EXHIBIT 1.1
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XXXXXX CO.
MEDIUM-TERM NOTES, SERIES A
U.S. $250,000,000 OF 6.35% RESET PUT SECURITIES
TERMS AGREEMENT
July 9, 1998
Each of the Agents
named on Schedule 1 hereto
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Xxxxxx Co., a Delaware corporation (the "Company"), proposes to
issue and sell to each of the persons named in Schedule 1 hereto (the
"Agents"), subject in all respects to the terms and conditions of the
Distribution Agreement dated May 3, 1996 (the "Agreement"), U.S.
$200,000,000 aggregate principal amount of its Medium-Term Notes,
Series A described in the Pricing Supplement (as defined below) in the
respective principal amounts set forth in the aforementioned
Schedule. This agreement (this "Terms Agreement") is supplemental to
the Agreement. The notes to be issued pursuant to this Terms
Agreement are referred to herein as the "Notes". All terms used
herein have the meanings given to them in the Agreement except as
otherwise indicated.
The following terms and conditions of the Notes are more
extensively described in the Company's Pricing Supplement, dated July
10, 1998, relating to the Notes (the "Pricing Supplement"):
Title: 6.35% REset Put Securities
("REPS{sm}")<*>
Trade Date: July 9, 1998
Original Issue Date: July 14, 1998
Principal Amount: $250,000,000
Price to Public: 100% of Principal Amount
<*>REPS is a service xxxx of Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co.
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Purchase Price: 99.350% of Principal Amount
Interest Rate: To but excluding July 15, 2008,
6.35%. From and including July 15,
2008, as described in the Pricing
Supplement under "ADDITIONAL
TERMS - INTEREST RATE AND INTEREST
PAYMENT DATES"
Form: Book-Entry Only
Interest Payment Dates: January 15 and July 15 of each
year, commencing January 15, 1999
Maturity Date: July 15, 2028, subject to the Call
Option and Put Option referred to
below
Callholder: The Company or its assignee.
Pursuant to a Securities Purchase
Option Agreement, the Company will
assign all its rights as Callholder
to Xxxxxx Xxxxxxx & Co.
International Limited
Notes Call Option: The Call Option set forth in the
Notes. The Notes may be called by
the Callholder prior to the
Maturity Date, as described in the
Pricing Supplement under
"ADDITIONAL TERMS - CALL OPTION;
PUT OPTION"
Repayment/Put Option: The Notes are to be subject to
repayment by the Company prior to
the Maturity Date, pursuant to the
Put Option described in the Pricing
Supplement under "ADDITIONAL
TERMS - CALL OPTION; PUT OPTION"
Purchase Date and Time: 10:00 a.m., New York time, on
July 14, 1998
Place for Delivery of Notes and New York, New York
Payment Therefor:
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Method of Payment: Wire transfer of immediately
available funds to:
The Chase Manhattan Bank
New York, New York
ABA No.: 000-000-000
Account No.: 000-0-000000
Account Name: Xxxxxx Co.
Address for notices: c/o Morgan Xxxxxxx & Co.
Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Period during which additional debt securities may not be sold
pursuant to Section 4(k) of the Agreement: From the date hereof
through and including the Purchase Date.
1. On the terms and subject to the conditions of the Agreement
and this Terms Agreement, the Company hereby agrees to issue the
Notes, and each of the Agents agrees, severally and not jointly, to
purchase from the Company, at a purchase price of 99.350% of principal
amount of the Notes, plus accrued interest, if any, from and including
July 14, 1998 (the "Purchase Price"), the entire principal amount of
Notes. Each of the Agents further agrees, severally and not jointly,
promptly to reimburse the Company for certain of its expenses in
connection with issuance of the Notes such reimbursement to be in an
amount equal to .025% of the principal amount of the Notes purchased
by such Agent hereunder.
2. As a condition precedent to each Agent's obligation to
consummate the transaction referred to above, each Agent shall have
received the following: (1) a letter from Xxxxxx Xxxxxx & Xxxxx,
counsel for the Company, as to such legal matters as such Agent shall
reasonably request; (2) a certificate of the Company dated as of the
Trade Date to the effect set forth in Section 5(b) of the Agreement;
and (3) a comfort letter from Xxxxxx Xxxxxxxx LLP as to such matters
as such Agent shall reasonably request.
3. This Terms Agreement is subject to termination by the Agents
as set forth in Section 12(b) of the Agreement. In the event of such
termination, no party shall have any liability to any other party
hereto, except as provided in Sections 12(c) of the Agreement and
except for any direct liability arising before or in relation to such
termination.
4. If at any time when a Prospectus is required by the Act to
be delivered in connection with sales of the Notes (including any sale
of the Notes by the Callholder or an Agent or any of their affiliates
following any exercise of the Notes Call Option), any event shall
occur or condition shall exist as a result of which it is necessary,
in the reasonable opinion of counsel for the Agents or for the
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Company, to amend any Registration Statement or amend or supplement
any Prospectus, Prospectus Supplement or Pricing Supplement in order
that such Prospectus, Prospectus Supplement or Pricing Supplement will
not include any untrue statements of a material fact or omit to state
a material fact necessary in order to make the statements therein not
misleading in the light of the circumstances existing at the time it
is delivered to a purchaser, or if it shall be necessary, in the
opinion of such counsel, at any such time to amend any Registration
Statement or file a new registration statement or amend or supplement
any Prospectus or issue a new prospectus, prospectus supplement or
pricing supplement in order to comply with the requirements of the Act
or the Commission's interpretations of the Act, the Company shall
prepare and file with the Commission such amendment or supplement as
may be necessary to correct such statement or omission or to make any
such Registration Statement or any such Prospectus, Prospectus
Supplement or Pricing Supplement comply with such requirements, or
prepare and file any such new registration statement and prospectus as
may be necessary for such purpose, and furnish to such Agents such
number of copies of such amendment, supplement, prospectus or other
document as they may reasonably request. In addition, the Company
shall, in connection with any such sale of the applicable principal
amount of Notes by an Agent or any of its affiliates following the
exercise by the Callholder of its Notes Call Option in which a
Prospectus is required by the Act to be delivered, (i) execute and
deliver or cause to be executed and delivered legal documentation
(including a purchase agreement or underwriting agreement and
registration rights agreement with customary indemnities, covenants,
representations and warranties, comfort letters and legal opinions) in
form and substance reasonably satisfactory to such Agent, (ii) provide
promptly upon request updated consolidated financial statements to the
date of its latest report filed with the Commission, and (iii) to the
extent the Company and such Agent deem reasonably necessary for
successful completion of the Coupon Reset Process, make available
senior management of the Company for road show and one-on-one
presentations.
5. All notices to the Agents pursuant to Section 13 of the
Agreement relating to the matters contemplated herein shall be sent
c/o Morgan Xxxxxxx & Co. Incorporated, 0000 Xxxxxxxx, 0xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: DPG, Telephone: 000-000-0000,
Telecopy: 000-000-0000.
6. This Agreement is a Terms Agreement referred to in the
Agreement and shall be governed by and construed in accordance with
the laws of the State of New York and shall be binding upon the
parties hereto and their respective successors.
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding
agreement between the Company and the Agents.
Very truly yours,
XXXXXX CO.
By: /s/ X.X. Xxxxxxxxx
--------------------------------
Name: X.X. Xxxxxxxxx
Title: Vice President-Treasurer
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Accepted as of the date hereof:
XXXXXX XXXXXXX & CO.
INCORPORATED
By: /s/ Xxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
CHASE SECURITIES INC.
By: /s/ Xxxxxx X.X. Xxxxxxxxx, Xx.
---------------------------------
Name: Xxxxxx X.X. Xxxxxxxxx, Xx.
Title: Vice President
FIRST CHICAGO CAPITAL MARKETS, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxx Xxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
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SCHEDULE 1
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PRINCIPAL AMOUNT TO BE
AGENT PURCHASED
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Xxxxxx Xxxxxxx & Co. Incorporated $160,000,000
Chase Securities Inc. 30,000,000
First Chicago Capital Markets, Inc. 30,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated 30,000,000
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TOTAL $250,000,000
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