EXHIBIT 1.2
PRICING AGREEMENT
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October 7, 1997
Ladies and Gentlemen:
Weeks Corporation, a Georgia corporation (the "Company") and the owner of
100% of the shares of both Weeks GP Holdings, Inc. and Weeks LP Holdings, Inc.,
the general partner and a limited partner, respectively, of Weeks Realty, L.P.,
a Georgia limited partnership (the "Operating Partnership"), proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement,
dated October 7, 1997 (the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Shares
specified in Schedule II hereto (the "Designated Shares" consisting of Firm
Shares and any Optional Shares the Underwriters may elect to purchase). 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 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 or 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 Shares which are the subject of this Pricing Agreement. Each
reference to the Representatives 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 Representatives designated to
act on behalf of each of the Underwriters of the Designated Shares pursuant to
Section 12 of the Underwriting Agreement and the address of the Representatives
referred to in such Section 12 are set forth in Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, 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, (a) 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 the time and place and at the
purchase price to the Underwriters set forth in Schedule II hereto, the number
of Firm Shares set forth opposite the name of such Underwriter in Schedule I
hereto and, (b) in the event and to the extent that the Underwriters
shall exercise the election to purchase Optional Shares, as provided below, 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
the purchase price to the Underwriters set forth in Schedule II hereto that
portion of the number of Optional Shares as to which such election shall have
been exercised.
The Company hereby grants to each of the Underwriters the right to purchase
at their election up to the number of Optional Shares set forth opposite the
name of such Underwriter in Schedule I hereto on the terms referred to in the
paragraph above for the sole purpose of covering overallotments in the sale of
the Firm Shares. Any such election to purchase Optional Shares may be exercised
by written notice from the Representatives to the Company given within a period
of 30 calendar days after the date of this Pricing Agreement, setting forth the
aggregate number of Optional Shares to be purchased and the date on which such
Optional Shares are to be delivered, as determined by the Representatives, but
in no event earlier than the First Time of Delivery or, unless the
Representatives and the Company otherwise agree in writing, no earlier than two
or later than ten business days after the date of such notice.
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If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company, one for the Operating Partnership and one for
each of the Representatives plus one for each counsel counterparts hereof, and
upon acceptance hereof by you, on behalf of each of the Underwriters, this
letter and such acceptance hereof, including the provisions of the Underwriting
Agreement incorporated herein by reference, shall constitute a binding agreement
between each of the Underwriters, the Company and the Operating Partnership. It
is understood that your acceptance of this letter on behalf of each of the
Underwriters is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be submitted to the
Company for examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
WEEKS CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
WEEKS REALTY, L.P.
By: WEEKS GP HOLDINGS, INC., its
General Partner
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
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Accepted as of the date hereof:
XXXXXXX, XXXXX & CO.
X.X. XXXXXXX & SONS, INC.
XXXXXX XXXXXXX & CO., INCORPORATED
THE XXXXXXXX-XXXXXXXX COMPANY, LLC
By: Xxxxxxx, Xxxxx & Co.
/s/ Xxxxxxx, Sachs & Co.
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(Xxxxxxx, Xxxxx & Co.)
On behalf of each of the Underwriters
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SCHEDULE I
NUMBER OF NUMBER OF
FIRM SHARES OPTIONAL SHARES
UNDERWRITER TO BE PURCHASED TO BE PURCHASED
----------- --------------- ---------------
Xxxxxxx, Sachs & Co. 1,260,000 0
X.X. Xxxxxxx & Sons, Inc. 1,250,000 0
Xxxxxx Xxxxxxx & Co. Incorporated 1,250,000 0
The Xxxxxxxx-Xxxxxxxx Company, LLC 1,250,000 0
Bear, Xxxxxxx & Co. Inc. 60,000 0
BT Alex. Xxxxx Incorporated 60,000 0
Everen Securities, Inc. 60,000 0
Xxxx Xxxxx Xxxx Xxxxxx Incorporated 60,000 0
Xxxxxx Brothers Inc. 60,000 0
NationsBanc Xxxxxxxxxx Securities, Inc. 60,000 0
Xxxxxxxxxxx & Co., Inc. 60,000 0
Prudential Securities Incorporated 60,000 0
Xxxxxxxxx, Xxxxxxxx & Company, LLC 60,000 0
Wheat First Butcher Singer 60,000 0
Advest, Inc. 30,000 0
Xxxxxxxxxx & Co. Inc. 30,000 0
Xxxxxxxxxx/Xxxxxxx Xxxx Corporation 30,000 0
Xxxxxx Xxxxxxxxxx Xxxxx Inc. 30,000 0
XxXxxxxx & Company Securities, Inc. 30,000 0
XxXxxx, Xxxxx & Co., Inc. 30,000 0
Xxxxxx Xxxxxx & Company, Inc. 30,000 0
Xxxxx Xxxxxxx Inc. 30,000 0
Principal Financial Securities, Inc. 30,000 0
Xxxxxxxx Xxxxxx Refsnes, Inc. 30,000 0
Xxxxxxx Xxxxx & Associates, Inc. 30,000 0
Xxxxxx Xxxxxxx Incorporated 30,000 0
U.S. Clearing Corp. 30,000 0
--------- -----
TOTAL 6,000,000 0
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SCHEDULE II
TITLE OF DESIGNATED SHARES:
8% Series A Cumulative Redeemable Preferred Stock, par value $.01 per share,
liquidation preference $25.00 per share ("Preferred Stock").
TERMS OF PREFERRED STOCK:
As set forth in the Articles of Amendment to the Company's Articles of
Incorporation, a copy of which is attached hereto as Exhibit A.
NUMBER OF DESIGNATED SHARES:
Number of Firm Shares: 6,000,000
Number of Optional Shares: 0
INITIAL OFFERING PRICE TO PUBLIC:
$25 per Share.
PURCHASE PRICE BY UNDERWRITERS:
$24.2125 per Share.
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FORM OF DESIGNATED SHARES:
Definitive form, to be made available for checking at least twenty-four hours
prior to the Time of Delivery at the office of The Depository Trust Company or
its designated custodian.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds.
BLACKOUT PROVISIONS:
Beginning from the date of this Pricing Agreement and continuing to and
including the date 90 days after the date of this Pricing Agreement, the Company
agrees with each of the Underwriters not to offer, sell, contract to sell or
otherwise dispose of any securities of the Company (other than pursuant to
employee stock option plans existing on, restricted stock awards to employees
granted prior to, or upon the conversion of convertible or exchangeable
securities outstanding as of, the date of this Pricing Agreement) that are
substantially similar to the shares of Preferred Stock or which are convertible
or exchangeable into securities which are substantially similar to the shares of
Preferred Stock, without the prior written consent of the Designated
Representatives.
TIME OF DELIVERY:
9:30 a.m. (New York City time), October 10, 1997.
CLOSING LOCATION:
The offices of Xxxxxxxx & Xxxxxxxx,
000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Xxxxxxx, Sachs & Co.
X.X. Xxxxxxx & Sons, Inc.
Xxxxxx Xxxxxxx & Co. Incorporated
The Xxxxxxxx-Xxxxxxxx Company, LLC
Address for Notices:
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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