PRICING AGREEMENT
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| PRICING AGREEMENT | ||||||||
| SCHEDULE I | ||||||||
| SCHEDULE II | ||||||||
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Exhibit 1.3
X.X. Xxxxxx Securities, Inc. |
Banc of America Securities LLC |
Deutsche Bank Securities Inc. |
As Representatives of the several Underwriters |
named in Schedule I hereto |
c/o X.X. Xxxxxx Securities Inc. |
000 Xxxx Xxxxxx |
Xxx Xxxx, Xxx Xxxx 00000 |
October 5, 2005
Ladies and Gentlemen:
Dover Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated October 5, 2005 (the
“Underwriting Agreement”), 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 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.
The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of
an arm’s length contractual counterparty to the Company with respect to the offering of the
Designated Securities contemplated hereby (including in connection with determining the terms of
the offering of the Designated Securities) and not as a financial advisor or a fiduciary to, or
agent of, the Company or any other person. Additionally, neither the Representatives nor any other
Underwriter is advising the Company or any other person as to any legal, tax, investment,
accounting or regulatory matters in any jurisdiction. The Company shall consult with its own
advisors concerning such matters and shall be responsible for making its own independent
investigation and appraisal of the transactions contemplated hereby, and the
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Underwriters shall have no responsibility or liability to the Company with respect thereto.
Any review by the Underwriters of the Company, the transactions contemplated hereby or other
matters relating to such transactions will be performed solely for the benefit of the Underwriters
and shall not be on behalf of the Company.
Each of the Underwriters agrees that it will not offer or sell any of the Designated
Securities in any jurisdiction outside the United States except in circumstances that will result
in compliance with the applicable laws thereof.
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 one
for the Company and each of the Representatives plus one for each counsel 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.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this agreement as of the date first above
written.
| DOVER CORPORATION | ||||||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||||||
| Name: | Xxxxxx X. Xxxxxxx | |||||||
| Title: | Vice President, Finance | |||||||
| Chief Financial Officer and | ||||||||
| Treasurer | ||||||||
Accepted as of the date hereof: |
X.X. XXXXXX SECURITIES INC. |
BANC OF AMERICA SECURITIES LLC |
DEUTSCHE BANK SECURITIES INC. |
For themselves and on behalf of |
the several Underwriters named in |
Schedule I hereto |
| By: X.X. XXXXXX SECURITIES INC. | ||||||
| By: | /s/ Xxxxx Xxxxxx | |||||
| Name: | Xxxxx Xxxxxx | |||||
| Title: | Vice President | |||||
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SCHEDULE I
| Principal Amount of | ||||
| 5.375% Debentures due | ||||
| Underwriters | 2035 to be Purchased | |||
X.X. Xxxxxx Securities Inc. |
$ | 73,500,000 | ||
Banc of America Securities LLC |
$ | 73,500,000 | ||
Deutsche Bank Securities Inc. |
$ | 73,500,000 | ||
Xxxxxxx, Sachs & Co. |
$ | 24,000,000 | ||
Greenwich Capital Markets, Inc. |
$ | 24,000,000 | ||
Wachovia Capital Markets, LLC |
$ | 24,000,000 | ||
BNY Capital Markets, Inc. |
$ | 3,750,000 | ||
Citigroup Global Markets Inc. |
$ | 3,750,000 | ||
Total |
$ | 300,000,000 | ||
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SCHEDULE II
Title of Designated Securities:
5.375% Debentures due October 15, 2035
Aggregate principal amount:
$300,000,000
Price to Public:
98.404% of the principal amount of the Designated Securities, plus accrued interest, if any,
from October 13, 2005.
Purchase Price by Underwriters:
97.529% of the principal amount of the Designated Securities.
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.
Time of Delivery:
10 a.m. (New York City time), October 13, 2005.
Indenture:
Indenture dated February 8, 2001, as supplemented by the Supplemental Indenture, dated
October 13, 2005, between the Company and The Bank of New York, as Trustee.
Maturity:
October 15, 2035.
Interest Rate:
5.375% per annum.
Interest Payment Dates:
Each April 15 and October 15, commencing on April 15, 2006.
Redemption Provisions:
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The Designated Securities may be redeemed in whole at any time or in part from time to time,
at the option of the Company, at a redemption price equal to the greater of (i) 100% of the
principal amount of the Designated Securities then outstanding to be redeemed; or (ii) the
sum of the present values of the remaining scheduled payments of principal and interest on
the Designated Securities to be redeemed (not including any portion of such payments of
interest accrued to the date of redemption) discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
applicable treasury rate (as defined in the Prospectus) plus 15 basis points, plus, in each
case, accrued and unpaid interest on the principal amount being redeemed to the redemption
date.
Sinking Fund Provisions:
No sinking fund provisions.
Defeasance provisions:
The provisions of the indenture relating to defeasance and covenant defeasance as described
in the Prospectus will apply to the Designated Securities.
Closing location for delivery of Designated Securities:
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and addresses of Representatives:
| Designated Representatives: | X.X. Xxxxxx Securities Inc. | |||
| Banc of America Securities LLC | ||||
| Deutsche Bank Securities Inc. | ||||
| Address for Notices, etc.: | c/o X.X. Xxxxxx Securities Inc. | |||
| 000 Xxxx Xxxxxx | ||||
| Xxx Xxxx, Xxx Xxxx 00000 |
