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Exhibit 99.2
PRICING AGREEMENT
XXXXXXX, XXXXX & CO. November 13, 1998
XXXXXX XXXXXXX & CO. INCORPORATED
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
XXXXXXX XXXXX BARNEY INC.
as representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
XXXXXX X. XXXXXXX & SONS, INC., an Indiana corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement General Terms and Conditions attached hereto, to issue
and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
securities specified in Schedule II hereto (the "Firm Designated Securities"),
and, at the election of the Underwriters, up to all of the aggregate principal
amount of additional securities specified on Schedule II hereto (the "Optional
Designated Securities" and, together with Firm Designated Securities, the
"Designated Securities"). The Designated Securities will be guaranteed (the
"Guarantees") as to payment of principal and interest, if any, by THE SEAGRAM
COMPANY LTD., a Canadian corporation (the "Guarantor"). Each of the provisions
of the Underwriting Agreement General Terms and Conditions 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.
Each reference to the Representatives herein and in the provisions of the
Underwriting Agreement General Terms and Conditions so incorporated by reference
shall be deemed to refer to you. Terms defined in the Underwriting Agreement
General Terms and Conditions are used herein as therein defined. The
Representatives designated to act on behalf of each of the Underwriters of the
Designated Securities pursuant to Section 12 of the Underwriting Agreement
General Terms and Conditions and the address of the Representatives referred to
in such Section 12 are set forth in Schedule II hereto.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement General Terms and Conditions incorporated herein by
reference, 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, (a) the principal amount of Firm Designated
Securities 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 Designated Securities as provided below, that
portion of the Optional Designated Securities as to which such election shall
have been exercised, determined by multiplying such number of Optional
Designated Securities by a fraction, the numerator of which is the maximum
number of Optional Designated Securities which such Underwriter is entitled to
purchase as set forth opposite the name of such Underwriter in Schedule I hereto
and the denominator of which is the maximum number of Optional Designated
Securities that all of the Underwriters are entitled to purchase hereunder less
(c) the principal amount of Designated Securities covered by Delayed Delivery
Contracts, if any, as may be specified in such Schedule II.
The Company hereby grants to the Underwriters the right to purchase at
their election up to all of the Optional Designated Securities, at the purchase
price set forth on Schedule II hereto, for the sole purpose of covering over
allotments in the sale of the Firm Designated Securities. Any such election to
purchase Optional Designated Securities may be exercised as set forth on
Schedule II.
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.
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If the foregoing is in accordance with your understanding, please sign
and return to us ten 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 General Terms and
Conditions incorporated herein by reference, shall constitute a binding
agreement between each of the Underwriters and the Company. 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,
XXXXXX X. XXXXXXX & SONS, INC.
By: /s/ Xxxx X. Xxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President and Treasurer
Accepted as of the date hereof:
XXXXXXX, SACHS & CO.
XXXXXX XXXXXXX & CO. INCORPORATED
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
XXXXXXX XXXXX BARNEY INC.
By: /s/ Xxxxxxx, Xxxxx & Co.
-----------------------------------
(Xxxxxxx, Sachs & Co.)
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Managing Director
On behalf of themselves and of each of the Underwriters
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SCHEDULE I
Principal amount
of Optional
Principal Amount of Designated Securities
Firm Designated to be Purchased
Securities to be if Maximum
Underwriter Purchased Option Exercised
----------- ------------------- -------------------
Xxxxxxx, Sachs & Co. ........................ $ 62,500,000 $ 6,250,000
Xxxxxx Xxxxxxx & Co. Incorporated ........... 62,000,000 6,200,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated .......................... 62,000,000 6,200,000
PaineWebber Incorporated .................... 62,000,000 6,200,000
Prudential Securities Incorporated .......... 62,000,000 6,200,000
Xxxxxxx Xxxxx Barney Inc. ................... 62,000,000 6,200,000
Bear, Xxxxxxx & Co. Inc. .................... 7,500,000 750,000
Credit Suisse First Boston Corporation ...... 7,500,000 750,000
X.X. Xxxxxxx & Sons, Inc. ................... 7,500,000 750,000
EVEREN Securities, Inc. ..................... 7,500,000 750,000
XX Xxxxx Securities Corporation ............. 7,500,000 750,000
ABN AMRO Incorporated ....................... 3,750,000 375,000
BNY Capital Markets, Inc. ................... 3,750,000 375,000
Chase Securities Inc. ....................... 3,750,000 375,000
Commerzbank Capital Markets Corporation ..... 3,750,000 375,000
Deutsche Bank Securities Inc. ............... 3,750,000 375,000
First Chicago Capital Markets, Inc. ......... 3,750,000 375,000
ING Baring Xxxxxx Xxxx LLC .................. 3,750,000 375,000
NationsBanc Xxxxxxxxxx Securities LLC ....... 3,750,000 375,000
Xxxxxxx Xxxxx Securities Inc. ............... 3,750,000 375,000
RBC Dominion Securities Corporation ......... 3,750,000 375,000
Scotia Capital Markets (USA) Inc. ........... 3,750,000 375,000
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Advest, Inc. ................................ 1,875,000 187,500
Xxxxxx X. Xxxxx & Co. Incorporated .......... 1,875,000 187,500
Xxxxxxxx & Partners, L.P. ................... 1,875,000 187,500
X.X. Xxxxxxxx & Co. ......................... 1,875,000 187,500
Xxxx Xxxxxxxx Xxxxxxx ....................... 1,875,000 187,500
Xxxxxxxxxx & Co. Inc. ....................... 1,875,000 187,500
Fidelity Capital Markets .................... 1,875,000 187,500
Gruntal & Co., L.L.C ........................ 1,875,000 187,500
Interstate/Xxxxxxx Xxxx Corporation ......... 1,875,000 187,500
Xxxxxx Xxxxxxxxxx Xxxxx Inc. ................ 1,875,000 187,500
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated ........ 1,875,000 187,500
XxXxxxxx & Company Securities, Inc. ......... 1,875,000 187,500
XxXxxx, Xxxxx & Co., Inc. ................... 1,875,000 187,500
Xxxxxx Xxxxxx & Company, Inc. ............... 1,875,000 187,500
Olde Discount Corporation ................... 1,875,000 187,500
Xxxxx Xxxxxxx Inc. .......................... 1,875,000 187,500
Xxxxxxx Xxxxx & Associates, Inc. ............ 1,875,000 187,500
The Xxxxxxxx-Xxxxxxxx Company, LLC .......... 1,875,000 187,500
Xxxxx Capital Markets ....................... 1,875,000 187,500
Xxxxxxx Xxxxxx & Co., Inc. .................. 1,875,000 187,500
Sutro & Co. Incorporated .................... 1,875,000 187,500
TD Securities (USA) Inc. .................... 1,875,000 187,500
Trilen International Inc. ................... 1,875,000 187,500
Xxxxxx Xxxxxxx Incorporated ................. 1,875,000 187,500
Xxxxxxxx Capital Partners, L.P. ............. 1,875,000 187,500
Wheat First Securities, Inc. ................ 1,875,000 187,500
------------ ------------
Total ..................... $500,000,000 $ 50,000,000
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
8.00% Senior Quarterly Income Debt Securities due 2038
AGGREGATE PRINCIPAL AMOUNT OF FIRM DESIGNATED SECURITIES:
$500,000,000
AGGREGATE PRINCIPAL AMOUNT OF OPTIONAL DESIGNATED SECURITIES:
$50,000,000
FORM AND DENOMINATIONS:
Global Securities registered in the name of The Depository Trust
Company or its nominee.
PRICE TO PUBLIC:
100% of principal amount of the Designated Securities, plus accrued
interest from November 20, 1998, if any.
PURCHASE PRICE BY UNDERWRITERS:
96.85% of the principal amount of the Designated Securities, plus
accrued interest from November 20, 1998, if any.
SPECIFIED METHOD AND FUNDS FOR PAYMENT OF PURCHASE PRICE:
By wire transfer in immediately available funds.
INDENTURE:
Indenture, dated as of September 15, 1991, among the Company, the
Guarantor and The Bank of New York, as Trustee.
EXERCISE OF OVERALLOTMENT OPTIONS:
Any election by the Underwriters to purchase Optional Designated
Securities may be exercised only by written notice from the Designated
Representatives named below to the Company given within a period of 30 calendar
days after the date of the Pricing Agreement, setting forth the aggregate number
of Optional Designated Securities to be purchased and the date on which such
Optional Designated Securities are to be delivered, as determined by the
Designated Representatives but in no event earlier than the First Time of
Delivery or, unless the Designated Representatives and the Company otherwise
agree in writing, earlier than two or later than ten business days after the
date of such notice.
FIRST TIME OF DELIVERY:
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9:30 a.m., New York City time, on November 20, 1998.
TIME OF DELIVERY:
The First Time of Delivery or, with respect to the Optional Designated
Securities, the date specified by the Designated Representatives in the written
notice given by the Designated Representatives of the Underwriters' election to
purchase such Optional Designated Securities, or such other time and date as the
Designated Representatives and the Company may agree upon in writing.
CLOSING LOCATION:
Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
NAME AND ADDRESS OF REPRESENTATIVES:
Designated Representatives
Xxxxxxx, Sachs & Co.
Xxxxxx Xxxxxxx & Co. Incorporated
Address for Notices, etc.:
Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Registration Department
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Pascuicco
DEPOSITARY:
The Depository Trust Company
SECURITIES EXCHANGE:
Securities to be listed on the New York Stock Exchange
DELAYED DELIVERY:
None
MATURITY:
December 31, 2038
INTEREST RATE:
8.000%
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INTEREST PAYMENT DATES:
March 31, June 30, September 30, December 31
REDEMPTION PROVISIONS:
The Designated Securities may be redeemed, at any time on or after
November 20, 2003 and prior to maturity, upon not less than 30 days' nor more
than 60 days' notice, at a redemption price equal to 100% of the principal
amount redeemed plus accrued and unpaid interest to the date fixed for
redemption.
SINKING FUND PROVISIONS:
No sinking fund provisions
GUARANTEES:
The Designated Securities shall be guaranteed as to payment of
principal and interest by The Seagram Company Ltd.
DEFEASANCE:
The provisions of Section 1008 of the Indenture relating to defeasance
shall apply to the Designated Securities.
OTHER TERMS:
The provisions of Section 1006 of the Indenture relating to the
negative pledge shall apply to the Designated Securities.
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