EXHIBIT 2
AMENDMENT TO
RIGHTS AGREEMENT
BETWEEN
XXXX INDUSTRIES, INC.
and
SOCIETY NATIONAL BANK
This Amendment, dated March 15, 1996, to the Rights Agreement, dated as
of May 19, 1986, as amended and restated as of June 28, 1995 (the "Rights
Agreement"), by and between Xxxx Industries, Inc. (the "Company") and Society
National Bank, as Rights Agent:
WITNESSETH:
WHEREAS, an ambiguity and inconsistency in the Rights Agreement exists
in that the Form of Right Certificate, attached as Exhibit B to the Rights
Agreement, sets May 28, 1996, as the expiration date of the Rights, the
Summary of Rights, attached as Exhibit C to the Rights Agreement, which is the
communication which was sent to shareholders, announces the expiration date of
the Rights as of May 28, 1996, and the filing with the Securities and Exchange
Commission on Form 8-A/A dated June 27, 1995, and the Listing Application with
the New York Stock Exchange (as amended) both reflect an expiration date of
May 28, 1996, but Section 7(a) of the Rights Agreement defines the Final
Expiration Date as March 16, 1996; and
WHEREAS, from its inception, the Rights Agreement had been intended by
the Company to be a plan which would have a duration of ten years from the
Record Date of May 29, 1986, and the Summary of Rights which had been mailed
to shareholders had set forth the proper expiration date of the Rights, i.e.
May 28, 1996, and the notes to the Company's financial statements as contained
in its Annual Report sent to shareholders in each year since the adoption of
the Rights Plan has consistently stated that the Rights expired in May of
1996; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, this Amendment
is for the purpose of correcting the ambiguity and inconsistency referred to
above and several other typographical errors.
NOW, THEREFORE, the Rights Agreement is hereby amended in the following
respects:
1. In lieu of the date of March 16, 1996, contained in Section 7(a) of
the Rights Plan as the Final Expiration Date, there shall be
substituted the date "May 28, 1996".
2. The subsection (iii) identifier at the beginning of Section 11(a)
(ii) (B) of the Rights Agreement is deleted, and the subsection (iv)
identifier in the next succeeding subsection is changed to (iii).
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WITNESS, the due execution hereof as of the day and year first above
written.
ATTEST: XXXX INDUSTRIES, INC.
/s/ Xxxxxxxx X. Xxxxx BY: /s/ Xxxxxx Xxxxxx
ATTEST: SOCIETY NATIONAL BANK
/s/ B. Xxxxxxx Xxxx BY: /s/ Xxxxxxx X. Xxxxxxxxx
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