Exhibit 1.2
Pricing Agreement
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Xxxxxxx, Xxxxx & Co.,
Banc One Capital Markets, Inc.,
Wachovia Securities, Inc.,
BNY Capital Markets, Inc.,
Tokyo-Mitsubishi International plc,
Xxxxx Fargo Brokerage Services, LLC,
c/o Goldman, Xxxxx & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
June 26, 2002
Ladies and Gentlemen:
Unitrin, Inc., a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, between the Company, on the one hand, and Xxxxxxx, Sachs & Co.,
Banc One Capital Markets, Inc., Wachovia Securities, Inc., BNY Capital
Markets, Inc., Tokyo-Mitsubishi International plc and Xxxxx Fargo Brokerage
Services, LLC, on the other hand, dated June 26, 2002 (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 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.
If the foregoing is in accordance with your understanding, please
sign and return to us 5 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,
Unitrin, Inc.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Executive Vice President
and Chief Financial Officer
Accepted as of the date hereof:
Xxxxxxx, Sachs & Co.
Banc One Capital Markets, Inc.
Wachovia Securities, Inc.
BNY Capital Markets, Inc.
Tokyo-Mitsubishi International plc
Xxxxx Fargo Brokerage Services, LLC
By: /s/Xxxxxxx, Sachs & Co.
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(Xxxxxxx, Xxxxx & Co.)
On behalf of each of the Underwriters
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SCHEDULE I
Principal
Amount of
Designated
Securities
to Be
Underwriters Purchased
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Xxxxxxx, Sachs & Co. ............................................ $135,000,000
Banc One Capital Markets, Inc. .................................. 87,000,000
Wachovia Securities, Inc. ....................................... 42,000,000
BNY Capital Markets, Inc. ....................................... 12,000,000
Tokyo-Mitsubishi International plc .............................. 12,000,000
Xxxxx Fargo Brokerage Services, LLC.............................. 12,000,000
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Total ........................................................... $300,000,000
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SCHEDULE II
Title of Designated Securities:
5.75% Senior Notes due July 1, 2007
Aggregate Principal Amount:
$300,000,000
Price to Public:
99.786% of the principal amount of the Designated Securities, plus
accrued interest, if any, from July 1, 2002
Purchase Price by Underwriters:
99.186% of the principal amount of the Designated Securities, plus
accrued interest, if any, from July 1, 2002
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, on July 1, 2002
Indenture:
Indenture, dated as of June 26, 2002, between the Company and BNY
Midwest Trust Company, as Trustee
Maturity:
July 1, 2007
Interest Rate:
5.75%
Interest Payment Dates:
January 1 and July 1, commencing on January 1, 2003
Record Dates:
December 15 and June 15
Redemption Provisions:
The Designated Securities will be redeemable, in whole at any time
or in part from time to time, at the option of the Company (a
"Redemption Date"), at a redemption price (the "Redemption Price")
equal to accrued and unpaid interest on the principal amount being
redeemed to the Redemption Date plus the greater of (i) 100% of the
principal amount of the Designated Securities 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 Redemption Date) discounted to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate, plus 25 basis points.
If the Company has given notice as provided in the indenture and
funds for the redemption of Designated Securities called for
redemption have been made available on the Redemption Date, those
Designated Securities will cease to bear interest on the Redemption
Date. Thereafter, the only right of the holders of those Designated
Securities will be to receive payment of the Redemption Price.
The Company will give notice of any optional redemption to holders
of the Designated Securities at their addresses, as shown in the
Security Register, not more than 90 nor less than 30 days prior to
the Redemption Date. The notice of redemption will specify, among
other items, the Redemption Price and the principal amount of the
Designated Securities held by such holder to be redeemed.
"Adjusted Treasury Rate" means, with respect to any Redemption Date,
the rate per year equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that
Redemption Date.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the Designated Securities to be
redeemed that would be used, at the time of selection and under
customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the
Designated Securities.
"Comparable Treasury Price" means, with respect to any Redemption
Date, the average of the Reference Treasury Dealer Quotations for
the Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or if the Trustee obtains
fewer than three Reference Treasury Dealer Quotations, the average
of all Reference Treasury Dealer Quotations.
"Quotation Agent" means Xxxxxxx, Sachs & Co. or another Reference
Treasury Dealer appointed by us.
"Reference Treasury Dealer" means each of Xxxxxxx, Xxxxx & Co. and
Banc One Capital Markets, Inc. and their respective successors and,
at our option, other nationally recognized investment banking firms
that are primary dealers of U.S. government securities in New York
City. If any of the foregoing ceases to be a primary dealer of U.S.
government securities in New York City, we must substitute another
primary dealer of U.S. government securities.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid
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and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00
p.m., New York City time, on the third business day before the
Redemption Date.
Sinking Fund Provisions:
No sinking fund provisions
Closing Location for Delivery of Designated Securities:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and Addresses of Representatives:
Designated Representatives: Xxxxxxx, Sachs & Co.
Banc One Capital Markets, Inc.
Address for Notices, etc.: Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx Xxxxxx
Banc One Capital Markets, Inc.
0 Xxxx Xxx Xxxxx
Xxxxx XX0-0000
Xxxxxxx, XX 00000
Attn: Investment Grade Securities
