Exhibit 1.2
ANNEX I
Pricing Agreement
-----------------
Xxxxxxx, Xxxxx & Co.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation
Xxxxxx Xxxxxxx & Co., Inc.
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
November 21, 1996
Ladies and Gentlemen:
Western Gas Resources, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated November 21, 1996 (the "Underwriting Agreement"),
among the Company, Xxxxx X. Xxxx (the "Selling Stockholder") and Xxxxxxx, Sachs
& Co., Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation and Xxxxxx Xxxxxxx &
Co., Inc., to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Shares specified in Schedule II hereto and the Selling
Stockholder proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement, to sell to the Underwriters the Shares specified in
Schedule II hereto. The Shares specified in Schedule II hereto to be purchased
from the Company and the Selling Stockholder are hereinafter referred to as the
"Designated Shares" and consist of Firm Shares and any Optional Shares the
Underwriters may elect to purchase. 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 Shares
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
Shares 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 Shares, 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, (a) the Company and the
Selling Stockholder agree to sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company and
the Selling Stockholder, at the time and place and at the purchase price to the
Underwriters set forth in Schedule II hereto, the number of Firm Shares set
forth opposite the name of such Underwriter in Schedule I hereto and, (b) in the
event and to the extent that the Underwriters shall exercise the election to
purchase Optional Shares, as provided below, the Company and the Selling
Stockholder agree to sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company and
the Selling Stockholder at the purchase price to the Underwriters set forth in
Schedule II hereto that portion of the number of Optional Shares as to which
such election shall have been exercised. The number of Optional Shares to be
sold by the Company and the Selling Stockholder shall be in proportion to the
maximum number Optional Shares to be sold by the Company and the Selling
Stockholder, respectively, as set forth in Schedule II hereto.
The Company and the Selling Stockholder hereby grant to each of the
Underwriters the right to purchase at their election up to the number of
Optional Shares set forth opposite the name of such Underwriter in Schedule I
hereto on the terms referred to in the paragraph above for the sole purpose of
covering over-allotments in the sale of the Firm Shares. Any such election to
purchase Optional Shares may be exercised by written notice from the
Representatives to the Company and the Selling Stockholder given within a period
of 30 calendar days after the date of this Pricing Agreement, setting forth the
aggregate number of Optional Shares to be purchased and the date on which such
Optional Shares are to be delivered, as determined by the Representatives, but
in no event earlier than the First Time of Delivery or, unless the
Representatives, the Company and the Selling Stockholder otherwise agree in
writing, no earlier than two or later than ten business days after the date of
such notice.
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If the foregoing is in accordance with your understanding, please sign and
return to us seven 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, the Company and the Selling Stockholder. 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 Company for
examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
WESTERN GAS RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
SELLING STOCKHOLDER
By: /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
Accepted as of the date hereof:
Xxxxxxx, Xxxxx & Co.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation
Xxxxxx Xxxxxxx & Co., Inc.
By: /s/ Xxxxxxx, Sachs & Co.
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SCHEDULE I
Maximum Number
of Optional
Number of Shares Which
Firm Shares May be
Underwriter to be Purchased Purchased
--------------- --------------
Xxxxxxx, Xxxxx & Co. 1,305,000 195,750
Xxxxxxxxx, Lufkin & Xxxxxxxx Securities 1,305,000 195,750
Corporation
Xxxxxx Xxxxxxx & Co., Inc. 1,305,000 195,750
Xxxxxxxx & Company, Inc. 120,000 18,000
Xxxxxx Brothers Inc. 223,000 33,450
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx 223,000 33,450
Incorporated
Xxxxxxxxxxx & Co., Inc. 223,000 33,450
PaineWebber Incorporated 223,000 33,450
Principal Financial Securities, Inc. 120,000 18,000
Xxxxxxxx Xxxxxx Refsnes, Inc. 120,000 18,000
Xxxxxx & Xxxxxxx, Inc. 120,000 18,000
Sands Brothers & Co., Ltd. 120,000 18,000
Xxxxxxxxxxx Xxxxxxx Securities, Inc. 223,000 33,450
_________ _______
Total 5,630,000 844,500
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SCHEDULE II
Title of Designated Shares: Common Stock, par value $0.10 per share
Number of Designated Shares:
Number of Firm Shares to be Purchased from the Company: 5,500,000
Number of Firm Shares to be Purchased from the Selling Stockholder: 130,000
Maximum Number of Optional Shares to be Purchased from the Company: 825,000
Maximum Number of Optional Shares to be Purchased from the Selling
Stockholder: 19,500
Initial Offering Price to Public:
$16.25 per Share
Purchase Price by Underwriters:
$15.36 per Share
Commission Payable to Underwriters:
$0.89 per Share in Federal (same day) funds
Form of Designated Shares:
Definitive form, to be made available for checking at least twenty-four
hours prior to the Time of Delivery at the office of The Depository Trust
Company or its designated custodian
Specified Funds for Payment of Purchase Price:
wire transfer of Federal (same day) available funds
Time of Delivery:
9:00 a.m. (New York City time), November 27, 1996
Closing Location:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and Addresses of Representatives:
Designated Representatives: Xxxxxxx, Sachs & Co.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx,
Securities Corporation
Xxxxxx Xxxxxxx & Co., Inc.
Address for Notices, etc.: c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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