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EXHIBIT 1
XXXXX XXXXXXXXX GROUP, INC.
(a Maryland corporation)
747,000 Shares
Common Stock
TERMS AGREEMENT
September 11, 1997
To: Xxxxx XxXxxxxxx Group, Inc.
National City Center
000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxx 00 Xxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
We understand that Xxxxx XxXxxxxxx Group, Inc., a Maryland
corporation (the "Company"), proposes to issue and sell 747,000 shares of its
common stock, par value $0.0001 per share (the "Common Stock") (Common Stock
being hereinafter referred to as the "Underwritten Securities"). Subject to the
terms and conditions set forth or incorporated by reference herein, the
underwriter named below (the "Underwriter") offers to purchase the Underwritten
Securities set forth below opposite its name at the purchase price set forth
below.
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Underwriter Number of
----------- Underwritten Securities
-----------------------
Xxxxx Xxxxxx Inc............................................... 747,000
-------
Total 747,000
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The Underwritten Securities shall have the following terms:
Title: Common Stock
Number of shares: 747,000 shares
Number of Option Underwritten
Securities: N/A
Purchase price per share: $31.70625
Listing requirements: NYSE
Black-out provisions: N/A
Lock-up provisions: N/A
Other terms and conditions: This Agreement shall be subject to
termination in the absolute discretion of the Underwriter, without liability on
the part of the Underwriter to the Company, by notice to the Company, if prior
to the Closing Date (i) trading in securities generally on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market shall have
been suspended or materially limited, (ii) a general moratorium on commercial
banking activities in New York shall have been declared by either federal or
state authorities, or (iii) there shall have occurred any outbreak or escalation
of hostilities or other international calamity, crisis or change in political,
financial or economic conditions, the effect of which on the financial markets
of the United States is such as to make it, in the judgment of the Underwriter,
impracticable or inadvisable (x) to commence or continue the offering of the
units of The Equity Focus Trusts-REIT Portfolio Series, 1997 (the "Trust") to
the public, or (y) to enforce contracts for the sale of the units of the Trust.
Notice of such termination may be given to the Company by telegram, telecopy or
telephone and shall be subsequently confirmed by letter. Closing date and
location: September 16, 1997 at the offices of Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
All of the provisions contained in the document attached as Annex I
hereto entitled "XXXXX XXXXXXXXX GROUP, INC.--Common Stock, Warrants to Purchase
Common Stock, Preferred Stock, Warrants to Purchase Preferred Stock and
Depositary Shares--Underwriting Agreement" are hereby incorporated by reference
in their entirety herein and shall be deemed to be a part of this Terms
Agreement to the same extent as if such provisions had been set forth in full
herein. Terms defined in such document are used herein as therein defined.
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Please accept this offer no later than 5:00 o'clock P.M. (New York City
time) on September 11, 1997 by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us.
Very truly yours,
XXXXX XXXXXX INC.
By: /s/ Xxx Xxxxxx
--------------------
Name: Xxx Xxxxxx
Title: Authorized Signatory
Accepted:
XXXXX XXXXXXXXX GROUP, INC.
By: /s/ Xxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxx
Title: Chief Executive Officer
