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PRICING AGREEMENT
Goldman, Sachs & Co.,
First Chicago Capital Markets, Inc.
ABN AMRO 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 22, 1999
Ladies and Gentlemen:
Universal Foods Corporation, a Wisconsin corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated March 22, 1999 (the "Underwriting Agreement"),
between the Company on the one hand and Goldman, Sachs & Co. and First Chicago
Capital Markets, Inc. and ABN AMRO 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, 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 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
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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.
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If the foregoing is in accordance with your understanding, please sign
and return to us 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,
UNIVERSAL FOODS CORPORATION
By: /s/ John L. Hammond
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Name: John L. Hammond
Title: Vice President, Secretary
and General Counsel
Accepted as of the date hereof:
GOLDMAN, SACHS & CO.
FIRST CHICAGO CAPITAL MARKETS, INC.
ABN AMRO INCORPORATED
BY: /s/ Pamela C. Torres
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(GOLDMAN, SACHS & CO.)
On behalf of each of the Underwriters
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SCHEDULE I
PRINCIPAL AMOUNT OF DESIGNATED
SECURITIES
UNDERWRITER TO BE PURCHASED
----------- ---------------
Goldman, Sachs & Co. $ 90,000,000
First Chicago Capital Markets, Inc. $ 37,500,000
ABN AMRO Incorporated $ 22,500,000
------------
TOTAL $150,000,000
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
6.50% Notes due April 1, 2009
AGGREGATE PRINCIPAL AMOUNT:
$150,000,000
PRICE TO PUBLIC:
99.252% of the principal amount of the Designated Securities, plus
accrued interest, if any, from March 25, 1999.
PURCHASE PRICE BY UNDERWRITERS:
98.602% of the principal amount of the Designated Securities, plus
accrued interest, if any, from March 25, 1999.
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 or its designated custodian.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
TIME OF DELIVERY:
9:30 a.m. (New York City time), March 25, 1999.
INDENTURE:
Indenture dated November 9, 1998, between the Company and The First
National Bank of Chicago, as Trustee.
MATURITY:
April 1, 2009
INTEREST RATE:
6.50%
INTEREST PAYMENT DATES:
April 1 and October 1 of each year commencing October 1, 1999
REDEMPTION PROVISIONS:
No provisions for redemption.
SINKING FUND PROVISIONS:
No sinking fund provisions.
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DEFEASANCE PROVISIONS:
As set forth in Article Thirteen of the Indenture dated November 9,
1998, between the Company and The First National Bank of Chicago, as
Trustee.
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.
First Chicago Capital Markets, Inc.
ABN AMRO Incorporated
Address for Notices, etc.:
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
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