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Exhibit 1.1
UNDERWRITING AGREEMENT
September 28, 1995
Hubbell Incorporated
584 Derby Milford Road
Orange, Connecticut 06477-4024
Dear Sirs and Mesdames:
We (the "Manager") are acting on behalf of the underwriter or
underwriters (including ourselves) named below (such underwriter or
underwriters being herein called the "Underwriters"), and we understand that
Hubbell Incorporated, a Connecticut corporation (the "Company"), proposes to
issue and sell $100,000,000 aggregate principal amount of 6 5/8% Notes due 2005
(the "Debt Securities"). (The Debt Securities are also referred to herein as
the "Offered Securities.") The Debt Securities will be issued pursuant to the
provisions of an Indenture, dated as of September 15, 1995, between the Company
and Chemical Bank, as Trustee (the "Indenture").
Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell to the several
Underwriters, and each Underwriter agrees, severally and not jointly, to
purchase from the Company the respective principal amount of Debt Securities
set forth below opposite its name at a purchase price of 98.73% of the
principal amount of Debt Securities, plus accrued interest from October 1,
1995, to the date of payment and delivery:
Principal Amount of
Name Debt Securities
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Morgan Stanley & Co. Incorporated $ 33,334,000
Lehman Brothers Inc. $ 33,333,000
J.P. Morgan Securities Inc. $ 33,333,000
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Total............ $100,000,000
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The Underwriters will pay for the Offered Securities upon delivery
thereof at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New
York, New York at 10:00 a.m. (New York time) on October 3, 1995, or at such
other time, not later than 5:00 p.m. (New York time) on October 10, 1995, as
shall be mutually agreed to by the Manager and the Company. The time and date
of such payment and delivery are hereinafter referred to as the Closing Date.
The Offered Securities shall have the terms set forth in the Prospectus
dated September 8, 1995, and the Prospectus Supplement dated September 28,
1995, including the following:
Terms of Debt Securities
Maturity Date: October 1, 2005
Interest Rate: 6-5/8%
Redemption Provisions: None
Interest Payment Dates: April 1 and October 1 commencing April 1, 1996
(Interest accrues from October 1, 1995)
Form and Denomination: The Debt Securities will be issued in the form of
and be represented by one fully registered global
security in an aggregate principal amount of
$100,000,000
Ranking: The indebtedness represented by the Debt
Securities will rank senior to all indebtedness
of the Company that by its terms is subordinated
in right of payment
All provisions contained in the document entitled Hubbell Incorporated
Underwriting Agreement Standard Provisions (Debt Securities) dated September 28,
1995, a copy of which is attached hereto, are herein incorporated by reference
in their 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, except that (i)
if any term defined in such document is otherwise defined herein, the definition
set forth herein shall control, (ii) any references in such document to a type
of security that is not an Offered Security shall not be deemed to be a part of
this Agreement, (iii) the term "Manager" as used therein shall, for purposes of
this Agreement, mean Morgan Stanley & Co. Incorporated,
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Lehman Brothers Inc. and J.P. Morgan Securities Inc. whose authority
hereunder may be exercised by them jointly or by Morgan Stanley & Co.
Incorporated, (iv) the final proviso of Section 7(a) of such document is
deleted in its entirety for purposes of this Agreement and (v) all references
in such document to a type of agreement that has not been entered into in
connection with the transactions contemplated hereby shall not be deemed to be
a part of this Agreement.
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below. This Agreement may be
signed in any number of counterparts with the same effect as if the signatures
thereto and hereto were upon the same instrument.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
LEHMAN BROTHERS INC.
J.P. MORGAN SECURITIES INC.
Acting severally on behalf of themselves
and the several Underwriters named herein
By: MORGAN STANLEY & CO. INCORPORATED
By: /s/ JENNIFER A. HARRIS
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Name: Jennifer A. Harris
Title: Vice President
Accepted:
HUBBELL INCORPORATED
By: /s/ HARRY B. ROWELL, JR.
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Name: Harry B. Rowell, Jr.
Title: Executive Vice President