Exhibit 1.1
PRICING AGREEMENT
Xxxxxx Xxxxxxx & Co. Incorporated
Chase Securities Inc.
Salomon Brothers Inc
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 5, 1998
Dear Sirs:
Xxxxx Xxxxxxxx U.S.A., Inc. (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement Standard
Provisions filed as an exhibit to the combined registration statement on Form
S-3 of the Company and Xxxxx Xxxxxxxx Corporation ("Parent") (No.
333-48355/48355-01) (the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule IIA and Schedule IIB hereto (the "Designated Securities").
The Designated Securities shall be guaranteed by Parent pursuant to a Guarantee
attached to the Designated Securities. 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
with respect to the Prospectus in Paragraph 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
Securities which are the subject of this Pricing Agreement. Each reference to
the Underwriters 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 address of the Underwriters referred to in such Paragraph
12 is set forth at the end of Schedule II hereto.
A supplement to the Prospectus relating to the Designated Securities,
in the form heretofore delivered to the Representatives is now proposed be filed
with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement 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,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us two 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 among each of the Underwriters,
Parent and the Company.
Very truly yours,
XXXXX XXXXXXXX U.S.A., INC.
BY:/s/ Xxxxxxxx M.T. Ng
----------------------------
XXXXX XXXXXXXX CORPORATION
BY:/s/ Xxxxxxxx M.T. Ng
----------------------------
Accepted as of the date hereof:
XXXXXX XXXXXXX & CO. INCORPORATED
By:/s/ Xxxxxx X. Xxxxxxxxxx III
-------------------------------------
On behalf of each of the Underwriters
SCHEDULE I
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
OF 2003 NOTES OF 2008 NOTES
UNDERWRITER TO BE PURCHASED TO BE PURCHASED
----------- --------------- ---------------
Xxxxxx Xxxxxxx & Co.
Incorporated................. $137,500,000 $110,000,000
Chase Securities Inc......... $ 56,250,000 $ 45,000,000
Salomon Brothers Inc......... $ 56,250,000 $ 45,000,000
Total........................ $250,000,000 $200,000,000
============== ============
SCHEDULE IIA
TITLE OF DESIGNATED SECURITIES:
6.50% Notes due 2003 (the "2003 Notes")
AGGREGATE PRINCIPAL AMOUNT:
$250,000,000
PRICE TO PUBLIC:
99.848% of the principal amount of the 2003 Notes, plus accrued
interest, if any, from May 8, 1998
PURCHASE PRICE BY UNDERWRITERS:
99.248% of the principal amount of the 2003 Notes, plus accrued
interest, if any, from May 8, 1998
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal/Immediately available funds
INDENTURE:
Indenture, dated as of May 1, 1998, between the Company, Parent and The
Chase Manhattan Bank, as Trustee
MATURITY:
June 1, 2003
INTEREST RATE:
6.50%
Interest will be computed on the basis of a 360-day year of twelve
30-day months
The 2003 Notes will bear interest from May 8, 1998
INTEREST PAYMENT DATES:
June 1 and December 1 of each year, commencing December 1, 1998
REGULAR RECORD DATES:
May 15 and November 15
REDEMPTION PROVISIONS:
The 2003 Notes may be redeemed at the option of Parent, in whole but
not in part, upon certain changes in tax law as specified in Section
1305 of the Indenture
The 2003 Notes will also be redeemable as a whole or in part, at the
option of the Company at any time, at a redemption price equal to the
greater of (1) 100% of their principal amount or (2) the sum of the
present values of the remaining scheduled payments of principal and
interest thereon discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as such term is defined in the Prospectus
Supplement, dated the date hereof, relating to the offering of the 2003
Notes) plus 10 basis points, plus in the case of each of clause (1) and
(2) accrued interest to the date of redemption
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE:
Sections 403 and 1010 of the Indenture will apply to the 2003 Notes
FORM OF THE NOTES:
The 2003 Notes shall be Global Notes (as defined in the Indenture)
TIME OF DELIVERY:
9:00 a.m., New York City time, May 8, 1998
CLOSING LOCATION:
Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
NAMES AND ADDRESSES OF UNDERWRITERS:
Underwriters: Xxxxxx Xxxxxxx & Co. Incorporated
Chase Securities Inc.
Salomon Brothers Inc
Address for
Notices, etc.: c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
OTHER TERMS:
1. Paragraph 2 of the Underwriting Agreement is hereby amended by
adding the following representations:
(p) The Stock Purchase Agreement, dated as of January 31, 1998
("USA Purchase Agreement"), by and among
Parent, the Company, Xxxxx Xxxxxxxx (Eastern Hemisphere)
Limited ("THEH") and Pepe Jeans London Corporation has been
duly authorized, executed and delivered by the Company, Parent
and THEH, and a true and correct copy of which has been
delivered to the Underwriters.
(q) A true and correct copy of the Share Purchase Agreement,
dated as of January 26, 1998 (the "Canada Purchase
Agreement"), between Lawvest Holdings Inc. and Pepe Jeans USA,
Inc. has been delivered to the Underwriters.
2. Paragraph 5 of the Underwriting Agreement is hereby amended by
adding the following condition:
(h) The transactions contemplated by the USA Purchase
Agreement and the Canada Purchase Agreement shall be
consummated substantially simultaneously with the closing of
the transactions contemplated by this Pricing Agreement; and
the USA Purchase Agreement and Canada Purchase Agreement shall
not have been amended, modified or waived with respect to any
material matter since their respective dates.
IIA-3
SCHEDULE IIB
TITLE OF DESIGNATED SECURITIES:
6.85% Notes due 2008 (the "2008 Notes")
AGGREGATE PRINCIPAL AMOUNT:
$200,000,000
PRICE TO PUBLIC:
99.755% of the principal amount of the 2008 Notes, plus accrued
interest, if any, from May 8, 1998
PURCHASE PRICE BY UNDERWRITERS:
99.105% of the principal amount of the 2008 Notes, plus accrued
interest, if any, from May 8, 1998
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal/Immediately available funds
INDENTURE:
Indenture, dated as of May 1, 1998, between the Company, Parent and The
Chase Manhattan Bank, as Trustee
MATURITY:
June 1, 2008
INTEREST RATE:
6.85%
Interest will be computed on the basis of a 360-day year of twelve
30-day months
The 2008 Notes will bear interest from May 8, 1998
INTEREST PAYMENT DATES:
June 1 and December 1 of each year, commencing December 1, 1998
REGULAR RECORD DATES:
May 15 and November 15
REDEMPTION PROVISIONS:
The 2008 Notes may be redeemed at the option of Parent, in whole but
not in part, upon certain changes in tax law as specified in Section
1305 of the Indenture
The 2008 Notes will also be redeemable as a whole or in part, at the
option of the Company at any time, at a redemption price equal to the
greater of (1) 100% of their principal amount or (2) the sum of the
present values of the remaining scheduled payments of principal and
interest thereon discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as such term is defined in the Prospectus
Supplement, dated the date hereof, relating to the offering of the 2008
Notes) plus 15 basis points, plus in the case of each of clause (1) and
(2) accrued interest to the date of redemption
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE:
Sections 403 and 1010 of the Indenture will apply to the 2008 Notes
FORM OF THE NOTES:
The 2008 Notes shall be Global Notes (as defined in the Indenture)
TIME OF DELIVERY:
9:00 a.m., New York City time, May 8, 1998
CLOSING LOCATION:
Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
NAMES AND ADDRESSES OF UNDERWRITERS:
Underwriters: Xxxxxx Xxxxxxx & Co. Incorporated
Chase Securities Inc.
Salomon Brothers Inc
Address for
Notices, etc.: c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
OTHER TERMS:
1. Paragraph 2 of the Underwriting Agreement is hereby amended by
adding the following representations:
(p) The Stock Purchase Agreement, dated as of January 31, 1998
("USA Purchase Agreement"), by and among
Parent, the Company, Xxxxx Xxxxxxxx (Eastern Hemisphere)
Limited ("THEH") and Pepe Jeans London Corporation has been
duly authorized, executed and delivered by the Company, Parent
and THEH, and a true and correct copy of which has been
delivered to the Underwriters.
(q) A true and correct copy of the Share Purchase Agreement,
dated as of January 26, 1998 (the "Canada Purchase
Agreement"), between Lawvest Holdings Inc. and Pepe Jeans
USA, Inc. has been delivered to the Underwriters.
2. Paragraph 5 of the Underwriting Agreement is hereby amended by
adding the following condition:
(h) The transactions contemplated by the USA Purchase
Agreement and the Canada Purchase Agreement shall be
consummated substantially simultaneously with the closing of
the transactions contemplated by this Pricing Agreement; and
the USA Purchase Agreement and Canada Purchase Agreement shall
not have been amended, modified or waived with respect to any
material matter since their respective dates.
IIB-3