Exhibit 1
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UNDERWRITING AGREEMENT
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February 1, 1996
Pacific Xxxx
000 Xxx Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
The undersigned understands that Pacific Xxxx, a California corporation (the
"Company"), proposes to issue and sell its 5 7/8% Debentures due February 15,
2006 (the "Debentures") in the aggregate principal amount of $250,000,000.
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company will sell, and the undersigned will purchase such
principal amount of Debentures at a purchase price equal to 99.237% of the
principal amount of the Debentures plus interest accrued thereon,if any, from
the date of issuance of the Debentures to the date of payment for and delivery
of the Debentures. The Debentures will be offered at a price to public equal
to 99.637% of the principal amount of the Debentures plus interest, if any,
accrued thereon from the date of issuance of the Debentures to the date of
payment for and delivery of the Debentures. The Debentures will not be
redeemable.
The Company will deliver the Debentures to The Depository Trust Company
("DTC") for the account of the Underwriter against payment of the purchase
price by Federal funds, for value, to the account of the Company at 10 A.M.,
New York time, on February 6, 1996, such time being referred to herein as the
"Closing Date." The Debentures to be so delivered will be issued as fully-
registered securities registered in the name of Cede & Co., the nominee of
DTC. One or more fully-registered global Debentures representing the
aggregate principal amount will be issued and delivered to DTC. The Company
will make the Debentures available for checking and packaging at the office of
First Trust of California or at another location acceptable to the Underwriter
not later than 2 P.M., New York time, on the business day prior to the Closing
Date. As used herein, "business day" means any day on which the New York
Stock Exchange is open for trading.
The Debentures shall have the terms set forth in the Indenture dated as of
April 7, 1993, between the Company and First Trust of California, National
Association, as Trustee, the Prospectus dated April 12, 1993 and the
Prospectus Supplement dated February 1, 1996.
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Except as otherwise provided herein, the provisions contained in the document
entitled "Form of Underwriting Agreement Standard Provisions," filed on
April 7, 1993 as Exhibit 1a to the Company's Registration Statement on
Form S-3 (No. 33-49477), a copy of which is attached hereto (the "Standard
Provisions") are incorporated herein.
Please confirm your agreement by having an authorized officer of the Company
sign this Agreement in the space set forth below and return the signed copy to
the undersigned.
This Agreement may be signed in any number of counterparts with the same
effect as if the signatures thereto and hereto were upon the same instrument.
Very truly yours,
Salomon Brothers Inc.
By:
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Xxxxxxx Xxxxxx
Vice President
The foregoing Agreement
is hereby confirmed and
accepted:
PACIFIC XXXX
By:
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Xxxxx X. Xxxxxxxxxx
Assistant Treasurer
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