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EXHIBIT 1.2
AMERICAN HEALTH PROPERTIES, INC.
(a Delaware corporation)
COMMON STOCK
TERMS AGREEMENT
Dated: October 17, 1995
To: American Health Properties, Inc.
0000 Xxxxx Xxxxxxx'x Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
Dear Sirs:
We understand that American Health Properties, Inc., a
Delaware corporation (the "Company"), proposes to issue and sell the number of
its common stock, par value $.01 per share, set forth below (the "Common
Stock") (such Common Stock being collectively hereinafter referred to as the
"Underwritten Securities"). Subject to the terms and conditions set forth or
incorporated by reference herein, the underwriters named below (the
"Underwriters") offer to purchase, severally and not jointly, the respective
numbers of Initial Underwritten Securities (as defined in the Underwriting
Agreement referenced to below) set forth below opposite their respective names,
and a proportionate share of Option Securities (as defined in the Underwriting
Agreement referred to below) to the extent any are purchased, at the purchase
price set forth below.
Number of Shares
of Initial
Underwriter Underwritten Securities
--------------------------------------------------- -----------------------
Xxxx Xxxxxx Xxxxxxxx Inc. . . . . . . . . . . . . . 625,000
Alex. Xxxxx & Sons Incorporated . . . . . . . . . . 625,000
Xxxxxxx, Sachs & Co. . . . . . . . . . . . . . . . 625,000
NatWest Securities Limited . . . . . . . . . . . . 625,000
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Total . . . . . . . . . . 2,500,000
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The Underwritten Securities shall have the following terms:
Title of Securities: COMMON STOCK
Number of Shares: 2,500,000
Public offering price per share: $21.375
Purchase price per share: $20.305
Number of Option Securities, if any, that may be purchased by the Underwriters:
375,000
Delayed Delivery Contracts: Not authorized.
Additional co-managers, if any: None, except for the signatories to this Terms
Agreement.
Other terms: None.
Closing time, date and location: 10:00 a.m., Eastern Daylight Time, on Monday,
October 23, at the offices of Xxxxxxxx &
Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000.
All the provisions contained in the document attached as Annex
A hereto entitled "American Health Properties, Inc.--Preferred Stock,
Depositary Shares, Common Stock and Common Stock Warrants--Underwriting
Agreement Basic Provisions" are hereby incorporated by reference in their
entirety herein and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provisions had been set forth in full herein. Terms
defined in such document are used herein as therein defined. In addition, each
of the Underwriters represents and agrees that (i) it has not offered or sold
and will not offer or sell any of the Underwritten Securities to persons in the
United Kingdom, except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (whether as principal
or agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995 or the Financial Services Xxx 0000 (the "Act"); (ii) it has
complied and will comply with all applicable provisions of the Act with respect
to anything done by it in relation to the Underwritten Securities in, from or
otherwise involving the United Kingdom; and (iii) it has only issued or passed
on, and will only issue or pass on, in the United Kingdom, any document which
consists of or any part of listing particulars, supplementary listing
particulars or any other document required or permitted to be published by
listing rules under Part IV of the Act, to a person who is of a kind described
in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements)
(Exemptions) Order 1995 or is a person to whom the document may otherwise
lawfully be issued or passed on.
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Please accept this offer by signing a copy of this Terms
Agreement in the space set forth below and returning the signed copy to us.
Very truly yours,
XXXX XXXXXX XXXXXXXX INC.
ALEX. XXXXX & SONS INCORPORATED
XXXXXXX, SACHS & CO.
NATWEST SECURITIES LIMITED
By: Xxxx Xxxxxx Xxxxxxxx Inc.
By: /s/ XXXX XXXXXXX
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Name: Xxxx Xxxxxxx
Title: Vice President
Accepted:
AMERICAN HEALTH PROPERTIES, INC.
By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
Title: President and
Chief Executive
Officer
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