1
EXHIBIT 1.2
PRICING AGREEMENT
January 28, 1998
Xxxxxx Xxxxxxx & Co. Incorporated,
Xxxxxxx, Sachs & Co.,
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated,
X.X. Xxxxxx Securities Inc.,
c/o Morgan Xxxxxxx & Co. Incorporated,
0000 Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Xxxxxxx Properties, L.P., a California limited partnership (the "Operating
Partnership"), proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated September 24, 1997 (the "Underwriting
Agreement"), between the Operating Partnership and Xxxxxxx Properties, Inc., a
Maryland corporation (the "Company"), on the one hand and Xxxxxxx, Sachs & Co.,
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc.
and Xxxxxx Xxxxxxx & Co. Incorporated, on the other hand, to issue and sell to
the Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (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 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 Securities 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 the Representatives and on behalf of each of the Underwriters
of the Designated Securities 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 Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
2
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Operating
Partnership agrees to issue and sell to each of the Underwriters, and each of
the Underwriters agrees, severally and not jointly, to purchase from the
Operating Partnership, 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 six 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
and 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 Operating Partnership for
examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
XXXXXXX PROPERTIES, L.P.
By: XXXXXXX PROPERTIES, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
and Chief Financial Officer
XXXXXXX PROPERTIES, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
and Chief Financial Officer
Accepted as of the date hereof:
Xxxxxx Xxxxxxx & Co. Incorporated
Xxxxxxx, Sachs & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
X. X. Xxxxxx Securities Inc.
By: /s/ Xxx Xxxxxxxxxx III
---------------------------------
2
3
SCHEDULE I
PRINCIPAL AMOUNT OF
DESIGNATED SECURITIES
UNDERWRITER TO BE PURCHASED
----------------- ---------------------
Xxxxxx Xxxxxxx & Co. Incorporated .......................... $ 75,000,000
Xxxxxxx, Sachs & Co......................................... 16,667,000
Xxxxxxx Lynch, Pierce, Xxxxxx & 16,667,000
Xxxxx Incorporated..........................................
X.X. Xxxxxx Securities Inc.................................. 16,666,000
------------
Total....................................................... $125,000,000
=============
3
4
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
6.875% Notes Due February 1, 2005
AGGREGATE PRINCIPAL AMOUNT:
$125,000,000
INITIAL OFFERING PRICE TO PUBLIC:
100% plus accrued interest, if any, from February 2, 1998.
PURCHASE PRICE BY UNDERWRITERS:
99.375% plus accrued interest, if any, from February 2, 1998.
FORM OF DESIGNATED SECURITIES:
Global Form
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Same day funds
TIME OF DELIVERY:
9:30 a.m. (New York City time), February 2, 1998
INDENTURE:
Indenture dated December 6, 1995, among the Operating Partnership, the
Company and State Street Bank and Trust, as Trustee, as supplemented by the
Twelfth Supplemental Indenture with First Trust of California, National
Association as Trustee
MATURITY:
February 1, 2005
INTEREST RATE:
6.875%
4
5
INTEREST PAYMENT DATES:
February 1 and August 1, beginning August 1, 1998.
REDEMPTION PROVISION:
The Notes may be redeemed at any time at the option of the Operating
Partnership, in whole or from time to time in part, at a redemption price
equal to the sum of (i) the principal amount of the Notes being redeemed
plus accrued interest thereon to the redemption date and (ii) the Make-Whole
Amount, if any, with respect to such Notes.
CLOSING LOCATION:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx, Sachs & Co., Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated and X.X. Xxxxxx Securities Inc.
Address for Notices, etc.:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx -- 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Medium-Term Note Trading Desk, Xxxxxx Xxxxxxx
CAPTIONS OF PROSPECTUS:
"Description of Notes"
5
