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Exhibit 1.01
TERMS AGREEMENT
February 23, 1999
Xxxxxxx Xxxxx Xxxxxx Holdings Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Executive Vice President and Treasurer
Dear Sirs:
We understand that Xxxxxxx Xxxxx Barney Holdings Inc., a Delaware
corporation (the "Company"), proposes to issue and sell 3,000,000 Units
($30,000,000 aggregate principal amount) of its Callable Principal-Protected
Equity Linked Notes based upon the S&P 500(R) Index Due June 30, 2006 (the
"Securities"). Subject to the terms and conditions set forth herein or
incorporated by reference herein, we, as underwriter (the "Underwriter"),
offer to purchase 3,000,000 Units ($30,000,000 aggregate principal amount) of
the Securities at a purchase price equal to 96.5% of the aggregate principal
amount thereof. The Closing Date shall be February 26, 1999 at 9:00 a.m. at the
offices of Xxxxxxx Xxxxx Xxxxxx Holdings Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000.
The Securities shall have the following terms:
Title: Callable Principal-Protected Equity Linked Notes
based upon the S&P 500(R) Index Due June 30, 2006.
Maturity: June 30, 2006.
Interest Rate: The Securities will bear no periodic payments of
interest. Unless the Securities are redeemed by
the Company prior to maturity, Holders thereof
will be entitled to receive at maturity the
principal amount thereof plus a payment, if any,
equal to the Supplemental Redemption Amount (as
defined in the Prospectus Supplement dated
February 23, 1999 relating to the Securities (the
"Prospectus Supplement")).
Interest Payment Date: Not applicable.
Regular Record Dates: Not applicable.
Initial Price To Public: 100% of the principal amount thereof.
Redemption Provisions: The Company, in its sole discretion, may redeem
the Notes, in whole but not in part, on any day
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on which the NYSE and the CBOE are open for trading during
any of the 30-day periods beginning on February 26 in each
of 2002, 2003, 2004 or 2005, at the applicable call price
per Unit as set forth below:
Call Period Call Price
----------- ----------
30-day Period Beginning on $16.00 per Unit
February 26, 2002
30-day Period Beginning on $18.00 per Unit
February 26, 2003
30-day Period Beginning on $20.00 per Unit
February 26, 2004
30-day Period Beginning on $22.00 per Unit
February 26, 2005
Indenture: Senior Debt Indenture, dated as of October 27, 1993,
between the Company and The Bank of New York, as
supplemented by the First Supplemental Indenture, dated as
of November 28, 1997.
Trustee: The Bank of New York.
All the provisions contained in the document entitled "Xxxxxxx Xxxxx Barney
Holdings Inc. -- Debt Securities -- Underwriting Agreement Basic Provisions" and
dated December 1, 1997 (the "Basic Provisions"), a copy of which you have
previously received, are, except as indicated below, herein incorporated by
reference in their entirety and shall be deemed to be part of this Terms
Agreement to the same extent as if the Basic Provisions had been set forth in
full herein. Terms defined in the Basic Provisions are used herein as therein
defined.
Basic Provisions varied with respect to this Terms Agreement:
(A) Notwithstanding the provisions set forth in Section 3 of the Basic
Provisions, the Company and the Underwriter hereby agree that the
Securities will be in the form of Book-Entry Notes and shall be delivered
on February 26, 1999 against payment of the purchase price to the Company
by wire transfer in immediately available funds to such accounts with such
financial institutions as the Company may direct;
(B) Section 4(j) of the Basic Provisions shall be amended and restated as
follows: "The Company will not, without the consent of Xxxxxxx Xxxxx
Xxxxxx Inc., offer or sell, or publicly announce its intention to offer or
sell, any debt securities denominated in the currency in which the
Securities are denominated having a maturity of more than one year (except
under prior contractual commitments or pursuant to bank credit agreements)
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during the period beginning the date of the Terms Agreement and ending the
business day following the Closing Date;"
(C) A new Section 5(i) shall be added to the Basic Provisions and read as
follows: "Cleary, Gottlieb, Xxxxx & Xxxxxxxx, special tax counsel to the
Company, shall have furnished to you an opinion, dated the Closing Date, as
to certain tax matters relating to the Securities, in a form reasonably
acceptable to the Underwriter," and
(D) Xxxx Xxxxxxxxxxxx, General Counsel of the Company, shall have furnished to
the Underwriter an opinion, dated the Closing Date, as to the matters
referenced in Sections 5(c) and 5(d) of the Basic Provisions.
The Underwriter hereby agrees in connection with the underwriting of the
Securities to company with the requirements set forth in any applicable sections
of Section 2720 to the By-Laws of the National Association of Securities
Dealers, Inc.
Xxxx Xxxxxxxxxxxx, Esq. is counsel to the Company. Cleary, Gottlieb, Xxxxx
& Xxxxxxxx is special tax counsel to the Company and counsel to the Underwriter.
Please accept this offer no later than 9:00 p.m. on February 23, 1999, by
signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us, or by sending us a written acceptance in the
following form:
"We hereby accept your offer, set forth in the Terms Agreement, dated
February 23, 1999, to purchase the Securities on the terms set forth therein."
Very truly yours,
XXXXXXX XXXXX BARNEY INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President
ACCEPTED:
XXXXXXX XXXXX XXXXXX HOLDINGS INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President and Treasurer
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