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Exhibit 1.2
Pricing Agreement
Goldman, Sachs & Co.,
Chase Securities Inc.,
J.P. Morgan Securities Inc.,
Deutsche Morgan Grenfell Inc.,
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
June 4, 1998
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 June 4, 1998 (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.
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
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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 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
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,
DOVER CORPORATION
By: /s/ JOHN F. McNIFF
-----------------------------
Name: John F. McNiFF
Title: Vice President and Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
Chase Securities Inc.
J.P. Morgan Securities Inc.
Deutsche Morgan Grenfell Inc.
By: Goldman, Sachs & Co.
/s/ GOLDMAN SACHS & CO.
- -------------------------------
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters
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SCHEDULE I
Principal
Amount of
Designated
Securities
to be
Underwriter Purchased
----------- ---------
Notes Debentures
----- ----------
Goldman, Sachs & Co. .............................. $ 90,000,000 $120,000,000
Chase Securities Inc. ............................. 22,500,000 30,000,000
J.P. Morgan Securities Inc. ....................... 22,500,000 30,000,000
Deutsche Morgan Grenfell Inc. ..................... 15,000,000 20,000,000
---------- ----------
Total ................................. $150,000,000 $200,000,000
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SCHEDULE II
Title of Designated Securities:
6.25% Notes due June 1, 2008 (the "Notes")
6.65% Debentures due June 1, 2028 (the "Debentures")
Aggregate principal amount:
$150,000,000 in the case of the Notes
$200,000,000 in the case of the Debentures
Price to Public:
99.931% of the principal amount of the Notes and 99.559% of the principal
amount of the Debentures, in each case plus accrued interest from June 1,
1998 to but excluding June 9, 1998.
Purchase Price by Underwriters:
99.281% of the principal amount of the Notes and 98.684% of the principal
amount of the Debentures, in each case plus accrued interest from June 1,
1998 to but excluding June 9, 1998.
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), June 9, 1998
Indenture:
Indenture dated as of June 8, 1998, between the Company and The First
National Bank of Chicago, as Trustee
Maturity:
June 1, 2008 in the case of the Notes
June 1, 2028 in the case of the Debentures
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Interest Rate:
6.25% in the case of the Notes
6.65% in the case of the Debentures
Interest Payment Dates:
June 1 and December 1, 1998, commencing December 1, 1998
Redemption Provisions:
No provisions for redemption
Sinking Fund Provisions:
No sinking fund provisions
Defeasance provisions:
The defeasance provisions described in the Prospectus under the caption
"Description of Debt Securities -- Defeasance and Covenant Defeasance"
shall apply to the Designated Securities
Closing location for delivery of Designated Securities:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Names and addresses of Representatives:
Designated Representatives: Goldman, Sachs & Co.
Address for Notices, etc.: 32 Old Slip, 9th Floor
New York, New York 10004
Attention: Registration Department
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