EXHIBIT 1.1(b)
Pricing Agreement
Xxxxxxx, Xxxxx & Co.,
X.X. Xxxxxx Securities Inc.
c/o Goldman, Xxxxx & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
February 4, 1997
Ladies and Gentlemen:
The Xxxx Corporation, an Ohio corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated February 4, 1997 (the "Underwriting Agreement"), 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 at the end
of 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.
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, less the principal amount of Designated Securities
covered by Delayed Delivery Contracts, if any, as may be specified in
Schedule II.
If the foregoing is in accordance with your understanding, please
sign and return to us five (5) 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.
Very truly yours,
The Xxxx Corporation
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President and
Chief Financial
Officer
Accepted as of the date hereof:
Xxxxxxx, Sachs & Co.
By: /s/ Xxxxxxx, Xxxxx & Co.
X.X. Xxxxxx Securities Inc.
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
SCHEDULE I
Principal Principal Principal
Principal Amount of Amount of Amount of
Amount Debentures Debentures Debentures
Underwriter of Notes due 2017 due 2037 due 2047
----------- --------- ---------- ---------- ----------
Xxxxxxx, Xxxxx & Co. . . $ 50,000,000 75,000,000 75,000,000 75,000,000
X.X. Xxxxxx
Securities Inc.. . . . 50,000,000 75,000,000 75,000,000 75,000,000
----------- ---------- ---------- -----------
Total . . . . . $100,000,000 $150,000,000 $150,000,000 $150,000,000
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
6.60% Notes due March 1, 2002
7.35% Debentures due March 1, 2017
6.84% Debentures due March 1, 2037
7.55% Debentures due Xxxxx 0, 0000
XXXXXXXXX PRINCIPAL AMOUNT:
$100,000,000
6.60% Notes due March 1, 2002
$150,000,000
7.35% Debentures due March 1, 2017
$150,000,000
6.84% Debentures due March 1, 2037
$150,000,000
7.55% Debentures due March 1, 2047
PRICE TO PUBLIC:
100% of the principal amount of the 6.60% Notes due March 1, 2002
99.888% of the principal amount of the 7.35% Debentures due March 1, 2017
99.986% of the principal amount of the 6.84% Debentures due March 1, 2037
99.605% of the principal amount of the 7.55% Debentures due March 1, 2047,
plus in each case accrued interest, if any, from February 7, 1997.
PURCHASE PRICE BY UNDERWRITERS:
99.40% of the principal amount of the 6.60% Notes due March 1, 2002
99.013% of the principal amount of the 7.35% Debentures due March 1, 2017
99.336% of the principal amount of the 6.84% Debentures due March 1, 2037
98.605% of the principal amount of the 7.55% Debentures due March 1, 2047,
plus in each case accrued interest, if any, from February 7, 1997.
FORM OF DESIGNATED SECURITIES:
Each series of Designated Securities will be in book-entry only form
represented by one or more global securities deposited with The
Depository Trust Company ("DTC") or its designated custodian, to be made
available for checking by the Representatives at least twenty-four hours
prior to the Time of Delivery at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
By wire transfer in same-day funds.
TIME OF DELIVERY:
10 a.m. (New York City time), February 7, 1997.
INDENTURE:
Indenture dated February 1, 1993, between the Company and The First
National Bank of Chicago, as Trustee.
MATURITY:
6.60% Notes due 2002 - March 1, 2002
7.35% Debentures due 2017 - March 1, 2017
6.84% Debentures due 2037 - March 1, 2037
7.55% Debentures due 2047 - March 1, 2047
INTEREST RATE:
6.60% per annum on the 6.60% Notes due March 1, 2002
7.35% per annum on the 7.35% Debentures due March 1, 2017
6.84% per annum on the 6.84% Debentures due March 1, 2037
7.55% per annum on the 7.55% Debentures due March 1, 2047,
from, and including, in each case, February 7.
INTEREST PAYMENT DATES:
Interest payments on each series of Designated Securities shall be made
on March 1 and September 1, commencing September 1, 1997.
REDEMPTION PROVISIONS:
The Designated Securities are not redeemable at the option of the
Company.
SINKING FUND PROVISIONS:
The Designated Securities are not entitled to the benefits of a sinking
fund.
REPAYMENT PROVISIONS:
The 6.84% Debentures due March 1, 2037 are repayable on March 1, 2007, at
the option of the holder, as a whole or in part, at 100% of the principal
amount to be repaid thereof, together with accrued and unpaid interest to
the date of such repayment. In order for the holders to exercise this
option, the Company must receive at its office or agency in New York, New
York, during the period beginning on January 1, 2007 and ending at 5:00
p.m. (New York City time) on February 1, 2007 (or, if February 1, 2007 is
not a Business Day, the next succeeding Business Day), the 6.84%
Debentures due March 1, 2037 to be repaid with the form entitled "Option
to Elect Repayment on March 1, 2007" on the reverse of such Debentures
duly completed. Any such notice received by the Company during the period
beginning on January 1, 2007 and ending at 5:00 p.m. (New York City Time)
on February 1, 2007 will be irrevocable. The repayment option may be
exercised by a holder of the 6.84% Debentures due March 1, 2037 for less
than the entire principal amount of such Debentures held by such holder,
so long as the principal amount to be repaid is equal to $1,000 or an
integral multiple of $1,000.
CONDITIONAL RIGHT TO SHORTEN MATURITY:
Upon the occurrence of a Tax Event, as defined below, the Company, at its
option, will have the right to shorten the maturity of the 7.55%
Debentures due March 1, 2047 to the longest maturity within the original
maturity date that, in the opinion of a nationally recognized independent
tax counsel, would permit the Company, after such shortening of the
maturity, to continue to deduct the interest paid on the 7.55% Debentures
due March 1, 2047 for Federal income tax purposes. In the event that the
Company elects to exercise its rights to shorten the maturity of the
7.55% Debentures due March 1, 2047 on the occurrence of a Tax Event, the
Company will mail a notice of shortened maturity to each holder of record
of the 7.55% Debentures due March 1, 2047 by first-class mail not more
than 60 days after the occurrence of such Tax Event, stating the new
maturity date of the 7.55% Debentures due March 1, 2047. Such notice
shall be effective immediately upon mailing. "Tax Event" means that the
Company shall have received an opinion of a nationally recognized
independent tax counsel to the effect that on or after the date of the
issuance of the 7.55% Debentures due March 1, 2047, as a result of (a)
any amendment to, clarification of, or change (including any announced
prospective change) in laws, or any regulations thereunder, of the United
States, (b) any judicial decision, official administrative pronouncement,
ruling, regulatory procedure, notice or announcement, including any
notice or announcement of intent to adopt such procedures or regulations
(an "Administrative Action"), or (c) any amendment to, clarification of,
or change in the official position or the interpretation of such
Administrative Action or judicial decision that differs from the
theretofore generally accepted position, in each case, on or after, the
date of the issuance of the 7.55% Debentures due March 1, 2047, such
change in tax law creates a more than insubstantial risk that interest
paid by the Company on the 7.55% Debentures due March 1, 2047 is not, or
will not be, deductible, in whole or in part, by the Company for purposes
of United States Federal income tax.
DEFEASANCE PROVISIONS:
The provisions described under the caption "Description of Securities -
Defeasance and Covenant Defeasance" in the Prospectus, dated January 22,
1997, will apply to the Designated Securities.
EVENTS OF DEFAULT:
The Designated Securities will be subject to the "Events of Default" set
forth in the Indenture, except that, with respect to an Event of Default
(as defined in the Indenture) resulting from a default by the Company in
the payment of any indebtedness for borrowed money as set forth in
Section 501(5) of the Indenture, such default will constitute an Event of
Default only if the outstanding principal amount of such indebtedness at
the time of such default is equal to or in excess of $25,000,000.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Xxxxxxxx & Xxxxxxxx,
000 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
DELAYED DELIVERY CONTRACTS:
None
ADDITIONAL CLOSING CONDITIONS:
None
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Xxxxxxx, Sachs & Co.
X.X. Xxxxxx Securities Inc.
Address for Notices, etc.: c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
