PRICING AGREEMENT
Xxxxxxx, Xxxxx & Co.,
Prudential Securities Incorporated,
ABN AMRO Incorporated,
X.X. Xxxxxxx & Sons, Inc.,
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated,
PaineWebber Incorporated,
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
June 24, 1998
Ladies and Gentlemen:
Meridian Industrial Trust, Inc., a Maryland corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated June 24, 1998 (the "Underwriting Agreement"),
between the Company on the one hand and Xxxxxxx, Xxxxx & Co., Prudential
Securities Incorporated, ABN AMRO Incorporated, X.X. Xxxxxxx & Sons, Inc., Xxxx
Xxxxx Xxxx Xxxxxx, Incorporated and PaineWebber Incorporated on the other hand,
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Shares specified in Schedule II hereto (the "Designated
Shares" consisting of Firm Shares and any Optional Shares the Underwriters may
elect to purchase). 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 Shares 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 Shares pursuant to Section 12 of
the Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth in Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, 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 (a) 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 number of Firm Shares set forth opposite the name of
such Underwriter in Schedule I hereto and, (b) in the event and to the extent
that the Underwriters shall exercise the election to purchase Optional
Shares, as provided below, 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 purchase price to the
Underwriters set forth in Schedule II hereto that portion of the number of
Optional Shares as to which such election shall have been exercised.
The Company hereby grants to each of the Underwriters the right to purchase
at their election up to the number of Optional Shares set forth opposite the
name of such Underwriter in Schedule I hereto on the terms referred to in the
paragraph above for the sole purpose of covering over-allotments in the sale of
the Firm Shares. Any such election to purchase Optional Shares may be exercised
by written notice from the Representatives to the Company given within a period
of 30 calendar days after the date of this Pricing Agreement, setting forth the
aggregate number of Optional Shares to be purchased and the date on which such
Optional Shares are to be delivered, as determined by the Representatives, but
in no event earlier than the First Time of Delivery or, unless the
Representatives and the Company otherwise agree in writing, no earlier than two
or later than ten business days after the date of such notice.
[PAGE ]
If the foregoing is in accordance with your understanding, please sign and
return to us nine 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,
Meridian Industrial Trust, Inc.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
Accepted as of the date hereof:
Xxxxxxx, Sachs & Co.
Prudential Securities Incorporated
ABN AMRO Incorporated
X.X. Xxxxxxx & Sons, Inc.
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated
PaineWebber Incorporated
By: /s/ Xxxxxx Xxxxx
--------------------------------
Xxxxxxx, Xxxxx & Co.
SCHEDULE I
MAXIMUM NUMBER
NUMBER OF FIRM OF OPTIONAL SHARES
SHARES TO BE WHICH MAY BE
UNDERWRITER PURCHASED PURCHASED
----------- -------------- ------------------
Xxxxxxx, Sachs & Co. 247,928 37,184
Prudential Securities Incorporated 247,928 37,184
ABN AMRO Incorporated 247,000 37,050
X.X. Xxxxxxx & Sons, Inc. 247,000 37,050
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 247,000 37,050
PaineWebber Incorporated 247,000 37,050
BT Alex. Xxxxx Incorporated 33,300 4,995
CIBC Xxxxxxxxxxx Corp. 33,300 4,995
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation 33,300 4,995
EVEREN Securities, Inc. 33,300 4,995
XxXxxxxx & Company Securities, Inc. 33,300 4,995
Wheat First Securities, Inc. 33,300 4,995
Advest, Inc. 16,650 2,498
X.X. Xxxxxxxx & Co. 16,650 2,498
Xxxxx & Company 16,650 2,498
Xxxxxxx, Xxxxxx & Co. 16,650 2,498
Xxxx Xxxxxxxx Xxxxxxx 16,650 2,498
Xxxxxxxxxx & Co. Inc.. 16,650 2,498
J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. 16,650 2,498
Interstate/Xxxxxxx Lane Corporation 16,650 2,498
XxXxxx, Xxxxx & Co., Inc. 16,650 2,498
Xxxxxx, Xxxxxx & Company, Inc. 16,650 2,498
NationsBanc Xxxxxxxxxx Securities LLC 16,650 2,498
Fifth Third/The Ohio Company 16,650 2,498
Xxxxx Xxxxxxx Inc. 16,650 2,498
The Xxxxxxxx-Xxxxxxxx Company, LLC. 16,650 2,498
Xxxxx Capital Markets 16,650 2,498
Sutro & Co. Incorporated 16,650 2,498
Trilon International Inc. 16,650 2,498
Xxxxxx Xxxxxxx Incorporated 16,650 2,498
Wedbush Xxxxxx Securities 16,650 2,498
--------- -------
Total 2,000,000 300,000
--------- -------
--------- -------
A-1
SCHEDULE II
TITLE OF DESIGNATED SHARES: 8.75% Series D Cumulative Redeemable Preferred
Stock (liquidation preference $25.00 per share)
(par value $.001 per share)
NUMBER OF DESIGNATED SHARES:
Number of Firm Shares: 2,000,000
Maximum Number of Optional Shares: 300,000
INITIAL OFFERING PRICE TO PUBLIC:
$25.00 per Share
PURCHASE PRICE BY UNDERWRITERS:
$24.2125 per Share
FORM OF DESIGNATED SHARES:
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), June 30, 1998
CLOSING LOCATION:
Xxxxx & Xxxxxxx L.L.P., Columbia Square, 000 Xxxxxxxxxx Xxxxxx, X.X. Xxxxxxxxxx,
X.X. 00000
NAMES AND ADDRESSES OF REPRESENTATIVES:
Xxxxxxx, Sachs & Co.
Prudential Securities Incorporated
ABN AMRO Incorporated
X.X. Xxxxxxx & Sons, Inc.
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated
PaineWebber Incorporated
OTHER TERMS:
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