EXHIBIT 1.1
Conformed
PRICING AGREEMENT
-----------------
February 12, 1997
Ladies and Gentlemen:
Xxxxxxx X. Xxxxx Residential Realty, Inc., a Maryland corporation (the
"Company") which is the general partner of Xxxxxxx X. Xxxxx Residential Realty
L.P., a Delaware limited partnership (the "Operating Partnership"), and such
Operating Partnership propose, subject to the terms and conditions stated herein
and in the Underwriting Agreement, dated February 12, 1997 (the "Underwriting
Agreement"), between the Company and the Operating Partnership on the one hand
and Xxxxxxx, Xxxxx & Co., Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation,
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated, and Prudential Securities Incorporated on
the other hand to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Shares specified in Schedule II hereto (the "Designated
Shares") consisting of Firm Shares and any Optional Shares the Underwriters may
elect to purchase. 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 Shares 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 Shares pursuant to Section 12 of
the Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth in Schedule II hereto.
A supplement to the Prospectus relating to the Designated Shares, in the
form being 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, (a) 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 number
of Firm Shares set forth opposite the name of such Underwriter in Schedule I
hereto and, (b) in the event and to the extent that the Underwriters shall
exercise the election to purchase Optional Shares, as provided below, 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 purchase price to the Underwriters set forth in Schedule II hereto that
portion of the number of Optional Shares as to which such election shall have
been exercised.
The Company hereby grants to each of the Underwriters the right to purchase
at their election up to the number of Optional Shares set forth opposite the
name of such Underwriter in Schedule I hereto on the terms referred to in the
paragraph above for the
sole purpose of covering over-allotments in the sale of the Firm Shares. Any
such election to purchase Optional Shares may be exercised by written notice
from the Representatives to the Company given within a period of 30 calendar
days after the date of this Pricing Agreement, setting forth the aggregate
number of Optional Shares to be purchased and the date on which such Optional
Shares are to be delivered, as determined by the Representatives, but in no
event earlier than the First Time of Delivery or, unless the Representatives and
the Company otherwise agree in writing, no earlier than two or later than ten
business days after the date of such notice.
If the foregoing is in accordance with your understanding, please sign and
return to us six (6) 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 and the Operating Partnership. 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 X. Xxxxx Residential Realty, Inc.
By: /c/ XXXXXX XXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President
Xxxxxxx X. Xxxxx Residential Realty L.P.
By: Xxxxxxx X. Xxxxx Residential Realty, Inc.
General Partner
By: /c/ XXXXXX XXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President
-2-
Accepted as of the date hereof:
Xxxxxxx, Xxxxx & Co.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated
Prudential Securities Incorporated
By: XXXXXXX, SACHS & CO.
----------------------------------
(Xxxxxxx, Xxxxx & Co.)
On behalf of each of the Underwriters
-3-
SCHEDULE I
MAXIMUM NUMBER
OF OPTIONAL
NUMBER OF SHARES WHICH
FIRM SHARES MAY BE
UNDERWRITER TO BE PURCHASED PURCHASED
----------- --------------- --------------
Xxxxxxx, Sachs & Co. 675,000 101,250
Xxxxxxxxx Xxxxxx & Xxxxxxxx Securities Corporation 675,000 101,250
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 675,000 101,250
Prudential Securities Incorporated 675,000 101,250
Total 2,700,000 405,000
-4-
SCHEDULE II
TITLE OF DESIGNATED SHARES: Common Stock (par value $.01 per share)
NUMBER OF DESIGNATED SHARES:
Number of Firm Shares: 2,700,000
Maximum Number of Optional Shares: 405,000
INITIAL OFFERING PRICE TO PUBLIC:
$28.375 per Share
PURCHASE PRICE BY UNDERWRITERS:
$26.885 per Share
FORM OF DESIGNATED SHARES:
"Fast" balance at The Depository Trust Company or its designated custodian
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
New York Clearing House (next day) funds
TIME OF DELIVERY:
9:30 a.m. (New York City time), February 19, 1997
CLOSING LOCATION: Washington, D.C.
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Xxxxxxx, Sachs & Co., Xxxxxxxxx, Xxxxxx &
Xxxxxxxx Securities Corporation, Xxxx Xxxxx Xxxx
Xxxxxx, Incorporated, Prudential Securities
Incorporated
Address for Notices, etc.: Xxxxxxx, Xxxxx & Co., 00 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Registration Dept.
OTHER TERMS :
For purposes of this Pricing Agreement, section 5(h) of the Underwriting
Agreement shall be deleted and replaced with the following:
"(h) To use the net proceeds received by the Company from the sale of
the Designated Shares pursuant to this Agreement in substantially the
manner specified in the Prospectus under the caption "Use of Proceeds", it
being understood that the Company may use such proceeds to reduce amounts
outstanding under the Company's secured lines of credit (as identified
under "Use of Proceeds") prior in time to the repayment of $33 million of
debt assumed in the Pending Acquisitions (as identified under "Use of
Proceeds")."
-5-
