EXHIBIT 1
EXECUTION COPY
PRICING AGREEMENT
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Chemical Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000.
December 1, 1995
Dear Sirs:
Dow Xxxxx & Company, Inc. (the "Company") proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated December 1,
1995 (the "Underwriting Agreement"), between the Company on the one hand and
Chemical Securities Inc. on the other hand, to issue and sell to the
Underwriter named in Schedule I hereto (the "Underwriter") the 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 Pricing 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 and 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 Representative 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 Representative
designated to act on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement and the address
of the Representative 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.
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 the Underwriter, and the Underwriter agrees 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 the Underwriter 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 II.
If the foregoing is in accordance with your understanding, please sign and
return to us ten counterparts hereof, and upon acceptance hereof by you, this
letter and such acceptance hereof, including the provisions of the Underwriting
Agreement incorporated herein by reference, shall constitute a binding
agreement between you and the Company.
Very truly yours,
Dow Xxxxx & Company, Inc.
By: .................................
Name:
Title:
Accepted as of the date hereof:
Chemical Securities Inc.
By:.....................................
Name:
Title:
2
SCHEDULE I
PRINCIPAL AMOUNT OF
DESIGNATED SECURITIES
UNDERWRITER TO BE PURCHASED
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Chemical Securities Inc. ................................. $150,000,000
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Total................................................. $150,000,000
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
5.75% Notes due December 1, 2000
AGGREGATE PRINCIPAL AMOUNT:
$150,000,000
PRICE TO PUBLIC:
99.823% of the principal amount of the Designated
Securities, plus accrued interest, if any, from December 6,
1995 to the Time of Delivery
PURCHASE PRICE BY UNDERWRITERS:
99.397% of the principal amount of the Designated
Securities, plus accrued interest, if any, from December 6,
1995 to the Time of Delivery
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global
securities deposited with The Depository Trust Company
("DTC") or its designated custodian for trading in the
Same Day Funds Settlement System of DTC, and to be made
available for checking by the Underwriter at least
twenty-four hours prior to the Time of Delivery at the
office of DTC
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
INDENTURE:
Indenture, dated as of October 1, 1985, as supplemented
by the First Supplemental Indenture, dated as of
November 15, 1989, each between the Company and Xxxxxx
Guaranty Trust Company of New York, as Trustee, as
supplemented by the Second Supplemental Indenture, dated
as of December 1, 1995, between the Company and First
Trust of New York, National Association, as successor
Trustee
MATURITY:
December 1, 2000
INTEREST RATE:
5.75% per annum from December 6, 1995 or from the most
recent Interest Payment Date to which interest has been
provided for
INTEREST PAYMENT DATES:
June 1 and December 1 of each year, commencing June 1,
1996 to holders of record at the close of business on
the preceding May 15 or November 15, as the case may be
REDEMPTION PROVISIONS:
None
SINKING FUND PROVISIONS:
None
TIME OF DELIVERY:
10:00 a.m., December 6, 1995
CLOSING LOCATION:
Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000
SECURITIES EXCHANGE:
None
DELAYED DELIVERY:
None
NAME AND ADDRESS OF REPRESENTATIVE:
Chemical Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
OTHER TERMS:
The independent accountants of the Company shall furnish
to the Representative a letter dated the Time of
Delivery for the Designated Securities as to the matters
specified in, and in full satisfaction of the
requirements of, paragraph 7(d) of the Underwriting
Agreement.
II-2
