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Exhibit 1.1
UNDERWRITING AGREEMENT
May 29, 1998
AirTouch Communications, Inc.
Xxx Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxx Brothers Inc., X.X. Xxxxxx
Securities Inc. and Salomon Brothers Inc, as representatives (the
"Representatives") of the underwriters named in Schedule I hereto (the
"Underwriters"), understand that AirTouch Communications, Inc., a Delaware
corporation ("AirTouch"), proposes to issue and sell to them $200 million
aggregate principal amount of its 6.35% Notes Due 2005 (the "Notes").
Subject to the terms and conditions, and in reliance upon the
representations and warranties, set forth or incorporated by reference herein,
AirTouch agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from AirTouch, at a purchase price of
99.319% of the principal amount of the Notes, plus accrued interest thereon,
from June 1, 1998 to the Closing Date (as defined herein), the principal amount
of Notes set forth opposite such Underwriter's name in Schedule I hereto. The
Notes will be sold at a public offering price of 99.944% of the principal amount
of the Notes, plus accrued interest thereon, from June 1, 1998 to the Closing
Date.
Delivery of and payment for the Notes shall be made at 10:00 A.M., New
York City time, on June 3, 1998, or such later date (not later than June 10,
1998) as the Representatives shall designate, which date and time may be
postponed by agreement between the Representatives and AirTouch or as provided
in Section 10 of the Standard Provisions (as defined below) incorporated by
reference herein (such date and time of delivery and payment for the Securities
being herein called the "Closing Date"). Delivery of the Notes shall be made to
the Representatives for the respective accounts of the several Underwriters
against payment by the several Underwriters through the Representatives of the
purchase price therefor to or upon the order of AirTouch by wire transfer
payable in same day funds or by such other manner of payment as may be agreed
upon by AirTouch and the Representatives. Delivery and release of the Notes
shall be to The Depository Trust Company and payment for such Notes shall be
made at the office of AirTouch Communications, Inc., Xxx Xxxxxxxxxx Xxxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000.
AirTouch agrees to have the Notes available for inspection and checking
by the Representatives not later than 1:00 P.M. on the business day prior to the
Closing Date.
The Notes shall have the terms set forth in the Indenture dated as of
July 16, 1996, as amended by the First Supplemental Indenture dated as of July
16, 1996 and the Fifth Supplemental Indenture to be dated as of June 3, 1998,
each being between AirTouch and The
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First National Bank of Chicago, as Trustee, the Prospectus dated July 2, 1996,
and the Prospectus Supplement dated May 29, 1998.
The Notes will be redeemable in whole or from time to time in part, at
the option of the Company at any time, at a Redemption Price equal to the
greater of (a) 100% of their principal amount of the Notes to be redeemed or (b)
the sum of the present values of the remaining scheduled payments of principal
and interest thereon (exclusive of interest accrued to the Redemption Date)
discounted to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis
points, plus accrued interest on the principal amount being redeemed to the
Redemption Date. Capitalized terms used in this paragraph shall have the meaning
set forth in the Prospectus Supplement.
Except as otherwise provided herein, the provisions contained in the
document entitled "AirTouch Communications, Inc. Debt Securities Underwriting
Agreement Standard Provisions" (the "Standard Provisions"), a copy of which is
attached hereto, are incorporated herein except paragraph (e) of Section 6 which
is replaced in its entirety by the paragraph (e) below and Section 12 which is
replaced in its entirety by the Section 12 below.
(e) The Representatives shall have received from each of Price
Waterhouse LLP and Xxxxxx Xxxxxxxx LLP a letter, dated the Closing Date, each of
which letter shall be in form as may be agreed upon among such Representatives,
AirTouch and Price Waterhouse LLP or Xxxxxx Xxxxxxxx LLP, as the case may be,
and shall cover such matters as may be reasonably requested by such
Representatives.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telefaxed to them c/o Morgan Xxxxxxx & Co. Incorporated, 0000
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or, if sent to AirTouch, will be mailed,
delivered, or telefaxed to it at Xxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000, attention of the Legal Department.
Please confirm your agreement by executing a copy of this Underwriting
Agreement in the space set forth below and returning the signed copy to the
undersigned.
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This Underwriting Agreement may be signed in any number of counterparts
with the same effect as if the signatures thereto and hereto were upon the same
instrument.
Very truly yours,
XXXXXX XXXXXXX & CO. INCORPORATED
XXXXXX BROTHERS INC.
X.X. XXXXXX SECURITIES INC.
SALOMON BROTHERS INC
By: Xxxxxx Xxxxxxx & Co. Incorporated
By: /s/ XXXXXX X. XXXXXXXXXXX
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For themselves and the other several
Underwriters named in Schedule I to the
foregoing Agreement.
Accepted:
AIRTOUCH COMMUNICATIONS, INC.
By :/s/ XXXXX X. XXXXX
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Executive Vice President and
Chief Financial Officer
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SCHEDULE I
Principal Amount
of Notes
Underwriter to be Purchased
----------- ---------------
Xxxxxx Xxxxxxx & Co. Incorporated $ 50,000,000
Xxxxxx Brothers Inc. ............ $ 50,000,000
X.X. Xxxxxx Securities Inc. ..... $ 50,000,000
Salomon Brothers Inc ............ $ 50,000,000
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Total ........................... $200,000,000
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