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EXHIBIT 99.1
Pricing Agreement
XXXXXX XXXXXXX & CO. INCORPORATED
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 9, 1999
Ladies and Gentlemen:
XXXXXX X. XXXXXXX & SONS, INC., an Indiana corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement General Terms and Conditions attached hereto, to issue
and sell to you (the "Underwriter") the securities specified in Schedule I
hereto (the "Designated Securities"). The Designated Securities will be
guaranteed (the "Guarantees") as to payment of principal and interest, if any,
by THE SEAGRAM COMPANY LTD., a Canadian corporation (the "Guarantor"). Each of
the provisions of the Underwriting Agreement General Terms and Conditions 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. Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement General Terms and Conditions so incorporated by
reference shall be deemed to refer to you. Terms defined in the Underwriting
Agreement General Terms and Conditions are used herein as therein defined.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement General Terms and Conditions incorporated herein by
reference, the Company agrees to issue and sell to the Underwriter, and the
Underwriter agrees to purchase from the Company, at the time and place and at
the purchase price to the Underwriter set forth in Schedule I hereto, all of the
Designated Securities set forth in Schedule I hereto, less the principal amount
of Designated Securities covered by Delayed Delivery Contracts, if any, as may
be specified in such Schedule I.
This Agreement may be executed by either of the parties hereto in any
number of counterparts, each of which shall be deemed to be an original, but all
such counterparts shall together constitute one and the same instrument.
If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof, and upon acceptance hereof by you, this
letter and such acceptance hereof, including the provisions of the Underwriting
Agreement General Terms and Conditions incorporated herein by reference, shall
constitute a binding agreement between the Underwriter and the Company.
Very truly yours,
XXXXXX X. XXXXXXX & SONS, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President and Treasurer
Accepted as of the date hereof:
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: Managing Director
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SCHEDULE I
Title of Designated Securities:
5.79% Senior Notes due 2001
Aggregate Principal Amount of Designated Securities:
$250,000,000
Form and Denominations:
Global Securities registered in the name of The Depository Trust Company
or its nominee.
Price to Public:
The Notes will be offered at the market.
Purchase Price by Underwriter:
99.80% of the principal amount of the Notes, plus accrued interest from
April 14, 1999, if any.
Specified Method and Funds for Payment of Purchase Price:
By wire transfer in immediately available funds.
Indenture:
Indenture, dated as of September 15, 1991, among the Company, the
Guarantor and The Bank of New York, as Trustee.
Time of Delivery:
9:30 a.m., New York City time, on April 14, 1999.
Closing Location:
Xxxxxxxx & Xxxxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000.
Address of Underwriter for Notices, etc.:
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Depositary:
The Depository Trust Company
Securities Exchange:
None.
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Delayed Delivery:
None
Maturity:
April 15, 2001
Interest Rate:
5.79%
Interest Payment Dates:
April 15 and October 15
Redemption Provisions:
The Notes will not be redeemable prior to maturity.
Sinking Fund Provisions:
No sinking fund provisions
Guarantees:
The Designated Securities shall be guaranteed as to payment of principal
and interest by The Seagram Company Ltd.
Defeasance:
The provisions of Section 1008 of the Indenture relating to defeasance
shall apply to the Designated Securities.
Other Terms:
The provisions of Section 1006 of the Indenture relating to the negative
pledge shall apply to the Designated Securities.
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