HOUSEHOLD INTERNATIONAL, INC.
16,000,000 DEPOSITARY SHARES
EACH REPRESENTING ONE-FORTIETH OF A SHARE OF
7.60% CUMULATIVE PREFERRED STOCK, SERIES 2002-A
Underwriting Agreement
March 18, 2002
Xxxxxxx Xxxxx Xxxxxx Inc.
UBS Warburg LLC
X.X. Xxxxxxx & Sons, Inc.
First Union Securities, Inc.
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated
Xxxxxx Xxxxxxx & Co. Incorporated
Prudential Securities Incorporated
As Representatives of the Underwriters
c/o Xxxxxxx Xxxxx Barney Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Household International, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters"), for whom
you are acting as Representatives, an aggregate of 16,000,000 Depositary Shares
(the "Shares"), each representing one-fortieth of a share of 7.60% Cumulative
Preferred Stock, Series 2002-A, with a stated value of $1,000 per share and a
liquidation preference of $1,000 per share (the "Preferred Shares"), of the
Company. The Preferred Shares will, when issued, be deposited by the Company
against delivery of depositary receipts (the "Receipts") to be issued by
Computershare Trust Company of New York, as depositary (the "Depositary"), under
a deposit agreement (the "Deposit Agreement") to be dated as of March 18, 2002,
among the Company, the Depositary and the holders from time to time of Receipts,
which will evidence the Shares.
1. The Company represents and warrants to, and agrees with, each of
the Underwriters that:
(a) The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (No. 333-60510)
relating to securities of the Company, including the Preferred Shares and
the Shares, and the
offering thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933 (the "1933 Act") and has filed such amendments
thereto as may have been required to the date hereof. Such registration
statement, as amended, has been declared effective by the Commission, and
no stop order suspending the effectiveness of such registration statement
has been issued and no proceeding for that purpose has been instituted or
threatened by the Commission (any prospectus subject to completion included
in such registration statement or filed with the Commission pursuant to
Rule 424 of the rules and regulations of the Commission under the 1933 Act,
being hereinafter called a "Preliminary Prospectus"; the various parts of
such registration statement including all exhibits thereto and the
documents incorporated by reference in the prospectus contained in the
registration statement at the time such part of the registration statement
became effective, being hereinafter called the "Registration Statement";
the prospectus related to the Preferred Shares and the Shares, in the form
in which it has most recently been filed, or transmitted for filing with
the Commission on or prior to the date of this Agreement, being hereinafter
called the "Prospectus"; any reference herein to any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to the applicable form under the
1933 Act, as of the date of such Preliminary Prospectus or Prospectus, as
the case may be; any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed after the date of such Preliminary Prospectus
or Prospectus, as the case may be, under the Securities Exchange Act of
1934, as amended (the "1934 Act"), and incorporated by reference in such
Preliminary Prospectus or the Prospectus, as the case may be; any reference
to any amendment to the Registration Statement shall be deemed to include
any annual report of the Company filed pursuant to Section 13(a) or 15(d)
of the 1934 Act after the effective date of the Registration Statement that
is incorporated by reference in the Registration Statement; and any
reference to the Prospectus as amended or supplemented shall be deemed to
refer to the Prospectus as amended or supplemented in relation to the
Preferred Shares and the Shares in the form in which it is filed with the
Commission pursuant to Rule 424(b) under the 1933 Act in accordance with
Section 5(a) hereof, including any documents incorporated by reference
therein as of the date of such filing);
(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the 1933 Act
or the 1934 Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus and in the Prospectus as amended or
supplemented, when they become effective or are filed with the Commission,
as the case may be, will conform in all material respects to the
requirements of the 1933 Act or the 1934 Act, as applicable, and the rules
and regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in
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conformity with information furnished in writing to the Company by an
Underwriter of Shares expressly for use in the Prospectus as amended or
supplemented relating to the Preferred Shares and the Shares;
(c) The Registration Statement and the Prospectus conform, and any
amendments or supplements thereto will conform, in all material respects to
the requirements of the 1933 Act and the rules and regulations of the
Commission thereunder; the Registration Statement and any amendment thereof
(including the filing of any annual report on Form 10-K), at the time it
became effective, did not contain an untrue statement of material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and the Prospectus, at the time
the Registration Statement became effective did not, as amended or
supplemented as of the date hereof does not, and as amended or supplemented
at the Time of Delivery (as hereinafter defined) will not, contain an
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter of Shares
expressly for use in the Prospectus as amended or supplemented relating to
the Preferred Shares and the Shares;
(d) The financial statements included in the Registration Statement
and Prospectus present fairly the financial position of the Company and its
subsidiaries as of the dates indicated and the results of their operations
for the periods specified; except as otherwise stated in the Registration
Statement or Prospectus, said financial statements have been prepared in
conformity with generally accepted accounting principles applied on a basis
which is consistent in all material respects during the periods involved;
(e) Neither the Company nor any of its subsidiaries has sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any loss or interference with
its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental
action, order or decree, which is material to the Company and its
subsidiaries considered as one enterprise, otherwise than as set forth or
contemplated in the Prospectus; and, since the respective dates as of which
information is given in the Registration Statement and the Prospectus,
there has not been any material adverse change in or affecting the general
affairs or management or the consolidated financial position, shareholders'
equity or results of operations of the Company and its subsidiaries
considered as one enterprise otherwise than as set forth or contemplated in
the Prospectus;
(f) 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, lease and operate its properties and
conduct its business as described in the Registration Statement; and the
Company is duly qualified as a foreign corporation to transact business and
is in good standing in each jurisdiction in which the
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character or location of its properties or the nature or the conduct of its
business requires such qualification, except for any failures to be so
qualified or to be in good standing which, taken as a whole, are not
material to the Company and its subsidiaries considered as one enterprise;
(g) Each subsidiary of the Company which is a "significant subsidiary"
as defined in Rule 405 of Regulation C of the rules and regulations
promulgated under the 1933 Act (a "Significant Subsidiary") has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation, has corporate
power and authority to own, lease and operate its properties and conduct
its business as described in the Registration Statement and is duly
qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which the character or location of its
properties or the nature or the conduct of its business requires such
qualification, except for any failures to be so qualified or to be in good
standing which, taken as a whole, are not material to the Company and its
subsidiaries considered as one enterprise; all of the issued and
outstanding capital stock of each such Significant Subsidiary has been duly
authorized and validly issued and is fully paid and non-assessable; and the
capital stock of each such Significant Subsidiary owned by the Company,
directly or through its subsidiaries, is owned free and clear of any
mortgage, pledge, lien, encumbrance, claim or equity;
(h) The authorized, issued and outstanding capital stock of the
Company is as set forth in the Prospectus (except for subsequent
repurchases under the Company's stock repurchase program and subsequent
issuances pursuant to reservations, agreements, employee benefit plans or
the exercise of convertible securities referred to in the Prospectus); the
Preferred Shares to be issued and sold by the Company to the Underwriters
hereunder have been duly authorized for issuance and sale and when the
Receipts evidencing the Shares representing interests in such Preferred
Shares are issued and delivered against payment therefor as provided
herein, such Preferred Shares will be validly issued and fully paid and
non-assessable and will conform in all material respects to all statements
relating thereto contained in the Prospectus; and all corporate action
required to be taken for the authorization, issue and sale of the Shares
has been validly and sufficiently taken and upon deposit of the Preferred
Shares with the Depositary pursuant to the Deposit Agreement and the due
execution by the Depositary of the Deposit Agreement and the Receipts, in
accordance with the Deposit Agreement, such Shares will represent legal and
valid interests in the Preferred Shares, and the Shares will conform in all
material respects to the statements relating thereto contained in the
Prospectus;
(i) The issue and sale of the Preferred Shares and the Shares by the
Company and the compliance by the Company with all of the provisions of
this Agreement and the Deposit Agreement and the consummation of the
transactions herein and therein contemplated have been duly authorized by
all necessary corporate action and will not conflict with or constitute a
breach of, or default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company or
any of its subsidiaries pursuant to, any material contract, indenture,
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mortgage, loan agreement, note, lease or other instrument to which the
Company or any of its subsidiaries is a party or by which it or any of them
may be bound or to which any of the property or assets of the Company or
any of its subsidiaries is subject (except for conflicts, breaches or
defaults which would not, individually or in the aggregate, be materially
adverse to the Company and its subsidiaries taken as a whole or materially
adverse to the transactions contemplated by this Agreement), nor will such
action result in any violation of the provisions of the charter or by-laws
of the Company or, to the best of its knowledge, any law, administrative
regulation or administrative or court decree; and no consent, approval,
authorization or order of any court or governmental authority or agency is
required for the consummation by the Company of the transactions
contemplated by this Agreement, except such as may be required under the
1933 Act or state securities or Blue Sky laws;
(j) The Company and its Significant Subsidiaries possess adequate
certificates, authorities or permits issued by the appropriate state,
federal or foreign regulatory agencies or bodies necessary to conduct the
business now operated by them, except such certificates, authorities or
permits which are not material to such conduct of their business, and
neither the Company nor any of its Significant Subsidiaries has received
any notice of proceedings relating to the revocation or modification of any
such certificate, authority or permit which, singly or in the aggregate, if
the subject of any unfavorable decision, ruling or finding, would
materially adversely affect the conduct of the business, operations,
financial condition or income of the Company and its subsidiaries
considered as one enterprise;
(k) There are no legal or governmental proceedings pending, other than
those referred to in the Prospectus, to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any of
its subsidiaries is the subject, other than proceedings which are not
reasonably expected, individually or in the aggregate, to have a material
adverse effect on the consolidated financial position, shareholders' equity
or results of operations of the Company and its subsidiaries considered as
one enterprise; and, to the best of the Company's knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others; and
(l) To the best of the Company's knowledge, Xxxxxx Xxxxxxxx LLP, who
have certified certain financial statements of the Company and its
subsidiaries, are independent public accountants as required by the 1933
Act and the rules and regulations of the Commission thereunder.
2. Subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
a purchase price per Share of $24.2125 ($24.50 with respect to any Shares sold
to certain institutions), the number of Shares set forth opposite the name of
such Underwriter in Schedule I hereto.
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3. Upon the authorization by you of the release of the Shares, the
several Underwriters propose to offer the Shares for sale upon the terms and
conditions set forth in the Prospectus.
4. Receipts in temporary form for the Shares to be purchased by each
Underwriter hereunder, and in such denominations and registered in such names as
UBS Warburg LLC may request upon at least forty-eight hours prior notice to the
Company, shall be delivered by or on behalf of the Company to you, against
payment by you of the purchase price therefor by wire transfer of Federal (same
day) funds to the account specified by the Company to UBS Warburg LLC at least
forty-eight hours in advance. The time and date of such delivery and payment
shall be 9:00 a.m., Chicago time, on March 25, 2002, or at such other time and
date as you and the Company may agree upon in writing. Such time and date for
delivery is herein called the "Time of Delivery." Such Receipts will be made
available for checking and packaging at least twenty-four hours prior to the
Time of Delivery at the office of the Depository Trust Company or its designated
custodian.
5. The Company agrees with each of the Underwriters:
(a) To prepare the Prospectus as amended or supplemented relating to
the Preferred Shares and the Shares in a form approved by you and to
transmit for filing such Prospectus pursuant to Rule 424(b) under the 1933
Act so that it is reasonably expected that such Prospectus will be filed
not later than the Commission's close of business on the second business
day following the execution and delivery of this Agreement, to make no
further amendment or any supplement to the Registration Statement or
Prospectus as amended or supplemented prior to the Time of Delivery which
shall be disapproved by you promptly after reasonable notice thereof; to
advise you, promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or becomes effective
or any supplement to the Prospectus or any amended Prospectus has been
filed and to furnish you with copies thereof; to file promptly all reports
and any definitive proxy or information statements required to be filed by
the Company with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of the Prospectus and for so
long as the delivery of a prospectus is required in connection with the
offering or sale of the Preferred Shares and the Shares; to advise you,
promptly after it receives notice thereof, of the issuance by the
Commission of any stop order or of any order preventing or suspending the
use of any Preliminary Prospectus or prospectus, of the suspension of the
qualification of the Preferred Shares and the Shares for offering or sale
in any jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any stop order or of any
order preventing or suspending the use of any Preliminary Prospectus or
prospectus or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Preferred Shares and the Shares for
offering and sale under the
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securities laws of such jurisdictions as you may request and to comply with
such laws so as to permit the continuance of sales and dealings therein in
such jurisdictions for as long as may be necessary to complete the
distribution of the Shares, provided that in connection therewith the
Company shall not be required to qualify as a foreign corporation or to
file a general consent to service of process in any jurisdiction;
(c) To furnish you with copies of the Prospectus as amended or
supplemented relating to the Preferred Shares and the Shares in such
quantities as you may from time to time reasonably request, and, if the
delivery of a prospectus is required at any time prior to the expiration of
nine months after the time of issue of the Prospectus as amended or
supplemented in connection with the offering or sale of the Preferred
Shares and the Shares and if at such time any event shall have occurred as
a result of which such Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made when such Prospectus
is delivered, not misleading, or, if for any other reason it shall be
necessary during such period to further amend or supplement the Prospectus
as then amended or supplemented or to file under the 1934 Act any document
incorporated by reference in the Prospectus in order to comply with the
1933 Act or the 1934 Act, to notify you and to file such document and to
prepare and furnish without charge to each Underwriter and to any dealer in
securities as many copies as you may from time to time reasonably request
of an amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such compliance, and in case
any Underwriter is required to deliver a prospectus in connection with
sales of any of the Shares at any time nine months or more after the time
of issue of the Prospectus, upon your request but at the expense of such
Underwriter, to prepare and deliver to such Underwriter as many copies as
you may request of an amended or supplemented Prospectus complying with
Section 10(a)(3) of the 1933 Act;
(d) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c)
under the 0000 Xxx) an earning statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a) of
the 1933 Act and the rules and regulations thereunder (including, at the
option of the Company, Rule 158);
(e) During the period beginning from the date hereof and continuing to
and including the date seven days after the Time of Delivery, not to offer,
sell, contract to sell or otherwise dispose of any securities of the
Company (other than pursuant to employee stock option plans, on the
conversion of convertible securities outstanding on the date of this
Agreement or in connection with any acquisition described in the
Prospectus) which are substantially similar to the Preferred Shares and the
Shares, without your prior written consent;
(f) To furnish to its stockholders as soon as practicable after the
end of each fiscal year an annual report (including a balance sheet and
statements of income and
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stockholders' equity and, as required, statements of cash flow or statement
of changes in financial condition of the Company and its consolidated
subsidiaries certified by independent public accountants) and, as soon as
practicable after the end of each of the first three quarters of each
fiscal year (beginning with the fiscal quarter ending after the effective
date of the Registration Statement), consolidated summary financial
information of the Company and its subsidiaries for such quarter in
reasonable detail; and
(g) During a period of five years from the date of this Agreement, to
furnish to you copies of all reports or other communications (financial or
other) furnished to stockholders, and deliver to you as soon as they are
available, copies of any reports and financial statements furnished to or
filed with the Commission or any national securities exchange on which any
class of securities of the Company is listed.
6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Shares under the 1933 Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of processing and
reproducing this Agreement, the Deposit Agreement, the Blue Sky Memorandum and
any other documents in connection with the offering, purchase, sale and delivery
of the Preferred Shares and the Shares; (iii) all expenses in connection with
the qualification of the Shares for offering and sale under state securities
laws as provided in Section 5(b) hereof, including the fees and disbursements of
counsel for the Underwriters in connection with such qualification and in
connection with the Blue Sky survey; (iv) the cost of preparing stock
certificates and Receipts; (v) the cost and charges of any transfer agent,
registrar and Depositary; and (vi) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, Section 8 and Section 11 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
stock transfer taxes on resale of any of the Shares by them, and any advertising
expenses connected with any offers they may make.
7. The obligations of the Underwriters hereunder shall be subject, in
their discretion, to the condition that all representations and warranties and
other statements of the Company herein are, at and as of the Time of Delivery,
true and correct, the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the following additional
conditions:
(a) The Prospectus as amended or supplemented relating to the
Preferred Shares and the Shares shall have been filed with the Commission
pursuant to Rule 424(b) under the 1933 Act within the applicable time
period prescribed for such filing by the rules and regulations under the
1933 Act and in accordance with Section 5(a) hereof; no stop order
suspending the effectiveness of the Registration Statement or any part
thereof shall have been issued and no proceeding for that purpose shall
have been initiated or
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threatened by the Commission; and all requests for additional information
on the part of the Commission shall have been complied with to your
reasonable satisfaction;
(b) XxXxxxxxx, Will & Xxxxx, counsel for the Underwriters, shall have
furnished to you such opinion or opinions, dated the Time of Delivery, with
respect to the incorporation of the Company, the validity of the Preferred
Shares and the Shares being delivered at such Time of Delivery, the
Registration Statement, the Prospectus, the Prospectus as amended or
supplemented relating to the Preferred Shares and the Shares and other
related matters as you may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to
enable them to pass upon such matters;
(c) Counsel for the Company shall have furnished to you his written
opinion, dated the Time of Delivery, in form and substance satisfactory to
you, 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 power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus;
(ii) The Company has an authorized capitalization as set forth in
the Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and non-assessable;
(iii) The Company has been duly qualified as a foreign
corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such
qualification, or is subject to no material liability or disability by
reason of failure to be so qualified in any such jurisdiction;
(iv) Each Significant Subsidiary of the Company has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation; and all of the
issued shares of capital stock of each Significant Subsidiary have
been duly and validly authorized and issued, are fully paid and
non-assessable and (other than certain preferred shares issued by
Household Finance Corporation and certain other subsidiaries of the
Company) are owned directly or indirectly by the Company, free and
clear of all liens, encumbrances, equities or claims;
(v) This Agreement has been duly authorized, executed and
delivered by the Company;
(vi) The Deposit Agreement has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding agreement
of the Company enforceable in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency, reorganization or other
similar laws relating to
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or affecting the enforcement of creditors' rights generally and by
general equitable principles, regardless of whether such
enforceability is considered in a proceeding in equity or at law;
(vii) The Preferred Shares have been duly authorized, executed
and delivered and have been validly issued and are fully paid and
non-assessable and no holder thereof will be subject to personal
liability by reason of being such a holder; the Preferred Shares will
not be subject to the preemptive rights of any stockholder of the
Company and all corporate action required to be taken for the
authorization, issue and sale of the Preferred Shares and the Shares
has been validly and sufficiently taken; and, assuming the due
execution by the Depositary of the Deposit Agreement and the Receipts
in accordance with the terms of the Deposit Agreement (the Company
having deposited the Preferred Shares with the Depositary pursuant to
the Deposit Agreement), the Shares represent legal and valid interests
in the Preferred Shares; the Preferred Shares and the Shares conform
as to legal matters with the description thereof in the Prospectus, as
amended or supplemented, and any further amendment or supplement
thereto;
(viii) To the best of such counsel's knowledge and other than as
set forth in the Prospectus as amended or supplemented, there are no
legal or governmental proceedings pending to which the Company or any
of its subsidiaries is a party or of which any property of the Company
or any of its subsidiaries is the subject which, if determined
adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a material adverse effect on the
consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries considered as one
enterprise; and, to the best of such counsel's knowledge, no such
proceedings are threatened or contemplated by governmental authorities
or threatened by others;
(ix) The issue and sale of the Preferred Shares and the Shares by
the Company and the compliance by the Company with all of the
provisions of this Agreement and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a
breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument known to such counsel
to which the Company or any of its subsidiaries is a party or by which
the Company or any of its subsidiaries is bound or to which any of the
property or assets of the Company or any of its subsidiaries is
subject (except for conflicts, breaches and defaults which would not,
individually or in the aggregate, be materially adverse to the Company
and its subsidiaries considered as one enterprise), nor will such
action result in any violation of the provisions of the Certificate of
Incorporation of the Company or any statute or any order, rule or
regulation known to such counsel of any court or governmental agency
or body having jurisdiction over the Company or any of its
subsidiaries or any of their properties;
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(x) No consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body
is required for the issue and sale of the Preferred Shares and the
Shares or the consummation by the Company of the transactions
contemplated by this Agreement, except the registration under the 1933
Act of the Preferred Shares and the Shares, and such consents,
approvals, authorizations, registrations or qualifications which may
be required under state securities or Blue Sky laws in connection with
the purchase and distribution of the Shares by the Underwriters;
(xi) The documents incorporated by reference in the Prospectus as
amended or supplemented or any further amendment or supplement thereto
made by the Company prior to the Time of Delivery (other than the
financial statements and related schedules therein, as to which such
counsel need express no opinion), when they became effective or were
filed with the Commission, as the case may be, complied as to form in
all material respects with the requirements of the 1933 Act or the
1934 Act, as applicable, and the rules and regulations of the
Commission thereunder; and he has no reason to believe that any of
such documents, when such documents became effective or were so filed,
as the case may be, contained in the case of a registration statement
which became effective under the 1933 Act, an untrue statement of a
material fact, or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, or, in the case of other documents which were filed under
the 1934 Act with the Commission, an untrue statement of a material
fact or omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which
they were made when such documents were so filed, not misleading; and
(xii) The Registration Statement and the Prospectus and any
further amendments and supplements thereto made by the Company prior
to the Time of Delivery (other than the financial statements and
related schedules therein, as to which such counsel need express no
opinion) comply as to form in all material respects with the
requirements of the 1933 Act and the rules and regulations thereunder;
they have no reason to believe that, as of its effective date, the
Registration Statement or any further amendment thereto made by the
Company prior to the Time of Delivery (other than the financial
statements and related schedules therein, as to which such counsel
need express not opinion) contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or that, as
of its date, the Prospectus as amended or supplemented or any further
amendment or supplement thereto made by the Company prior to the Time
of Delivery (other than the financial statements and related schedules
therein, as to which such counsel need express no opinion) contained
an untrue statement of a material fact or omitted to state a material
fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading or that, as of
the Time of Delivery (other than the financial statements and related
schedules therein, as to which such counsel need express no opinion)
contains an
-11-
untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading; and they do not
know of any amendment to the Registration Statement required to be
filed or of any contracts or other documents of a character required
to be filed as an exhibit to the Registration Statement or required to
be incorporated by reference into the Prospectus or required to be
described in the Registration Statement or the Prospectus which are
not filed or incorporated by reference or described as required; and
(d) At the Time of Delivery, Xxxxxx Xxxxxxxx LLP or other independent
certified public accountants acceptable to the Underwriters shall have
furnished to you a letter or letters, dated the date of delivery thereof,
in form and substance satisfactory to you, to the effect set forth in Annex
I hereto;
(e) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the respective dates of the latest audited financial
statements included or incorporated by reference in the Prospectus any
material loss or interference with its business from fire, explosion, flood
or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, which is material
to the Company and its subsidiaries considered as one enterprise, otherwise
than as set forth as contemplated in the Prospectus as amended or
supplemented, and (ii) since the respective dates as of which information
is given in the Prospectus as amended or supplemented there shall not have
been any material adverse change, or any development involving a
prospective material adverse change, in or affecting the business affairs,
financial position, stockholders' equity or results of operations of the
Company and its subsidiaries considered as one enterprise otherwise than as
set forth or contemplated in the Prospectus as amended or supplemented;
(f) On or after the date hereof no downgrading shall have occurred in
the rating accorded the Company's debt securities or preferred stock by any
"nationally recognized statistical rating organization," as that term is
defined by the Commission for purposes of Rule 436(g)(2) under the 1933
Act;
(g) On or after the date hereof there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a general
moratorium on commercial banking activities in New York or Illinois
declared by either Federal or state authorities; or (iii) the outbreak or
material escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, or any
other calamity or crisis, if the effect of any such event specified in this
Clause (iii) in your judgment makes it impracticable or inadvisable to
proceed with the public offering or the delivery of the Shares being
delivered at the Time of Delivery on the terms and in the manner
contemplated in the Prospectus as amended and supplemented; and
(h) The Company shall have furnished or caused to be furnished to you
at such Time of Delivery certificates of officers of the Company
satisfactory to you as to the
-12-
accuracy of the representations and warranties of the Company herein at and
as of such Time of Delivery, as to the performance by the Company of all of
its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsections (a) and (e) of this
Section and as to such matters as you may reasonably request.
8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the 1933 Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, 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 not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall 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 in any Preliminary Prospectus, the Registration Statement
or the Prospectus or any such amendment or supplement thereto in reliance upon
and in conformity with written information furnished to the Company by an
Underwriter expressly for use therein.
(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or any amendment or supplement thereto, 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 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 any Preliminary Prospectus, the
Registration Statement or the Prospectus or any such amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company by such Underwriter expressly for use therein; and
will reimburse the Company for any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any
such action or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than under such
subsection. In
-13-
case any such action shall be brought against any indemnified party and it
shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the
extent that it shall 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 shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof
other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or action in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
one hand, and the Underwriters on the other, from the offering of the
Shares. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnified party
failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company on the
one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on
the one hand and the Underwriters on the other shall be deemed to be in the
same proportion as the total net proceeds from the offering of the Shares
purchased under this Agreement (before deducting expenses) received by the
Company bear to the total underwriting discounts and commissions received
by the Underwriters with respect to the Shares purchased under this
Agreement, in each case as set forth in the table on the cover page of the
Prospectus as amended or supplemented relating to the Preferred Shares and
the Shares. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company on the one hand or the Underwriters
on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just
and equitable if contributions pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to above in
this subsection (d). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be deemed
to include any legal or other expenses reasonably incurred by such
-14-
indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Shares underwritten by it and
distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
The Underwriters' obligations in this subsection (d) to contribute are
several in proportion to their respective underwriting obligations and not
joint.
(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions to each person, if any, who
controls any Underwriter within the meaning of the 1933 Act; and the
obligations of the Underwriters under this Section 8 shall be in addition
to any liability which the respective Underwriters may otherwise have and
shall extend, upon the same terms and conditions, to each officer and
director of the Company and to each person, if any, who controls the
Company within the meaning of the 1933 Act.
9. (a) If any Underwriter shall default in its obligation to
purchase the Shares which it has agreed to purchase hereunder, you may in
your discretion arrange for you or another party or other parties to
purchase such Shares on the terms contained herein. If within thirty-six
hours after such default by any Underwriter you do not arrange for the
purchase of such Shares, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties satisfactory to you to purchase such Shares on such terms. In the
event that, within the respective prescribed periods, you notify the
Company that you have so arranged for the purchase of such Shares, or the
Company notifies you that is has so arranged for the purchase of such
Shares, you or the Company shall have the right to postpone the Time of
Delivery for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus as amended or supplemented, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments to the Registration Statement or the Prospectus as amended or
supplemented which in your opinion may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person
substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such shares.
(b) If, after giving effect to any arrangements for the purchase of
the Shares of a defaulting Underwriter or Underwriters by you and the
Company as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased does not exceed one-eleventh of the
aggregate number of all the Shares to be purchased, then the Company shall
have the right to require each non-defaulting Underwriter to purchase the
number of Shares which such Underwriter agreed to purchase hereunder
-15-
and, in addition, to require each non-defaulting Underwriter to purchase
its pro rata share (based on the number of Shares which such Underwriter
agreed to purchase hereunder) of the Shares of such defaulting Underwriter
or Underwriters for which such arrangements have not been made; but nothing
herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of
the Shares of a defaulting Underwriter or Underwriters by you and the
Company as provided in subsection (a) above, the aggregate number of such
Shares which remains unpurchased exceeds one-eleventh of the aggregate
number of all the Shares to be purchased, or if the Company shall not
exercise the right described in subsection (b) above to require
non-defaulting Underwriters to purchase Shares of a defaulting Underwriter
or Underwriters, then this Agreement shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company,
except for the expenses to be borne by the Company and the Underwriters as
provided in Section 6 hereof and the indemnity and contribution agreements
in Section 8 hereof; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
10. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Shares.
11. If this Agreement shall be terminated pursuant to Section 9 hereof
or if the Shares to be delivered at the Time of Delivery are not purchased by
the Underwriters because a condition precedent specified in Section 7(g) is not
satisfied, the Company shall not then be under liability to any Underwriter
except as provided in Section 6 and Section 8 hereof; but, if for any other
reason, any Shares are not delivered by or on behalf of the Company as provided
herein, the Company will reimburse the Underwriters for all out-of-pocket
expenses approved in writing by you, including fees and disbursements of counsel
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of the Shares not so delivered, but the Company shall then be
under no further liability to any Underwriter in respect of the Shares not so
delivered except as provided in Section 6 and Section 8 hereof.
12. In all dealings hereunder, the parties hereto shall be entitled to
act and rely upon any statement, request, notice or agreement made or given by
Xxxxxxx Xxxxx Barney Inc. or UBS Warburg LLC on behalf of the Underwriters.
All statements, requests, notices and agreements hereunder shall be in writing,
and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you in care of Xxxxxxx Xxxxx Xxxxxx Inc. at 000
Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, N.Y. 10013, Attention: Xxxxx Xxxxx, and
UBS Warburg LLC at 000 Xxxxxxxxxx Xxxx., Xxxxxxxx, XX 00000, Attention:
Corporate Syndicate (fax: (000) 000-0000); and if to the Company shall be
delivered
-16-
or sent by mail, telex or facsimile transmission to the address of the Company
set forth in the Registration Statement, Attention: Secretary; provided, however
that any notice to an Underwriter pursuant to Section 8(c) hereof shall be
delivered or sent by mail, telex or facsimile transmission to such Underwriter
at its address set forth in its Underwriters' Questionnaire, or telex
constituting such Questionnaire, which address will be supplied to the Company
by you upon request. Any such statements, requests, notices or agreements shall
take effect at the time of receipt thereof.
13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and, to the extent provided in
Sections 8 and 10 hereof, the officers and directors of the Company and each
person who controls the Company or any Underwriter, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Shares from any Underwriter shall be deemed a successor or assign by
reason merely of such purchase.
14. Time shall be of the essence of this Agreement. As used herein,
the term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.
15. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same
instrument.
-17-
If the foregoing is in accordance with your understanding, please sign
and return to us nine counterparts hereof, and upon acceptance hereof by you,
this letter and such acceptance hereof shall constitute a binding agreement
between each of the Underwriters and the Company.
Very truly yours,
Household International, Inc.
By: /s/ X.X. Xxxxxx
--------------------------------------
Name: X.X. Xxxxxx
Title: Vice President-Corporate
Law and Assistant Secretary
Accepted as of the date hereof:
Xxxxxxx Xxxxx Xxxxxx Inc.
UBS Warburg LLC
X.X. Xxxxxxx & Sons, Inc.
First Union Securities, Inc.
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated
Xxxxxx Xxxxxxx & Co. Incorporated
Prudential Securities Incorporated
As Representatives of the Underwriters
By: Xxxxxxx Xxxxx Barney Inc.
By: /s/ Xxxxx Xxxxx
---------------------------------------
Name:Xxxxx Xxxxx
Title: Managing Director
(Underwriting Agreement - Household International, Inc. - 3/18/02)
-18-
Annex I
Pursuant to Section 7(d) of the Underwriting Agreement, Xxxxxx
Xxxxxxxx LLP shall furnish a letter or letters to the Underwriters to the effect
that:
(i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the 1933 Act and the
applicable published rules and regulations thereunder;
(ii) In their opinion, the financial statements and any supplementary
financial information and schedules examined by them and included or
incorporated by reference in the Registration Statement or the Prospectus
comply as to form in all material respects with the applicable accounting
requirements of the 1933 Act or the 1934 Act, as applicable, and the
related published rules and regulations thereunder;
(iii) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company
for the five most recent fiscal years included in the Prospectus and such
information for the five most recent fiscal years included or incorporated
by reference in Item 6 of the Company's Annual Report on Form 10-K for the
most recent fiscal year agrees with the corresponding amounts (after
restatement where applicable) in the audited consolidated financial
statements for such fiscal years which were included or incorporated by
reference in the Company's Annual Reports on Form 10-K for such fiscal
years;
(iv) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements of the
Company and its subsidiaries, inspection of the minute books of the Company
and its subsidiaries since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus,
inquiries of officials of the Company and its subsidiaries responsible for
financial and accounting matters and such other inquiries and procedures as
may be specified in such letter, nothing came to their attention that
caused them to be believe that:
(A) the unaudited condensed consolidated statement of income,
consolidated balance sheets and consolidated statements of cash flows
included or incorporated by reference in the Company's Quarterly
Reports on Form 10-Q incorporated by reference in the Prospectus, if
any, do not comply as to form in all material respects with the
applicable accounting requirements of the 1934 Act as it applied to
Form 10-Q and the related published rules and regulations thereunder
or are not in conformity with generally accepted accounting principles
applied on a basis substantially consistent with the basis for the
audited consolidated statements of cash flows included or incorporated
by reference in the Company's Annual Report on Form 10-K for the most
recent fiscal year;
(B) any other unaudited income statement data and balance sheet
items included in the Prospectus do not agree with the corresponding
items in the unaudited consolidated financial statements from which
such data and items were
derived, and any such unaudited data and items were not determined on
a basis substantially consistent with the basis for the corresponding
amounts in the audited consolidated financial statements included or
incorporated by reference in the Company's Annual Report on Form 10-K
for the most recent fiscal year;
(C) the unaudited financial statements which were not included in
the Prospectus but from which were derived the unaudited condensed
financial statements referred to in Clause (A) and any unaudited
income statement data and balance sheet items included in the
Prospectus and referred to in Clause (B) were not determined on a
basis substantially consistent with the basis for the audited
financial statements included or incorporated by reference in the
Company's Annual Report on Form 10-K for the most recent year;
(D) any unaudited pro forma consolidated condensed financial
statements included or incorporated by reference in the Prospectus do
not comply as to form in all material respects with the applicable
accounting requirements of the 1933 Act and the published rules and
regulations thereunder or the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of those
statements;
(E) as of the most recent date for which unaudited consolidated
financial statements of the Company are available, there have been any
changes in the consolidated long-term debt of the Company and its
subsidiaries or any changes in consolidated stockholders' equity, or
total assets or other items specified by the Underwriters, or any
changes in any other items specified by the Underwriters in each case
as compared with amounts shown in the latest audited balance sheet
included or incorporated by reference in the Prospectus, except in
each case for changes, increases or decreases which the Prospectus
discloses have occurred or may occur or which are described in such
letter; and
(F) for the period from the date of the latest audited financial
statements included or incorporated by reference in the Prospectus to
the specified date referred to in Clause (E) there were any changes in
consolidated net revenues, net income after provision for credit
losses or the total or primary or fully diluted per share amounts of
consolidated net income or other items specified by the Underwriters,
or any changes in any other items specified by the Underwriters, in
each case as compared with the comparable period of the preceding year
and with any other period of corresponding length specified by the
Underwriters, except in each case for increases or decreases which the
Prospectus discloses have occurred or may occur or which are described
in such letter; and
(v) In addition to the examination referred to in their report(s)
included or incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures
referred to in paragraphs (iii) and (iv) above, they have carried out
certain specified procedures, not constituting an examination in accordance
with generally accepted auditing standards, with respect to certain
-2-
amounts, percentages and financial information specified by the
Underwriters which are derived from the general accounting records of the
Company and its subsidiaries, which appear in the Prospectus (excluding
documents incorporated by reference) or in Part II of, or in exhibits and
schedules to, the Registration Statement specified by the Underwriters or
in documents incorporated by reference in the Prospectus specified by the
Underwriters, and have compared certain of such amounts, percentages and
financial information with the accounting records of the Company and its
subsidiaries and have found them to be in agreement.
-3-
SCHEDULE I
Number of
Shares to
Underwriter be Purchased
----------- ------------
Xxxxxxx Xxxxx Xxxxxx Inc.............................................................1,895,000
UBS Warburg LLC .....................................................................1,895,000
X.X. Xxxxxxx & Sons, Inc.............................................................1,887,000
First Union Securities, Inc..........................................................1,887,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated.............................................................1,887,000
Xxxxxx Xxxxxxx & Co. Incorporated....................................................1,887,000
Prudential Securities Incorporated...................................................1,887,000
Advest, Inc............................................................................120,000
Banc of America Securities LLC ........................................................120,000
CIBC World Markets Corp. ..............................................................120,000
RBC Xxxx Xxxxxxxx Inc..................................................................120,000
Deutsche Banc Alex. Xxxxx Inc..........................................................120,000
Xxxxxxxxxx & Co., Inc..................................................................120,000
Quick & Xxxxxx Inc.....................................................................120,000
Xxxxxxx Sachs & Co.....................................................................120,000
H & R Block Financial Advisors, Inc....................................................120,000
HSBC Securities (USA) Inc..............................................................120,000
McDonald Investments Inc...............................................................120,000
Xxxxxx Xxxxxx & Co., Inc...............................................................120,000
Xxxxxxx Xxxxx & Associates, Inc........................................................120,000
Suntrust Capital Markets, Inc..........................................................120,000
TD Waterhouse Investor Services, Inc. .................................................120,000
U.S. Bancorp Xxxxx Xxxxxxx Inc.........................................................120,000
Xxxxx Fargo Securities, LLC ...........................................................120,000
Xxxxxx X. Xxxxx & Co. Incorporated......................................................35,000
BB&T Capital Markets, a division of Xxxx & Stringfell, Inc..............................35,000
Bear, Xxxxxxx & Co., Inc................................................................35,000
Xxxxxxx Xxxxx & Company, L.L.C. ........................................................35,000
Credit Suisse First Boston Corporation..................................................35,000
Xxxxxxx, Xxxxxx & Co....................................................................35,000
X.X. Xxxxxxxx & Co......................................................................35,000
Xxxxxxxxx & Company LLC.................................................................35,000
Fidelity Capital Markets, a division of National Financial Services LLC.................35,000
Fifth Third Securities, Inc.............................................................35,000
Gruntal & Co., L.L.C....................................................................35,000
Xxxxxx Xxxxxxxxxx Xxxxx LLC.............................................................35,000
J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. ......................................................35,000
X.X. Xxxx & Associates, Inc.............................................................35,000
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated....................................................35,000
Mesirow Financial, Inc..................................................................35,000
Xxxxxx Xxxxxxxx & Co., Inc..............................................................35,000
Xxxxxx/Hunter Incorporated..............................................................35,000
Xxxxxx, Xxxxxxxx & Company Incorporated.................................................35,000
The Xxxxxxxx Capital Group, L.P.........................................................35,000
Xxxxxxxx Capital Partners, LP...........................................................35,000
Total...............................................................................16,000,000
==========
-2-
