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EXHIBIT 1(b)
X. X. XXXXXX COMPANY, INC.
UNDERWRITING AGREEMENT
April 9, 1997
CREDIT SUISSE FIRST BOSTON CORPORATION
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
BT SECURITIES CORPORATION
CHASE SECURITIES INC.
CITICORP SECURITIES, INC.
c/o Credit Suisse First Boston Corporation
00 Xxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Ladies and Gentlemen:
1. Introductory. X. X. XXXXXX COMPANY, INC., a Delaware corporation
("Company"), proposes to issue and sell the debt securities described in
Schedule B hereto (together, the "Debentures"). The Debentures will be issued
under an Indenture, dated as of April 1, 1994, between the Company and First
Trust of California, National Association, Successor Trustee to Bank of America
National Trust and Savings Association (the "Indenture"). The several
Underwriters set forth in Schedule A are hereinafter referred to as "Debenture
Underwriters".
2. Representations and Warranties of the Company. The Company represents
and warrants to, and agrees with the several Debenture Underwriters that:
(a) Two registration statements (No. 333-06883 and No. 333-23339),
including a prospectus for each, relating to the Debentures have been filed
with the Securities and Exchange Commission ("Commission") and have become
effective. Such registration statements, as amended to the date hereof (but
excluding any amendments relating to securities which are not covered by
this Agreement), are hereinafter referred to as the "Registration
Statements", and the prospectus contained in Registration Statement No.
333-23339, as amended and supplemented by a Prospectus Supplement of even
date herewith, including all material incorporated by reference therein, as
the "Prospectus".
(b) On the respective effective dates of the Registration Statements,
as referred to in Section 2(a) hereof, each Registration Statement
conformed in all material respects to the requirements of the Securities
Act of 1933 ("Act"), the Trust Indenture Act of 1939 ("Trust Indenture
Act"), and the published rules and regulations ("Rules and Regulations") of
the Commission, and did not include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and on the date
hereof, each Registration Statement and the Prospectus conforms in all
material respects to the requirements of the Act, the Trust Indenture Act
and the Rules and Regulations and none of such documents includes any
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading,
except that the foregoing does not apply to (i) statements in or omissions
from any of such documents based upon written information furnished to the
Company by a Debenture Underwriter for use therein, or (ii) statements or
omissions in that part of each Registration Statement which constitutes the
Statement of Eligibility and Qualification under the Trust Indenture Act
(Form T-1) of the Trustee.
3. Purchase, Sale and Delivery of Debentures. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to sell to the
Debenture Underwriters, and the Debenture Underwriters agree, severally and not
jointly, to purchase from the Company, at the purchase prices set forth in
Schedule B hereto, plus accrued interest, if any, from April 14, 1997 to the
Closing Date as defined below, the respective principal amounts of Debentures
set forth in Schedule A hereto.
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The Company will deliver the Debentures to the Debenture Underwriters, at
the office of The Chase Manhattan Bank, 000 Xxxx 00xx Xxxxxx, Xxxxxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxxxxx, against payment of the
purchase price by wire transfer to an account previously designated to Credit
Suisse First Boston Corporation ("Credit Suisse First Boston") by the Company at
a bank acceptable to Credit Suisse First Boston or by official bank check or
checks in federal reserve (same day) funds drawn to the order of the Company, at
the office of the Company, 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxx 00000-0000, at 9:00
A.M., Dallas, Texas Time, on April 14, 1997 or at such other time not later than
seven full business days thereafter as you and the Company determine, such time
being herein referred to as the "Closing Date". The Debentures so to be
delivered will be, unless otherwise mutually agreed by the Debenture
Underwriters and the Company, in fully registered form, in such denominations
and registered in such names as the Debenture Underwriters request, and will be
made available for checking and packaging at the above office of The Chase
Manhattan Bank, at least 24 hours prior to the Closing Date.
4. Covenants of the Company. The Company covenants and agrees with the
several Debenture Underwriters that:
(a) The Company will advise the Debenture Underwriters promptly of any
amendment or supplementation of the Registration Statements or the
Prospectus with respect to the Debentures, and of the institution by the
Commission of any stop order proceedings in respect of either Registration
Statement, and will use its best efforts to prevent the issuance of any
such stop order and to obtain as soon as possible its lifting, if issued.
(b) If at any time when a prospectus relating to the Debentures is
required to be delivered under the Act any event occurs as a result of
which the Prospectus as then amended or supplemented with respect to such
Debentures would include an untrue statement of a material fact, or omit to
state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend or
supplement the Registration Statements or the Prospectus to comply with the
Act, the Company promptly will prepare and file with the Commission an
amendment or supplement which will correct such statement or omission or
effect such compliance.
(c) Not later than 90 days after the end of the 12-month period
beginning at the end of the fiscal quarter of the Company during which the
Closing Date occurs, the Company will make generally available to its
securityholders an earnings statement covering such 12-month period which
will satisfy the provisions of Section 11(a) of the Act.
(d) The Company will furnish to the Debenture Underwriters copies of
each Registration Statement (one of which, to be delivered to counsel for
the Debenture Underwriters, will be signed and include all exhibits), the
Prospectus and supplements relating to the Debentures, in each case as soon
as available and in such quantities as the Debenture Underwriters
reasonably request.
(e) The Company will use its best efforts to arrange for the
qualification of the Debentures for sale, and the determination of their
eligibility for investment, under the laws of such jurisdictions as the
Debenture Underwriters reasonably designate and will diligently endeavor to
continue such qualifications in effect so long as required for the
distribution of the Debentures; provided, however, that the Company shall
not be required to register or qualify, or to maintain qualification, as a
foreign corporation nor, except as to matters and transactions relating to
the offer or sale of the Debentures, consent to service of process
generally in any state.
(f) The Company will pay all expenses incident to the performance of
its obligations under this Agreement, and will reimburse the Debenture
Underwriters for any expenses (including fees and disbursements of counsel)
incurred by the Debenture Underwriters in connection with qualification of
the Debentures for sale, and determination of their eligibility for
investment, under the laws of such jurisdictions as the Debenture
Underwriters reasonably designate and the printing of memoranda relating
thereto, for any fees charged by investment rating agencies for the rating
of the Debentures and for
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reasonable expenses incurred in distributing preliminary prospectuses and
the Prospectus (including any amendments and supplements thereto) to the
Debenture Underwriters.
(g) So long as any of the Debentures are outstanding, the Company will
furnish to the Debenture Underwriters (i) as soon as practicable after the
end of each fiscal year, a copy of its annual report to stockholders for
such year, (ii) as soon as available, a copy of each report or definitive
proxy statement of the Company filed with the Commission under the
Securities Exchange Act of 1934 or mailed to stockholders, and (iii) from
time to time, such other information concerning the Company as the
Debenture Underwriters may reasonably request.
5. Conditions of Obligations of the Debenture Underwriters. The obligations
of the Debenture Underwriters to purchase and pay for the Debentures will be
subject to the accuracy of the representations and warranties on the part of the
Company herein, to the accuracy of the statements of Company officers made
pursuant to the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions precedent:
(a) The Debenture Underwriters shall have received a letter of KPMG
Peat Marwick LLP dated the Closing Date, in form and substance satisfactory
to them, with respect to the financial statements and certain financial
information contained in or incorporated by reference into the Registration
Statements and the Prospectus. Such letter shall be in substantially the
form, and contain substantially the information, as those letters
heretofore furnished by KPMG Peat Marwick LLP in connection with other
underwritten offerings by the Company.
(b) Prior to the Closing Date, no stop order suspending the
effectiveness of either Registration Statement shall have been issued and
no proceedings for that purpose shall have been instituted, or to the
knowledge of the Company or the Debenture Underwriters, shall be
contemplated by the Commission.
(c) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred any change, or any development involving a
prospective change, in or affecting particularly the business or properties
of the Company and its subsidiaries, taken as a whole, which, in the
judgment of a majority in interest of the Debenture Underwriters,
materially impairs the investment quality of the Debentures.
(d) The Debenture Underwriters shall have received an opinion of X. X.
Xxxxxx, General Counsel of the Company, dated the Closing Date, to the
effect that:
(i) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of
Delaware, with corporate power and authority to own its properties and
conduct its business as described in the Prospectus; and the Company is
duly qualified to do business as a foreign corporation in good standing
in all other jurisdictions in which it owns or leases substantial
properties or in which the conduct of its business requires such
qualification;
(ii) The Indenture has been duly authorized, executed and delivered
and has been duly qualified under the Trust Indenture Act; the
Debentures have been duly authorized, executed, authenticated, issued
and delivered and conform in all material respects to the description
thereof contained in the Prospectus; and the Indenture and the
Debentures constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;
(iii) No consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required for the
consummation of the transactions contemplated by this Agreement in
connection with the issuance or sale of the Debentures by the Company,
except such as have been obtained and made under the Act and the Trust
Indenture Act and such as may be required under state securities laws;
(iv) The execution, delivery and performance of the Indenture and
this Agreement and the issuance and sale of the Debentures and
compliance with the terms and provisions thereof will not
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result in a breach or violation of any of the terms and provisions of,
or constitute a default under, any statute, any rule, regulation or
order of any governmental agency or body or any court having
jurisdiction over the Company or any of its property or any agreement or
instrument to which the Company is a party or by which the Company is
bound or to which any of the property of the Company is subject, or the
charter or bylaws of the Company, and the Company has full power and
authority to authorize, issue and sell the Debentures as contemplated by
this Agreement;
(v) The Registration Statements have become effective under the
Act, and, to the best of the knowledge of such counsel, no stop order
suspending the effectiveness of either Registration Statement has been
issued and no proceedings for that purpose have been instituted or are
pending under the Act; the Registration Statements and the Prospectus,
as of the date of this Agreement, comply as to form in all material
respects with the requirements of the Act, the Trust Indenture Act and
the Rules and Regulations; there has not been disclosed to such counsel
any information giving him reason to believe either that the
Registration Statements, as of such date, contained any untrue statement
of a material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading or that the Prospectus contains any untrue statement of a
material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; the
descriptions in the Registration Statements and the Prospectus of
statutes, legal and governmental proceedings and contracts and other
documents are accurate in all material respects and fairly present the
information required to be shown; and such counsel does not know of any
legal or governmental proceedings required to be described in the
Prospectus which are not described as required, nor of any contracts or
documents of a character required to be described in the Registration
Statements or the Prospectus or to be filed as exhibits to the
Registration Statements which are not described and filed as required;
it being understood that such counsel need express no opinion as to the
financial statements or other financial data contained in the
Registration Statements or the Prospectus; and
(vi) This Agreement has been duly authorized, executed and
delivered by the Company.
(e) The Debenture Underwriters shall have received from Xxxxx
Xxxxxxxxxx, counsel for the Debenture Underwriters, such opinion or
opinions, dated the Closing Date, with respect to such of the matters
stated in paragraph (d) hereof and other related matters as the Debenture
Underwriters may reasonably require, and the Company shall have furnished
to such counsel such documents as they reasonably request for the purpose
of enabling them to pass upon such matters.
(f) The Debenture Underwriters shall have received a certificate of
the Chairman of the Board and Chief Executive Officer or any Vice President
and a principal financial or accounting officer of the Company, dated the
Closing Date, in which such officers, to the best of their knowledge after
reasonable investigation, shall state that the representations and
warranties of the Company in this Agreement are true and correct, that the
Company has complied with all agreements and satisfied all conditions on
its part to be performed or satisfied hereunder at or prior to the Closing
Date, that no stop order suspending the effectiveness of either
Registration Statement has been issued and no proceedings for that purpose
have been instituted or are contemplated by the Commission, and that,
subsequent to the date of the most recent financial statements in the
Prospectus, there has been no material adverse change in the financial
position or results of operations of the Company and its subsidiaries,
taken as a whole, except as set forth or contemplated in the Prospectus or
as described in such certificate.
(g) On the Closing Date, the Notes Underwriters (as defined in the
Prospectus) shall have simultaneously purchased the Notes (as defined in
the Prospectus) pursuant to that certain Underwriting Agreement, dated of
even date herewith, among the Company and the Note Underwriters.
The Company will furnish the Debenture Underwriters with such conformed
copies of such opinions, certificates, letters and documents as the Debenture
Underwriters reasonably request.
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6. Indemnification. (a) The Company will indemnify and hold harmless each
Debenture Underwriter and each person, if any, who controls any Debenture
Underwriter within the meaning of the Act against any losses, claims, damages or
liabilities, joint or several, to which such Debenture Underwriter or such
controlling person may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statements, the Prospectus or
any amendment or supplement thereto (excluding any amendments or supplements
relating to securities which are not covered by this Agreement), or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; and
will reimburse each Debenture Underwriter and each such controlling person for
any legal or other expenses reasonably incurred by such Debenture Underwriter or
such controlling person in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the Company
will not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made (i) in any of such
documents in reliance upon and in conformity with written information furnished
to the Company by any Debenture Underwriter for use therein, or (ii) in that
part of each Registration Statement constituting the Statement of Eligibility
and Qualification under the Trust Indenture Act (Form T-1) of the Trustee. This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.
(b) Each Debenture Underwriter will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed the
Registration Statements and each person, if any, who controls the Company within
the meaning of the Act, against any losses, claims, damages or liabilities to
which the Company or any such director, officer or controlling person may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statements, the Prospectus or any amendment or supplement
thereto (excluding any amendments or supplements relating to securities which
are not covered by this Agreement), or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Debenture
Underwriter for use therein; and will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer or controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or action. This indemnity agreement will be in addition to any
liability which such Debenture Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but if settled
with such consent or if there has been a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
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(d) If recovery is not available under the foregoing indemnification
provisions of this Section, for any reason other than as specified therein, the
parties entitled to indemnification by the terms thereof shall be entitled to
contribution for liabilities and expenses, except to the extent that
contribution is not permitted under Section 11(f) of the Act. In determining the
amount of contribution to which the respective parties are entitled, there shall
be considered the relative benefits received by each party from the offering of
the Debentures (taking into account the portion of the proceeds of the offering
realized by each), the parties' relative knowledge and access to information
concerning the matter with respect to which the claim was asserted, the
opportunity to correct and prevent any statement or omission and any other
equitable considerations appropriate under the circumstances. The Company and
the Debenture Underwriters agree that it would not be equitable if the amount of
such contribution were determined by pro rata or per capita allocation (even if
the Debenture Underwriters were treated as one entity for such purpose). No
Debenture Underwriter or any person controlling such Debenture Underwriter shall
be obligated to make contribution hereunder which in the aggregate exceeds the
total public offering price of the Debentures purchased by such Debenture
Underwriter under this Agreement, less the aggregate amount of any damages which
such Debenture Underwriter and its controlling persons have otherwise been
required to pay in respect of the same claim or any substantially similar claim.
The Debenture Underwriters' obligations to contribute are several in proportion
to their respective underwriting obligations and not joint.
7. Default of Debenture Underwriters. If any Debenture Underwriter or
Debenture Underwriters default in their obligations to purchase Debentures
hereunder and the aggregate principal amount of the Debentures which such
defaulting Debenture Underwriter or Debenture Underwriters agreed but failed to
purchase does not exceed 10% of the total principal amount of the Debentures,
Credit Suisse First Boston may make arrangements satisfactory to the Company for
the purchase of such Debentures by other persons, including any of the Debenture
Underwriters, but if no such arrangements are made by the Closing Date, the non-
defaulting Debenture Underwriters shall be obligated severally, in proportion to
their respective commitments hereunder, to purchase the Debentures which such
defaulting Debenture Underwriters agreed but failed to purchase. If any
Debenture Underwriter or Debenture Underwriters so default and the aggregate
principal amount of Debentures with respect to which such default or defaults
occur is more than 10% of the total principal amount of the Debentures and
arrangements satisfactory to Credit Suisse First Boston and the Company for the
purchase of such Debentures by other persons are not made within 36 hours after
such default, this Agreement will terminate without liability on the part of any
non-defaulting Debenture Underwriter or the Company, except as provided in
Section 8 hereof. As used in this Agreement, the term "Debenture Underwriter"
includes any person substituted for a Debenture Underwriter under this Section.
Nothing herein will relieve a defaulting Debenture Underwriter from liability
for its default.
8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties, and other statements of
the Company and of the Debenture Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf of
any Debenture Underwriter or the Company or any of its officers or directors or
any controlling person, and will survive delivery of and payment for the
Debentures. If this Agreement is terminated pursuant to Section 7 hereof or if
for any reason the purchase of the Debentures by the Debenture Underwriters
pursuant to this Agreement is not consummated, the Company shall remain
responsible for the expenses to be paid or reimbursed by it pursuant to Section
4 hereof and the respective obligations of the Company and the Debenture
Underwriters pursuant to Section 6 hereof shall remain in effect. If for any
reason, the purchase of the Debentures by the Debenture Underwriters is not
consummated other than because of the termination of this Agreement pursuant to
Section 7, the Company will reimburse the Debenture Underwriters for all
out-of-pocket expenses (including fees and disbursements of counsel) incurred by
them in connection with the offering of the Debentures.
9. Notices. All communications hereunder will be in writing and if sent to
the Debenture Underwriters will be mailed, delivered or telegraphed and
confirmed c/o Credit Suisse First Boston, Attention: Investment Banking
Department -- Transactions Advisory Group to the address first above written and
if sent to the Company will be similarly sent, if by mail, to X.X. Xxx 00000,
Xxxxxx, Xxxxx 00000-0000 and if sent otherwise, to 0000 Xxxxxx Xxxxx, Xxxxx,
Xxxxx 00000-0000, Attention of the Secretary.
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10. Successors. This Underwriting Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 6 hereof,
and no other person will have any right or obligation hereunder.
11. Representation of Debenture Underwriters. Credit Suisse First Boston,
as representative, will act for the several Debenture Underwriters in connection
with the offering of the Debentures, and any action under this Agreement taken
by the Debenture Underwriters jointly or by Credit Suisse First Boston will be
binding upon all the Debenture Underwriters.
12. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us the enclosed duplicate hereof, whereupon it will
become a binding agreement between the Company and the several Debenture
Underwriters in accordance with its terms.
Very truly yours,
X. X. XXXXXX COMPANY, INC.
By /s/ XXXXXX X. XXXXXXXXX
-----------------------------------
Vice President and Treasurer
The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.
CREDIT SUISSE FIRST BOSTON
CORPORATION
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
BT SECURITIES CORPORATION
CHASE SECURITIES INC.
CITICORP SECURITIES, INC.
By CREDIT SUISSE FIRST BOSTON
CORPORATION
By /s/ XXXXX XXXXXXX
---------------------------------
Managing Director
Acting on behalf of itself and as representative of
the several Debenture Underwriters.
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SCHEDULE A
PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF
7.95% DEBENTURES 8.125% DEBENTURES 7.40% DEBENTURES
UNDERWRITER DUE 2017 DUE 2027 DUE 2037
----------- ------------------- ------------------- -------------------
Credit Suisse First Boston
Corporation........................... $126,000,000 $147,000,000 $168,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated................ 126,000,000 147,000,000 168,000,000
BT Securities Corporation............... 16,000,000 18,750,000 21,500,000
Chase Securities Inc. .................. 16,000,000 18,750,000 21,250,000
Citicorp Securities, Inc. .............. 16,000,000 18,500,000 21,250,000
------------ ------------ ------------
Total......................... $300,000,000 $350,000,000 $400,000,000
============ ============ ============
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SCHEDULE B
DESCRIPTION OF DEBT SECURITIES
Title of Securities: 7.95% Debentures Due 2017 8.125% Debentures Due 2027
Aggregate Principal Amount: $300,000,000 $350,000,000
Interest rate: 7.95% per annum commencing 8.125% per annum commencing
April 14, 1997 April 14, 1997
Interest payment dates: April 1 and October 1 April 1 and October 1
commencing October 1, 1997 commencing October 1, 1997
Maturity date: April 1, 2017 Xxxxx 0, 0000
Xxxxxxxx price: 98.645% 96.678%
Initial public offering price: 99.520% 97.553%
Dealers' concession: 0.500% 0.500%
Reallowance: 0.250% 0.250%
Redemption: Not redeemable prior to Redeemable in whole or in
maturity part, at the option of the
Company, on and after April 1,
2007, at the following
redemption prices (expressed
as a percentage of principal
amount) if redeemed during the
12-month period beginning
April 1 of the years
indicated: 102.839% in 2007,
102.555% in 2008, 102.271% in
2009, 101.987% in 2010,
101.703% in 2011, 101.420% in
2012, 101.136% in 2013,
100.852% in 2014, 100.568% in
2015, 100.284% in 2016, and
thereafter at 100% of the
principal amount thereof,
together with accrued interest
to the date of redemption.
Optional Repayment: None None
Title of Securities: 7.40% Debentures Due 2037
Aggregate Principal Amount: $400,000,000
Interest rate: 7.40% per annum commencing
April 14, 1997
Interest payment dates: April 1 and October 1
commencing October 1, 1997
Maturity date: Xxxxx 0, 0000
Xxxxxxxx price: 99.299%
Initial public offering price: 99.924%
Dealers' concession: 0.375%
Reallowance: 0.250%
Redemption: Not redeemable prior to
maturity
Optional Repayment: Repayment may be required at
the option of the holder on
April 1, 2005 at 100% of the
principal amount thereof,
together with accrued and
unpaid interest to April 1,
2005
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