EXHIBIT 1.1
UNDERWRITING AGREEMENT
May 14, 1999
Xxxxxxxxx World Industries, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxx 00000
Dear Sirs and Mesdames:
We (the "Manager") are acting on behalf of the underwriter or underwriters
(including ourselves) named below (such underwriter or underwriters being herein
called the "Underwriters"), and we understand that Xxxxxxxxx World Industries,
Inc., a Pennsylvania corporation (the "Company"), proposes to issue and sell
$200,000,000 aggregate initial offering price of 7.45% Senior Notes due May 15,
2029 (the "Debt Securities"). The Debt Securities are also referred to herein
as the Offered Securities. The Debt Securities will be issued pursuant to the
provisions of an Indenture dated as of December 23, 1998 (the "Indenture")
between the Company and The First National Bank of Chicago, as Trustee (the
"Trustee").
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company hereby agrees to sell to the several Underwriters, and each
Underwriter agrees, severally and not jointly, to purchase from the Company the
principal amount of Debt Securities set forth below opposite their names at a
purchase price of 99.007% of the principal amount of Debt Securities, plus
accrued interest, if any, from May 19, 1999 to the date of payment and delivery:
---- -----------------------------------
Name Principal Amount of Debt Securities
Xxxxxxx Xxxxx Xxxxxx Inc............................... $ 80,000,000
X.X. Xxxxxx Securities Inc............................. 80,000,000
BancOne Capital Markets, Inc........................... 13,334,000
Barclays Capital....................................... 13,333,000
------------
HSBC Securities, Inc................................... 13,333,000
------------
Total............................................. $200,000,000
The Underwriters will pay for the Offered Securities upon delivery thereof
at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx, 00000 at 10:00 a.m. New York time on May 19, 1999 , or at such other time,
not later than 5:00 p.m. New York time on May 26, 1999, as shall be designated
by the Manager. The time and date of such payment and delivery are hereinafter
referred to as the Closing Date.
The Offered Securities shall have the terms set forth in the Prospectus
dated March 16, 1999 and the Prospectus Supplement dated May 14, 1999, including
the following:
Terms of Debt Securities
Maturity Date: May 15, 2029
Interest Rate: 7.45%
Redemption Provisions: Not redeemable prior to maturity
Interest Payment Dates: May 15 and November 15, commencing
November 15, 1999.
Interest accrues from
May 19, 1999.
Form and Denomination: Registered form in minimum denominations
of $1,000.
Price to Public: 99.882%
Settlement and Trading: Book-entry only through DTC. The Offered
Securities will trade in DTC's same day funds settlement system
Other Terms: N/A
All provisions contained in the document entitled Xxxxxxxxx World
Industries, Inc. Underwriting Agreement Standard Provisions (Debt Securities and
Preferred Stock) dated May 14, 1999, a copy of which is attached hereto, are
herein incorporated by reference in their 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, except that (i) if any term defined in such document is
otherwise defined herein, the definition set forth herein shall control, (ii)
all references in such document to a type of security that is not an Offered
Security shall not be deemed to be a part of this Agreement, (iii) all
references in such document to a type of agreement that has not been entered
into in connection with the transactions contemplated hereby shall not be deemed
to be a part of this Agreement and (iv) all costs and expenses incident to the
printing and delivery to the Underwriters of any preliminary prospectus and the
Prospectus and any amendments or supplements thereto shall be borne by the
Underwriters.
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The Company and the Underwriters agree that the only information furnished
by the Underwriters to the Company for inclusion in the Registration Statement
and the Prospectus consists of (i) the first sentence of the last paragraph of
text on the cover page of the Prospectus Supplement and (ii) the third
paragraph, the second, third and fourth sentences of the fifth paragraph and the
sixth paragraph under the caption "Underwriters".
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
XXXXXXX XXXXX XXXXXX INC.
Acting severally on behalf of itself
and the several Underwriters named herein
/s/ Xxxxxxxxx Xxxx
By:_________________________
Name: Xxxxxxxxx Xxxx
Title: Managing Director
Accepted:
Xxxxxxxxx World Industries, Inc.
/s/ Xxxxxx X. Case
By:________________________
Name: Xxxxxx X. Case
Title: Vice President
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