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EXHIBIT 1.1
Pricing Agreement
Xxxxxxx, Xxxxx & Co.
Xxxxxx Brothers
Xxxxxx Xxxxxxx & Co. Incorporated
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000.
JULY 30, 1997
Ladies and Gentlemen:
Commercial Metals Company, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated July 26, 1995 (the "Underwriting Agreement"),
between the Company on the one hand and Xxxxxxx, Xxxxx & Co., Xxxxxx Brothers,
and Xxxxxx Xxxxxxx & Co. Incorporated on the other hand, to issue and sell to
the Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full 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 Pricing 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 the Underwriting Agreement in relation to the Prospectus (as
therein defined), and also a representation and warranty as of the date of this
Pricing Agreement in relation to the Prospectus as amended or supplemented
relating to the Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and 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. The Representatives
designated to act on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement and the address
of the Representatives referred to in such Section 12 are set forth at the end
of Schedule II hereto.
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, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding
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agreement between each of the Underwriters and the Company. It is understood
that your acceptance of this letter on behalf of each of the Underwriters is or
will be pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be submitted to the Company for
examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
COMMERCIAL METALS COMPANY
By:
------------------------------------
Name:
Title:
Accepted as of the date hereof:
XXXXXXX, SACHS & CO.
XXXXXX BROTHERS
XXXXXX XXXXXXX & CO. INCORPORATED
By:
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Xxxxxxx, Sachs & Co.
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SCHEDULE I
PRINCIPAL AMOUNT OF
DESIGNATED SECURITIES
TO BE PURCHASED
---------------------
UNDERWRITER
-----------
Xxxxxxx, Xxxxx & Co. $ 25,000,000
Xxxxxx Brothers $ 12,500,000
Xxxxxx Xxxxxxx & Co. Incorporated $ 12,500,000
------------
Total $ 50,000,000
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SCHEDULE II:
TITLE OF DESIGNATED SECURITIES: 6.80% Notes due August 1, 2007
AGGREGATE PRINCIPAL AMOUNT:
$50,000,000
PRICE TO PUBLIC:
100.000% of the principal amount of the Designated Securities, plus accrued
interest from August 1, 1997.
PURCHASE PRICE BY UNDERWRITERS:
99.350% of the principal amount of the Designated Securities, plus accrued
interest from August 1, 1997.
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
TIME OF DELIVERY:
10:00 a.m. (New York City time), August 4, 1997
INDENTURE:
Indenture dated July 31, 1995, between the Company and The Chase Manhattan
Bank, N.A., as Trustee
MATURITY: August 1, 2007
INTEREST RATE: 6.80%
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INTEREST PAYMENT DATES:
August 1 and February 1, commencing February 1, 1998
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Xxxxxxx, Xxxxx & Co.
Xxxxxx Brothers
Xxxxxx Xxxxxxx & Co. Incorporated
Address for Notices, etc.: Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Registration Department
