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EXHIBIT 1.1
XXXXXX XXXXX SECURITIES, INC.
000 XXXXXX XXXX XXXXX, XXXXX 000
XXXXXX XXXXX, XXXXXXXXXX 00000
STANDARD DEALER AGREEMENT
Dear Sirs:
In connection with this public offering by Amcor Capital Corporation, a
Delaware corporation (the "Company"), of 650,000 Shares of its $10.00 Series A
9% Convertible Preferred Stock and the underwriters' over-allotment option to
purchase up to 97,500 additional shares (the "Offering") underwritten by a group
of underwriters (the "Underwriters") represented by us, you may be offered the
opportunity to purchase a portion of such securities, as principal, at a
discount from the offering price representing a selling concession or
reallowance granted as consideration for services rendered by you in the sale of
such securities. We request that you agree to the following terms and
provisions, and make the following representations, which, together with any
additional terms and provisions set forth in any wire or letter sent to you in
connection with the Offering, will govern all such purchases of the securities
and the reoffering thereof by you.
Your subscription to, or purchase of, such securities will constitute
your reaffirmation of this Agreement.
1. When we are acting as representative (the "Representative") of the
Underwriters in offering securities to you, it should be understood that all
offers are made subject to prior sale of the subject securities, when, as and if
such securities are delivered to and accepted by the Underwriters and subject to
the approval of legal matters by their counsel. In such cases, any order from
you for the securities will be strictly subject to confirmation and we reserve
the right in our uncontrolled discretion to reject any order in whole or in
part. Upon release by us, you may reoffer such securities at the offering price
fixed by us. With our consent, you may allow a discount, not in excess of the
reallowance fixed by us, in selling such securities to other dealers, provided
that in doing so you comply with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. (the "NASD"). Upon our request, you will
advise us of the identity of any dealer to whom you allow such a discount and
any Underwriter or dealer from whom you receive such a discount. After the
securities are released for sale to the public, we may vary the offering price
and other selling terms.
2. You represent that you are a dealer actually engaged in the
investment banking or securities business and that you are either (i) a member
in good standing of the NASD or (ii) a dealer with its principal place of
business located outside the United States, its territories or possessions and
not registered under the Securities Exchange Act of 1934 (a "non-member
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foreign dealer") or (iii) a bank not eligible for membership in the NASD. If you
are a non-member foreign dealer, you agree to make no sales of securities within
the United States, its territories or its possessions or to persons who are
nationals thereof or residents therein. Non-member foreign dealers and banks
agree, in making any sales, to comply with the NASD's interpretation with
respect to free-riding and withholding. In accepting a selling concession where
we are acting as Representative of the Underwriters, in accepting a reallowance
from us whether or not we are acting as such Representative, and in allowing a
discount to any other person, you agree to comply with the provisions of Section
2740 of the Conduct Rules of the NASD (the "Conduct Rules"), and, in addition,
if you are a non-member foreign dealer or bank, you agree to comply, as though
you were a member of the NASD, with the provisions of Sections 2730 and 2750 of
the Conduct Rules and to comply with Section 2420 of the Conduct Rules as that
Section applies to a non-member foreign dealer or bank. You represent that you
are fully familiar with the above provisions of the Conduct Rules of the NASD.
3. The securities will have been registered under the Securities Act
of 1933 (the "1933 Act"). In offering and selling the securities, you are not
authorized to give any information or make any representation not contained in
the prospectus relating to such registration. You confirm that you are familiar
with the rules and policies of the Securities and Exchange Commission relating
to the distribution of preliminary and final prospectuses, and you agree that
you will comply therewith in any offering covered by this Agreement. As
Representative of the Underwriters, we will make available to you, to the extent
made available to us by the issuer of the securities, such number of copies of
the prospectus or offering documents, as you may reasonably request.
4. You agree that you will not sell any of the securities to any
account over which you have discretionary authority.
5. Payment for securities purchased by you is to be made at our
office, located at 000 Xxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxxxx
00000 (or at such other place as we may advise), at the offering price less the
concession allowed to you, on such date as we may advise, by certified or
official bank check in clearing house funds (or such other funds as we may
advise), payable to our order, against delivery of the securities to be
purchased by you. We shall have authority to make appropriate arrangements for
payment for and/or delivery through the facility of a depository or similar
facility for the securities.
6. In the event that, prior to the completion of the distribution of
the securities covered by this Agreement, we purchase in the open market or
otherwise any securities delivered to you, if we are acting as Representative of
the Underwriters, you agree to repay to us for the accounts of the Underwriter
the amount of the concession allowed to you plus brokerage commissions and any
transfer taxes paid in connection with such purchase.
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7. At any time prior to the completion of the distribution of the
securities covered by this Agreement you will, upon our request as
Representative of the Underwriters, report to us the amount of securities
purchased by you which then remains unsold and will, upon our request, sell to
us for the account of one or more of the Underwriters such amount of such unsold
securities as we may designate, at the offering price less an amount to be
determined by us not in excess of the concession allowed to you.
8. If we are acting as representative of the Underwriters, upon
application to us, we will inform you of the states and other jurisdictions of
the United States in which it is believed that the securities being offered are
qualified for sale under, or are exempt from the requirements of, their
respective securities laws, but we assume no responsibility with respect to your
right to sell securities in any jurisdiction.
9. You agree that in connection with any offering of securities
covered by this Agreement you will comply with the applicable provisions of the
1933 Act and the 1934 Act and the applicable rules and regulations of the
Securities and Exchange Commission thereunder, the applicable rules and
regulations of the NASD, and the applicable rules of any securities exchange
having jurisdiction over the offering.
10. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the Offering. We shall be
under no liability to you except for our lack of good faith and for obligations
assumed by us in this Agreement, except that you do not waive any rights that
you may have under the 1933 Act or the rules and regulations thereunder.
11. Any notice from us shall be deemed to have been duly given if
mailed or transmitted by any standard form of written telecommunications to you
at the above address or at such other address as you shall specify to us in
writing.
12. With respect to the offering of securities covered by this
Agreement, the price restrictions contained in Paragraph 1 hereof and the
provisions of paragraphs 6 and 7 hereof shall terminate as to such offering at
the close of business on the 45th day after the securities are released for sale
or, as to any or all such provisions, at such earlier time as we may advise. All
other provisions of this Agreement shall remain operative and in full force and
effect with respect to such offering.
13. You shall comply with the provisions of Rule 2720 of the Conduct
Rules of the NASD and, in regard thereto, you and your associated persons,
parent and affiliates do not, in the aggregate, beneficially own (i) 10% or more
of the outstanding subordinated debt of the Company; (ii) 10% or more of the
common equity (including the Common Stock) of the
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Company; or (iii) 10% or more of the preferred equity (including the Series A
and the Series B Preferred Stock) of the Company.
14. You shall comply with the provisions of Rules 2730 and 2750 of the
Conduct Rules of the NASD.
15. You do not have any direct or indirect affiliation or association
with any officer, director or five percent (5%) or greater shareholder of the
Company.
16. This Agreement shall be governed by the laws of the State of
California.
17. This Agreement may be executed in any number of counterparts, each
of which, when taken together, shall be deemed a fully executed agreement
between the parties.
Please confirm your agreement hereto by signing the enclosed duplicate
copy hereof in the place provided below and returning such signed duplicate copy
to us at 000 Xxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxxxx 00000,
Attention: Xxxx X. Xxxxx, President. Upon receipt thereof, this instrument and
such signed duplicate copy will evidence the agreement between us.
Very truly yours,
XXXXXX XXXXX SECURITIES, INC.
By:
CONFIRMED AND ACCEPTED AS OF
THE DAY OF , 1997.
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Name of Dealer
Authorized Officer or Partner
(if not Officer or Partner, attach
copy of Instrument of Authorization)
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