1
EXHIBIT 1.2
PRICING AGREEMENT
February 7, 2001
Chase Securities, Inc.
Deutsche Banc Alex. Brown Inc.
Representatives, of the several Underwriters
named in Schedule I hereto,
c/o JP Morgan, a division of Chase Securities Inc.
270 Park Avenue
New York NY 10017
Ladies and Gentlemen:
Dover Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated February 7, 2001 (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.
Each of the Underwriters agrees that it will not offer or sell
any of the Designated Securities in any jurisdiction outside the United States
except in circumstances that will result in compliance with the applicable laws
thereof.
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
2
2
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 one for the Company and each of the Representatives plus
one for each counsel 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.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
3
IN WITNESS WHEREOF, the parties have executed this agreement as
of the date first above written.
DOVER CORPORATION
By: /s/ David S. Smith
-------------------------------
Name: David S. Smith
Title: Vice President, Finance
CHASE SECURITIES INC.
DEUTSCHE BANC ALEX. BROWN INC.
BANC ONE CAPITAL MARKETS, INC.
FIRST UNION SECURITIES, INC.
FLEET SECURITIES, INC.
HSBC SECURITIES (USA) INC.
By: CHASE SECURITIES INC.
By: /s/ Louis DeCaro
-----------------------------
Name: Louis DeCaro
Title: Managing Director
Acting on behalf of the several Underwriters named herein.
4
SCHEDULE I
Principal
Amount of
Designated
Securities to be
Underwriters Purchased
- ------------ ---------
Chase Securities Inc. $160,000,000
Deutsche Banc Alex. Brown Inc. $140,000,000
Banc One Capital Markets, Inc. $ 25,000,000
First Union Securities, Inc. $ 25,000,000
Fleet Securities, Inc $ 25,000,000
HSBC Securities (USA) Inc. $ 25,000,000
TOTAL $400,000,000
5
SCHEDULE II
Title of Designated Securities:
6.50% Notes due February 15, 2011
Aggregate principal amount: $400,000,000
Price to Public:
99.847% of the principal amount of the Designated Securities
Purchase Price by Underwriters:
99.197% of the principal amount of the Designated Securities
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
Time of Delivery:
9:30 A.M., (New York City time), February 12, 2001
Indenture:
Indenture dated February 8, 2001, between the Company and Bank One Trust
Company, N.A., as Trustee
Maturity:
February 15, 2011
Interest Rate:
6.50% per annum
Interest Payment Dates:
Each February 15 and August 15, commencing August 15, 2001
Redemption Provisions:
The Designated Securities may be redeemed, in whole or in part, at the
option of the Company at any time at a redemption price equal to the
greater of (i) 100% of the principal amount of such notes, and (ii) as
determined by the Quotation Agent
6
2
(as defined in the Prospectus Supplement), the sum of the present values
of the remaining scheduled payments of principal and interest thereon
(not including any portion of such payments of interest accrued at the
date of redemption) discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate (as defined in the Prospectus
Supplement) plus 20 basis points plus, in each case, accrued interest
thereon to the date of redemption.
Sinking Fund Provisions:
No sinking fund provisions
Defeasance provisions:
The provisions of the indenture relating to defeasance and covenant
defeasance as described in the Prospectus will apply to the notes.
Closing location for delivery of Designated Securities:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Names and addresses of Representatives:
Designated Representatives: Chase Securities Inc.
Deutsche Banc Alex. Brown Inc.
Address for Notices, etc.: JP Morgan, a division of Chase
Securities Inc.
270 Park Avenue
New York, NY 10017
Deutsche Banc Alex. Brown Inc,
31 West 52nd Street, 3rd Floor
New York, NY 10019