Pricing Agreement
-----------------
Xxxxxxx, Xxxxx & Co.,
As Representative of the several
Underwriters named in Schedule I
hereto,
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000
August 21, 1997
Dear Sirs:
Hershey Foods Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated August 21, 1997 (the "Underwriting Agreement"),
between the Company on the one hand and Xxxxxxx, Xxxxx & 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 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. 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.
- 2 -
If the foregoing is in accordance with your understanding, please sign and
return to us five 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,
Hershey Foods Corporation
By: /s/ X.X. Xxxxxx
-----------------------------
Name: X.X. Xxxxxx
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
Accepted as of the date hereof:
Xxxxxxx, Xxxxx & Co.,
As Representative of the several
Underwriters named in Schedule I
hereto
By: /s/ Xxxxxxx, Sachs & Co.
--------------------------------
(Xxxxxxx, Xxxxx & Co.)
SCHEDULE I
Principal Amount of Principal Amount of
Notes Debentures
Underwriter to be Purchased to be Purchased
----------- ------------------- -------------------
Xxxxxxx, Sachs & Co. $135,000,000 $225,000,000
Citicorp Securities, Inc. 15,000,000 25,000,000
------------ ------------
Total $150,000,000 $250,000,000
============ ============
SCHEDULE II
Title of Designated Securities:
6.95% Notes due August 15, 2012
7.20% Debentures due August 15, 2027
Aggregate principal amount of Notes
$150,000,000
Aggregate principal amount of Debentures
$250,000,000
Price to Public:
100% of the principal amount of the Notes, plus accrued interest from
August 15, 1997
99.717% of the principal amount of the Debentures, plus accrued interest
from August 15, 1997
Purchase Price by Underwriters:
99.25% of the principal amount of the Notes, plus accrued interest from
August 15, 1997
98.842% of the principal amount of the Debentures, plus accrued interest
from August 15, 1997
Specified funds for payment of purchase price:
Federal (same day) funds
Indenture:
Indenture dated as of February 1, 1991, between the Company and Citibank,
N.A., as Trustee
Maturity:
August 15, 2012 for the Notes
August 15, 2027 for the Debentures
Interest Rates:
6.95% for the Notes
7.20% for the Debentures
Interest Payment Dates:
February 15 and August 15, beginning February 15, 1998
Redemption Provisions:
No provisions for redemption
Sinking Fund Provisions:
No sinking fund provisions
Time of Delivery:
August 26, 1997 at 9:30 a.m. New York City Time
Closing Location:
The offices of Milbank, Tweed, Xxxxxx & XxXxxx, Xxx Xxxxx Xxxxxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000
Names and addresses of Representatives:
Designated Representative: Xxxxxxx, Sachs & Co.
Address for Notices, etc: 00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
