UNDERWRITING AGREEMENT
Exhibit 1
July 9, 2001
ELI LILLY AND COMPANY
Lilly Corporate Center
Indianapolis, Indiana 46285
Dear Sirs:
The undersigned (the "Underwriters") understand that Eli Lilly and
Company, an Indiana corporation (the "Company"), proposes to issue and sell
$400,000,000 aggregate principal amount of 5.50% Notes due 2006 (the "Notes").
Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell and the Underwriters agree
to purchase, severally and not jointly, the principal amount of the Notes set
forth below opposite their names at a purchase price of 99.265% of the principal
amount thereof, plus accrued interest from July 12, 2001 to the date of payment
and delivery:
Principal Amount
Name of Notes
---- --------
J.P. Morgan Securities Inc. $160,000,000
Salomon Smith Barney Inc. 160,000,000
Banc of America Securities LLC 20,000,000
Banc One Capital Markets, Inc. 20,000,000
Mellon Financial Markets, LLC 20,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 20,000,000
------------
Total................................... $400,000,000
============
The Underwriters will pay for the Notes upon delivery thereof at the
office of Davis Polk & Wardwell at 10:00 a.m. (New York time) on July 12, 2001
or at such other time, not later than 5:00 p.m. (New York time) on July 19,
2001, as shall be agreed upon by the Underwriters and the Company. The time and
date of such payment and delivery are hereinafter referred to as the Closing
Date.
The Notes shall have the respective terms set forth in the Prospectus
dated April 20, 2000 and the Prospectus Supplement dated July 9, 2001, including
the following:
Maturity Date: July 15, 2006
Interest Rate: 5.50% per annum
Redemption Provisions: The Notes will be
redeemable 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 their
principal amount or (ii) the sum of
the present values of the remaining
scheduled payments of principal and
interest thereon discounted to the
date of redemption on a semiannual
basis (assuming a 360-day year
consisting of twelve 30-day months)
at the Treasury Rate (as defined in
the Prospectus Supplement), plus
12.5 basis points, plus in each case
accrued and unpaid interest to the
date of redemption
Interest Payment Dates: January 15 and July 15 commencing
January 15, 2002 (interest accrues
from July 12, 2001)
Form and Denomination: Notes will be issued in the form of global
securities in the aggregate principal amount
of $400,000,000
Specified Funds for and
Manner of Payment of
Purchase Price: Federal funds
Price to Public: 99.615%
All provisions contained in the document entitled Eli Lilly and Company
Underwriting Agreement Standard Provisions (Debt Securities) dated March 18,
1993, 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) all references in such document to a type
of security that is not a Note shall not be deemed to be a part of this
Agreement, (iii) all references in such document to the "Manager" shall be
deemed to refer to the Underwriters, (iv) the opinion referred to in Section
4(c) shall be delivered by James B. Lootens, Esq., Associate General Counsel of
the Company and (v) the Company agrees to use its best efforts to cause the
Notes to be listed on the Luxembourg Stock Exchange as soon as practicable.
2
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below.
Very truly yours,
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
MELLON FINANCIAL MARKETS, LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: J.P. MORGAN SECURITIES INC.
By: /s/ Robert Nordlinger
------------------------------
Name: Robert Nordlinger
Title: Vice President
By: SALOMON SMITH BARNEY INC.
By: /s/ Barbara Wansbrough
------------------------------
Name: Barbara Wansbrough
Title: Vice President
Accepted:
ELI LILLY AND COMPANY
By: /s/ Thomas W. Grein
------------------------
Name: Thomas W. Grein
Title: Vice President and
Treasurer