EXHIBIT 99.2
XXXXX INTERNATIONAL, INC.
AND
EQUISERVE TRUST COMPANY, N.A.
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 EquiServe Trust Company, N.A. 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 July 21, 2005, 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 August 5, 2005, 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 August 24, 2005. 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 two-hundredth of a
Preferred Share upon the terms and conditions set out in the Agreement.
The effect of the stock split is that effective August 5, 2005, 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 four-hundredth
(1/400) of a Preferred Share upon the terms and conditions set out in the
Agreement.
DATED this 4th day of August, 2005.
XXXXX INTERNATIONAL, INC.
By: /s/ XXXX X. XXXXXX
-----------------------------------------
Xxxx X. Xxxxxx
Senior Vice President-Administration,
General Counsel and Secretary
