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EXHIBIT 1.2
EXECUTION COPY
December 7, 2000
Credit Suisse First Boston Corporation
Chase Securities Inc.
Goldman, Sachs & Co.
Salomon Smith Barney, Inc.
Advest, Inc.
Fleet Securities, Inc.
As Representatives of the several
Underwriters named in Schedule I hereto
c/o Credit Suisse First Boston Corporation
277 Park Avenue
New York, New York 10172
Ladies and Gentlemen:
The MONY Group Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated March 3, 2000 (the "Underwriting Agreement"), of
the Company 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 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 Securities 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 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.
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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.
If the foregoing is in accordance with your understanding,
please sign and return to us one for the Company and each of the Representatives
plus one for each counsel 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,
The MONY Group Inc.
By: Richard Daddario
/s/ Richard Daddario
--------------------------------
Name: Richard Daddario
Title: Executive Vice President and
Chief Financial Officer
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Accepted as of the date hereof:
Credit Suisse First Boston Corporation
Chase Securities Inc.
Goldman, Sachs & Co.
Salomon Smith Barney, Inc.
Advest, Inc.
Fleet Securities, Inc.
Credit Suisse First Boston Corporation
By: /s/ Thomas D. Stoddard
---------------------------------
Name: Thomas D. Stoddard
Title: Managing Director
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SCHEDULE I
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<CAPTION>
PRINCIPAL AMOUNT OF
DESIGNATED SECURITIES
UNDERWRITER TO BE PURCHASED
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<S> <C>
Credit Suisse First Boston Corporation.................................................. 137,500,000
Chase Securities Inc. .................................................................. 34,375,000
Goldman, Sachs & Co. ................................................................... 34,375,000
Salomon Smith Barney, Inc. ............................................................. 34,375,000
Advest, Inc. ........................................................................... 20,625,000
Fleet Securities, Inc. ................................................................. 13,750,000
TOTAL................................................................................... $275,000,000
============
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SCHEDULE II
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<S> <C>
TITLE OF DESIGNATED SECURITIES: 7.45% Senior Notes due December 15, 2005
AGGREGATE PRINCIPAL AMOUNT: $275,000,000
PRICE TO PUBLIC: 99.884% of the principal amount of the Designated
Securities, plus accrued interest, if any.
PURCHASE PRICE BY UNDERWRITERS: 99.284% of the principal amount of the Designated
Securities, plus accrued interest, if any.
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.
SPECIFIED FUNDS FOR PAYMENT: Federal (same day) funds
OF PURCHASE PRICE
TIME OF DELIVERY: 10:00 a.m. (New York City time), December 12, 2000
INDENTURE: Amended and Restated Indenture dated as of February 15,
2000, between the Company and The Chase Manhattan Bank,
as Trustee (the "Amended and Restated Indenture"), as
supplemented by the First Supplemental Indenture dated
March 8, 2000 (the "First Supplemental Indenture") and
the Second Supplemental Indenture dated December
12, 2000 (the "Second Supplemental Indenture" and
together with the First Supplemental Indenture and
Amended and Restated Indenture, the "Indenture") between
the Company and the Trustee.
MATURITY: December 15, 2005
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<S> <C>
INTEREST RATE: 7.45%
INTEREST PAYMENT DATES: June 15 and December 15, commencing June 15, 2001
REDEMPTION PROVISIONS: The Designated Securities may be redeemed in whole or in
part at the option of the Company, as described in the
Second Supplemental Indenture.
SINKING FUND PROVISIONS: No sinking fund provisions.
DEFEASANCE PROVISIONS: The defeasance and covenant defeasance provisions of the
Indenture will apply to the Designated Securities.
CLOSING LOCATION FOR DELIVERY: LeBoeuf, Lamb, Greene & MacRae, L.L.P.
OF DESIGNATED SECURITIES 125 West 55th Street
New York, New York 10019
NAME AND ADDRESS: Designated Representative:
OF DESIGNATED REPRESENTATIVE
Credit Suisse First Boston Corporation
Address for Notices, etc:
c/o Credit Suisse First Boston Corporation
277 Park Avenue
New York, New York 10172
Attention: Joseph D. Fashano
Transaction Advisory Group
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