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Exhibit 99(a)
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CERTIFICATE OF ADJUSTMENT OF
PREFERRED SHARE PURCHASE RIGHTS
Pursuant to Section 12 of the Rights Agreement (the "Rights
Agreement"), dated as of June 13, 1995, as amended, between Worthington Foods,
Inc., an Ohio corporation (the "Company"), and National City Bank (the "Rights
Agent"), the Company hereby certifies that each Right issued pursuant to the
Rights Agreement is hereby adjusted so that it shall hereafter represent the
right to purchase nine-twentieths (9/20) of one one-hundredth of a Series A
Junior Participating Preferred Share, without par value ("Preferred Share"), of
the Company. The exercise price for each Right will continue to be $92.00 for
each one one-hundredth of a Preferred Share. Each issued and outstanding common
share of the Company shall continue to be accompanied by one Right. The
foregoing adjustment is made pursuant to Section 11(n) of the Rights Agreement,
in connection with the four-for-three share split (the "Share Split") of the
common shares of the Company which will be effected on or about December 5,
1997, by means of the distribution of one additional common share for every
three common shares outstanding on November 14, 1997. The Redemption Price (as
defined in the Rights Agreement) shall be adjusted from $.006 per Right to
$.0045 per Right. These adjustments shall be effective upon the date of
distribution of the Share Split.
Date: November 4, 1997 WORTHINGTON FOODS, INC.
By: /s/ Xxxx X. Xxxxxxx
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Its: President
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