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EXHIBIT 1.2
PRICING AGREEMENT
Xxxxxxx, Xxxxx & Co.,
Alex. Xxxxx & Sons Incorporated,
Xxxx Xxxxxx Xxxxxxxx Inc.
c/o Goldman, Xxxxx & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
January 17, 1997
Ladies and Gentlemen:
American Health Properties, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated January 17, 1997 (the "Underwriting Agreement"),
between the Company on the one hand and Xxxxxxx, Sachs & Co. 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 provision 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 that 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 that 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 the Representatives and 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.
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If the foregoing is in accordance with your understanding, please sign and
return to us seven 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 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,
American Health Properties, Inc.
By: /s/ XXXXXX X. XXXXXXXX
.................................
Name: Xxxxxx X. Xxxxxxxx
Title: President and Chief
Executive Officer
Accepted as of the date hereof:
Xxxxxxx, Xxxxx & Co.
Xxxx. Xxxxx & Sons Incorporated
Xxxx Xxxxxx Xxxxxxxx Inc.
By: /s/ XXXX X. XXXXX
.....................................
(Xxxxxxx, Sachs & Co.)
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SCHEDULE I
Principal Amount
of Designated
Securities to be
Underwriter Purchased
----------- ----------------
Xxxxxxx, Xxxxx & Co. $ 60,000,000
Alex. Xxxxx & Sons Incorporated 20,000,000
Xxxx Xxxxxx Xxxxxxxx Inc. 20,000,000
-------------
Total $ 100,000,000
=============
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
7.05% Notes due January 15, 2002
AGGREGATE PRINCIPAL AMOUNT:
$100,000,000
PRICE TO PUBLIC:
99.749% of the principal amount of the Designated Securities, plus accrued
interest, if any, from January 15, 1997.
PURCHASE PRICE BY UNDERWRITERS:
99.049% of the principal amount of the Designated Securities, plus accrued
interest from January 15, 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 or its designated
custodian.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Immediately available funds
TIME OF DELIVERY:
10:00 a.m. (New York City time), January 23, 1997
INDENTURE:
Indenture dated as of January 15, 1997, between the Company and The Bank of
New York, as Trustee
MATURITY: January 15, 2002.
INTEREST RATE:
7.05%
INTEREST PAYMENT DATES:
January 15 and July 15, commencing July 15, 1997
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REDEMPTION PROVISIONS:
Redeemable at any time by the Company, in whole or in part, at a redemption
price equal to the sum of (i) the principal amount of the Designated
Securities being redeemed plus accrued interest to the redemption date and
(ii) the Make-Whole Amount (as defined in the Prospectus), if any.
SINKING FUND PROVISIONS:
No sinking fund provisions
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
The Closing will take place at Xxxxx, Xxxxxx & Xxxxxx LLP, Denver,
Colorado. The Designated Securities will be delivered to DTC or its designated
custodian.
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Xxxxxxx, Sachs & Co.
Address for Notices, etc.:
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000.
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