EXHIBIT 1.2
Pricing Agreement
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
and
Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representatives of the several
Underwriters named in Schedule I hereto,
June 19, 2003
Ladies and Gentlemen:
Xxxxxxx & Xxxxx, Incorporated, a Missouri corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated June 19, 2003 (the "Underwriting Agreement"),
between the Company on the one hand and X.X. Xxxxxx Securities Inc. and Xxxxxxx,
Xxxxx & Co., on the other hand, to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the Securities specified in Schedule II
hereto (the "Designated Securities"). 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
Securities 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
Securities pursuant to Section 12 of the Underwriting Agreement and the address
of the Representatives referred to in such Section 12 are set forth at the end
of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, 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 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 principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us 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,
Xxxxxxx & Xxxxx, Incorporated
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
Accepted as of the date hereof:
X.X. Xxxxxx Securities Inc.
By: /s/ Xxxx Xxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
/s/ Xxxxxxx, Xxxxx & Co.
----------------------------------------------
(Xxxxxxx, Sachs & Co.)
On behalf of each of the Underwriters
2
SCHEDULE I
Principal
Amount of
Designated
Securities
to be
Underwriter Purchased
----------- ---------
X.X. Xxxxxx Securities Inc. .................................... $45,000,000
Xxxxxxx, Sachs & Co. ........................................... 45,000,000
Wachovia Securities, LLC ....................................... 13,500,000
Xxxxxxx Xxxxx & Associates, Inc. ............................... 7,500,000
UBS Securities LLC ............................................. 7,500,000
Credit Suisse First Boston LLC ................................. 6,000,000
SunTrust Capital Markets, Inc. ................................. 6,000,000
U.S. Bancorp Xxxxx Xxxxxxx Inc. ................................ 4,500,000
ABN AMRO Incorporated .......................................... 3,000,000
Barclays Capital Inc. .......................................... 3,000,000
BNY Capital Markets, Inc. ...................................... 3,000,000
TD Securities (USA) Inc. ....................................... 3,000,000
Xxxxx Fargo Brokerage Services, LLC ............................ 3,000,000
------------
Total ........................................ $150,000,000
============
SCHEDULE II
Title of Designated Securities:
4.40% Notes due 0000
Xxxxxxxxx principal amount:
$150,000,000
Price to Public:
98.937% of the principal amount of the Designated Securities, plus
accrued interest, if any, from June 24, 2003
Purchase Price by Underwriters:
98.187% of the principal amount of the Designated Securities
Form of Designated Securities:
Book-entry only form represented by one or more global securities
Specified funds for payment of purchase price:
Federal (same day) funds
Time of Delivery:
10:00 a.m. (New York City time), June 24, 2003
Indenture:
Indenture dated as of November 24, 1999, between the Company and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
Trustee
Maturity:
July 1, 2018
Interest Rate:
4.4%
Interest Payment Dates:
July 1 and January 1, commencing January 1, 2004
Covenant and Redemption Provisions:
As described in the Prospectus Supplement dated June 19, 2003 relating
to the Designated Securities
Sinking Fund Provisions:
No sinking fund provisions
Defeasance provisions:
As described in Article IV of the Indenture
Closing location for delivery of Designated Securities:
Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000
Additional Closing Conditions:
As described in the Underwriting Agreement
Names and addresses of Representatives:
Designated Representatives: X.X. Xxxxxx Securities Inc.
Xxxxxxx, Xxxxx & Co.
Address for Notices, etc. for X.X. Xxxxxx Securities Inc.: 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Transaction Execution
Group, 7/th/ Floor; Fax (000) 000-0000
Address for Notices, etc. for Xxxxxxx, Xxxxx & Co.: 00 Xxxxx Xxxxxx,
Xxxxxxxxx: Xxxxxxxxxx Xxxxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telephone
(000) 000-0000, Fax (000) 000-0000
Other Terms:
N/A
