EXHIBIT 1.1
PURCHASE AGREEMENT
H. F. AHMANSON & COMPANY March 19, 1997
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer
The undersigned agrees to purchase the following principal amount of the
Notes described in the Distribution Agreement dated April 4, 1995 (as it may be
supplemented or amended from time to time, the "Distribution Agreement"):
PRINCIPAL AMOUNT: $40,000,000
INTEREST RATE: 6.15%
STATED MATURITY: MARCH 24, 1998
INTEREST PAYMENT DATES: June 15, 1997 and December 15, 1997
REGULAR RECORD DATES: May 31, 1997 and November 30, 1997
PRICE TO PUBLIC Varying prices related to prevailing market
prices at the time of sale.
DISCOUNT: .125% of Principal Amount
(Concession: .125% of Principal Amount,
Reallowance: 0% of Principal Amount)
AGGREGATE PRICE TO BE PAID TO
COMPANY (IN IMMEDIATELY
AVAILABLE FUNDS): $39,950,000
SETTLEMENT DATE: March 24, 1997
Terms defined in the Prospectus relating to the Notes and in the
Distribution Agreement shall have the same meaning when used herein.
Our obligation to purchase Notes hereunder is subject to the continued
accuracy of your representations and warranties contained in the Distribution
Agreement and to your performance and observance of all applicable covenants and
agreements contained therein, including, without limitation, your obligations
pursuant to Section 7 thereof. Our obligation hereunder is subject to the
further condition that we shall receive the certificate required to be delivered
pursuant to Section 5(f) of the Distribution Agreement.
In further consideration of our agreement hereunder, you agree that between
the date hereof and the above Settlement Date, you will not, without our prior
consent, offer or sell, or enter into any agreement to sell, any debt
securities substantially similar to
the Notes to be sold hereby, other than the Notes, which are to be sold hereby
and commercial paper, securities sold under agreements to repurchase and
borrowings under bank lines of credit in the ordinary course of business.
We may terminate this Agreement, immediately upon notice to
you, at any time prior to the Settlement Date, if prior thereto there shall have
occurred: (i) any change, or any development involving a prospective change, in
or affecting particularly the business or properties of the Company or its
subsidiaries which, in our judgment, materially impairs the investment quality
of the Notes; (ii) any downgrading in the rating of any debt securities or
preferred stock of the Company by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act); (iii)
either Standard and Poor's Corporation or Xxxxx'x Investors Service, Inc. shall
have publicly announced that it has under surveillance or review, with possible
negative implications, its ratings of any of the Company's debt securities or
preferred stock; (iv) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange, or any setting of minimum
prices for trading on such exchange, or any suspension of trading of any
securities of the Company on any exchange or in the over-the-counter market; (v)
a general moratorium on commercial banking activities in New York or California
declared by either Federal or applicable state authorities; or (vi) the outbreak
or escalation of major hostilities involving the United States or the
declaration by the United States of a national emergency or war, if the effect
of any such event specified in Clauses (i) or (vi) in our judgment makes it
impracticable to proceed with the solicitation of offers to purchase Notes or
the purchase of Notes from the Company as principal pursuant to this Purchase
Agreement, as the case may be, or you are unable to provide the certificate
referred to in the second preceding paragraph. In the event of such termination,
no party shall have any liability to the other party hereto, except as provided
in Sections 4, 7 and 12 of the Distribution Agreement.
This Agreement shall be governed by and construed in
accordance with the laws of New York.
BEAR, XXXXXXX & CO. INC.
By:
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ACCEPTED
H. F. AHMANSON & COMPANY
By:
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