Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between First Union and the Underwriters. Very truly yours, FIRST UNION CORPORATION _______________________________________ NAME: TITLE: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ___________________________________ NAME: TITLE: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [Common Stock, par value $3.33 1/3 per share] [[Class A] Preferred Stock [, Series ], no-par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A]Preferred Stock [, Series ], no-par value] AMOUNT OF SECURITIES: PRICE TO PUBLIC: $ per Security [, plus accrued dividends, if any, from , ] PURCHASE PRICE BY UNDERWRITERS: $ per Security [, plus accrued dividends, if any, from , ] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENT: [Deposit Agreement, dated as of ____________, , between First Union and , as Depositary] MATURITY: [ , ] DIVIDEND RATE: [ % per annum] [describe floating rate provisions] DIVIDEND PAYMENT DATES: [ , , and of each year, commencing , ] REGULAR RECORD DATES: [ , , and of each year, commencing , ] REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] CLOSING DATE: , at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [insert address] SCHEDULE II AMOUNT OF SECURITIES TO BE UNDERWRITER PURCHASED ---------------------------------------------------------------------------------------- ---------- [underwriters names] ---------- Total................................................................................... SCHEDULE III Pursuant to Section 6(e) of the Underwriting Agreement, the independent accountants of First Union shall provide a comfort letter to the effect that: (i) They are independent certified public accountants with respect to First Union and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Prospectus as amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the published rules and regulations thereunder; (iii) On the basis of limited procedures, not constituting an audit, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of First Union and its subsidiaries, inspection of the minute books of First Union and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, inquiries of officials of First Union and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in First Union's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus (if any) as amended or supplemented does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in First Union's most recent Annual Report on Form 10-K; (B) any unaudited financial data included in the Prospectus as amended or supplemented as at any time, or for any period ending, after the end of the latest interim period covered by a Quarterly Report on Form 10-Q of First Union or year ended for which First Union has filed an Annual Report on Form 10-K (whichever is more recent) (and any data for any comparable prior period included therein) do not agree with the corresponding amounts in the unaudited consolidated financial statements from which such data are derived, or any such unaudited financial data were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in First Union's most recent Annual Report on Form 10-K;
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between First Union and the Underwriters. Very truly yours, FIRST UNION CORPORATION _______________________________________ NAME---------------------------- Name: TITLETitle: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ___________________________________ NAMEName: TITLETitle: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [Common Stock, par value $3.33 1/3 per share____%] [[Class A] Preferred Stock [, Series ], no-par valueSenior] [Depositary Shares, each representing a Subordinated]] [Fraction[Debentures] Interest in a Share of [Class A]Preferred Stock [, Series Notes], no-par value] AMOUNT OF SECURITIESDue _________ __,____ AGGREGATE PRINCIPAL AMOUNT: $_____________ PRICE TO PUBLIC: $ per Security ____% of the principal amount of the Designated Securities[, plus accrued dividendsinterest from _________ __, if any, from , ____] PURCHASE PRICE BY UNDERWRITERS: $ per Security ____% of the principal amount of the Designated Securities[, plus accrued dividendsinterest, if any, from _________ __, ____] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENTINDENTURE: [Deposit AgreementIndenture, dated as of ________ __, ____, between First Union and __________, , between First Union and as [Successor] Trustee, as Depositary] amended MATURITY: [ ________ __, ] DIVIDEND ____ INTEREST RATE: [ [_____% per annum] [describe floating rate provisions] DIVIDEND INTEREST PAYMENT DATES: [ , , ________ __ and ________ __ of each year, commencing ________ __, ] REGULAR RECORD DATES: [ , , and of each year, commencing , ] REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] CLOSING DATE: , at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [insert address] SCHEDULE II AMOUNT OF SECURITIES TO BE UNDERWRITER PURCHASED ---------------------------------------------------------------------------------------- ---------- [underwriters names] ---------- Total................................................................................... SCHEDULE III Pursuant to Section 6(e) of the Underwriting Agreement, the independent accountants of First Union shall provide a comfort letter to the effect that:
(i) They are independent certified public accountants with respect to First Union and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Prospectus as amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the published rules and regulations thereunder; (iii) On the basis of limited procedures, not constituting an audit, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of First Union and its subsidiaries, inspection of the minute books of First Union and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, inquiries of officials of First Union and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in First Union's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus (if any) as amended or supplemented does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in First Union's most recent Annual Report on Form 10-K; (B) any unaudited financial data included in the Prospectus as amended or supplemented as at any time, or for any period ending, after the end of the latest interim period covered by a Quarterly Report on Form 10-Q of First Union or year ended for which First Union has filed an Annual Report on Form 10-K (whichever is more recent) (and any data for any comparable prior period included therein) do not agree with the corresponding amounts in the unaudited consolidated financial statements from which such data are derived, or any such unaudited financial data were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in First Union's most recent Annual Report on Form 10-K;____
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. In all dealings under this Agreement, the Representative shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representative. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement between First Union among the Trust, the Guarantor and the several Underwriters. Very truly yours, FIRST UNION CORPORATION _______________________________________ NAMEFIFTH THIRD CAPITAL TRUST IV By: TITLEFIFTH THIRD BANCORP, as Sponsor By: The foregoing Agreement is hereby confirmed /S/ XXXXXXXXXXX X. XXXXXXXX Name: Xxxxxxxxxxx X. Xxxxxxxx Title: Executive Vice President and accepted Chief Financial Officer FIFTH THIRD BANCORP By: /S/ XXXXXXXXXXX X. XXXXXXXX Name: Xxxxxxxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer Accepted as of the date first above writtenhereof: /s/ XXXXXXX, SACHS & CO. By: [Representatives] (Xxxxxxx, Xxxxx & Co.) On behalf of each of the Underwriters set forth in Schedule II ByUnderwriters Number of Trust Preferred Securities to be Purchased Xxxxxxx, Sachs & Co. 375,000 Banc of America Securities LLC 150,000 Credit Suisse Securities (USA) LLC 150,000 Fifth Third Securities, Inc. 75,000 Total: ___________________________________ NAME: TITLE: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [Common Stock750,000 6.50% Trust Preferred Securities of Fifth Third Capital Trust IV, par value guaranteed on a subordinated basis by Fifth Third Bancorp (Liquidation Amount $3.33 1/3 1,000 per share] [[Class A] security) 750,000 $999.74 per Trust Preferred Stock [, Series ], no-par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A]Preferred Stock [, Series ], no-par value] AMOUNT OF SECURITIES: PRICE TO PUBLIC: $ per Security [, plus accrued dividendsaccumulated distributions, if any, from , ] PURCHASE PRICE BY UNDERWRITERS: $ the date of original issuance $999.74 per Trust Preferred Security [, plus accrued dividendsaccumulated distributions, if any, from , ] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: the date of original issuance $10.00 per Trust Preferred Security Immediately available funds by wire DEPOSIT AGREEMENT: [Deposit Agreement$10,000 Amended and Restated Declaration of Trust, dated as of ____________to be entered into on or before the Closing Date, , between First Union and among Fifth Third Bancorp, as Depositary] MATURITY: [ Sponsor, ] DIVIDEND RATE: [ % per annum] [describe floating rate provisions] DIVIDEND PAYMENT DATES: [ Wilmington Trust Company as Property Trustee, Wilmington Trust Company, as Delaware Trustee, Xxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx as Administrative Trustees, and the registered holders from time to time of each yearthe Trust Preferred Securities and the Trust Common Securities $750,010,000 of Fifth Third Bancorp’s 6.50% Junior Subordinated Notes due 2067, commencing , ] REGULAR RECORD DATES: [ , , and of each year, commencing , ] REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth to be issued pursuant to the Indenture referred to in the Prospectus Supplement]] CLOSING DATEUnderwriting Agreement to which this Schedule II is attached. March 30, 2007; 9:00 A.M. (New York City time) Xxxxxxxx & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx, Sachs & Co. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: , at [time] RESTRICTED PERIOD UNDER SECTION 5(GRegistration Department
(a) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [insert address] SCHEDULE II AMOUNT OF SECURITIES TO BE UNDERWRITER PURCHASED ---------------------------------------------------------------------------------------- ---------- [underwriters names] ---------- Total................................................................................... SCHEDULE III Free Writing Prospectuses Listed Pursuant to Section 6(e) of the Underwriting Agreement, the independent accountants of First Union shall provide a comfort letter to the effect that:
(i) They are independent certified public accountants with respect to First Union and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Prospectus as amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the published rules and regulations thereunder; (iii) On the basis of limited procedures, not constituting an audit, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of First Union and its subsidiaries, inspection of the minute books of First Union and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, inquiries of officials of First Union and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in First Union's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus (if any) as amended or supplemented does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in First Union's most recent Annual Report on Form 10-K; (B) any unaudited financial data included in the Prospectus as amended or supplemented as at any time, or for any period ending, after the end of the latest interim period covered by a Quarterly Report on Form 10-Q of First Union or year ended for which First Union has filed an Annual Report on Form 10-K (whichever is more recent) (and any data for any comparable prior period included therein) do not agree with the corresponding amounts in the unaudited consolidated financial statements from which such data are derived, or any such unaudited financial data were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in First Union's most recent Annual Report on Form 10-K;5(B)(a)(iii):
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between First Union and the Underwriters. Very truly yours, FIRST UNION CORPORATION _______________________________________ NAME---------------------------- Name: TITLETitle: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ___________________________________ NAMEName: TITLETitle: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [Common Stock, par value $3.33 1/3 per share] [[Class A] Preferred Stock [, Series __], no-par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A]Preferred A] Preferred Stock [, Series __], no-par value] AMOUNT OF SECURITIES: _____________ PRICE TO PUBLIC: $ $_____ per Security [, plus accrued dividends, if any, from _________ __, ____] PURCHASE PRICE BY UNDERWRITERS: $ $_____ per Security [, plus accrued dividends, if any, from _________ __, ____] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENT: [Deposit Agreement, dated as of ________ __, ____, between First Union and __________, , between First Union and , as Depositary] MATURITY: [ [________ __, ____] DIVIDEND RATE: [ [_____% per annum] [describe floating rate provisions] DIVIDEND PAYMENT DATES: [ [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ____] REGULAR RECORD DATES: [ [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ____] REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] CLOSING DATE: ________ __, ____ at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [insert address] SCHEDULE II AMOUNT OF SECURITIES TO BE UNDERWRITER PURCHASED ---------------------------------------------------------------------------------------- ---------- Amount of Securities to be Underwriter Purchased [underwriters names] ---------- Total................................................................................... TOTAL ___________ SCHEDULE III Pursuant to Section 6(e) of the Underwriting Agreement, the independent accountants of First Union shall provide a comfort letter to the effect that:
(i) They are independent certified public accountants with respect to First Union and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; ;
(ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Prospectus as amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the published rules and regulations thereunder; ;
(iii) On the basis of limited procedures, not constituting an audit, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of First Union and its subsidiaries, inspection of the minute books of First Union and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, inquiries of officials of First Union and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: :
(A) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in First Union's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus (if any) as amended or supplemented does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in First Union's most recent Annual Report on Form 10-K; ;
(B) any unaudited financial data included in the Prospectus as amended or supplemented as at any time, or for any period ending, after the end of the latest interim period covered by a Quarterly Report on Form 10-Q of First Union or year ended for which First Union has filed an Annual Report on Form 10-K (whichever is more recent) (and any data for any comparable prior period included therein) do not agree with the corresponding amounts in the unaudited consolidated financial statements from which such data are derived, or any such unaudited financial data were not determined deter mined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated incorpo rated by reference in First Union's most recent Annual Report on Form 10-K;
(C) the unaudited pro forma consolidated condensed financial statements (if any) included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those state ments;
(D) as of a specified date not more than five days prior to the date of delivery of such letter there have been any changes in the capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of perfor mance shares and upox xxxversions of convertible securities, in each case which were outstanding on the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented) or long-term debt of First Union or any of its subsidiaries, or any decreases in consolidated stockholders' equity, consolidated assets, consolidated deposits, or allowance for loan losses of First Union or other items specified by the Represen tatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incor porated by reference in the Prospectus as amended or supplemented except in each case for changes, increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; and
(E) for the period from the date of the latest financial statements included or incorporated by refer ence in the Prospectus as amended or supplemented to the end of the latest period for which financial statements are available there were any decreases in consolidated net interest income, net interest income after provision for loan losses, or the total or per share amounts of net income of First Union or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter;
(iv) In addition to the examination referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in subparagraph (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of First Union and its subsidiaries, which appear in the Prospectus as amended or supplemented (excluding documents incorporated by reference), in exhibits to the Registration Statement specified by the Representatives, or in documents incor porated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of First Union and its subsidiaries and have found them to be in agreement.
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives [NAME OF REPRESENTATIVE[S]] will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding under standing of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between First Union Citicorp and the Trust and the several Underwriters. Very truly yours, FIRST UNION CORPORATION CITICORP By:_____________________ Title: Vice President CITICORP CAPITAL I By:_____________________ as Trustee By:______________________ as Trustee The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [NAME OF REPRESENTATIVE[S]] [INSERT NAMES OF UNDERWRITERS] By: [NAME OF REPRESENTATIVE[S]] By:_____________________________ NAMEName: TITLETitle: The foregoing Agreement is hereby confirmed and accepted as SCHEDULE I Number of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: Preferred Underwriter Securities to be Purchased ___________ __________________________ NAME: TITLE: SCHEDULE I TITLE [NAME OF DESIGNATED SECURITIES: [Common Stock, par value $3.33 1/3 per shareREPRESENTATIVE[S]] [[Class A] Preferred Stock [, Series ], no-par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A]Preferred Stock [, Series ], no-par value] AMOUNT OF SECURITIES: PRICE TO PUBLIC: $ per Security [, plus accrued dividends, if any, from , ] PURCHASE PRICE BY UNDERWRITERS: $ per Security [, plus accrued dividends, if any, from , ] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENT: [Deposit Agreement, dated as of TOTAL Exhibit A ___________________ Preferred Securities CITICORP CAPITAL I (a Delaware business trust) __% ________________ Preferred Securities (Liquidation Amount of $25 Per Security) PRICING AGREEMENT ________, , between First Union and , as Depositary] MATURITY: [ , ] DIVIDEND RATE: [ % per annum1996 [NAME OF REPRESENTATIVE[S]] [describe floating rate provisionsADDRESS OF REPRESENTATIVE[S]] DIVIDEND PAYMENT DATESDear Sirs: [ Reference is made to the Underwriting Agreement, dated _______, and of each year1996 (the "Underwriting Agreement"), commencing relating to the purchase by the several Underwriters named in Schedule I thereto, ] REGULAR RECORD DATES: [ , , and of each year, commencing , ] REPAYMENT PROVISIONS: for whom ________________________ [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Globalis] [Certificatedare] [in denominations set forth in acting as representative[s] (the Prospectus Supplement"Representative[s]] CLOSING DATE: "), at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICESof the above __% ________________ Preferred Securities (the "Preferred Securities"), ETC.: [insert address] SCHEDULE II AMOUNT OF SECURITIES TO BE UNDERWRITER PURCHASED ---------------------------------------------------------------------------------------- ---------- [underwriters names] ---------- Total................................................................................... SCHEDULE III of CITICORP CAPITAL I, a Delaware business trust (the "Trust"). Pursuant to Section 6(e) 2 of the Underwriting Agreement, the independent accountants of First Union Trust and Citicorp, a Delaware corporation, agree with each Underwriter as follows:
1. The initial public offering price per security for the Preferred Securities, determined as provided in said Section 2, shall provide a comfort letter be $_____.
2. The purchase price per security for the Preferred Securities to be paid by the several Underwriters shall be $_____, being an amount equal to the effect that:initial public offering price set forth above.
(i) They are independent certified public accountants with 3. The compensation per Preferred Security to be paid by Citicorp to the several Underwriters in respect of their commitments hereunder shall be _________; provided, however, that the compensation per Preferred Security for sales of 10,000 or more Preferred Securities to First Union and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Prospectus as amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the published rules and regulations thereunder; (iii) On the basis of limited procedures, not constituting an audit, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of First Union and its subsidiaries, inspection of the minute books of First Union and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, inquiries of officials of First Union and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may single purchaser shall be specified in such letter, nothing came to their attention that caused them to believe that: (A) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in First Union's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus (if any) as amended or supplemented does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in First Union's most recent Annual Report on Form 10-K; (B) any unaudited financial data included in the Prospectus as amended or supplemented as at any time, or for any period ending, after the end of the latest interim period covered by a Quarterly Report on Form 10-Q of First Union or year ended for which First Union has filed an Annual Report on Form 10-K (whichever is more recent) (and any data for any comparable prior period included therein) do not agree with the corresponding amounts in the unaudited consolidated financial statements from which such data are derived, or any such unaudited financial data were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in First Union's most recent Annual Report on Form 10-K;__________.
Appears in 1 contract
Samples: Underwriting Agreement (Citicorp)
Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between First Union Fifth Third and the Underwriters. Very truly yours, FIRST UNION CORPORATION _______________________________________ NAMEFIFTH THIRD BANCORP --------------------------- Name: TITLETitle: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ___________________________________ NAMEName: TITLETitle: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [Common Stock, no par value $3.33 1/3 per sharevalue] [[Class A] Preferred Stock [, Series __], no-no par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A]Preferred Preferred Stock [, Series __], no-no par value] AMOUNT OF SECURITIES: ------------- PRICE TO PUBLIC: $ $_____ per Security [, plus accrued dividends, if any, from _________ __, ____] PURCHASE PRICE BY UNDERWRITERS: $ $_____ per Security [, plus accrued dividends, if any, from _________ __, ____] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENT: [Deposit Agreement, dated as of ________ __, ____, between Fifth Third and __________, , between First Union and , as Depositary] MATURITY: [ [-------- --, ----] DIVIDEND RATE: [ [_____% per annum] [describe floating rate provisions] DIVIDEND PAYMENT DATES: [ [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ----] REGULAR RECORD DATES: [ [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ----] REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] CLOSING DATE: ________ __, ____ at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [insert address] SCHEDULE II AMOUNT OF SECURITIES TO BE UNDERWRITER PURCHASED ---------------------------------------------------------------------------------------- Amount of Securities to be Underwriter Purchased ----------- ---------- [underwriters names] TOTAL ---------- Total................................................................................... SCHEDULE III Pursuant to Section 6(e) of the Underwriting Agreement, the independent accountants of First Union Fifth Third shall provide a comfort letter to the effect that:
(i) They are independent certified public accountants with respect to First Union Fifth Third and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; ;
(ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Prospectus as amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the published rules and regulations thereunder; ;
(iii) On the basis of limited procedures, not constituting an audit, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of First Union Fifth Third and its subsidiaries, inspection of the minute books of First Union Fifth Third and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, inquiries of officials of First Union Fifth Third and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: :
(A) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in First UnionFifth Third's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus (if any) as amended or supplemented does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in First UnionFifth Third's most recent Annual Report on Form 10-K; ;
(B) any unaudited financial data included in the Prospectus as amended or supplemented as at any time, or for any period ending, after the end of the latest interim period covered by a Quarterly Report on Form 10-Q of First Union Fifth Third or year ended for which First Union Fifth Third has filed an Annual Report on Form 10-K (whichever is more recent) (and any data for any comparable prior period included therein) do not agree with the corresponding amounts in the unaudited consolidated financial statements from which such data are derived, or any such unaudited financial data were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in First UnionFifth Third's most recent Annual Report on Form 10-K;
(C) the unaudited pro forma consolidated condensed financial statements (if any) included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements;
(D) as of a specified date not more than five days prior to the date of delivery of such letter there have been any changes in the capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented) or long-term debt of Fifth Third or any of its subsidiaries, or any decreases in consolidated stockholders' equity, consolidated assets, consolidated deposits, or allowance for loan losses of Fifth Third or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus as amended or supplemented except in each case for changes, increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; and
(E) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus as amended or supplemented to the end of the latest period for which financial statements are available there were any decreases in consolidated net interest income, net interest income after provision for loan losses, or the total or per share amounts of net income of Fifth Third or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter;
(iv) In addition to the examination referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in subparagraph (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of Fifth Third and its subsidiaries, which appear in the Prospectus as amended or supplemented (excluding documents incorporated by reference), in exhibits to the Registration Statement specified by the Representatives, or in documents incorporated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of Fifth Third and its subsidiaries and have found them to be in agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Fifth Third Capital Trust Iv)
Action by Underwriters. Any action under this Agreement taken by ---------------------- the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between First Union and the Underwriters. Very truly yours, FIRST UNION CORPORATION _______________________________________ NAMEName: TITLETitle: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ______________________________ Name: Title: SCHEDULE I Title of Designated Securities: [____%] [[Senior] [Subordinated]] [[Debentures] [Notes]] Due _________ NAME__, ____ Aggregate Principal Amount: TITLE: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [Common Stock, par value $3.33 1/3 per share] [[Class A] Preferred Stock [, Series ], no-par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A]Preferred Stock [, Series ], no-par value] AMOUNT OF SECURITIES: PRICE TO PUBLIC: $ per Security [, plus accrued dividends, if any, from , ] PURCHASE PRICE BY UNDERWRITERS: $ per Security [, plus accrued dividends, if any, from , ] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENT: [Deposit Agreement, dated as of _____________ Price to Public: ____% of the principal amount of the Designated Securities[, plus accrued interest, if any, from _________ __, ____] Purchase Price by Underwriters: ____% of the principal amount of the Designated Securities[, plus accrued interest, if any, from _________ __, ____] Specified Funds for Payment of Purchase Price: Immediately available funds by wire Indenture: Indenture, dated as of ________ __, ____, between First Union and __________, as Depositary[Successor] MATURITYTrustee, as amended Maturity: [ ________ __, ] DIVIDEND RATE____ Interest Rate: [ [_____% per annum] [describe floating rate provisions] DIVIDEND PAYMENT DATESInterest Payment Dates: [ , , ________ __ and ________ __ of each year, commencing _______ __, ] REGULAR RECORD DATES____ Regular Record Dates: [ , , ________ __ and ________ __ of each year, commencing _______ __, ] REPAYMENT PROVISIONS____ Repayment Provisions: [Describe repayment provisions, if any] REDEMPTION PROVISIONSRedemption Provisions: [Describe redemption provisions, if any] SINKING FUND PROVISIONSSinking Fund Provisions: [Describe sinking fund provisions, if any] CONVERSION PROVISIONSConversion Provisions: [Describe conversion provisions, if any] EXCHANGE PROVISIONSExchange Provisions: [Describe exchange provisions, if any] OTHER TERMSOther Terms: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGEAdditional Comfort Letter Coverage: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITYForm of Designated Security: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] CLOSING DATESupplement Closing Date: ________ __, ____ at [time] RESTRICTED PERIOD UNDER SECTION 5(GRestricted Period Under Section 5(g) OF UNDERWRITING AGREEMENTof Underwriting Agreement: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIESOffice for Delivery of Designated Securities: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIESOffice for Payment for Designated Securities: [insert address] NAME OF REPRESENTATIVESName of Representatives: [insert names] ADDRESS FOR NOTICESAddress for Notices, ETCetc.: [insert address] SCHEDULE II AMOUNT OF SECURITIES TO BE UNDERWRITER PURCHASED ---------------------------------------------------------------------------------------- Principal Amount of Securities to be Underwriter Purchased ----------- ---------- $ [underwriters names] ---------- Total................................................................................... --------------- Total $ SCHEDULE III Pursuant to Section 6(e) of the Underwriting Agreement, the independent accountants of First Union shall provide a comfort letter to the effect that:
(i) They are independent certified public accountants with respect to First Union and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; ;
(ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Prospectus as amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the published rules and regulations thereunder; ;
(iii) On the basis of limited procedures, not constituting an audit, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of First Union and its subsidiaries, inspection of the minute books of First Union and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, inquiries of officials of First Union and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: :
(A) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in First Union's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus (if any) as amended or supplemented does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in First Union's most recent Annual Report on Form 10-K; ;
(B) any unaudited financial data included in the Prospectus as amended or supplemented as at any time, or for any period ending, after the end of the latest interim period covered by a Quarterly Report on Form 10-Q of First Union or year ended for which First Union has filed an Annual Report on Form 10-K (whichever is more recent) (and any data for any comparable prior period included therein) do not agree with the corresponding amounts in the unaudited consolidated financial statements from which such data are derived, or any such unaudited financial data were not determined deter mined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in First Union's most recent Annual Report on Form 10-K;
(C) the unaudited pro forma consolidated condensed financial statements (if any) included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements;
(D) as of a specified date not more than five days prior to the date of delivery of such letter there have been any changes in the capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented) or long-term debt of First Union or any of its subsidiaries, or any decreases in consolidated stockholders' equity, consolidated assets, consolidated deposits, or allowance for loan losses of First Union or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus as amended or supplemented except in each case for changes, increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; and
(E) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus as amended or supplemented to the end of the latest period for which financial statements are available there were any decreases in consolidated net interest income, net interest income after provision for loan losses, or the total or per share amounts of net income of First Union or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter;
(iv) In addition to the examination referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in subparagraph (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of First Union and its subsidiaries, which appear in the Prospectus as amended or supplemented (excluding documents incorporated by reference), in exhibits to the Registration Statement specified by the Representatives, or in documents incor porated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting
Appears in 1 contract
Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between First Union Fifth Third and the Underwriters. Very truly yours, FIRST UNION CORPORATION _______________________________________ NAMEFIFTH THIRD BANCORP ---------------------------- Name: TITLETitle: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ___________________________________ NAMEName: TITLETitle: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [Common Stock, par value $3.33 1/3 per share____%] [[Class A] Preferred Stock [, Series ], no-par valueSenior] [Depositary Shares, each representing a Subordinated]] [Fraction[Debentures] Interest in a Share of [Class A]Preferred Stock [, Series Notes], no-par value] AMOUNT OF SECURITIESDue _________ __,____ AGGREGATE PRINCIPAL AMOUNT: $_________ PRICE TO PUBLIC: $ per Security ____% of the principal amount of the Designated Securities[, plus accrued dividendsinterest, if any, from _________ __, ______] PURCHASE PRICE BY UNDERWRITERS: $ per Security ____% of the principal amount of the Designated Securities[, plus accrued dividendsinterest, if any, from _________ __, ______] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENTINDENTURE: [Deposit AgreementIndenture, dated as of ________ __, ____, between Fifth Third and __________, , between First Union and as [Successor] Trustee, as Depositary] amended MATURITY: [ __________ __, ] DIVIDEND _____ INTEREST RATE: [ [_____% per annum] [describe floating rate provisions] DIVIDEND INTEREST PAYMENT DATES: [ , , ________ __ and ________ __ of each year, commencing _______ __, ] ____ REGULAR RECORD DATES: [ , , ________ __ and ________ __ of each year, commencing _______ __, ] ____ REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] Supplement CLOSING DATE: ________ __, ____ at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESIGNATED SECURITIES: [insert address] OFFICE FOR PAYMENT FOR DESIGNATED SECURITIES: [insert address] NAME OF REPRESENTATIVES: [insert names] ADDRESS FOR NOTICES, ETC.: [insert address] SCHEDULE II AMOUNT OF SECURITIES TO BE UNDERWRITER PURCHASED ---------------------------------------------------------------------------------------- ---------- Principal Amount of Securities to be Underwriter Purchased ----------- ----------- $ [underwriters names] ---------- Total................................................................................... -------- TOTAL $ SCHEDULE III Pursuant to Section 6(e) of the Underwriting Agreement, the independent accountants of First Union Fifth Third shall provide a comfort letter to the effect that:
(i) They are independent certified public accountants with respect to First Union Fifth Third and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; ;
(ii) In their opinion, the financial statements and any supplementary financial information and schedules examined by them and included or incorporated by reference in the Prospectus as amended or supplemented comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the published rules and regulations thereunder; ;
(iii) On the basis of limited procedures, not constituting an audit, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of First Union Fifth Third and its subsidiaries, inspection of the minute books of First Union Fifth Third and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, inquiries of officials of First Union Fifth Third and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: :
(A) the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of changes in financial position included or incorporated by reference in First UnionFifth Third's most recent Quarterly Report on Form 10-Q incorporated by reference in the Prospectus (if any) as amended or supplemented does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations thereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included or incorporated by reference in First UnionFifth Third's most recent Annual Report on Form 10-K; ;
(B) any unaudited financial data included in the Prospectus as amended or supplemented as at any time, or for any period ending, after the end of the latest interim period covered by a Quarterly Report on Form 10-Q of First Union Fifth Third or year ended for which First Union Fifth Third has filed an Annual Report on Form 10-K (whichever is more recent) (and any data for any comparable prior period included therein) do not agree with the corresponding amounts in the unaudited consolidated financial statements from which such data are derived, or any such unaudited financial data were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in First UnionFifth Third's most recent Annual Report on Form 10-K;
(C) the unaudited pro forma consolidated condensed financial statements (if any) included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements;
(D) as of a specified date not more than five days prior to the date of delivery of such letter there have been any changes in the capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented) or long-term debt of Fifth Third or any of its subsidiaries, or any decreases in consolidated stockholders' equity, consolidated assets, consolidated deposits, or allowance for loan losses of Fifth Third or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus as amended or supplemented except in each case for changes, increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter; and
(E) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus as amended or supplemented to the end of the latest period for which financial statements are available there were any decreases in consolidated net interest income, net interest income after provision for loan losses, or the total or per share amounts of net income of Fifth Third or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus as amended or supplemented discloses have occurred or may occur or which are described in such letter;
(iv) In addition to the examination referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in subparagraph (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of Fifth Third and its subsidiaries, which appear in the Prospectus as amended or supplemented (excluding documents incorporated by reference), in exhibits to the Registration Statement specified by the Representatives, or in documents incorporated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of Fifth Third and its subsidiaries and have found them to be in agreement.
Appears in 1 contract
Samples: Underwriting Agreement (Fifth Third Capital Trust Iv)
