EXHIBIT 99.2
OCTOBER 22, 1998 AMENDMENTS TO THE RIGHTS AGREEMENT (THE "AGREEMENT"),
DATED AS OF MAY 23, 1989, BY AND BETWEEN WABAN INC. AND XXXXXX SHAREHOLDER
SERVICES TRUST COMPANY
1. Section 1(a) of the Agreement is amended, effective 12:01 a.m., New
York City time, on October 22, 1998, by adding at its end the following text:
"Notwithstanding anything to the contrary in this Section 1(a), no Person
shall be an "Acquiring Person" if (A) such Person was not an Acquiring
Person under the definitions of "Acquiring Person" and "Beneficial Owner"
that were in effect on or prior to October 21, 1998, (B) such Person is an
Acquiring Person under the definitions of "Acquiring Person" and
"Beneficial Owner" that will be in effect after October 21, 1998 and (C)
such Person had on file with the Securities and Exchange Commission no
later than October 20, 1998 a Form 13D or Form 13G disclosing that such
Person is the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) of a sufficient number of the
Company's securities as to be an Acquiring Person under the definitions of
"Acquiring Person" and "Beneficial Owner" that will be in effect after
October 21, 1998; provided, however, that if a Person is not an Acquiring
Person because each of clauses (A), (B) and (C) of this sentence is true of
such Person, and if, after October 21, 1998, such Person becomes the
Beneficial Owner of a higher percentage of the Common Shares of the Company
then outstanding than such Person Beneficially Owned at 12:02 a.m., New
York City time, on October 22, 1998, then such Person shall be deemed to be
an "Acquiring Person." Notwithstanding anything to the contrary in this
Section 1(a), if the Board of Directors of the Company determines that a
Person that would otherwise be an Acquiring Person pursuant to this Section
1(a) has become such inadvertently, and such Person as promptly as
practicable thereafter (but in no event later than (x) the date that is 10
days after the Shares Acquisition Date or (y) such later date that the
Board of Directors has, prior to such tenth day, set), enters into such
other agreement or arrangement as the Board of Directors of the Company
approves, then such Person shall not be deemed to be an Acquiring Person
for any purposes of this Agreement. All determinations as to whether any
Person is or is not an Acquiring Person under the applicable definitions
(retrospective or prospective) of "Acquiring Person" and "Beneficial
Owner" shall be made by the Board of Directors of the Company, and such
determinations shall be conclusive and binding upon all holders of Rights."
2. Section 1(c)(i) of the Agreement is replaced, effective 12:01 a.m., New
York City time, on October 22, 1998, by the following text:
"(i) which such Person or any such Person's Affiliates or Associates
beneficially owns, directly or indirectly, for purposes of Section 13(d) of
the Exchange Act and Rule 13d-3 promulgated thereunder;"
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx XxXxxxxxx
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HomeBase, Inc., f/k/a Waban Inc. First Chicago Trust Company of New York,
f/k/a Xxxxxx Shareholder Services
Trust Company
