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EXHIBIT 1(a)
X. X. XXXXXX COMPANY, INC.
UNDERWRITING AGREEMENT
April 9, 1997
CREDIT SUISSE FIRST BOSTON CORPORATION
X.X. XXXXXX SECURITIES INC.
XXXXXX XXXXXXX & CO. INCORPORATED
BANC AMERICA SECURITIES, INC.
BEAR, XXXXXXX & CO. INC.
NATIONSBANC CAPITAL MARKETS, INC.
c/o Credit Suisse First Boston Corporation
00 Xxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Ladies and Gentlemen:
1. Introductory. X. X. XXXXXX COMPANY, INC., a Delaware corporation
("Company"), proposes to issue and sell the debt securities described in
Schedule B hereto (together, the "Notes"). The Notes will be issued under an
Indenture, dated as of April 1, 1994, between the Company and First Trust of
California, National Association, Successor Trustee to Bank of America National
Trust and Savings Association (the "Indenture"). The several Underwriters set
forth in Schedule A are hereinafter referred to as "Notes Underwriters".
2. Representations and Warranties of the Company. The Company represents
and warrants to, and agrees with the several Notes Underwriters that:
(a) Two registration statements (No. 333-06883 and No. 333-23339),
including a prospectus for each, relating to the Notes have been filed with
the Securities and Exchange Commission ("Commission") and have become
effective. Such registration statements, as amended to the date hereof (but
excluding any amendments relating to securities which are not covered by
this Agreement), are hereinafter referred to as the "Registration
Statements", and the prospectus contained in Registration Statement No.
333-23339, as amended and supplemented by a Prospectus Supplement of even
date herewith, including all material incorporated by reference therein, as
the "Prospectus".
(b) On the respective effective dates of the Registration Statements,
as referred to in Section 2(a) hereof, each Registration Statement
conformed in all material respects to the requirements of the Securities
Act of 1933 ("Act"), the Trust Indenture Act of 1939 ("Trust Indenture
Act"), and the published rules and regulations ("Rules and Regulations") of
the Commission, and did not include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and on the date
hereof, each Registration Statement and the Prospectus conforms in all
material respects to the requirements of the Act, the Trust Indenture Act
and the Rules and Regulations and none of such documents includes any
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading,
except that the foregoing does not apply to (i) statements in or omissions
from any of such documents based upon written information furnished to the
Company by a Notes Underwriter for use therein, or (ii) statements or
omissions in that part of each Registration Statement which constitutes the
Statement of Eligibility and Qualification under the Trust Indenture Act
(Form T-1) of the Trustee.
3. Purchase, Sale and Delivery of Notes. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to sell to the Notes
Underwriters, and the Notes Underwriters agree, severally and not jointly, to
purchase from the Company, at the purchase prices set forth in Schedule B
hereto, plus accrued interest, if any, from April 14, 1997 to the Closing Date
as defined below, the respective principal amounts of Notes set forth in
Schedule A hereto.
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The Company will deliver the Notes to the Notes Underwriters, at the office
of The Chase Manhattan Bank, 000 Xxxx 00xx Xxxxxx, Xxxxxxxxx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Xxx Xxxxxxxx, against payment of the purchase price
by wire transfer to an account previously designated to Credit Suisse First
Boston Corporation ("Credit Suisse First Boston") by the Company at a bank
acceptable to Credit Suisse First Boston or by official bank check or checks in
federal reserve (same day) funds drawn to the order of the Company, at the
office of the Company, 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxx 00000-0000, at 9:00 A.M.,
Dallas, Texas Time, on April 14, 1997 or at such other time not later than seven
full business days thereafter as you and the Company determine, such time being
herein referred to as the "Closing Date". The Notes so to be delivered will be,
unless otherwise mutually agreed by the Notes Underwriters and the Company, in
fully registered form, in such denominations and registered in such names as the
Notes Underwriters request, and will be made available for checking and
packaging at the above office of The Chase Manhattan Bank, at least 24 hours
prior to the Closing Date.
4. Covenants of the Company. The Company covenants and agrees with the
several Notes Underwriters that:
(a) The Company will advise the Notes Underwriters promptly of any
amendment or supplementation of the Registration Statements or the
Prospectus with respect to the Notes, and of the institution by the
Commission of any stop order proceedings in respect of either Registration
Statement, and will use its best efforts to prevent the issuance of any
such stop order and to obtain as soon as possible its lifting, if issued.
(b) If at any time when a prospectus relating to the Notes is required
to be delivered under the Act any event occurs as a result of which the
Prospectus as then amended or supplemented with respect to such Notes would
include an untrue statement of a material fact, or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend or
supplement the Registration Statements or the Prospectus to comply with the
Act, the Company promptly will prepare and file with the Commission an
amendment or supplement which will correct such statement or omission or
effect such compliance.
(c) Not later than 90 days after the end of the 12-month period
beginning at the end of the fiscal quarter of the Company during which the
Closing Date occurs, the Company will make generally available to its
securityholders an earnings statement covering such 12-month period which
will satisfy the provisions of Section 11(a) of the Act.
(d) The Company will furnish to the Notes Underwriters copies of each
Registration Statement (one of which, to be delivered to counsel for the
Notes Underwriters, will be signed and include all exhibits), the
Prospectus and supplements relating to the Notes, in each case as soon as
available and in such quantities as the Notes Underwriters reasonably
request.
(e) The Company will use its best efforts to arrange for the
qualification of the Notes for sale, and the determination of their
eligibility for investment, under the laws of such jurisdictions as the
Notes Underwriters reasonably designate and will diligently endeavor to
continue such qualifications in effect so long as required for the
distribution of the Notes; provided, however, that the Company shall not be
required to register or qualify, or to maintain qualification, as a foreign
corporation nor, except as to matters and transactions relating to the
offer or sale of the Notes, consent to service of process generally in any
state.
(f) The Company will pay all expenses incident to the performance of
its obligations under this Agreement, and will reimburse the Notes
Underwriters for any expenses (including fees and disbursements of counsel)
incurred by the Notes Underwriters in connection with qualification of the
Notes for sale, and determination of their eligibility for investment,
under the laws of such jurisdictions as the Notes Underwriters reasonably
designate and the printing of memoranda relating thereto, for any fees
charged by investment rating agencies for the rating of the Notes and for
reasonable expenses incurred in distributing preliminary prospectuses and
the Prospectus (including any amendments and supplements thereto) to the
Notes Underwriters.
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(g) So long as any of the Notes are outstanding, the Company will
furnish to the Notes Underwriters (i) as soon as practicable after the end
of each fiscal year, a copy of its annual report to stockholders for such
year, (ii) as soon as available, a copy of each report or definitive proxy
statement of the Company filed with the Commission under the Securities
Exchange Act of 1934 or mailed to stockholders, and (iii) from time to
time, such other information concerning the Company as the Notes
Underwriters may reasonably request.
5. Conditions of Obligations of the Notes Underwriters. The obligations of
the Notes Underwriters to purchase and pay for the Notes will be subject to the
accuracy of the representations and warranties on the part of the Company
herein, to the accuracy of the statements of Company officers made pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions precedent:
(a) The Notes Underwriters shall have received a letter of KPMG Peat
Marwick LLP dated the Closing Date, in form and substance satisfactory to
them, with respect to the financial statements and certain financial
information contained in or incorporated by reference into the Registration
Statements and the Prospectus. Such letter shall be in substantially the
form, and contain substantially the information, as those letters
heretofore furnished by KPMG Peat Marwick LLP in connection with other
underwritten offerings by the Company.
(b) Prior to the Closing Date, no stop order suspending the
effectiveness of either Registration Statement shall have been issued and
no proceedings for that purpose shall have been instituted, or to the
knowledge of the Company or the Notes Underwriters, shall be contemplated
by the Commission.
(c) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred any change, or any development involving a
prospective change, in or affecting particularly the business or properties
of the Company and its subsidiaries, taken as a whole, which, in the
judgment of a majority in interest of the Notes Underwriters, materially
impairs the investment quality of the Notes.
(d) The Notes Underwriters shall have received an opinion of X. X.
Xxxxxx, General Counsel of the Company, dated the Closing Date, to the
effect that:
(i) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of
Delaware, with corporate power and authority to own its properties and
conduct its business as described in the Prospectus; and the Company is
duly qualified to do business as a foreign corporation in good standing
in all other jurisdictions in which it owns or leases substantial
properties or in which the conduct of its business requires such
qualification;
(ii) The Indenture has been duly authorized, executed and delivered
and has been duly qualified under the Trust Indenture Act; the Notes
have been duly authorized, executed, authenticated, issued and delivered
and conform in all material respects to the description thereof
contained in the Prospectus; and the Indenture and the Notes constitute
valid and legally binding obligations of the Company, enforceable in
accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to
general equity principles;
(iii) No consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required for the
consummation of the transactions contemplated by this Agreement in
connection with the issuance or sale of the Notes by the Company, except
such as have been obtained and made under the Act and the Trust
Indenture Act and such as may be required under state securities laws;
(iv) The execution, delivery and performance of the Indenture and
this Agreement and the issuance and sale of the Notes and compliance
with the terms and provisions thereof will not result in a breach or
violation of any of the terms and provisions of, or constitute a default
under, any statute, any rule, regulation or order of any governmental
agency or body or any court having jurisdiction over the Company or any
of its property or any agreement or instrument to which the
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Company is a party or by which the Company is bound or to which any of
the property of the Company is subject, or the charter or bylaws of the
Company, and the Company has full power and authority to authorize,
issue and sell the Notes as contemplated by this Agreement;
(v) The Registration Statements have become effective under the
Act, and, to the best of the knowledge of such counsel, no stop order
suspending the effectiveness of either Registration Statement has been
issued and no proceedings for that purpose have been instituted or are
pending under the Act; the Registration Statements and the Prospectus,
as of the date of this Agreement, comply as to form in all material
respects with the requirements of the Act, the Trust Indenture Act and
the Rules and Regulations; there has not been disclosed to such counsel
any information giving him reason to believe either that the
Registration Statements, as of such date, contained any untrue statement
of a material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading or that the Prospectus contains any untrue statement of a
material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; the
descriptions in the Registration Statements and the Prospectus of
statutes, legal and governmental proceedings and contracts and other
documents are accurate in all material respects and fairly present the
information required to be shown; and such counsel does not know of any
legal or governmental proceedings required to be described in the
Prospectus which are not described as required, nor of any contracts or
documents of a character required to be described in the Registration
Statements or the Prospectus or to be filed as exhibits to the
Registration Statements which are not described and filed as required;
it being understood that such counsel need express no opinion as to the
financial statements or other financial data contained in the
Registration Statements or the Prospectus; and
(vi) This Agreement has been duly authorized, executed and
delivered by the Company.
(e) The Notes Underwriters shall have received from Xxxxx Xxxxxxxxxx,
counsel for the Notes Underwriters, such opinion or opinions, dated the
Closing Date, with respect to such of the matters stated in paragraph (d)
hereof and other related matters as the Notes Underwriters may reasonably
require, and the Company shall have furnished to such counsel such
documents as they reasonably request for the purpose of enabling them to
pass upon such matters.
(f) The Notes Underwriters shall have received a certificate of the
Chairman of the Board and Chief Executive Officer or any Vice President and
a principal financial or accounting officer of the Company, dated the
Closing Date, in which such officers, to the best of their knowledge after
reasonable investigation, shall state that the representations and
warranties of the Company in this Agreement are true and correct, that the
Company has complied with all agreements and satisfied all conditions on
its part to be performed or satisfied hereunder at or prior to the Closing
Date, that no stop order suspending the effectiveness of either
Registration Statement has been issued and no proceedings for that purpose
have been instituted or are contemplated by the Commission, and that,
subsequent to the date of the most recent financial statements in the
Prospectus, there has been no material adverse change in the financial
position or results of operations of the Company and its subsidiaries,
taken as a whole, except as set forth or contemplated in the Prospectus or
as described in such certificate.
(g) On the Closing Date, the Debenture Underwriters (as defined in the
Prospectus) shall have simultaneously purchased the Debentures (as defined
in the Prospectus) pursuant to that certain Underwriting Agreement, dated
of even date herewith, among the Company and the Debenture Underwriters.
The Company will furnish the Notes Underwriters with such conformed copies
of such opinions, certificates, letters and documents as the Notes Underwriters
reasonably request.
6. Indemnification. (a) The Company will indemnify and hold harmless each
Notes Underwriter and each person, if any, who controls any Notes Underwriter
within the meaning of the Act against any losses,
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claims, damages or liabilities, joint or several, to which such Notes
Underwriter or such controlling person may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statements,
the Prospectus or any amendment or supplement thereto (excluding any amendments
or supplements relating to securities which are not covered by this Agreement),
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; and will reimburse each Notes Underwriter and each such
controlling person for any legal or other expenses reasonably incurred by such
Notes Underwriter or such controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made (i)
in any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Notes Underwriter for use therein,
or (ii) in that part of each Registration Statement constituting the Statement
of Eligibility and Qualification under the Trust Indenture Act (Form T-1) of the
Trustee. This indemnity agreement will be in addition to any liability which the
Company may otherwise have.
(b) Each Notes Underwriter will indemnify and hold harmless the Company,
each of its directors, each of its officers who have signed the Registration
Statements and each person, if any, who controls the Company within the meaning
of the Act, against any losses, claims, damages or liabilities to which the
Company or any such director, officer or controlling person may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statements, the Prospectus or any amendment or supplement
thereto (excluding any amendments or supplements relating to securities which
are not covered by this Agreement), or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such Notes
Underwriter for use therein; and will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer or controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or action. This indemnity agreement will be in addition to any
liability which such Notes Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but if settled
with such consent or if there has been a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
(d) If recovery is not available under the foregoing indemnification
provisions of this Section, for any reason other than as specified therein, the
parties entitled to indemnification by the terms thereof shall be
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entitled to contribution for liabilities and expenses, except to the extent that
contribution is not permitted under Section 11(f) of the Act. In determining the
amount of contribution to which the respective parties are entitled, there shall
be considered the relative benefits received by each party from the offering of
the Notes (taking into account the portion of the proceeds of the offering
realized by each), the parties' relative knowledge and access to information
concerning the matter with respect to which the claim was asserted, the
opportunity to correct and prevent any statement or omission and any other
equitable considerations appropriate under the circumstances. The Company and
the Notes Underwriters agree that it would not be equitable if the amount of
such contribution were determined by pro rata or per capita allocation (even if
the Notes Underwriters were treated as one entity for such purpose). No Notes
Underwriter or any person controlling such Notes Underwriter shall be obligated
to make contribution hereunder which in the aggregate exceeds the total public
offering price of the Notes purchased by such Notes Underwriter under this
Agreement, less the aggregate amount of any damages which such Notes Underwriter
and its controlling persons have otherwise been required to pay in respect of
the same claim or any substantially similar claim. The Notes Underwriters'
obligations to contribute are several in proportion to their respective
underwriting obligations and not joint.
7. Default of Notes Underwriters. If any Notes Underwriter or Notes
Underwriters default in their obligations to purchase Notes hereunder and the
aggregate principal amount of the Notes which such defaulting Notes Underwriter
or Notes Underwriters agreed but failed to purchase does not exceed 10% of the
total principal amount of the Notes, Credit Suisse First Boston may make
arrangements satisfactory to the Company for the purchase of such Notes by other
persons, including any of the Notes Underwriters, but if no such arrangements
are made by the Closing Date, the non-defaulting Notes Underwriters shall be
obligated severally, in proportion to their respective commitments hereunder, to
purchase the Notes which such defaulting Notes Underwriters agreed but failed to
purchase. If any Notes Underwriter or Notes Underwriters so default and the
aggregate principal amount of Notes with respect to which such default or
defaults occur is more than 10% of the total principal amount of the Notes and
arrangements satisfactory to Credit Suisse First Boston and the Company for the
purchase of such Notes by other persons are not made within 36 hours after such
default, this Agreement will terminate without liability on the part of any
non-defaulting Notes Underwriter or the Company, except as provided in Section 8
hereof. As used in this Agreement, the term "Notes Underwriter" includes any
person substituted for a Notes Underwriter under this Section. Nothing herein
will relieve a defaulting Notes Underwriter from liability for its default.
8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties, and other statements of
the Company and of the Notes Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation,
or statement as to the results thereof, made by or on behalf of any Notes
Underwriter or the Company or any of its officers or directors or any
controlling person, and will survive delivery of and payment for the Notes. If
this Agreement is terminated pursuant to Section 7 hereof or if for any reason
the purchase of the Notes by the Notes Underwriters pursuant to this Agreement
is not consummated, the Company shall remain responsible for the expenses to be
paid or reimbursed by it pursuant to Section 4 hereof and the respective
obligations of the Company and the Notes Underwriters pursuant to Section 6
hereof shall remain in effect. If for any reason, the purchase of the Notes by
the Notes Underwriters is not consummated other than because of the termination
of this Agreement pursuant to Section 7, the Company will reimburse the Notes
Underwriters for all out-of-pocket expenses (including fees and disbursements of
counsel) incurred by them in connection with the offering of the Notes.
9. Notices. All communications hereunder will be in writing and if sent to
the Notes Underwriters will be mailed, delivered or telegraphed and confirmed
c/o Credit Suisse First Boston, Attention: Investment Banking
Department -- Transactions Advisory Group to the address first above written and
if sent to the Company will be similarly sent, if by mail, to X.X. Xxx 00000,
Xxxxxx, Xxxxx 00000-0000 and if sent otherwise, to 0000 Xxxxxx Xxxxx, Xxxxx,
Xxxxx 00000-0000, Attention of the Secretary.
10. Successors. This Underwriting Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 6 hereof,
and no other person will have any right or obligation hereunder.
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11. Representation of Notes Underwriters. Credit Suisse First Boston, as
representative, will act for the several Notes Underwriters in connection with
the offering of the Notes, and any action under this Agreement taken by the
Notes Underwriters jointly or by Credit Suisse First Boston will be binding upon
all the Notes Underwriters.
12. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us the enclosed duplicate hereof, whereupon it will
become a binding agreement between the Company and the several Notes
Underwriters in accordance with its terms.
Very truly yours,
X. X. XXXXXX COMPANY, INC.
By /s/ XXXXXX X. XXXXXXXXX
-----------------------------------
Vice President and Treasurer
The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.
CREDIT SUISSE FIRST BOSTON
CORPORATION
X.X. XXXXXX SECURITIES INC.
XXXXXX XXXXXXX & CO. INCORPORATED
BANCAMERICA SECURITIES, INC.
BEAR, XXXXXXX & CO. INC.
NATIONSBANC CAPITAL MARKETS, INC.
By CREDIT SUISSE FIRST BOSTON
CORPORATION
By /s/ XXXXX XXXXXXX
---------------------------------
Managing Director
Acting on behalf of itself and as
representative of
the several Notes Underwriters.
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SCHEDULE A
PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF
6.95% NOTES 7.25% NOTES 7.60% NOTES
UNDERWRITER DUE 2000 DUE 2002 DUE 2007
----------- ------------------- ------------------- -------------------
Credit Suisse First Boston
Corporation.......................... $ 91,000,000 $196,000,000 $119,000,000
X.X. Xxxxxx Securities Inc. ........... 91,000,000 196,000,000 119,000,000
Xxxxxx Xxxxxxx & Co. Incorporated...... 91,000,000 196,000,000 119,000,000
BancAmerica Securities, Inc. .......... 17,500,000 37,500,000 22,750,000
Bear, Xxxxxxx & Co. Inc. .............. 17,250,000 37,250,000 22,750,000
NationsBanc Capital Markets, Inc. ..... 17,250,000 37,250,000 22,500,000
------------ ------------ ------------
Total........................ $325,000,000 $700,000,000 $425,000,000
============ ============ ============
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SCHEDULE B
DESCRIPTION OF DEBT SECURITIES
Title of Securities: 6.95% Notes Due 2000 7.25% Notes Due 2002 7.60% Notes Due 0000
Xxxxxxxxx Principal $325,000,000 $700,000,000 $425,000,000
Amount:
Interest rate: 6.95% per annum commencing 7.25% per annum commencing 7.60% per annum commencing
April 14, 1997 April 14, 1997 April 14, 1997
Interest payment dates: April 1 and October 1 April 1 and October 1 April 1 and October 1
commencing October 1, 1997 commencing October 1, 1997 commencing October 1, 1997
Maturity date: April 1, 2000 April 1, 2002 Xxxxx 0, 0000
Xxxxxxxx price: 99.519% 99.358% 99.350%
Initial public offering 99.919% 99.958% 100.000%
price:
Dealers' concession: 0.250% 0.350% 0.400%
Reallowance: 0.200% 0.250% 0.250%
Redemption: Not redeemable prior to Not redeemable prior to Not redeemable prior to
maturity maturity maturity
Optional Repayment: None None None
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