EXHIBIT 1.01
TERMS AGREEMENT
October 7, 1996
Xxxxx Xxxxxx Holdings Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Financial Officer
-----------------------
Dear Sirs:
We understand that Xxxxx Xxxxxx Holdings Inc., a Delaware corporation
(the "Company"), proposes to issue and sell $200,000,000 aggregate principal
amount of its debt securities (the "Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, we, as under-
writers (the "Underwriters"), offer to purchase, severally and not jointly, the
principal amount of Securities set forth opposite our respective names on the
list attached hereto at 98.954% of the principal amount thereof, plus accrued
interest, if any, from October 1, 1996, to the date of delivery. The Closing
Date shall be October 10, 1996 at 9:00 A.M. at the offices of Xxxxx Xxxxxx
Holdings Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Securities shall have the following terms:
Title: 7.125% Notes due October 1, 2006
Maturity: October 1, 2006
Interest Rate: 7.125%
Interest Payment
Dates: April 1 and October 1
commencing April 1, 1997
Regular Record
Dates: March 15 and September 15
Initial Price 99.554% of the principal
To Public amount thereof plus accrued interest, if any, from
October 1, 1996, to the date of delivery
Redemption
Provisions: The Securities are not redeemable by the Company
prior to maturity
All the provisions contained in the document entitled "Xxxxx Xxxxxx
Shearson Holdings Inc. - Debt Securities - Underwriting Agreement Basic Provi-
sions" and dated October 29, 1993 (the "Basic Provisions"), a copy of which you
have previously received, are, except as indicated below, herein incorporated by
reference in their entirety and shall be deemed to be a part of this Terms
Agreement to the same extent as if the Basic Provisions had been set forth in
full herein. Terms defined in the Basic Provisions are used herein as therein
defined.
Basic Provisions varied with respect to this Term Agreement:
(A) Notwithstanding the provisions set forth in Section 3 of the Basic Provi-
sions, the Company and the Underwriters hereby agree that the Securities
will be in the form of Book-Entry Notes and shall be delivered on October
10, 1996 against payment of the purchase price to the Company by wire
transfer in immediately available funds to such accounts with such xxxxx-
cial institutions as the Company may direct; and
(B) In the first line of Section 2(a), delete "A registration statement on Form
S-3 (File No. 33-70340), including a prospectus, relating to the Securities
has been prepared" and insert in lieu therof "A registration statement on
Form S-3 (File No. 33-92706), including a prospectus, relating to the
Securities has been prepared." Any references in the Basic Provisions to a
Registration Statement shall be deemed a reference to such Registration
Statement on Form S-3.
The Underwriters hereby agree in connection with the underwriting of the
Securities to comply with the requirements set forth in any applicable sections
of Schedule E to the By-Laws of the National Association of Securities Dealers,
Inc.
A. Xxxxxx Xxxx, Esq., is counsel to the Company. Skadden, Arps, Slate,
Xxxxxxx & Xxxx is counsel to the Underwriters.
The Securities will be made available for checking and packaging at the
designated office of Citibank, N.A. at least 24 hours prior to the Closing Date.
2
Please accept this offer no later than 9:00 o'clock P.M. on October 7,
1996, by signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us, or by sending us a written acceptance in the
following form:
"We hereby accept your offer, set forth in the Terms Agreement, dated
October 7, 1996, to purchase the Securities on the terms set forth therein."
Very truly yours,
XXXXX XXXXXX INC.
CS FIRST BOSTON CORPORATION
CHASE SECURITIES, INC.
CITICORP SECURITIES, INC.
XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION
SALOMON BROTHERS INC
UBS SECURITIES LLC
By: XXXXX XXXXXX INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
ACCEPTED:
XXXXX XXXXXX HOLDINGS INC.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Treasurer
3
Principal
Underwriters Amount
------------ ---------
Xxxxx Xxxxxx Inc. . . . . . . . . . . . . . . . $ 32,000,000
CS First Boston Corporation . . . . . . . . . 28,000,000
Chase Securities, Inc. . . . . . . . . . . . . 28,000,000
Citicorp Securities, Inc. . . . . . . . . . . . 28,000,000
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation . . . . . . . . . . . 28,000,000
Salomon Brothers Inc . . . . . . . . . . . . . 28,000,000
UBS Securities LLC . . . . . . . . . . . . . . 28,000,000
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Total . . . . . . . . . . . . . . . . . $ 200,000,000
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