XXXXXX XXXXXXXXXXX
("Company")
Debt Securities
TERMS AGREEMENT
---------------
March 4, 1996
Xxxxxx Xxxxxxxxxxx
Township Line & Union Meeting Roads
Blue Xxxx, Pennsylvania 19424
Attention: Vice President and Treasurer
Dear Sirs:
We offer to purchase, on and subject to the terms and
conditions of the Underwriting Agreement Basic Provisions filed
as an exhibit to the Company's registration statement on Form S-3
(No. 33-64396) and Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 (Registration No. 33-35437) (the
"Underwriting Agreement"), the following securities (the
"Securities") to be issued under an indenture, to be dated as of
March 1, 1996 between the Company and The Bank of New York, as
Trustee, on the following terms:
Title: 8 1/4% Convertible Subordinated Notes due 2006.
Principal Amount: $260,000,000.
Interest: 8.25% per annum payable semi-annually on March 15
and September 15 commencing September 15, 1996, to holders of
record of the Securities at the close of business on the
preceding March 1 and September 1, respectively.
Maturity: March 15, 2006.
Optional Redemption: The Notes will be redeemable on at
least 20 but not more than 60 days' notice, at the option of the
Company, as a whole or in part, at any time on and after March
15, 1999, at the following prices (expressed as percentages of
the principal amount), together with accrued interest to the date
fixed for redemption:
If redeemed during the 12-month period beginning March 15:
Year Percentage
---- ----------
1999 . . . . . . . . . . . . . . . . . . . . . . . . 105.775%
2000 . . . . . . . . . . . . . . . . . . . . . . . . 104.950
2001 . . . . . . . . . . . . . . . . . . . . . . . . 104.125
2002 . . . . . . . . . . . . . . . . . . . . . . . . 103.300
2003 . . . . . . . . . . . . . . . . . . . . . . . . 102.475
2004 . . . . . . . . . . . . . . . . . . . . . . . . 101.650
2005 . . . . . . . . . . . . . . . . . . . . . . . . 100.825
Sinking Fund: None.
Conversion: The Notes are convertible into Common Stock of
the Company at any time prior to maturity, unless previously
redeemed, at a conversion price of $6.875 per share (equivalent
to a conversion rate of approximately 145.45 shares for each
$1,000 principal amount of Notes), subject to adjustment in
certain events.
Listing: New York Stock Exchange.
Over-allotment Option: An additional $39,000,000 aggregate
principal amount of Notes.
Period Designated Pursuant to Section 4(h) of the
Underwriting Agreement: 90 days.
Delayed Delivery Contracts: None.
Purchase Price from the Company: 97.5% of principal amount,
plus accrued interest, if any, from March 8, 1996.
Expected Reoffering Price to Public: 100% of principal
amount, plus accrued interest, if any, from March 8, 1996.
Closing Date: 10:00 A.M. New York City time on March 8,
1996 (or at such other time and date as we shall agree), at the
office of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000.
Settlement: Federal (same-day) funds.
Names and Addresses of Representative:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Bear, Xxxxxxx & Co. Inc.
c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Banking
The respective principal amounts of the Securities to
be purchased by each of the Underwriters are set forth opposite
their names in Schedule A hereto.
The provisions of the Underwriting Agreement are
incorporated herein by reference, except that:
(1) The reference to "fifth business day" in Sections
2(a) and 4(a) of the Underwriting Agreement shall be deleted and
replaced by the phrase "fifteenth business day" and (2) the words
"counsel of the Company" on the fifth and sixth to last lines of
Section 6(c) of the Underwriting Agreement shall be deleted and
replaced by the phrase "outside counsel to the Underwriters."
The Securities will be made available for checking at
the office of Xxxxxxx Xxxxxxx & Xxxxxxxx at least 24 hours prior
to the Closing Date.
Please signify your acceptance of our offer by signing
the enclosed copy of this Terms Agreement in the space provided
and returning it to us.
Very truly yours,
XXXXXXX LYNCH, PIERCE, XXXXXX
& XXXXX INCORPORATED
BEAR, XXXXXXX & CO. INC.
By XXXXXXX LYNCH, PIERCE, XXXXXX
& XXXXX INCORPORATED
By:______________________________
Authorized Representative
AGREED AND ACCEPTED:
XXXXXX XXXXXXXXXXX
By:____________________
Name:
Title:
SCHEDULE A
Principal
Underwriters Amount
------------ ---------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated.......................$156,000,000
Bear, Xxxxxxx & Co. Inc.....................104,000,000
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Total............................$260,000,000
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