Exhibit 1(b)
Pricing Agreement
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
A.G. Edwards & Sons, Inc.
One North Jefferson Avenue
St. Louis, Missouri 63103
NationsBanc Capital Markets, Inc.
Nationsbank Corp Center
7th Floor
100 North Tryon Street
Charlotte, North Carolina 28255
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Wheat, First Securities, Inc.
901 East Byrd Street
Richmond, Virginia 23219
August 6, 1996
Ladies and Gentlemen:
MacSaver Financial Services, Inc., a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement, dated August 6, 1996 (the "Underwriting Agreement"),
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Notes specified in Schedule II hereto (the "Notes"). The
Notes will be unconditionally guaranteed as to the payment of principal,
premium, if any, and interest (the "Guarantees") by Heilig-Meyers Company, a
Virginia corporation (the "Guarantor"). The Notes and the Guarantees are
hereinafter collectively called the "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 Notes and the
Guarantees (together, 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 and the
Guarantor agree to issue and the Company agrees to 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 ten 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,
the Company and the Guarantor. 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 and the Guarantor for examination upon
request, but without warranty on the part of the Representatives as to the
authority of the signers thereof.
Very truly yours,
MacSaver Financial Services, Inc.
By: /s/ D.V. Bhavnagri
Name: Dossi V. Bhavnagri
Title: Vice President
Heilig-Meyers Company
By: /s/ Paige H. Wilson
Name:
Title:
Accepted as of the date hereof:
Goldman, Sachs & Co.
A.G. Edwards & Sons, Inc.
NationsBanc Capital Markets, Inc.
Salomon Brothers Inc
Wheat, First Securities, Inc.
By: Goldman, Sachs & Co.
By: /s/ Goldman, Sachs & Co.
(Authorized Officer and Attorney-in-fact)
On behalf of each of the Underwriters
DC_LAN01\58748.1
SCHEDULE I
Principal
Amount of
Designated
Securities
to be
Purchased
Underwriter
Goldman, Sachs & Co. .........................................$ 80,000,000
NationsBanc Capital Markets, Inc., ...........................$ 40,000,000
Salomon Brothers Inc .........................................$ 40,000,000
A.G. Edwards & Sons, Inc. ....................................$ 20,000,000
Wheat, First Securities, Inc. ................................$ 20,000,000
Total.........................................................$ 200,000,000
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DC_LAN01\58748.1
SCHEDULE II
TERMS OF DESIGNATED SECURITIES
77/8% NOTES DUE AUGUST 1, 2003
Title of Designated Securities:
77/8% Notes due August 1, 2003
Aggregate principal amount:
$200,000,000
Price to Public:
99.806% of the principal amount of the Designated Securities, plus
accrued interest from August 1, 1996 to August 8, 1996
Purchase Price by Underwriters:
98.681% of the principal amount of the Designated Securities, plus
accrued interest from August 1, 1996 to August 8, 1996
Form of Designated Securities:
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:
DTC, Same day funds
Time of Delivery:
10:00 A.M., New York City time, on August 9, 1996 Indenture:
Indenture dated as of August 1, 1996, among the Company, the Guarantor
and First Union National Bank of Virginia, as Trustee
Maturity:
August 1, 2003
Interest Rate and Interest Period:
77/8% from August 9, 1996, or from the most recent Interest Payment
Date to which interest has been paid or provided
Interest Payment Dates:
August 1 and February 1, commencing February 1, 1997
DC_LAN01\58748.1
Redemption Provisions:
No provisions for redemption
Sinking Fund Provisions:
No sinking fund provisions
Closing location for delivery of Designated Securities:
The offices of Sullivan & Cromwell, 125 Broad Street, New York, New
York 10004
Names and addresses of Underwriters:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
A. G. Edwards & Sons, Inc.,
One North Jefferson Avenue
St. Louis, Missouri 63103
NationsBanc Capital Markets, Inc.,
Nationsbank Corp Center
7th Floor
100 North Tryon Street,
Charlotte, North Carolina 28255
Salomon Brothers Inc,
Seven World Trade Center
New York, New York 10048
Wheat, First Securities, Inc.
901 East Byrd Street
Richmond, Virginia 23219
DC_LAN01\58748.1