EXHIBIT 1.2
Pricing Agreement
December 4, 2002
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Banc One Capital Markets, Inc.
0 Xxxx Xxx Xxxxxxx
Xxxxxxx, XX 00000
Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
Xxxxxxxx Corporation, a New York corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated December 4, 2002 (the "Underwriting Agreement"), between the
Company on the one hand and each of you on the other hand, to issue and sell to
the Underwriters named in Schedule I hereto (the "Underwriters") the Designated
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.
2
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 other than the
Representatives.
Very truly yours,
Xxxxxxxx Corporation
By:_______________________________
Name:
Title:
Accepted as of the date hereof:
X.X. Xxxxxx Securities Inc.
Banc One Capital Markets, Inc.
Xxxxxxx Xxxxx Barney Inc.
Acting on behalf of themselves and
as the Representatives of the
several Underwriters.
By: X.X. Xxxxxx Securities Inc.
By:_______________________________
Name:
Title:
By: Banc One Capital Markets, Inc.
By:_______________________________
Name:
Title:
3
By: Xxxxxxx Xxxxx Barney Inc.
By:_______________________________
Name:
Title:
SCHEDULE I
Underwriter Principal Amount of 6.45% Principal Amount of 7.625%
Notes to be Purchased Notes to be Purchased
------------------------- --------------------------
X.X. Xxxxxx Securities Inc............................ $90,000,000 150,000,000
Banc One Capital Markets, Inc......................... $90,000,000 150,000,000
Xxxxxxx Xxxxx Barney Inc.............................. $39,060,000 65,100,000
Banc of America Securities LLC........................ $27,000,000 45,000,000
BNY Capital Markets, Inc.............................. $24,000,000 40,000,000
NatCity Investments, Inc.............................. $24,000,000 40,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.... $5,940,000 9,900,000
Total........................................... $300,000,000 500,000,000
SCHEDULE II
I. Title of Designated Securities:
6.45% Notes due 0000
Xxxxxxxxx principal amount:
$300,000,000
Price to Public:
99.906% of the principal amount of the Designated Securities
Purchase Price by Underwriters:
99.306% of the principal amount of the Designated Securities
Specified funds for payment of purchase price:
Immediately available funds
Indenture:
Indenture dated May 1, 1991, between the Company and The Bank of New York (as
successor to Xxxxxx Trust and Savings Bank), as Trustee
Maturity:
December 15, 2007
Interest Rate:
6.45%
Interest Payment Dates:
June 15 and December 15
Redemption Provisions:
The 2007 Notes will be redeemable, in whole or in part, at the Company's option
at any time from time to time at a redemption price equal to the greater of (i)
100% of the principal amount of the 2007 Notes being redeemed, and (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest on the 2007 Notes being redeemed (not including any portion of any
payments 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 40 basis points for the 2007
Notes plus accrued and unpaid interest on the 2007 Notes to the redemption date.
Sinking Fund Provisions:
No sinking fund provisions
Time of Delivery:
December 10, 2002
Closing Location: Cravath, Swaine & Xxxxx, 000 Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxx,
Xxx Xxxx, XX 00000
Names and addresses of Representatives:
Designated Representatives: X.X. Xxxxxx Securities Inc., Banc One Capital
Markets, Inc. and Xxxxxxx Xxxxx Xxxxxx Inc.
Address for Notices: c/o X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
II. Title of Designated Securities:
7.625% Notes due 0000
Xxxxxxxxx principal amount:
$500,000,000
Price to Public:
99.646% of the principal amount of the Designated Securities
Purchase Price by Underwriters:
98.996% of the principal amount of the Designated Securities
Specified funds for payment of purchase price:
Immediately available funds
Indenture:
Indenture dated May 1, 1991, between the Company and The Bank of New York (as
successor to Xxxxxx Trust and Savings Bank), as Trustee
Maturity:
December 15, 2012
Interest Rate:
7.625%
Interest Payment Dates:
June 15 and December 15
Redemption Provisions:
The 2012 Notes will be redeemable, in whole or in part, at the Company's option
at any time from time to time at a redemption price equal to the greater of (i)
100% of the principal amount of the 2012 Notes being redeemed, and (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest on the 2012 Notes being redeemed (not including any portion of any
payments 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 45 basis points for the 2012
Notes plus accrued and unpaid interest on the 2012 Notes to the redemption date.
Sinking Fund Provisions:
No sinking fund provisions
Time of Delivery: December 10, 2002
Closing Location: Cravath, Swaine & Xxxxx, 000 Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxx,
Xxx Xxxx, XX 00000
Names and addresses of Representatives:
Designated Representatives: X.X. Xxxxxx Securities Inc., Banc One Capital
Markets, Inc. and Xxxxxxx Xxxxx Xxxxxx Inc.
Address for Notices: c/o X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
