Exhibit 1.2
BOSTON SCIENTIFIC CORPORATION
Debt Securities
TERMS AGREEMENT
Dated: March 5, 1998
To: Boston Scientific Corporation
Xxx Xxxxxx Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
Dear Sirs:
We understand that Boston Scientific Corporation, a Delaware
corporation (the "Company"), proposes to issue and sell its Debt Securities
having an aggregate principal amount of $500,000,000 (as described in more
detail below, the "Securities"). Subject to the terms and conditions set forth
herein or incorporated by reference herein, the underwriters named below (the
"Underwriters") hereby offer to purchase such Securities.
The Securities to be purchased by the Underwriters, which are to be
issued under an Indenture dated as of September 1, 1997 between the Company and
The Chase Manhattan Bank, as Trustee, as supplemented from time to time by
supplemental indentures and/or modified from time to time by resolutions of the
Board of Directors of the Company as provided in Section 301 of such Indenture,
shall have the following terms:
Date of maturity: March 15, 2005
Interest rates: 6.625%
Interest payment dates: September 15 and March 15
Public offering price: 99.949%
Purchase price: 99.324%
Redemption provisions: None
Type of Offering: Delayed Offering
Form of Securities: Book Entry
Delayed Delivery Contracts: not authorized
Delivery date:
Minimum contract:
Maximum aggregate principal amount:
Fee: %
Closing date and location: March 10, 1998, New York, NY
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Payment Information: Instructions to be delivered to Underwriters
Manager or Co-Managers: Xxxxxx Brothers (Lead Bookrunning Manager)
Bear Xxxxxxx (Co-Lead Manager) Current ratings: Baa1/A-
All of the provisions contained in the document entitled "Boston
Scientific Corporation Debt Securities, Underwriting Agreement-Basic
Provisions," dated as of March 5, 1998, a copy of which is attached hereto as
Annex A, are herein incorporated by reference in their 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. Terms defined in such document are used
herein as therein defined. Each Underwriter severally agrees, subject to the
terms and provisions of this Terms Agreement, including the terms and provisions
incorporated by reference herein, to purchase the principal amount of Securities
set forth opposite its name.
Name Principal Amount
---- ----------------
Xxxxxx Brothers Inc. $120,000,000
Bear, Xxxxxxx & Co. Inc. 120,000,000
Chase Securities Inc. 120,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 120,000,000
BancBoston Securities Inc. 20,000,000
------------
Total............................................................... $500,000,000
============
Any notice by the Company to the Underwriters pursuant to this Terms
Agreement shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication addressed to:
Xxxxxx Brothers Inc., Three World Financial Center, Xxx Xxxx, XX 00000.
The Company acknowledges that the legend regarding stabilization on
the inside front cover page, the concession and reallowance figures appearing in
the third paragraph and the fourth and fifth paragraphs under the caption
"Underwriting" in the Final Prospectus constitute the only information furnished
in writing by or on behalf of any Underwriter expressly for use in the
Registration Statement relating to the Securities as originally filed or in any
amendment thereof, any related Preliminary Final Prospectus or the Final
Prospectus or in any amendment thereof or supplement thereto, as the case may
be.
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Please accept this offer by signing a copy of this Terms Agreement in
the space set forth below and returning the signed copy to us.
XXXXXX BROTHERS INC.
BEAR, XXXXXXX & CO. INC.
Acting on behalf of themselves and
as the Representatives of the several
Underwriters
By XXXXXX BROTHERS INC.
By /s/ Xxxxxxx Xxxxxxx - Xxxxxxxx
------------------------------
Accepted:
Boston Scientific Corporation
By /s/ Xxxxxxxx X. Best
--------------------------
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