EXHIBIT 1.1
PRICING AGREEMENT
_______________
Xxxxxx X. Xxxxx & Co., L.P.
00000 Xxxxxxxxxx Xxxx
Xx. Xxxxx, XX 00000
January 14, 1999
Dear Sirs:
Xxxxxxxxxx Realty Investors, a Texas real estate investment trust (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement, dated October 20, 1998 (the "Underwriting
Agreement"), between the Company on the one hand and Xxxxxx X. Xxxxx & Co., L.P.
(the "Underwriter") on the other hand, to issue and sell to the Underwriter
2,300,000 of the Shares specified in Schedule II hereto (the "Designated
Shares"). 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; 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 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 Shares which are the subject of this
Pricing Agreement. Each reference to the Representative 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.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, 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 you, and you agree to purchase from the Company, at the time
and place and at the purchase price to the Underwriter set forth in Schedule II
hereto, the number of Designated Shares set forth opposite your name in Schedule
II hereto.
In addition to the compensation provided for herein, the Company agrees to
pay to you an unallocated expense allowance of $115,000 in connection with this
transaction.
If the foregoing is in accordance with your understanding, please sign and
return to us two 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,
Xxxxxxxxxx Realty Investors
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Senior Vice President & Treasurer
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Accepted as of the date hereof:
Xxxxxx X. Xxxxx & Co., L.P.
By: /s/ T. Xxxxxxx Xxxxx, Xx.
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SCHEDULE I
UNDERWRITER: NUMBER OF DESIGNATED SHARES
TO BE PURCHASED
Xxxxxx X. Xxxxx & Co., L.P. 2,300,000
Total: 2,300,000
SCHEDULE II
TITLE OF DESIGNATED SHARES:
7.00% Series C Cumulative Redeemable Preferred Shares
DATE OF BOARD RESOLUTION ESTABLISHING DESIGNATED SHARES:
January 14, 1999
NUMBER OF DESIGNATED SHARES:
2,300,000 shares
OVER-ALLOTMENT OPTION:
Not Applicable
INITIAL OFFERING PRICE TO PUBLIC:
$ 50.00 per share
PURCHASE PRICE BY UNDERWRITER:
$ 48.425 per share
COMMISSION PAYABLE TO UNDERWRITER:
$ 1.575 per share
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Immediately available funds
DIVIDEND RATE:
7.00% per annum
DIVIDEND PAYMENT DATES:
15th day of each March, June, September and December
DIVIDEND RIGHTS:
Cumulative
VOTING RIGHTS:
None, except as specified in the Declaration of Trust or required by Texas
law; provided that if dividends are not paid for six or more quarterly periods,
the holders of the Designated Shares (together with any other preferred
shareholders who have the same voting rights) may elect two additional trust
managers to serve on the board of trust managers until all dividends in arrears
have been paid, all as more fully set forth in the Prospectus Supplement and the
Board resolutions establishing the 7.00% Series C Cumulative Redeemable
Preferred Shares.
LIQUIDATION RIGHTS:
Liquidation preference of $50.00 per share.
PREEMPTIVE AND CONVERSION RIGHTS:
None
REDEMPTION PROVISIONS:
The Designated Shares may be redeemed, in whole or in part at the option of
the Company, at any time after March 15, 2004, solely from the proceeds of an
offering of the Company's capital shares, at a redemption price of $50.00 per
share, plus accrued and unpaid dividends thereon to the date fixed for
redemption, without interest.
The Company will redeem the Designated Shares upon the death of any
registered owner of the Designated Shares, subject to the limitations more fully
described in the Prospectus Supplement and the Board resolutions establishing
the 7.00% Series C Cumulative Redeemable Preferred Shares.
SINKING FUND PROVISIONS:
None
TIME OF DELIVERY:
January 21, 1999
CLOSING LOCATION FOR DELIVERY OF SHARES:
Xxxxxxx and Xxxxxx
000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
NAME AND ADDRESS OF REPRESENTATIVE:
Xxxxxx X. Xxxxx & Co., L.P.
00000 Xxxxxxxxxx Xxxx
Xx. Xxxxx, XX 00000
OTHER TERMS:
The 7.00% Series C Cumulative Redeemable Preferred Shares will be listed on
the New York Stock Exchange subject to official notice of issuance.
