PRICING AGREEMENT
-----------------
Goldman, Sachs & Co.,
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004
March 6, 1997
Dear Sirs:
Hershey Foods Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated September 27, 1995 (the "Underwriting Agreement"), between
the Company on the one hand and Goldman, Sachs & Co. and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith 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. 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.
If the foregoing is in accordance with your understanding, please sign and
return to us five 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. 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,
Hershey Foods Corporation
/s/ W. F. Christ
By:..................................
Name: W. F. Christ
Title: Senior Vice President and
Chief Financial Officer
Accepted as of the date hereof:
Goldman, Sachs & Co.
Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated
/s/ Goldman, Sachs & Co.
By:..................................
(Goldman, Sachs & Co.)
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SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED
SECURITIES
TO BE
UNDERWRITER PURCHASED
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Goldman, Sachs & Co. ..................................... $ 75,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated........ 75,000,000
------------
Total.................................................. $150,000,000
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
6.95% Notes due March 1, 2007
AGGREGATE PRINCIPAL AMOUNT
$150,000,000
PRICE TO PUBLIC:
99.698% of the principal amount of the Designated Securities, plus accrued
interest from March 1, 1997
PURCHASE PRICE BY UNDERWRITERS:
99.048% of the principal amount of the Designated Securities, plus accrued
interest from March 1, 1997
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
INDENTURE:
Indenture dated as of February 1, 1991, between the Company and Citibank,
N.A., as Trustee
MATURITY:
March 1, 2007
INTEREST RATE:
6.95%
INTEREST PAYMENT DATES:
March 1 and September 1, beginning September 1, 1997
REDEMPTION PROVISIONS:
No provisions for redemption
SINKING FUND PROVISIONS:
No sinking fund provisions
TIME OF DELIVERY:
March 11, 1997, 9:30 a.m. New York City Time
CLOSING LOCATION:
The offices of Milbank, Tweed, Hadley & McCloy, One Chase Manhattan Plaza,
New York, New York 10005
NAMES AND ADDRESSES OF REPRESENTATIVES:
DESIGNATED REPRESENTATIVES: Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
ADDRESS FOR NOTICES, ETC.: c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
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