EXHIBIT 1.2
PRICING AGREEMENT
Xxxxxxx, Xxxxx & Co.,
00 Xxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
April 23, 2002
Ladies and Gentlemen:
Lone Star Technologies, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated April 23, 2002 (the "Underwriting Agreement"),
between the Company on the one hand and Xxxxxxx, Sachs & Co. on the other hand,
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Shares specified in Schedule II hereto (the "Designated
Shares" consisting of Firm Shares and any Optional Shares 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; 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 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 Shares pursuant to Section
12 of the Underwriting Agreement and the address of the Representatives
referred to in such Section 12 are set forth in Schedule II hereto.
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 (including the
schedules hereto) 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 number of Firm Shares 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 Shares, 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 Shares 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 Shares 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 sales of
shares in excess of the number of Firm Shares. Any such election to purchase
Optional Shares 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 Shares to be
purchased and the date on which such Optional Shares 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.
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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,
LONE STAR TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President, General
Counsel and Secretary
Accepted as of the date hereof:
XXXXXXX, XXXXX & CO.
By: /s/ Xxxxxxx, Sachs & Co.
------------------------------------
Name: Xxxxxxx, Xxxxx & Co.
Title:
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SCHEDULE I
MAXIMUM NUMBER
OF OPTIONAL
NUMBER OF SHARES WHICH
FIRM SHARES MAY BE
UNDERWRITER TO BE PURCHASED PURCHASED
----------- --------------- ---------
Xxxxxxx, Sachs & Co............................................ 3,250,000 487,500
--------- -------
Total.................................. 3,250,000 487,500
========= =======
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SCHEDULE II
TITLE OF DESIGNATED SHARES:
Common Stock
NUMBER OF DESIGNATED SHARES:
Number of Firm Shares: 3,250,000
Maximum Number of Optional Shares: 487,500
INITIAL OFFERING PRICE TO PUBLIC:
$26.00 per Share
PURCHASE PRICE BY UNDERWRITERS:
$25.52 per Share
FORM OF DESIGNATED SHARES:
Definitive form, to be made available for checking at least twenty-four
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
BLACKOUT PROVISIONS
During the period beginning on the date hereof and continuing to and
including the 90th day thereafter the Company agrees not to 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 Shares, including but not limited to shares of the
Company's common stock, any securities that are convertible into or
exchangeable for, or that represent the right to receive, shares of the
Company's common stock or any such substantially similar securities
(other than (A) pursuant to employee stock option plans existing on, or
upon the conversion of convertible or exchangeable securities
outstanding as of, the date hereof; (B) up to 3.5 million shares of the
Company's common stock in the aggregate in connection with any issuance
of equity securities directly to Xxxxxxx Incorporated and/or its
affiliates (considered a sole entity) as partial consideration for the
Company's proposed acquisition of the assets of the Tubular Products
Division of North Star Steel Company; or (C) in the event the Company
issues less than 2.5 million shares of its common stock in the
aggregate pursuant to the immediately preceding clause (B), up to 1.0
million shares of its common stock, in the aggregate, directly to the
seller or an affiliate of the seller as consideration for one or more
acquisitions by the Company) without the prior written consent of
Xxxxxxx, Sachs & Co.
Prior to the Time of Delivery specified below, Alpine Capital, L.P.,
Keystone, Incorporated and each director and executive officer of the
Company shall have delivered to Xxxxxxx, Xxxxx & Co. their written
agreements, in form and substance
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satisfactory to Xxxxxxx, Sachs & Co., dated as of the date hereof, not
to offer, sell, contract to sell or otherwise dispose of any securities
of the Company that are substantially similar to the Designated Shares,
including but not limited to shares of the Company's common stock, any
securities that are convertible into or exchangeable for, or that
represent the right to receive, shares of the Company's common stock or
any such substantially similar securities during the period beginning
on the date hereof and continuing to and including the 90th day
thereafter without the prior written consent of Xxxxxxx, Xxxxx & Co.
TIME OF DELIVERY:
9 a.m. (New York City time), April 26, 2002.
CLOSING LOCATION:
Debevoise & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices, etc.:
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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