Exhibit 1.2
FLUOR CORPORATION
EQUITY SECURITIES
FORM OF UNDERWRITING AGREEMENT
STANDARD PROVISIONS
____________, 20___
To the Representatives of the
several Underwriters named in the
respective Pricing Agreements
hereinafter described
Ladies and Gentlemen:
Fluor Corporation, a Delaware corporation (the "COMPANY"), from time to
time may enter into one or more pricing agreements (each a "PRICING AGREEMENT")
in the form of Annex I, with such additions and deletions as the parties thereto
may determine, and, subject to the terms and conditions stated herein and
therein, to issue and sell to the firms named in Schedule I to the applicable
Pricing Agreement (such firms constituting the "UNDERWRITERS" with respect to
such Pricing Agreement and the securities specified therein) certain shares of
its common stock, par value $0.01 per share (the "SECURITIES"), specified in
Schedule II to such Pricing Agreement (with respect to such Pricing Agreement,
the "FIRM SECURITIES"). If specified in such Pricing Agreement, the Company may
grant to the Underwriters the right to purchase at their election an additional
number of Securities, specified in such Pricing Agreement as provided in Section
2 (the "OPTIONAL SECURITIES"). The Firm Securities and the Optional Securities,
if any, which the Underwriters elect to purchase pursuant to Section 2 are
collectively called the "DESIGNATED SECURITIES." The Pricing Agreement may
designate a lead underwriter or underwriters (collectively, the
"REPRESENTATIVES") for the particular issue of Designated Securities. The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to an Underwriter or Underwriters who act without any firm
being designated as its or their representatives.
This Underwriting Agreement shall not be construed as an obligation of the
Company to sell any of the Securities or as an obligation of any of the
Underwriters to purchase any of the Securities. The obligation of the Company to
issue and sell any of the Designated Securities and the obligation of the
Underwriters to purchase any of the Designated Securities shall be evidenced by
the Pricing Agreement with respect to the Designated Securities specified
therein. Each Pricing Agreement shall specify the aggregate number of the Firm
Securities, the maximum number of Optional Securities, if any, the initial
public offering price of such Designated Securities or the manner of determining
such
price, the purchase price to the Underwriters of such Designated Securities, the
names of the Underwriters of such Designated Securities, the names of the
Representatives of such Underwriters, the number of such Designated Securities
to be purchased by each Underwriter and the commission, if any, payable to the
Underwriters with respect thereto and shall set forth the date, time and manner
of delivery of such Firm Securities and Optional Securities, if any, and payment
therefor. The Pricing Agreement, including these standard provisions
incorporated therein by reference, is referred to as "THIS AGREEMENT." A Pricing
Agreement shall be in the form of an executed writing, which may be in
counterparts, and may be evidenced by an exchange of email communications or any
other rapid transmission device designed to produce a written record of
communications transmitted. The obligations of the Underwriters under this
Agreement and any Pricing Agreement shall be several and not joint.
1. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to
each Underwriter named in Schedule I to the applicable Pricing Agreement, as of
the date thereof and as of the Time of Delivery (as defined in Section 3) as
follows:
(a) A registration statement (the "INITIAL REGISTRATION STATEMENT")
in respect of the Designated Securities has been filed with the Securities
and Exchange Commission (the "COMMISSION") under the Securities Act of
1933, as amended (the "SECURITIES ACT"). The Initial Registration
Statement has been declared effective by the Commission. The term
"REGISTRATION STATEMENT" means the Initial Registration Statement as
amended to the date of this Agreement, including the information, if any,
deemed to be a part thereof pursuant to Rule 434(d) of the rules and
regulations under the Securities Act (the "SECURITIES ACT REGULATIONS")
and any related registration statement filed pursuant to Rule 462(b) (a
"RULE 462(B) REGISTRATION STATEMENT") of the Securities Act Regulations.
No stop order suspending the effectiveness of the Registration Statement
has been issued and no proceeding for that purpose has been initiated or
threatened by the Commission. The Company proposes to file, pursuant to
Rule 424 of the Securities Act Regulations, a prospectus supplement
specifically relating to the Designated Securities and has advised the
Underwriters of all information to be set forth therein. The term "BASIC
Prospectus" means the prospectus included in the Initial Registration
Statement. The term "PROSPECTUS" means the Basic Prospectus together with
the prospectus supplement (the "PROSPECTUS SUPPLEMENT") specifically
relating to the Designated Securities as first filed with the Commission
pursuant to Rule 424 of the Securities Act Regulations. If the Company
elects to rely upon Rule 434 of the Securities Act Regulations, however,
the term "Prospectus" shall be deemed to refer to the Basic Prospectus and
the term sheet relating to the Designated Securities in the form to be
furnished to the Underwriters by the Company in reliance on Rule 434. The
term "PRELIMINARY PROSPECTUS" means a preliminary prospectus supplement
specifically relating to the Designated Securities together with the Basic
Prospectus. Any reference to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include the information incorporated by
reference therein, as updated or superseded as provided therein, prior to
the execution of the applicable Pricing Agreement. Any reference to any
amendment or supplement to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include the information incorporated by
reference therein, as updated or superseded as provided therein, pursuant
to any document filed after the date of the execution of the applicable
Pricing Agreement under the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT"), and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to the Prospectus as amended or
supplemented in
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relation to the applicable Designated Securities in the form in which it
is filed with the Commission pursuant to Rule 424(b) of the Securities Act
Regulations in accordance with Section 4(a). Any reference to any
amendment to the Registration Statement shall be deemed to refer to and
include any annual report of the Company, as updated or superseded, filed
pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective
date of the Initial Registration Statement that is incorporated by
reference in the Registration Statement.
(b) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of
the Securities Act and the Securities Act Regulations.
(c) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder. Any further documents so filed
and incorporated by reference in the Prospectus or any further amendment
or supplement thereto, when such documents become effective or are filed
with the Commission, as the case may be, will conform in all material
respects to the requirements of the Securities Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder.
(d) The Registration Statement as of its effective date did not
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading. The Prospectus does not contain an untrue
statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading. The representations and warranties in this
Section 2(d) shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing to
the Company by an Underwriter of Designated Securities through the
Representatives expressly for use in the Prospectus.
(e) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, and except as set forth
therein or contemplated thereby, there has not been any material adverse
change, or any development reasonably likely to result in a material
adverse change, in the business, financial condition or results of
operations of the Company and its subsidiaries taken as a whole.
(f) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware,
with corporate power and authority to own its properties and conduct its
business as described in the Prospectus.
(g) The Company has an authorized capitalization as set forth in the
Prospectus. All of the issued and outstanding shares of capital stock of
the Company have been duly authorized and validly issued and are fully
paid and non-assessable.
(h) The Designated Securities have been duly authorized, and, when
issued and delivered pursuant to this Agreement and the Pricing Agreement
with respect to the Firm Securities, and in the case of any Optional
Securities pursuant to Over-allotment Options (as
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defined in Section 2) with respect to such Optional Securities, will be
validly issued and fully paid and non-assessable.
(i) The issue and sale of the Designated Securities by the Company
to the Underwriters will not conflict with or result in a breach or
violation of any term or provision of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company is a party that is material to the Company
and its subsidiaries taken as a whole, nor will such action result in any
violation of the provisions of the Certificate of Incorporation or By-laws
of the Company or any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Company,
other than any such conflict, breach, violation or default that is not
reasonably likely to result in a material adverse change in the business,
financial condition or results of operations of the Company and its
subsidiaries taken as a whole. No consent, approval, authorization, order,
registration or qualification of or with any such court or governmental
agency or body will be required to be obtained by the Company for the
issue and sale by the Company of the Designated Securities being delivered
at such Time of Delivery, except such as have been, or will have been
prior to such Time of Delivery, obtained under the Securities Act and such
consents, approvals, authorizations, registrations or qualifications as
may be required under state securities or Blue Sky laws in connection with
the purchase and distribution of the Designated Securities by the
Underwriters.
(j) The Designated Securities have been approved for listing on the
New York Stock Exchange, subject to notice of issuance.
2. SALE AND DELIVERY.
(a) Pursuant to a Pricing Agreement applicable to any Designated
Securities, and upon the basis of the representations and warranties, and
subject to the conditions set forth, in this Agreement, the Company will
agree to sell to the several Underwriters named in such Pricing Agreement
and such Underwriters will agree to purchase from the Company, severally
and not jointly, at the respective purchase prices set forth in the
Pricing Agreement the number of Firm Securities set forth opposite their
names in Schedule I to such Pricing Agreement.
(b) The Company may specify in the Pricing Agreement applicable to
any Designated Securities that the Company thereby grants to the
Underwriters the right (an "OVERALLOTMENT OPTION") to purchase at their
election up to the number of Optional Securities set forth in such Pricing
Agreement, on the same terms as the Firm Securities, for the sole purpose
of covering over-allotments in the sale of the Firm Securities. Any such
election to purchase Optional Securities may be exercised by written
notice from the Representatives to the Company, given within a period
specified in the Pricing Agreement, setting forth the aggregate number of
Optional Securities to be purchased and the date on which such Optional
Securities are to be delivered, as determined by the Representatives but
in no event earlier than the First Time of Delivery or, unless the
Representatives and the Company otherwise agree in writing, earlier than
or later than the respective number of business days after the date of
such notice set forth in such Pricing Agreement.
(c) The number of Optional Securities to be added to the number of
Firm Securities to be purchased by each Underwriter as set forth in
Schedule I to the Pricing Agreement
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applicable to such Designated Securities shall be, in each case, the
number of Optional Securities that the Company has been advised by the
Representatives have been attributed to such Underwriter. If the Company
has not been so advised, the number of Optional Securities to be so added
shall be, in each case, that proportion of Optional Securities which the
number of Firm Securities to be purchased by such Underwriter under such
Pricing Agreement bears to the aggregate number of Firm Securities
(rounded as the Representatives may determine to the nearest 100 shares).
The total number of Designated Securities to be purchased by all the
Underwriters pursuant to such Pricing Agreement shall be the aggregate
number of Firm Securities set forth in Schedule I to such Pricing
Agreement plus the aggregate number of Optional Securities which the
Underwriters elect to purchase.
3. PAYMENT. Firm Securities and Optional Securities to be purchased by
each Underwriter pursuant to the Pricing Agreement relating thereto, in the form
specified in such Pricing Agreement and in such authorized denominations and
registered in such names as the Representatives may request upon at least 48
hours' prior notice to the Company, shall be delivered by or on behalf of the
Company to the Representatives for the account of such Underwriter, against
payment by such Underwriter or on its behalf of the purchase price therefor by
wire transfer of Federal (same-day) funds to the account specified by the
Company to the Representatives at least 48 hours in advance as specified in such
Pricing Agreement:
(i) with respect to the Firm Securities, all in the manner and at
the place and time and date specified in such Pricing Agreement or at such
other place and time and date as the Representatives and the Company may
agree upon in writing, such time and date being called the "FIRST TIME OF
DELIVERY"; and
(ii) with respect to the Optional Securities, if any, in the manner
and at the time and date specified by the Representatives in the written
notice given by the Representatives of the Underwriters' election to
purchase such Optional Securities, or at such other time and date as the
Representatives and the Company may agree upon in writing, such time and
date, if not the First Time of Delivery, herein called the "SECOND TIME OF
DELIVERY".
Each such time and date for delivery is called a "TIME OF DELIVERY".
4. COVENANTS. The Company agrees with each of the Underwriters of any
Designated Securities that:
(a) it will prepare the Prospectus as amended or supplemented in
relation to the applicable Designated Securities in a form approved by the
Representatives and will file such Prospectus pursuant to Rule 424(b) of
the Securities Act Regulations not later than the Commission's close of
business on the second business day following the execution and delivery
of the Pricing Agreement relating to the applicable Designated Securities
or, if applicable, such earlier time as may be required by Rule 424(b).
(b) It will not make any further amendment or supplement to the
Registration Statement or Prospectus as amended or supplemented after the
date of the Pricing Agreement relating to such Designated Securities and
prior to the Time of Delivery for such Designated Securities that shall be
disapproved by the Representatives for such Designated Securities promptly
after reasonable notice thereof.
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(c) It will advise the Representatives promptly of any such
amendment or supplement after such Time of Delivery for such Designated
Securities and will furnish the Representatives with copies thereof.
(d) It promptly will file all reports and any definitive proxy or
information statements required to be filed with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
the delivery of a prospectus is required in connection with the offering
or sale of such Designated Securities, and during such same period it will
advise the Representatives, promptly after it receives notice thereof, of:
(i) the time when any amendment to the Registration Statement
has been filed or becomes effective or any supplement to the
Prospectus or any amended Prospectus has been filed with the
Commission;
(ii) the issuance by the Commission of any stop order or of
any order preventing or suspending the use of any prospectus
relating to the Designated Securities;
(iii) the suspension of the qualification of such Designated
Securities for offering or sale in any jurisdiction; and
(iv) the initiation or threatening of any proceeding for any
such purpose or of any request by the Commission with respect to
amending or supplementing the Registration Statement or Prospectus
or for additional information and, in the event of the issuance of
any such stop order or of any such order preventing or suspending
the use of any prospectus relating to the Designated Securities or
suspending any such qualification, promptly use its best efforts to
obtain the withdrawal of such order.
(e) It promptly will take such action as the Representatives
reasonably may request to qualify such Designated Securities for offering
and sale under the securities laws of such jurisdictions as the
Representatives reasonably may request and to comply with such laws so as
to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution
of such Designated Securities. In connection therewith, the Company shall
not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction.
(f) Prior to 10:00 a.m., New York City time, on the New York
Business Day next succeeding the date of this Agreement and from time to
time, it will deliver written and electronic copies of the Prospectus as
amended or supplemented to the Underwriters in New York City, in such
quantities as the Representatives reasonably may request. If the delivery
of a prospectus is required at any time in connection with the offering or
sale of the Designated Securities and if at such time any event shall have
occurred as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made when
such Prospectus is delivered, not misleading, or if for any other reason
it shall be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the Securities
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Act or the Exchange Act, the Company will notify the Representatives and
upon their request will file such document and prepare and furnish without
charge to each Underwriter and to any dealer in securities as many written
and electronic copies as the Representatives from time to time reasonably
may request of an amended Prospectus or a supplement to the Prospectus
that will correct such statement or omission or effect such compliance.
(g) It will make generally available to its securityholders as soon
as practicable, but in any event not later than 18 months after the
effective date of the Registration Statement (as defined in Rule 158(c)
under the Securities Act), an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a) of
the Securities Act and the Securities Act Regulations.
(h) During the period beginning from the date of the Pricing
Agreement for such Designated Securities and continuing to and including
the later of (i) the termination of trading restrictions for such
Designated Securities, as notified to the Company by the Representatives
and (ii) the last Time of Delivery for such Designated Securities, it will
not offer, sell, contract to sell or otherwise dispose of, except as
provided hereunder, any securities of the Company that are substantially
similar to the Designated Securities, including any securities that are
convertible into or exchangeable for, or that represent the right to
receive, securities of the same class as the Designated Securities or any
such substantially similar securities (other than pursuant to employee
stock option plans existing on, or upon the conversion of convertible or
exchangeable securities outstanding as of, the date of the Pricing
Agreement for such Designated Securities) without the prior written
consent of the Representatives.
(i) If it elects to rely upon Rule 462(b), it will file a Rule
462(b) Registration Statement with the Commission in compliance with Rule
462(b) by 10:00 p.m., Washington, DC time, on the date of this Agreement,
and at the time of filing it either will pay to the Commission the filing
fee for the Rule 462(b) Registration Statement or give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the
Securities Act.
5. PAYMENT OF EXPENSES. The Company will pay or cause to be paid the
following:
(i) the fees, disbursements and expenses of the Company's counsel
and accountants in connection with the registration of the Securities
under the Securities Act and all other expenses in connection with the
preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus and the Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to the
Underwriters and dealers;
(ii) all expenses in connection with the qualification of the
Securities for offering and sale under state securities laws as provided
in Section 4(e), including the reasonable fees and disbursements of
counsel for the Underwriters in connection with such qualification and in
connection with any Blue Sky Memorandum;
(iii) any filing fees incident to, and the reasonable fees and
disbursements of counsel for the Underwriters in connection with, any
required review by the National Association of Securities Dealers, Inc. of
the terms of the sale of the Securities;
(iv) the cost of preparing certificates for the Securities; and
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(v) the cost and charges of any transfer agent or registrar or
dividend disbursing agent.
Except as provided in this Section 5, and Sections 7 and 10, the Underwriters
will pay all of their own costs and expenses, including the fees of their
counsel, transfer taxes on resale of any of the Designated Securities by them
and any advertising expenses connected with any offers they may make.
6. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS. The obligations of the
Underwriters of any Designated Securities under the Pricing Agreement relating
to such Designated Securities shall be subject, in the discretion of the
Representatives, to the condition that all representations and warranties and
other statements of the Company in or incorporated by reference in the Pricing
Agreement relating to such Designated Securities are, at and as of each Time of
Delivery for such Designated Securities, true and correct, the condition that
the Company shall have performed all of its obligations hereunder theretofore to
be performed, and the following additional conditions:
(a) The Prospectus as amended or supplemented in relation to such
Designated Securities shall have been filed with the Commission pursuant
to Rule 424(b) within the applicable time period prescribed for such
filing by the rules and regulations under the Securities Act and in
accordance with Section 4(a). If the Company has elected to rely upon Rule
462(b), the Rule 462(b) Registration Statement shall have become effective
by 10:00 p.m., Washington, DC time, on the date of this Agreement. No stop
order suspending the effectiveness of the Registration Statement or any
part thereof shall have been issued and no proceeding for that purpose
shall have been initiated or threatened by the Commission. All requests
for additional information on the part of the Commission shall have been
complied with to the Representatives' reasonable satisfaction.
(b) Counsel for the Underwriters shall have furnished to the
Representatives such written opinion or opinions, dated each Time of
Delivery for such Designated Securities, with respect to the valid
existence of the Company, the validity of the Designated Securities, the
Registration Statement, the Prospectus and such other related matters as
the Representatives reasonably may request, and such counsel shall have
received such documents and information as they reasonably may request to
enable them to pass upon such matters.
(c) The Company's General Counsel shall have furnished to the
Representatives his or her written opinion, dated the Time of Delivery for
such Designated Securities, in form and substance satisfactory to the
Representatives, to the effect that:
(i) The Company is a validly existing corporation in good
standing under the laws of the State of Delaware, with the requisite
corporate power and authority to own its properties and conduct its
business as described in the Prospectus as amended or supplemented.
(ii) The Company has an authorized capitalization as set forth
in the Prospectus as amended or supplemented. The Designated
Securities being delivered at such Time of Delivery have been duly
authorized and, when issued and delivered to and paid for by the
Underwriters in accordance with the terms of the Underwriting
Agreement, will be validly issued and fully paid and nonassessable.
The Designated
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Securities conform to the description thereof in the Prospectus as
amended or supplemented.
(iii) The Company has the corporate power and authority to
execute and deliver this Agreement and to perform its obligations
hereunder.
(iv) The execution, delivery and performance of this Agreement
have been duly authorized by all necessary corporate action. This
Agreement has been duly executed and delivered by the Company.
(v) The issue and sale of the Designated Securities by the
Company to the Underwriters will not conflict with or result in a
breach or violation of any term or provision of, or constitute a
default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company is a
party that is material to the Company and its subsidiaries taken as
a whole, nor will such action result in any violation of the
provisions of the Certificate of Incorporation or By-laws of the
Company or any statute or any order, rule or regulation of any court
or governmental agency or body having jurisdiction over the Company,
other than any such conflict, breach, violation or default that is
not reasonably likely to result in a material adverse change in the
business, financial condition or results of operations of the
Company and its subsidiaries taken as a whole. No consent, approval,
authorization, order, registration or qualification of or with any
court or governmental agency or body having jurisdiction over the
Company is required to be obtained by the Company for the issue and
sale by the Company of the Designated Securities being delivered at
such Time of Delivery, except such as have been obtained under the
Securities Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and
distribution of the Designated Securities by the Underwriters.
(vi) Insofar as the statements in the Prospectus under the
captions "Description of Capital Stock" and "Underwriting"
constitute a summary of the documents referred to therein, such
statements fairly present in all material respects the information
required to be disclosed under the Securities Act and the rules and
regulations of the Commission relating to registration statements on
Form S-3 and prospectuses.
(vii) The Registration Statement has become effective under
the Securities Act.
In addition, such counsel shall state that, although such counsel is
not passing upon and does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus, such counsel has no reason to believe: (a)
that the Registration Statement, at the time it became effective (which,
for purposes of such counsel's expression of belief, shall have the
meaning set forth in Rule 158(c) under the Securities Act) or the
Prospectus, as of its date or as of such Time of Delivery, was not
appropriately responsive in all material respects to the requirements of
the Securities Act and the applicable rules and regulations of the
Commission thereunder; or (b)(i) that the Registration Statement, at the
time it became effective, contained an untrue
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statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading or (ii) that the Prospectus, as of its date or as of such Time
of Delivery, contained or contains an untrue statement of a material fact
or omitted or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading. In expressing its belief, such counsel may
state that it expresses no belief as to the financial statements and
related schedules contained or incorporated by reference in the
Registration Statement or the Prospectus.
(d) Gibson, Dunn & Crutcher LLP, or other counsel for the Company
satisfactory to the Representatives, shall have furnished to the
Representatives their written opinion, dated each Time of Delivery for
such Designated Securities, in form and substance satisfactory to the
Representatives, to the effect that:
(i) The Company is a validly existing corporation in good
standing under the laws of the State of Delaware.
(ii) The Company has an authorized capitalization as set forth
in the Prospectus as amended or supplemented. The Designated
Securities being delivered at such Time of Delivery have been duly
authorized and, when issued and delivered to and paid for by the
Underwriters in accordance with the terms of the Underwriting
Agreement, will be validly issued and fully paid and nonassessable.
The Designated Securities conform to the description thereof in the
Prospectus as amended or supplemented.
(iii) This Agreement has been duly executed and delivered by
the Company.
(iv) Insofar as the statements in the Prospectus under the
captions "Description of Capital Stock" and "Underwriting"
constitute a summary of the documents referred to therein, such
statements fairly present in all material respects the information
required to be disclosed under the Securities Act and the rules and
regulations of the Commission relating to registration statements on
Form S-3 and prospectuses.
(v) The Registration Statement has become effective under the
Securities Act.
In addition, such counsel shall state that, although such counsel is
not passing upon and does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or the Prospectus, such counsel has no reason to believe: (a)
that the Registration Statement, at the time it became effective (which,
for purposes of such counsel's expression of belief, shall have the
meaning set forth in Rule 158(c) under the Securities Act) or the
Prospectus, as of its date or as of such Time of Delivery, was not
appropriately responsive in all material respects to the requirements of
the Securities Act and the applicable rules and regulations of the
Commission thereunder; or (b)(i) that the Registration Statement, at the
time it became effective, contained an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or (ii) that the
Prospectus, as of its
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date or as of such Time of Delivery, contained or contains an untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In expressing
its belief, such counsel may state that it expresses no belief as to the
financial statements and related schedules contained or incorporated by
reference in the Registration Statement or the Prospectus.
(e) At each Time of Delivery for such Designated Securities, the
independent accountants of the Company who have certified the financial
statements of the Company and its subsidiaries included or incorporated by
reference in the Registration Statement shall have furnished to the
Representatives a letter, dated such Time of Delivery, containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the Company's financial
statements and certain financial information contained or incorporated by
reference in the Registration Statement and the Prospectus.
(f) Except as set forth in or contemplated by the Registration
Statement and the Prospectus, there shall not have occurred any change, or
any development reasonably likely to result in a change, in or affecting
the business, financial condition or results of operations of the Company
and its subsidiaries taken as a whole, the effect of which is in the
judgment of the Representatives so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Firm Securities or Optional Securities or both on the
terms and in the manner contemplated in the Prospectus as amended relating
to the Designated Securities.
(g) On or after the date of the Pricing Agreement relating to the
Designated Securities: (i) no downgrading shall have occurred in the
rating accorded the Company's debt securities or preferred stock or the
Company's financial strength or claims paying ability by any "nationally
recognized statistical rating organization", as that term is defined by
the Commission for purposes of Rule 436(g)(2) under the Securities Act,
and (ii) no such organization shall have publicly announced that it has
under surveillance or review, with possible negative implications, its
rating of any of the Company's debt securities or preferred stock or the
Company's financial strength or claims paying ability.
(h) On or after the date of the Pricing Agreement relating to the
Designated Securities there shall not have occurred any of the following:
(i) a suspension or material limitation in trading in securities generally
on the New York Stock Exchange; (ii) a suspension or material limitation
in trading in the Company's securities on the New York Stock Exchange;
(iii) a general moratorium on commercial banking activities declared by
either Federal or New York State authorities or a material disruption in
commercial banking or securities settlement or clearance services in the
United States; (iv) the outbreak or escalation of hostilities involving
the United States or the declaration by the United States of a national
emergency or war; or (v) the occurrence of any other calamity or crisis or
any change in financial, political or economic conditions in the United
States or elsewhere, if the effect of any such event specified in clause
(iv) or (v) in the judgment of the Representatives makes it impracticable
or inadvisable to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated in the
Prospectus as first amended or supplemented relating to the Designated
Securities.
11
(i) The Designated Securities shall have been duly listed, subject
to notice of issuance, on the New York Stock Exchange.
(j) The Company shall have complied with the provisions of Section
4(f) with respect to the furnishing of prospectuses on the New York
Business Day next succeeding the date of the Pricing Agreement relating to
such Designated Securities.
(k) The Company shall have furnished or caused to be furnished to
the Representatives at each Time of Delivery for the Designated Securities
a certificate or certificates of the Company, executed on behalf of the
Company by its chief executive officer and its chief financial officer,
satisfactory to the Representatives as to the accuracy of the
representations and warranties of the Company herein at and as of such
Time of Delivery and as to the performance by the Company of all of its
obligations hereunder to be performed at or prior to such Time of
Delivery.
7. INDEMNIFICATION AND CONTRIBUTION.
(a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to
which such Underwriter may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Designated Securities, or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending
any such action or claim as such expenses are incurred; provided, however,
that the Company shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged
omission made in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Designated
Securities, or any such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by any
Underwriter of Designated Securities through the Representatives expressly
for use in the Prospectus as amended or supplemented relating to such
Designated Securities.
(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company
may become subject, under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the
Prospectus as amended or supplemented and any other prospectus relating to
the Designated Securities, or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the
12
statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the
Prospectus as amended or supplemented and any other prospectus relating to
the Designated Securities, or any such amendment or supplement, in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representatives expressly for use
therein; and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under Section
7(a) or (b) of notice of the commencement of any action, such indemnified
party, if a claim in respect thereof is to be made against the
indemnifying party under Section 7(a) or (b), shall notify the
indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under
Section 7(a) or (b). In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with
any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under
Section 7(a) or (b) for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. Without the written consent of the indemnified party, no
indemnifying party shall effect the settlement or compromise of, or
consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party
is an actual or potential party to such action or claim) unless such
settlement, compromise or judgment (i) includes an unconditional release
of the indemnified party from all liability arising out of such action or
claim and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act, by or on behalf of any indemnified
party.
(d) If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
Section 7(a) or (b) in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company on
the one hand and the Underwriters of the Designated Securities on the
other from the offering of the Designated Securities to which such loss,
claim, damage or liability (or action in respect thereof) relates. If,
however, the allocation provided by the immediately preceding sentence is
not permitted by applicable law or if the indemnified party failed to give
the notice required under Section 7(c), then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in
such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and
the Underwriters of the Designated Securities on the other in connection
with the statements or
13
omissions which resulted in such losses, claims, damages or liabilities
(or actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one
hand and such Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from such offering (before deducting
expenses) received by the Company bear to the total underwriting discounts
and commissions received by such Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company on the one hand or such Underwriters on the other and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 7(d) were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to in this Section 7(d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages
or liabilities (or actions in respect thereof) referred to in this Section
7(d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 7(d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the applicable
Designated Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The obligations of
the Underwriters of Designated Securities in this Section 7(d) to
contribute are several in proportion to their respective underwriting
obligations with respect to such Designated Securities and not joint.
(e) The obligations of the Company under this Section 7 shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Securities Act; and the
obligations of the Underwriters under this Section 7 shall be in addition
to any liability which the respective Underwriters may otherwise have and
shall extend, upon the same terms and conditions, to each officer and
director of the Company and to each person, if any, who controls the
Company within the meaning of the Securities Act.
9. DEFAULT BY ONE OR MORE UNDERWRITERS.
(a) If any Underwriter shall default in its obligation to purchase
the Firm Securities or Optional Securities which it has agreed to purchase
under the Pricing Agreement relating to such Designated Securities, the
Representatives in their discretion may arrange for themselves or another
party or other parties to purchase such Designated Securities on the terms
contained herein. If within 36 hours after such default by any Underwriter
the Representatives do not arrange for the purchase of such Firm
Securities or Optional Securities, as the case may be, then the Company
shall be entitled to a further period of 36 hours within which to procure
another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms. In the event that,
14
within the respective prescribed period, the Representatives notify the
Company that they have so arranged for the purchase of such Designated
Securities, or the Company notifies the Representatives that it has so
arranged for the purchase of such Designated Securities, the
Representatives or the Company shall have the right to postpone the Time
of Delivery for such Designated Securities for a period of not more than
seven days, in order to effect whatever changes thereby may be made
necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company
promptly will file any amendments or supplements to the Registration
Statement or the Prospectus that in the opinion of the Representatives
thereby may be made necessary. The term "Underwriter" as used in this
Agreement shall include any person substituted under this Section 8 with
like effect as if such person had originally been a party to the Pricing
Agreement with respect to such Designated Securities.
(b) If, after giving effect to any arrangements for the purchase of
the Firm Securities or Optional Securities, as the case may be, of a
defaulting Underwriter or Underwriters by the Representatives and the
Company as provided in Section 8(a), the aggregate number of such
Designated Securities that remains unpurchased does not exceed
one-eleventh of the aggregate number of the Firm Securities or Optional
Securities, as the case may be, to be purchased at the respective Time of
Delivery, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the number of Firm Securities or
Optional Securities, as the case may be, that such Underwriter agreed to
purchase under the Pricing Agreement relating to such Designated
Securities and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the number of Firm Securities or
Optional Securities, as the case may be, that such Underwriter agreed to
purchase under such Pricing Agreement) of the Firm Securities or Optional
Securities, as the case may be, of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing
herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of
the Firm Securities or Optional Securities, as the case may be, of a
defaulting Underwriter or Underwriters by the Representatives and the
Company as provided in Section 9(a), the aggregate number of Firm
Securities or Optional Securities, as the case may be, that remains
unpurchased exceeds one-eleventh of the aggregate number of the Firm
Securities or Optional Securities, as the case may be, to be purchased at
the respective Time of Delivery, as referred to in Section 8(b), or if the
Company shall not exercise the right described in Section 8(b) to require
non-defaulting Underwriters to purchase Firm Securities or Optional
Securities, as the case may be, of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Firm Securities
or the Over-allotment Option relating to such Optional Securities, as the
case may be, shall thereupon terminate, without liability on the part of
any non-defaulting Underwriter or the Company, except for the expenses to
be borne by the Company and the Underwriters as provided in Section 5 and
the indemnity and contribution agreements in Section 7; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.
9. SURVIVAL. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and
15
effect, regardless of any investigation or any statement as to the results
thereof made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or the Company, or any officer or director or controlling person of
the Company, and shall survive delivery of and payment for the Designated
Securities.
10. TERMINATION. If any Pricing Agreement or Over-allotment Option shall
be terminated pursuant to Section 8, the Company shall not then be under any
liability to any Underwriter with respect to the Firm Securities or Optional
Securities covered by such Pricing Agreement except as provided in Sections 5
and 7 but, if for any other reason, Designated Securities are not delivered by
or on behalf of the Company as provided herein, other than the occurrence of an
event described in Section 6(g)(i), (iii), (iv) or (v), the Company will
reimburse the Underwriters through the Representatives for all out-of-pocket
expenses approved in writing by the Representatives, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Designated Securities,
but the Company shall then be under no further liability to any Underwriter with
respect to such Designated Securities except as provided in Sections 5 and 7.
11. REPRESENTATIVES. In all dealings hereunder, the Representatives of the
Underwriters of Designated Securities shall act on behalf of each of such
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by such Representatives jointly or by such of the Representatives, if any,
as may be designated for such purpose in the Pricing Agreement.
12. NOTICES. All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Representatives as
set forth in the Pricing Agreement; and if to the Company shall be delivered or
sent by mail, telex or facsimile transmission to the address of the Company set
forth in the Registration Statement: Attention: Secretary; provided, however,
that any notice to an Underwriter pursuant to Section 7(c) shall be delivered or
sent by mail, telex or facsimile transmission to such Underwriter at its address
set forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.
13. PARTIES. This Agreement and each Pricing Agreement shall be binding
upon, and inure solely to the benefit of, the Underwriters, the Company and, to
the extent provided in Sections 7 and 9, the officers and directors of the
Company and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns. No other
person shall acquire or have any right under or by virtue of this Agreement or
any such Pricing Agreement. No purchaser of any of the Securities from any
Underwriter shall be deemed a successor or assign merely by reason of such
purchase.
14. TIME. Time shall be of the essence of each Pricing Agreement. As used
herein, the term "business day" shall mean any day when the Commission's office
in Washington, DC is open for business.
15. GOVERNING LAW. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
16
16. COUNTERPARTS. This Agreement and each Pricing Agreement may be
executed by any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
17. TAX DISCLOSURE. The Company is authorized, subject to applicable law,
to disclose any and all aspects of this potential transaction that are necessary
to support any U.S. federal income tax benefits expected to be claimed with
respect to such transaction, and all materials of any kind (including tax
opinions and other tax analyses) related to those benefits, without the
Underwriters imposing any limitation of any kind.
17
ANNEX 1
PRICING AGREEMENT
[NAMES OF REPRESENTATIVE(S)]
As Representatives of the several
Underwriters named in Schedule I hereto,
[c/o Book-Running Representative(s)]
[Address]
City, State ZIP
.............., 20..
Ladies and Gentlemen:
Fluor Corporation, a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, Standard Provisions, dated ____________, 20___ (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" consisting of Firm Securities and any Optional
Securities the Underwriters may elect to purchase. 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. 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 11 of the Underwriting Agreement and the address
of the Representatives referred to in Section 12 of the Underwriting Agreement
are set forth in Schedule II.
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, (a) 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 Underwriters set forth in Schedule II
hereto, the number of Firm Securities set forth opposite the name of such
Underwriter in Schedule I hereto and, (b) in the event and to the extent that
the Underwriters shall exercise the election to purchase Optional Securities, as
provided below, 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 purchase price to the Underwriters set forth in
Schedule II hereto that portion of the number of Optional Securities as to which
such election shall have been exercised.
The Company hereby grants to each of the Underwriters the right to
purchase at their election up to the number of Optional Securities set forth
opposite the name of such Underwriter in Schedule I hereto on the terms referred
to in the paragraph above for the sole purpose of covering over-allotments in
the sale of the Firm Securities. Any such election to purchase Optional
Securities may be exercised by written notice from the Representatives to the
Company given within a period of 30 calendar days after the date of this Pricing
Agreement, setting forth the aggregate number of Optional Securities to be
purchased and the date on which such Optional Securities are to be delivered, as
determined by the Representatives, but in no event earlier than the First Time
of Delivery or, unless the Representatives and the Company otherwise agree in
writing, no earlier than two or later than ten business days after the date of
such notice.
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,
FLUOR CORPORATION
By:_________________________
Name:
Title:
Accepted as of the date hereof:
[Name of Book-Running Representative(s)]
[Name(s) of Co-Representative(s)]
[By: ____________________
2
SCHEDULE I
MAXIMUM NUMBER
OF OPTIONAL
NUMBER OF SHARES WHICH
FIRM SHARES MAY BE
UNDERWRITER TO BE PURCHASED PURCHASED
----------- --------------- ---------
--------------- ---------
Total................................................. (14)]
=============== =========
SCHEDULE II -- SHARES
TITLE OF DESIGNATED SECURITIES:
NUMBER OF DESIGNATED SECURITIES:
Number of Firm Securities:
Maximum Number of Optional Securities:
INITIAL OFFERING PRICE TO PUBLIC:
[$........ per Share] [Formula]
PURCHASE PRICE BY UNDERWRITERS:
[$........ per Share] [Formula]
[COMMISSION PAYABLE TO UNDERWRITERS:
$........ per Share
EXCHANGES ON WHICH LISTED
FORM OF DESIGNATED SECURITIES:
Definitive form, to be made available for checking at least 24 hours
prior to the Time of Delivery at the office of The Depository Trust
Company or its designated custodian
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same-day) funds
DESCRIBE ANY BLACKOUT PROVISIONS WITH RESPECT TO THE DESIGNATED SECURITIES
TIME OF DELIVERY:
......... a.m. (New York City time), .................., 20..
CLOSING LOCATION:
1
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Address for Notices, etc.:
OTHER TERMS:
2