Terms Agreement
September 27, 1995
Xxxxxx Xxxxxxx & Co. Incorporated
Xxxxxx, Read & Co. Inc.
X.X. Xxxxxxx & Sons, Inc.
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
Xxxxxxx Purina Company, a Missouri corporation (the
"Company") proposes, subject to the terms and conditions stated
herein and in the Xxxxxxx Purina Company Debt Securities and
Warrants to purchase Debt Securities Underwriting Agreement
General Terms and Provisions (the "Underwriting Agreement"), a
copy of which is attached hereto, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the
Debt Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting
Agreement (including Section 5(a) thereof, as amended in the next
paragraph) is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provisions had been set forth herein; and
each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this
Terms Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as
of the date of this Terms Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities
which are the subject of this Terms Agreement. Each reference to
the Representatives in the provisions of the Underwriting
Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.
Section 5(a) of the Underwriting Agreement shall be amended
by replacing such Section in its entirety with the following:
"Concurrently with the execution of this Agreement, you
shall receive a letter (the "initial letter") satisfactory
in form and substance to you and your counsel, dated the
date hereof and addressed to you, of Price Waterhouse LLP,
independent certified public accountants for the Company,
containing statements and information of the type ordinarily
included in accountants' comfort letters with respect to the
financial statements and certain financial information
contained in the Registration Statement; and on the Closing
Date, you shall have received a letter (the "bring-down
letter") of Price Waterhouse LLP, dated the Closing Date and
addressed to you (i) confirming that they are independent
public accountants within the meaning of the Securities Act
and are in compliance with the applicable requirements
relating to the qualification of accountants under Rule 2-01
of Regulation S-X of the Commission, (ii) stating, as of the
date of the bring-down letter (or, with respect to matters
involving changes or developments since the respective dates
as of which specified financial information is given in the
Prospectus, as of a date not more than three days prior to
the date of the bring-down letter), the conclusions and
findings of such firm with respect to the financial
information and other matters covered by the initial letter
and (iii) confirming in all material respects the
conclusions and findings set forth in the initial letter."
The Representatives and the Company hereby agree for
purposes of Section 6 of the Underwriting Agreement that the
only information the Underwriters have furnished to the
Company in writing for inclusion in the Company's Prospectus
Supplement dated September 27, 1995 to the Company's
Prospectus dated June 12, 1995 relating to the Designated
Securities (the "Prospectus Supplement") is the following:
1. The first sentence of the last paragraph of text on the
cover of the Prospectus Supplement;
2. The last paragraph on page S-2 of the Prospectus
Supplement, concerning stabilization and over-allotment by
the Underwriters;
3. The third paragraph of text under the caption
"Underwriting" to the extent that it relates to concessions
and reallowances to dealers; and
4. The second sentence of the fourth paragraph of text
under the caption "Underwriting" to the extent that it
relates to the Underwriters' intent to make a market in the
Designated Securities.
An amendment to the Registration Statement, or a supplement
to the Prospectus, as the case may be, relating to the Designated
Securities, in the form heretofore delivered to you is now
proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the
Company agrees to issue and sell to each of the Underwriters, and
each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding,
please sign and return to us six counterparts hereof, and upon
acceptance hereof by you, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding
agreement between each of you and the Company.
Very truly yours,
XXXXXXX PURINA COMPANY
By:
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and
Chief Financial Officer
Accepted as of the date hereof:
XXXXXX XXXXXXX & CO. INCORPORATED
XXXXXX, READ & CO. INC.
X.X. XXXXXXX & SONS, INC.
By: XXXXXX XXXXXXX & CO. INCORPORATED
By:
Name:
Title:
a:undrwri2.doc
Schedule I
Principal Amount of
Underwriter Securities
to be Purchased
Xxxxxx Xxxxxxx & Co. Incorporated...........$ 58,333,334
Xxxxxx, Read & Co. Inc......................$ 58,333,333
X.X. Xxxxxxx & Sons, Inc....................$ 58,333,333
Total...................$175,000,000
Schedule II
Title of Designated Securities:
7-3/4% Debentures Due October 1, 2015
Aggregate Principal Amount:
$175,000,000
Initial Public Offering Price:
99.918% plus accrued interest, from October 1 to (but not
including) the Delivery Date.
Purchase Price by Underwriters:
99.043%, plus accrued interest, from October 1, to (but not
including) the Delivery Date.
Specified Method and Funds for Payment of Purchase Price:
Wire transfer of same-day funds.
Indenture:
Indenture, dated as of May 26, 1995, between the Company and
The First National Bank of Chicago, as trustee.
Date of Maturity:
October 1, 2015
Interest Rate:
7-3/4% per annum, payable semiannually.
Interest Payment Dates:
April 1 and October 1 commencing April 1, 1996.
Redemption Provisions:
The Designated Securities are not subject to redemption.
Sinking Fund Provisions:
The Designated Securities are not subject to any sinking
fund.
Defeasance:
The defeasance provisions set forth in the Indenture will
apply to the Designated Securities.
Other Terms:
None.
Securities Exchange:
The Designated Securities will not be listed on any national
securities exchange.
Names and Addresses of Representatives:
Representatives:
Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxx, Read & Co. Inc.
and X.X. Xxxxxxx & Sons, Inc.
Address for Notices, etc.:
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Managing Director Debt Syndicate
Fax: (000) 000-0000
Delivery Date: October 2, 1995
Place of Closing: Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Time of Closing: 10:00 a.m. New York City time.
