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EXHIBIT 1.3
PRICING AGREEMENT
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated
000 Xxxxx Xxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxx, Xxxxxxxx 00000
February 24, 1998
Ladies and Gentlemen:
American Health Properties, Inc., a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement, dated February 24, 1998 (the "Underwriting
Agreement"), between the Company on the one hand and you 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 provision 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 that 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 that 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 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 six counterparts hereof, and upon acceptance hereof by you,
this letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between you and the Company.
Very truly yours,
American Health Properties, Inc.
By: /s/ Xxxxxxx X. XxXxx
------------------------------------
Name: Xxxxxxx X. XxXxx
Title: Senior Vice President
and Chief Financial Officer
Accepted as of the date hereof:
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated
By: /s/ Xxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxx X. Xxxxxxx, Xx.
Title: Vice President
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SCHEDULE I
NUMBER OF
SHARES OF
COMMON
STOCK TO BE
UNDERWRITER PURCHASED
----------- -------------------
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 353,201
-------------------
Total 353,201
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
Common Stock, $.01 par value
AGGREGATE NUMBER OF DESIGNATED SECURITIES:
353,201 Shares
(These are all Firm Shares and there are no Optional Shares in this
transaction.)
PRICE TO PUBLIC:
$28.3125 per Share
PURCHASE PRICE BY UNDERWRITERS:
$27.0384375 per Share
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:
Immediately available funds
TIME OF DELIVERY:
10:00 a.m. (New York City time), on February 27, 1998
TRANSFER AGENT:
ChaseMellon Shareholder Services, L.L.C.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
The Closing will take place at Hunton & Xxxxxxxx, Richmond, Virginia.
The Designated Securities will be delivered to DTC or its designated custodian.
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NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives, as referred to in Section 12 of the
Underwriting Agreement:
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated
Address for Notices, etc.:
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
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