EXHIBIT 1(B)
UNDERWRITING AGREEMENT
February 26, 1998
Thiokol Corporation
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx, Xxxx 00000-0000
Dear Sirs and Mesdames:
We (the "Manager") are acting on behalf of the underwriters (including
ourselves) named below (such underwriters being herein called the
"Underwriters"), and we understand that Thiokol Corporation, a Delaware
corporation (the "Company"), proposes to issue and sell $150,000,000 aggregate
principal amount of 6 5/8% Senior Notes due 2008 (the "Debt Securities"). The
Debt Securities are also referred to herein as the "Offered Securities." The
Debt Securities will be issued pursuant to the provisions of an Indenture dated
as of March 3, 1998 (the "Indenture") between the Company and Xxxxxx Trust and
Savings Bank, as Trustee (the "Trustee").
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company hereby agrees to sell to the several Underwriters, and each
Underwriter agrees, severally and not jointly, to purchase from the Company the
respective principal amounts of Debt Securities set forth below opposite their
names at a purchase price of 98.773% of the principal amount of Debt Securities,
plus accrued interest from March 1, 1998 to the date of payment and delivery:
Principal Amount of
Name Debt Securities
----------------------------------------- -------------------
Xxxxxx Xxxxxxx & Co. Incorporated $ 60,000,000
Credit Suisse First Boston Corporation 30,000,000
ABN AMRO Incorporated 20,000,000
BT Alex. Xxxxx Incorporated 20,000,000
First Chicago Capital Markets, Inc. 20,000,000
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Total............................... $150,000,000
The Underwriters will pay for the Offered Securities upon delivery thereof
at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000 at 10:00 a.m. (New York time) on March 3, 1998, or
at such other time, not later than 5:00 p.m. (New York time) on March 10, 1998,
as shall be designated by the Manager. The time and date of such payment and
delivery are hereinafter referred to as the Closing Date.
The Offered Securities shall have the terms set forth in the Prospectus
dated February 26, 1998, and the Prospectus Supplement dated February 26, 1998
(the "Prospectus Supplement"), including the following:
Terms of Debt Securities
Maturity Date: March 1, 2008
Interest Rate: 6 5/8% per annum, payable semiannually in
arrears on each Interest Payment Date
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Redemption Provisions: The Debt Securities will be redeemable, in
whole or from time to time in part, at the
option of the Company at any time at a
redemption price equal to the greater of (i)
100% of the principal amount of the Debt
Securities to be redeemed and (ii) the sum of
the present values of the remaining scheduled
payments of principal and interest thereon
(exclusive of interest accrued to the date of
redemption) 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 20 basis
points plus, in either case, accrued and
unpaid interest on the principal amount being
redeemed to the date of redemption.
Interest Payment Dates: March 1 and September 1, commencing
September 1, 1998 (Interest accrues from
March 1, 1998)
Form and Denomination: The Debt Securities will be represented by a
global note registered in the name of a
nominee of The Depository Trust Company,
as depositary. The Debt Securities will be
issued in denominations of $1,000 and
integral multiples thereof.
All provisions contained in the document entitled Thiokol Corporation
Underwriting Agreement Standard Provisions (Debt Securities and Warrants to
Purchase Debt Securities) dated February 26, 1998, 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
an Offered Security shall not be deemed to be a part of this Agreement, (iii) if
the Offered Securities do not include Debt Warrants, then all references in such
document to Debt Warrant Securities shall not be deemed to be a part of this
Agreement and (iv) all references in such document to a type of agreement that
has not been entered into in connection with the transactions contemplated
hereby shall not be deemed to be a part of this Agreement.
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Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
XXXXXX XXXXXXX & CO. INCORPORATED
Acting severally on behalf of itself
and the several Underwriters named herein
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Principal
Accepted:
THIOKOL CORPORATION
By: /s/ Xxxxxxxx Xxxxxx
------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Vice President and Treasurer
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