Prudential Securities Incorporated. (Prudential Securities), a registered broker-dealer, (ii) The Prudential Insurance Company of America (Prudential), (iii) Pruco Securities Corporation, a registered broker-dealer, (iv) any Prudential Securities or Prudential subsidiary or affiliate duly registered as a broker-dealer and/or a transfer agent pursuant to the 1934 Act or (vi) any other Prudential Securities or Prudential affiliate or subsidiary; provided, however, that PMFS shall be as fully responsible to the Fund for the acts and omissions of any agent or subcontractor as it is for its own acts and omissions.
Prudential Securities Incorporated. (Prudential Securities), a registered broker-dealer, (ii) The Prudential Insurance Company of America (Prudential), (iii) Pruco Securities Corporation, a registered broker-dealer, (iv) any Prudential Securities or Prudential subsidiary or affiliate duly registered as a broker-dealer and/or a transfer agent pursuant to the 1934 Act, (v) any other Prudential Securities or Prudential affiliate or subsidiary otherwise lawfully permitted to perform the services subcontracted hereunder, or (vi) any non-affiliated entity duly registered as a broker-dealer and/or transfer agent or otherwise lawfully permitted to perform the services subcontracted hereunder. It is understood that Prudential may, in turn, subcontract, in whole or in part, the performance of its obligations and duties hereunder to another entity lawfully permitted to perform such obligations and duties.
Prudential Securities Incorporated. Xxxxx Xxxxxx Inc.................................................................. Total........................................................................ 4,000,000 =========
Prudential Securities Incorporated. Total.............................................. 4,000,000 - 39 - 40 EXHIBIT A 4,000,000 Preferred Securities AMERICAN FINANCIAL CAPITAL TRUST I (a Delaware business trust) ____% Trust Originated Preferred Securities ("TOPrS") (Liquidation Amount of $25 Per Security)(SM) PRICING AGREEMENT MERRXXX XXXCX & XO. ___________, 1996 MERRXXX XXXCH, PIERCE, FENNXX & SMITX XXXORPORATED CS FIRST BOSTON CORPORATION DEAN XXXXXX XXXXXXXX XXX. DONAXXXXX, XXFKXX & XENRXXXX SECURITIES CORPORATION PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES INCORPORATED as Representative of the several Underwriters named in the within-mentioned Underwriting Agreement Merrxxx Xxxcx Xxxld Headquarters 5500 Xxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Xxdies and Gentlemen: Reference is made to the Underwriting Agreement, dated ___________________, 1996 (the "Underwriting Agreement"), relating to the purchase by the several Underwriters named in Schedule A thereto, for whom Merrxxx Xxxcx & Xo., Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, CS First Boston Corporation, Dean Xxxxxx Xxxxxxxx Xxx., Donaxxxxx Xxxkxx & Xenrxxxx Xxxurities Corporation, PaineWebber Incorporated and Prudential Securities Incorporated are acting as representatives (the "Representatives"), of the above ___% Trust Originated Preferred Securities (the "Preferred Securities"), of American Financial Capital Trust I, a Delaware business trust (the "Trust"). Pursuant to Section 2 of the Underwriting Agreement, the Trust and American Financial Group, Inc. (the "Company"), an Ohio corporation, agree with each Underwriter as follows:
Prudential Securities Incorporated. By: /s/ Jean-Xxxxxx Xxxfin ------------------------------- Jean-Xxxxxx Xxxfin, Director
Prudential Securities Incorporated. By: ----------------------------- Name: Title:
Prudential Securities Incorporated. Saloxxx Xxxxx Xxxney Inc....................................... Sanfxxx X. Xxxxxxxxx & Xo., Inc................................ Schrxxxx & Xo. Inc............................................. ---------- --------- Total................................................. 48,000,000 7,200,000 ========== =========
Prudential Securities Incorporated. By: ------------------------ Title: ------------------------ Firm Name: ----------------------------- Address: --------------------------- City: State: Zip Code: -------------------------- ------------ ---------- ACCEPTED BY (signature) ------------------------------------------------------- Name (print) Title ------------------------- --------------------------------- Date 199 Phone # ------------------------- --- -------------------------------- Please return two signed copies of this Agreement (one of which will be signed above by us and thereafter returned to you) in the accompanying return envelope to: Prudential Securities Incorporated Attention: Xxxxxxx X. Xxxxxx National Sales Division Three Gateway Center 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx, XX 00000-0000
Prudential Securities Incorporated. [ ] Schedule A Giga Information Group Investment Corporation Giga Information Group Ltd. Giga Information Group GmbH BIS Italy SRL Giga Information Group S.A.R.L. Schedule B Schedule C Form of Pricing Opinion Friedman, Billings, Xxxxxx & Co., Inc. Potomac Tower 0000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Giga Information Group, Inc. Xxx Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 Pricing Opinion --------------- Ladies and Gentlemen: Giga Information Group, Inc., a Delaware corporation (the "Corporation"), has filed with the Securities and Exchange Commission a registration statement on Form S-1 (Reg. No. 333-52899) relating to the offering of 3,000,000 shares of common stock (plus up to 450,000 shares of common stock subject to the underwriters' over-allotment option), par value $.001 per share (the "Common Stock"). Prudential Securities Incorporated is acting as one of the several underwriters of the offering to the public of the Common Stock (the "Offering"). Friedman, Billings, Xxxxxx & Co., Inc. ("FBR"), directly and through affiliates, in the aggregate beneficially owns more than 10% of the outstanding subordinated debt of the Corporation, pursuant to the Loan and Warrant Purchase Agreement between the Corporation and certain affiliates of FBR dated April 7, 1998. The debt shall automatically convert into shares of the Corporation's Series D Preferred Stock and a warrant to purchase shares of Series D Preferred Stock on February 1, 1999 (which based on the current capitalization of the Corporation shall be greater than 10% of the Corporation's Preferred Stock) unless repaid prior thereto on the occurrence of an initial public offering of the Corporation's Common Stock. Under the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD"), due to the ownership interest in the Corporation of FBR, the Corporation may be deemed to be an affiliate of FBR. Accordingly, the public offering price can be no higher than that recommended by a "qualified independent underwriter" meeting certain standards. We have been retained as a Qualified Independent Underwriter to recommend to you the maximum offering price for the Common Stock as required by the NASD Conduct Rules. We have participated in the preparation of the Registration Statement and the Prospectus (as such terms are defined in the Agreement) and have exercised the usual standards of "due diligence" with respect thereto. Assuming that the Offering is commenced on _________...
Prudential Securities Incorporated. Total =============
