment is incorporated herein by
this reference as though the same were set forth in its
entirety. To the extent any terms and provisions of the
Agreement are inconsistent with the amendments set forth
herein, such terms and provisions shall be deemed superseded
hereby. Except as specifically set forth herein, the Agreement
shall
remain in full force and effect and its provisions shall be
binding on the parties hereto.
2. AMENDMENT OF THE AGREEMENT. The Agreement is hereby
amended as follows:
a. The definition of "Acquiring Person" in Section 1 is
hereby amended and restated to read in its entirety as
follows:
"Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding, but shall not include
the Company, any Subsidiary of the Company or any employee
benefit plan of the Company or of any Subsidiary of the
Company: provided, however, that a Person (a "Passive
Holder") shall not become an Acquiring Person if, solely as a
result of a reduction in the number of shares of Common Stock
outstanding due to the repurchase of Common Stock by the
Company, such Passive Holder, together with all Affiliates and
Associates of such Passive Holder after such repurchase,
becomes the Beneficial Owner of 15% or more of the shares of
Common Stock then outstanding, unless and until such time as
such Passive Holder or any Affiliate or Associate of such
Passive Holder becomes the Beneficial Owner of any additional
shares of Common Stock or any other Person who is the
Beneficial Owner of any shares of Common Stock becomes an
Affiliate or Associate of such Passive Holder, such that,
after giving effect to such additional shares or the shares
beneficially owned by such other Person, such Passive Holder,
together with all Affiliates and Associates of such Passive
Holder, is the Beneficial Owner of 15% or more of the shares
of Common Stock then outstanding; provided further, however,
that Illinois Tool Works, Inc., a Delaware corporation
(hereinafter referred to as "ITW") shall not be deemed to be
an Acquiring Person.
b. The definition of "Adverse Person" in Section 1 is
hereby amended to read in its entirety as follows:
"Adverse Person" shall mean any Person declared to be
an Adverse Person by the Board of Directors upon determination
that the criteria set forth in Section 11(a)(ii)(D) apply to
such Person; provided, however, that the Board of Directors
shall not declare any Person (an "Existing Holder") who, on
the Record Date, together with all Affiliates and Associates
of such Existing Holder, is the Beneficial Owner of 10% or
more of the shares of Common Stock then outstanding to be an
Adverse Person as long
as such Existing Holder or any Affiliate or Associate of such
Existing Holder does not become the Beneficial Owner of
additional shares of Common Stock or any other Person who is
the Beneficial Owner of any shares of Common Stock does not
become an Affiliate or Associate of such Existing Holder, such
that, after giving effect to such additional shares or the
shares beneficially owned by such other Person, such Existing
Holder, together with all Affiliates and Associates of such
Existing Holder is the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding; provided, further,
that the Board of Directors shall not declare any Passive
Holder (which term shall include any Existing Holder) to be an
Adverse Person if, solely as a result of a reduction in the
number of shares of Common Stock outstanding due to the
repurchase of Common Stock by the Company, such Passive
Holder, together with all Affiliates and Associates of such
Passive Holder after such repurchase, becomes the Beneficial
Owner of 10% or more (15% or more, in the case of any Existing
Holder) of the shares of Common Stock then outstanding, as
long as such Passive Holder or any Affiliate or Associate of
such Passive Holder does not become the Beneficial Owner of
any additional shares of Common Stock or any other Person who
is the Beneficial Owner of any shares of Common Stock does not
become an Affiliate or Associate of such Passive Holder, such
that, after giving effect to such additional shares or the
shares beneficially owned by such other Person, such Passive
Holder, is the Beneficial Owner of 10% or more (15% or more,
in the case of any Existing Holder) of the shares of Common
Stock then outstanding; provided further however, that ITW
shall not be deemed an Adverse Person.
(c) The definition of "Triggering Event" in Section 1 is
hereby amended to read in its entirety as follows:
"Triggering Event" shall mean any Section 11 Event or
any Section 13 Event; provided, however, the transactions
contemplated by that certain Agreement of Purchase and Sale of
Assets and Stock between the Company and ITW shall not be
considered a Triggering Event.
3. COUNTERPARTS. This Amendment may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
4. HEADINGS. Paragraph headings in this Agreement are
included herein for convenience of reference only, and shall
not constitute a part of this Amendment for any other purpose.
5. ENTIRE AGREEMENT. The Agreement, as amended by this
Amendment embodies the entire agreement and understanding
between the parties hereto and supersede all prior agreements
and understandings, whether oral or written, between the
parties hereto relating to the subject matter hereof.
6. EFFECTUATION. The amendments to the Agreement
contemplated by this Amendment shall be deemed effective
immediately upon the full execution of this Amendment. There
are no conditions precedent or subsequent to the effectiveness
of this Amendment.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year specified at the beginning hereof.
BINKS XXXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Its: Chief Financial Officer
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XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxx X. Xxxxxx
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Its: Vice President
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