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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 17, 1999
SONOCO PRODUCTS COMPANY
Incorporated under the Commission File No. 1-11261 I.R.S. Employer
laws of South Carolina Identification No.
57-0248420
Post Office Box 160
Hartsville, South Carolina 29551-0160
Telephone: 843-383-7000
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
The following exhibits are filed herewith:
Exhibit 1 - Underwriting Agreement
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SONOCO PRODUCTS COMPANY
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
SONOCO PRODUCTS COMPANY
(Registrant)
Date: November 19, 1999 By: /s/ F. T. Hill, Jr.
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F. T. Hill, Jr.
Vice President and
Chief Financial Officer
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Exhibit 1
SONOCO PRODUCTS COMPANY
Debt Securities
Underwriting Agreement
November 17, 1999
To the Representatives named
in Schedule I hereto of the
Underwriters named in
Schedule II hereto
Dear Sirs:
Sonoco Products Company, a South Carolina corporation (the "Company"),
proposes to issue and sell to the underwriters named in Schedule II hereto (the
"Underwriters"), for whom you are acting as representatives (the
"Representatives"), the principal amount of its debt securities identified in
Schedule I hereto (the "Securities"), to be issued under the indenture specified
in Schedule I hereto (the "Indenture") between the Company and the Trustee
identified in such Schedule (the "Trustee"). If the firm or firms listed in
Schedule II hereto include only the firm or firms listed in Schedule I hereto,
then the terms "Underwriters" and "Representatives", as used herein shall each
be deemed to refer to such firm or firms.
The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Securities Act"), a registration
statement or statements (the file numbers of which are set forth in Schedule I
hereto) on Form S-3, relating to certain debt securities (the "Shelf
Securities") to be issued from time to time by the Company. The Company also has
filed with, or proposes to file with, the Commission pursuant to Rule 424 under
the Securities Act a prospectus supplement specifically relating to the
Securities. The registration statements as amended to the date of this Agreement
are hereinafter referred to as the "Registration Statement" and the related
prospectus covering the Shelf Securities in the form first used to confirm sales
of the Securities is hereinafter referred to as the "Basic Prospectus". The
Basic Prospectus as supplemented by the prospectus supplement specifically
relating to the Securities in the form first used to confirm sales of the
Securities is hereinafter referred to as the "Prospectus". Any reference in this
Agreement to the Registration Statement, the Basic Prospectus, any preliminary
form of Prospectus (a "preliminary prospectus") previously filed with the
Commission pursuant to Rule 424 or the Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein pursuant to Item 12
of Form S-3 under the Securities Act which were filed under the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Exchange Act") on or before the date
of this Agreement or the date of the Basic Prospectus, any preliminary
prospectus or the Prospectus, as the case may be; and any reference to "amend",
"amendment" or "supplement" with respect to the Registration Statement,
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the Basic Prospectus, any preliminary prospectus or the Prospectus shall be
deemed to refer to and include any documents filed under the Exchange Act after
the date of this Agreement, or the date of the Basic Prospectus, any preliminary
prospectus or the Prospectus, as the case may be, which are deemed to be
incorporated by reference therein.
The Company hereby agrees with the Underwriters as follows:
1. The Company agrees to issue and sell the Securities to the several
Underwriters as hereinafter provided, and each Underwriter, on the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees to purchase, severally and not jointly, from the
Company the respective principal amount of Securities set forth opposite such
Underwriter's name in Schedule II hereto at the purchase price set forth in
Schedule I hereto plus accrued interest, if any, from the date specified in
Schedule I hereto to the date of payment and delivery.
2. The Company understands that the several Underwriters intend (i) to
make a public offering of their respective portions of the Securities and (ii)
initially to offer the Securities upon the terms set forth in the Prospectus.
3. Payment for the Securities shall be made to the Company or to its
order in immediately available funds by wire transfer or other same day funds on
the date and at the time and place set forth in Schedule I hereto (or at such
time and place on the same or such other date, not later than the fifth Business
Day thereafter, as the Representatives and the Company may agree in writing).
The Company will deliver against payment of the purchase price the Securities in
the form of one or more permanent global securities in definitive form (the
"Global Securities") deposited with the Trustee as custodian for The Depository
Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for
DTC. Interests in any permanent global securities will be held only in
book-entry form through DTC, except in the limited circumstances described in
the Prospectus. As used herein, the term "Business Day" means any day other than
a day on which banks are permitted or required to be closed in New York City.
The time and date of such payment and delivery with respect to the Securities
are referred to herein as the Closing Date.
4. The Company represents and warrants to each Underwriter that:
(a) the Registration Statement has been declared effective by
the Commission under the Securities Act; no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceeding for that purpose has been instituted or, to the knowledge of
the Company, threatened by the Commission; and the Registration
Statement and Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) comply, or
will comply, as the case may be, in all material respects with the
Securities Act and the Trust Indenture Act of 1939, as amended, and the
rules and regulations of the Commission thereunder (collectively, the
"Trust Indenture Act"), and do not and will not, as of the applicable
effective date as to the Registration Statement and any amendment
thereto and as of the date of the Prospectus and any amendment or
supplement thereto, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances
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under which they were made, not misleading, and the Prospectus, as
amended or supplemented at the Closing Date, if applicable, will not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading and the
Prospectus, as amended or supplemented at the Closing Date, if
applicable, will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; except that the foregoing representations and warranties
shall not apply to (i) that part of the Registration Statement which
constitutes the Statement of Eligibility (Form T-1) under the Trust
Indenture Act of the Trustee, and (ii) statements or omissions in the
Registration Statement or the Prospectus made in reliance upon and in
conformity with information relating to any Underwriter furnished to
the Company in writing by such Underwriter through the Representatives
expressly for use therein;
(b) the documents incorporated by reference in the Prospectus,
when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act, and none of such
documents contained an untrue statement of a material fact or omitted
to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus, when such documents are filed with the
Commission will conform in all material respects to the requirements of
the Exchange Act, as applicable, and will not contain an untrue
statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading;
(c) the financial statements, and the related notes thereto,
included or incorporated by reference in the Registration Statement and
the Prospectus present fairly the consolidated financial position of
the Company and its consolidated subsidiaries as of the dates indicated
and the results of their operations and the changes in their
consolidated cash flows for the periods specified; said financial
statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis except as set forth
in the notes thereto, and the supporting schedules included or
incorporated by reference in the Registration Statement present fairly
the information required to be stated therein;
(d) since the respective dates as of which information is
given in the Registration Statement and the Prospectus, there has not
been any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general
affairs, business, prospects, financial position, shareholders' equity
or results of operations of the Company and its subsidiaries, taken as
a whole, otherwise than as set forth or contemplated in the Prospectus;
and except as set forth or contemplated in the Prospectus neither the
Company nor any of its subsidiaries has entered into any transaction or
agreement (whether or not in the ordinary course of business) material
to the Company and its subsidiaries taken as a whole;
(e) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the state
of its incorporation, with corporate power and authority to own its
properties and conduct its business as described
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in the Prospectus, and has been duly qualified as a foreign corporation
for the transaction of business and is in good standing under the laws
of each other jurisdiction in which it owns or leases properties, or
conducts any business, so as to require such qualification, other than
where the failure to be so qualified or in good standing would not have
a material adverse effect on the Company and its subsidiaries taken as
a whole;
(f) each of the Company's significant subsidiaries (as defined
in the Commission's Regulation S-X) incorporated under the laws of a
state of the United States ("Significant Subsidiary") has been duly
incorporated and is validly existing as a corporation under the laws of
its jurisdiction of incorporation, with corporate power and authority
to own its properties and conduct its business as described in the
Prospectus, and has been duly qualified as a foreign corporation for
the transaction of business and is in good standing under the laws of
each jurisdiction in which it owns or leases properties or conducts any
business so as to require such qualification, other than where the
failure to be so qualified or in good standing would not have a
material adverse effect on the Company and its subsidiaries taken as a
whole; and all the outstanding shares of capital stock of each
subsidiary of the Company have been duly authorized and validly issued,
are fully-paid and nonassessable, and (except in the case of foreign
subsidiaries, for directors' qualifying shares) are owned by the
Company, directly or indirectly, free and clear of all liens,
encumbrances, security interests and claims except for statutory liens
which individually and in the aggregate are not material;
(g) this Agreement has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution and
delivery by the Underwriters and the valid and binding nature of this
Agreement on the Underwriters, constitutes a valid and legally binding
agreement of the Company, except as rights to indemnity and
contribution may be limited by applicable law;
(h) the Securities have been duly authorized, and when issued
and delivered pursuant to this Agreement and the Indenture, will have
been duly executed, authenticated, issued and delivered and will
constitute valid and binding obligations of the Company entitled to the
benefits provided by the Indenture; the Indenture has been duly
authorized, executed and delivered by the Company and the Trustee, has
been duly qualified under the Trust Indenture Act, and constitutes a
valid and binding instrument enforceable in accordance with its terms,
subject as to enforceability to bankruptcy, insolvency, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles; and the
Securities and the Indenture will conform to the descriptions thereof
in the Prospectus;
(i) neither the Company nor any of its subsidiaries is, or
with the giving of notice or lapse of time or both would be, in
violation of or in default under, its Articles of Incorporation or
By-Laws or any indenture, mortgage, deed of trust, loan agreement or
other material agreement or instrument to which the Company or any of
its subsidiaries is a party or by which it or any of them or any of
their respective properties is bound, except for violations and
defaults which individually and in the aggregate are not material to
the Company and its subsidiaries taken as a whole or to the holders of
the Securities; the issue and sale of the Securities and the
performance by the Company of all of the provisions of its obligations
under the Securities, the Indenture and this Agreement and
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the consummation of the transactions herein and therein contemplated
will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other material agreement or instrument
to which the Company or any of its subsidiaries is a party or by which
the Company or any of its subsidiaries is bound or to which any of the
property or assets of the Company or any of its subsidiaries is
subject, nor will any such action result in any violation of the
provisions of the Articles of Incorporation or the By-Laws of the
Company or any material applicable law or statute or any order, rule or
regulation of any court or governmental agency or body having
jurisdiction over the Company, its subsidiaries or any of their
respective properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental
agency or body is required for the issue and sale of the Securities by
the Company or the consummation by the Company of the transactions
contemplated by this Agreement or the Indenture, except such consents,
approvals, authorizations, registrations or qualifications as have been
obtained under the Securities Act and the Trust Indenture Act and as
may be required under state securities or Blue Sky Laws in connection
with the purchase and distribution of the Securities by the
Underwriters;
(j) other than as set forth or contemplated in the Prospectus,
there are no legal or governmental proceedings (including, without
limiting the generality of the term, proceedings arising under any
Federal, state or local provisions that have been enacted or adopted
regulating the discharge of materials into the environment or primarily
for the purpose of protecting the environment) pending, or, to the
knowledge of the Company, threatened, to which the Company or any of
its subsidiaries is or may be a party or to which any property of the
Company or any of its subsidiaries is or may be the subject which, if
determined adversely to the Company, could individually or in the
aggregate reasonably be expected to have a material adverse effect on
the general affairs, business, prospects, management, financial
position, shareholders' equity or results of operations of the Company
and its subsidiaries taken as a whole and, to the best of the Company's
knowledge, no such proceedings are contemplated by governmental
authorities; and there are no contracts or other documents of a
character required to be filed as an exhibit to the Registration
Statement or required to be described in the Registration Statement or
the Prospectus which are not filed or described as required; and
(k) other than as set forth or contemplated in the Prospectus,
to the best of the Company's knowledge (i) neither the Company nor any
of its subsidiaries: (A) is in violation or alleged to be in violation
of any statute, rule, regulation, permit, common law requirement,
binding agreement, decision, decree, judgment, order or other legal
requirement of any governmental agency or body or any court, domestic
or foreign, relating to the use, disposal, generation, storage,
treatment, transportation, recycling, reclamation, release, management,
or handling of hazardous or toxic wastes, chemicals, pollutants,
contaminants, constituents, materials or substances (collectively
"hazardous substances") or petroleum products, constituents or wastes
(collectively "petroleum substances") or relating to the protection or
restoration or remediation of the environment or natural resources or
human exposure to hazardous substances or petroleum substances
(collectively, "environmental laws"), or (B) owns, operates or uses or
formerly owned, operated or used any real property contaminated with
any hazardous substance or petroleum substance or that is subject to
investigation, restoration or remediation
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requirements under any environmental laws, which violation or
contamination could individually or in the aggregate reasonably be
expected to have a material adverse effect on the general affairs,
business, prospects, management, financial position, shareholders'
equity or results of operations of the Company and its subsidiaries
taken as a whole, and (ii) the Company is not aware of any existing
condition which might lead to such a violation, alleged violation or
contamination.
5. The Company covenants and agrees with the several Underwriters as
follows:
(a) to file the Prospectus in a form approved by the
Representatives pursuant to Rule 424 under the Securities Act not later
than the Commission's close of business on the second Business Day
following the date of determination of the offering price of the
Securities;
(b) to deliver to each Representative and counsel for the
Underwriters identified in Schedule I hereto ("Counsel for the
Underwriters"), at the expense of the Company, a signed copy of the
Registration Statement (as originally filed) and each amendment
thereto, in each case including exhibits and documents incorporated by
reference therein and, during the period mentioned in paragraph (f)
below, to each of the Underwriters as many copies of the Prospectus
(including all amendments and supplements thereto) and documents
incorporated by reference therein as the Representatives may reasonably
request;
(c) during the period mentioned in paragraph (f) below, before
filing any amendment or supplement to the Registration Statement or
Prospectus, to furnish to the Representatives a copy of any proposed
amendment or supplement to the Registration Statement or the
Prospectus, for review, and not to file any such proposed amendment or
supplement to which the Representatives reasonably object;
(d) to file promptly, subject to the provisions of paragraph
(c) above, all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
during the period mentioned in paragraph (f) below;
(e) during the period mentioned in paragraph (f) below, to
advise the Representatives promptly, and to confirm such advice in
writing, (i) when any amendment to the Registration Statement shall
have become effective, (ii) of any request by the Commission for any
amendment to the Registration Statement or any amendment or supplement
to the Prospectus or for any additional information, (iii) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation or
threatening of any proceeding for that purpose, and (iv) of the receipt
by the Company of any notification with respect to any suspension of
the qualification of the Securities for offer and sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose; and to use its best efforts to prevent the issuance of
any such stop order or notification and, if issued, to obtain as soon
as possible the withdrawal thereof;
(f) if, during such period after the first date of the public
offering of the
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Securities as in the opinion of Counsel for the Underwriters a
prospectus relating to the Securities is required by law to be
delivered in connection with sales by an Underwriter or dealer, any
event shall occur as a result of which it is necessary to amend or
supplement the Prospectus in order to make the statements therein, in
the light of the circumstances when the Prospectus is delivered to a
purchaser, not misleading, or if it is necessary to amend or supplement
the Prospectus to comply with law, forthwith to prepare and furnish, at
the expense of the Company, to the Underwriters and to the dealers
(whose names and addresses the Representatives will furnish to the
Company) to which Securities may have been sold by the Representatives
on behalf of the Underwriters and to any other dealers upon request,
such amendments or supplements to the Prospectus as may be necessary so
that the statements in the Prospectus as so amended or supplemented
will not, in the light of the circumstances when the Prospectus is
delivered to a purchaser, be misleading or so that the Prospectus will
comply with law;
(g) to endeavor to qualify the Securities for offer and sale
under the securities laws of such jurisdictions as the Representatives
shall reasonably request and to continue such qualification in effect
so long as reasonably required for distribution of the Securities and
to pay all fees and expenses (including the reasonable fees and
disbursements of Counsel for the Underwriters) reasonably incurred in
connection with such qualification and in connection with the
determination of the eligibility of the Securities for investment under
the laws of such jurisdictions as the Representatives may designate;
provided that the Company shall not be required to file a general
consent to service of process or to qualify as a foreign corporation to
do business in any jurisdiction;
(h) to make generally available to its security holders and to
the Representatives as soon as practicable an earnings statement
covering a period of at least twelve months beginning with the first
complete fiscal quarter of the Company occurring after the later of (i)
the effective date of the Registration Statement, (ii) the effective
date of the most recent post-effective amendment to the Registration
Statement to become effective prior to the date hereof and (iii) the
date of the Company's most recent Annual Report on Form 10-K filed with
the Commission prior to the date hereof, which shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 of the
Commission promulgated thereunder;
(i) during the period of three years after the date hereof, to
furnish to the Representatives copies of all reports or other
communications (financial or other) furnished to holders of Securities,
and copies of any reports with financial statements furnished to or
filed with the Commission or any national securities exchange;
(j) during the period beginning on the date hereof and
continuing to and including the later of (i) the termination of trading
restrictions for the Securities, as notified to the Company by the
Representatives (which period in no event shall extend beyond 14 days
following the Closing Date), and (ii) the Closing Date, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of
or guaranteed by the Company which are substantially similar to the
Securities without the prior written consent of the Representatives;
and
(k) to pay all costs and expenses incident to the performance
of its obligations
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hereunder, including without limiting the generality of the foregoing,
all costs and expenses (i) incident to the preparation, issuance,
execution, authentication and delivery of the Securities, including any
expenses of the Trustee, (ii) incident to the preparation, printing and
filing under the Securities Act of the Registration Statement, the
Prospectus and any preliminary prospectus (including in each case all
exhibits, amendments and supplements thereto), (iii) incurred in
connection with the registration or qualification of the Securities
under the laws of such jurisdictions as the Underwriters may reasonably
designate (including the reasonable fees of Counsel for the
Underwriters and their disbursements), (iv) in connection with the
listing of the Securities on any stock exchange, (v) related to any
filing with National Association of Securities Dealers, Inc., (vi) in
connection with the printing (including word processing and duplication
costs) and delivery of this Agreement and the Indenture and the
furnishing to underwriters and dealers of copies of the Registration
Statement and the Prospectus, including mailing and shipping, as herein
provided and (vii) payable to rating agencies in connection with the
rating of the Securities.
6. The several obligations of the Underwriters hereunder shall be
subject to the following conditions:
(a) the representations and warranties of the Company
contained herein are true and correct in all material respects on and
as of the Closing Date as if made on and as of the Closing Date and the
Company shall have in all material respects complied with all
agreements and all conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date;
(b) the Prospectus shall have been filed with the Commission
pursuant to Rule 424 within the applicable time period prescribed for
such filing by the rules and regulations under the Securities Act; no
stop order suspending the effectiveness of the Registration Statement
shall be in effect, and no proceedings for such purpose shall be
pending before or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been
complied with to the satisfaction of the Representatives;
(c) subsequent to the execution and delivery of this Agreement
and prior to the Closing Date, there shall not have occurred any
downgrading, nor shall any notice have been given of (i) any intended
or potential downgrading or (ii) any review or possible change that
does not indicate an improvement, in the rating accorded any securities
of or guaranteed by the Company by any "nationally recognized
statistical rating organization", as such term is defined for purposes
of Rule 436(g)(2) under the Securities Act;
(d) since the respective dates as of which information is
given in the Prospectus there shall not have been any material adverse
change or any development involving a material adverse change, in or
affecting the general affairs, business, financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries, taken as a whole, otherwise than as set forth or
contemplated in the Prospectus, the effect of which in the judgment of
the Representatives makes it impracticable to proceed with the public
offering or the delivery of the Securities on the terms and in the
manner
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contemplated in the Prospectus;
(e) the Representatives shall have received on and as of the
Closing Date a certificate of an executive officer of the Company
satisfactory to the Representatives, on the best knowledge of such
executive officer, to the effect set forth in subsections (a) through
(c) of this Section and to the further effect that there has not
occurred any material adverse change, or any development involving a
material adverse change, in or affecting the general affairs, business,
prospects, financial position, shareholders' equity or results of
operations of the Company and its subsidiaries taken as a whole from
that set forth or contemplated in the Prospectus;
(f) Sinkler & Boyd, P.A., general counsel for the Company,
shall have furnished to the Representatives their written opinion,
dated the Closing Date, in form and substance satisfactory to the
Representatives, to the effect that:
(i) the Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation, with corporate
power and authority to own its properties and conduct its
business as described in the Prospectus as then amended or
supplemented;
(ii) each of the Company's Significant Subsidiaries
has been duly incorporated and is validly existing as a
corporation under the laws of its jurisdiction of
incorporation with corporate power and authority to own its
properties and conduct its business as described in the
Prospectus;
(iii) such counsel does not know of any contracts or
other documents of a character required to be filed as an
exhibit to the Registration Statement or required to be
described in the Registration Statement or the Prospectus
which are not filed or described as required, or of any
pending legal proceedings to which the Company or any of its
subsidiaries is a party or of which any of their property is
the subject required to be described in the Registration
Statement or the Prospectus which are not described as
required;
(iv) the Indenture has been duly authorized, executed
and delivered by the Company; the Securities have been duly
authorized, executed, authenticated, issued and delivered; and
the Indenture and the Securities constitute valid and legally
binding obligations of the Company enforceable in accordance
with their terms, subject, as to enforceability, to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating
to or affecting creditors' rights and to general equity
principles;
(v) the Underwriting Agreement has been duly
authorized, executed and delivered by the Company;
(vi) neither the Company nor any of its Significant
Subsidiaries is, or with the giving of notice or lapse of time
or both would be, in violation of or in default under, its
Articles of Incorporation or By-Laws or, to the best knowledge
of such counsel, any indenture, mortgage, deed of trust, loan
agreement or other
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material agreement or instrument relating to indebtedness for
money borrowed known to such counsel to which the Company or
any of its subsidiaries is a party or by which it or any of
them or any of their respective properties is bound, except
for violations and defaults which individually and in the
aggregate are not material to the Company and its subsidiaries
taken as a whole or to the holders of the Securities; the
issue and sale of the Securities and the performance by the
Company of its obligations under the Securities, the Indenture
and this Agreement and the consummation of the transaction
herein and therein contemplated will not, to the best
knowledge of such counsel, conflict with or result in a breach
of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement
or other material agreement or instrument relating to
indebtedness for money borrowed known to such counsel to which
the Company or any of its Significant Subsidiaries is a party
or by which the Company or any of its Significant Subsidiaries
is bound or to which any of the property or assets of the
Company or any of its Significant Subsidiaries is subject, nor
will any such action result in any violation of the provisions
of the Articles of Incorporation, or the By-Laws of the
Company;
(vii) all regulatory consents, authorizations,
approvals and filings required to be obtained or made by the
Company under the laws of the State of South Carolina for the
issuance, sale and delivery of the Securities by the Company
to the Underwriters have been obtained or made;
(viii) to the knowledge of such counsel, no stop
order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose
have been instituted under the Securities Act;
(ix) such counsel is of the opinion that each
document incorporated by reference in the Registration
Statement and the Prospectus (except for the financial
statements and financial data included therein as to which
such counsel need express no opinion or belief) complied as to
form when filed with the Commission in all material respects
with the Exchange Act.
In rendering such opinions, such counsel may rely (A) as to
matters involving the application of laws other than the laws of the
United States and the State of South Carolina, to the extent such
counsel deems proper and to the extent specified in such opinion, if at
all, upon an opinion or opinions of Sullivan & Cromwell as to New York
law and on an opinion or opinions (reasonably satisfactory to Counsel
for the Underwriters) of other counsel reasonably acceptable to Counsel
for the Underwriters, familiar with the applicable laws; and (B) as to
matters of fact, to the extent such counsel deems proper, on
certificates of responsible officers of the Company and certificates or
other written statements of public officials. The opinion of such
counsel for the Company shall state that the opinion of any such other
counsel is in form satisfactory to such counsel and, in such counsel's
opinion, the Underwriters and they are justified in relying thereon.
With respect to the matters to be covered in subparagraph (ix) above,
counsel may state their opinion and belief is based upon their review
and discussion of the contents of the documents incorporated by
reference but is without independent check or verification except as
specified.
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<PAGE> 11
(g) Sullivan & Cromwell, special counsel to the Company, shall
have furnished to the Representatives their written opinion or
opinions, dated the Closing Date, in form and substance satisfactory to
the Representatives, to the effect that:
(i) the Indenture has been duly authorized, executed
and delivered by the Company and duly qualified under the
Trust Indenture Act; the Securities have been duly authorized,
executed, authenticated, issued and delivered; and the
Indenture and the Securities constitute valid and legally
binding obligations of the Company enforceable in accordance
with their terms, subject, as to enforceability, to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating
to or affecting creditors' rights and to general equity
principles;
(ii) all regulatory consents, authorizations,
approvals and filings required to be obtained or made by the
Company under the Federal laws of the United States for the
issuance, sale and delivery of the Securities by the Company
to the Underwriters have been obtained or made;
(iii) the Underwriting Agreement has been duly
authorized, executed and delivered by the Company;
(iv) the Registration Statement has become effective
under the Securities Act; and, to the knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been instituted under the Securities Act;
and
(v) as special counsel to the Company, such counsel
reviewed the Registration Statement and the Prospectus,
participated in discussions with the representatives of the
Underwriters and those of the Company and its accountants, and
advised the Company as to requirements of the Securities Act
and the applicable rules and regulations thereunder; and on
the basis of the information gained in the performance of such
services considered in light of their understanding of the
applicable law (including the requirements of Form S-3 and the
character of the prospectus contemplated thereby) and the
experience they have gained through their practice under the
Securities Act, they confirm to you that (A) in their opinion,
the Registration Statement, as of its effective date, and the
Basic Prospectus, as supplemented by the prospectus
supplement, as the date of the Prospectus, appeared on their
face to be appropriately responsive in all material respects
relevant to the offering of the Securities to the requirements
of the Securities Act, the Trust Indenture Act and the
applicable rules and regulations of the Commission thereunder;
(B) nothing that came to their attention in the course of such
review has caused them to believe that, insofar as relevant to
the offering of the Securities, the Registration Statement, as
of its effective date, contained any untrue statement of a
material fact or omitted to state any material fact required
to be stated therein or necessary in order to make the
statements therein not misleading, or that the Basic
Prospectus, as supplemented by the prospectus supplement, as
of the date of the Prospectus, contained any untrue
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<PAGE> 12
statement of a material fact or omitted to state any material
fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not
misleading; and (C) they do not know of any documents that are
required to be filed as exhibits to the Registration Statement
that are not so filed, or of any documents that are required
to be summarized in the Prospectus that are not so summarized.
In connection with the foregoing subparagraph (vi), such
special counsel may state that (A) the limitations inherent in the
independent verification of factual matters and the character of
determinations involved in the registration process are such that they
do not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement and
Prospectus except for those made under the captions "Description of the
Debt Securities", "Description of the Notes" and "Underwriting" insofar
as they relate to provisions of documents therein described; (B) they
do not express any opinion or belief as to the financial statements or
other financial data contained in the Registration Statement or the
Prospectus, or as to the statement of the eligibility of the Trustee
under the Indenture under which the Securities are being issued; and
(C) their opinion and statements in this subparagraph (vi) are
furnished to the Representatives solely for the benefit of the
Underwriters.
In rendering such opinion or opinions, such special counsel
may rely (A) as to matters involving the application of laws other than
the laws of the United States and the State of New York, to the extent
such counsel deems it proper and to the extent specified in such
opinion, if at all, upon the opinion or opinions of Sinkler & Boyd,
P.A. as to South Carolina law and on an opinion or opinions (reasonably
satisfactory to Counsel for the Underwriters) of other counsel
reasonably acceptable to Counsel for the Underwriters, familiar with
the applicable laws, and (B) as to matters of fact, to the extent such
counsel deems proper, on certificates of responsible officers of the
Company and certificates or other written statements of public
officials. The opinion or opinions of such special counsel shall state
that the opinion or opinions of such special counsel is in form
satisfactory to such counsel and, in such counsel's opinion, the
Underwriters and they are justified in relying thereon.
(h) on the Closing Date, PricewaterhouseCoopers LLP shall have
furnished to the Representatives a letter, dated such date, in form and
substance satisfactory to the Representatives, containing statements
and information of the type customarily included in accountants
"comfort letters" to underwriters with respect to the financial
statements and certain financial information contained in the
Registration Statement and the Prospectus;
(i) the Representatives shall have received on and as of the
Closing Date an opinion of Counsel for the Underwriters with respect to
the validity of the Indenture and the Securities, the Registration
Statement, the Prospectus and other related matters as the
Representatives may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to
enable them to pass upon such matters; and
(j) on or prior to the Closing Date, the Company shall have
furnished to the
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<PAGE> 13
Representatives such further certificates and documents as the
Representatives shall reasonably request.
7. The Company agrees to indemnify and hold harmless each Underwriter
and each person, if any, who controls any Underwriter within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act, from
and against any and all losses, claims, damages and liabilities (including
without limitation the reimbursement of each Underwriter for any legal fees and
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any loss, claim, damage, liability or action as such
expenses are incurred) caused by any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or any preliminary prospectus, or caused by
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the
Representatives expressly for use therein; provided that the foregoing indemnity
with respect to any preliminary prospectus shall not inure to the benefit of any
Underwriter (or to the benefit of any person controlling such Underwriter) from
whom the person asserting any such losses, claims, damages or liabilities
purchased Securities if such untrue statement or omission or alleged untrue
statement or omission made in such preliminary prospectus is eliminated or
remedied in the Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) and if a copy of the Prospectus
(as so amended or supplemented, but excluding the documents incorporated by
reference therein), if required by law to have been furnished to such person at
or prior to the written confirmation of the sale of such Securities to such
person, shall not have been so furnished.
Each Underwriter agrees, severally and not jointly to indemnify and
hold harmless the Company, its directors, its officers who sign the Registration
Statement and each person who controls the Company within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act, to the same extent
as the foregoing indemnity from the Company to each Underwriter, but only with
reference to information relating to such Underwriter furnished to the Company
in writing by such Underwriter through the Representatives expressly for use in
the Registration Statement, the Prospectus, any amendment or supplement thereto,
or any preliminary prospectus.
If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such person (the "Indemnified Person") shall promptly
notify the person against whom such indemnity may be sought (the "Indemnifying
Person") in writing, and the Indemnifying Person, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may designate in such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the
16
<PAGE> 14
contrary, (ii) the Indemnifying Person has failed within a reasonable time to
retain counsel reasonably satisfactory to the Indemnified Person or (iii) the
named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of more
than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they are
incurred. Any such separate firm for the Underwriters and such control persons
of Underwriters shall be designated in writing by the first of the named
Representatives on Schedule I hereto and any such separate firm for the Company,
its directors, its officers who sign the Registration Statement and such control
persons of the Company or authorized representatives shall be designated in
writing by the Company. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify any Indemnified Person from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an Indemnified Person shall have
requested an Indemnifying Person to reimburse the Indemnified Person for fees
and expenses of counsel as contemplated by the third sentence of this paragraph,
the Indemnifying Person agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such Indemnifying Person of the
aforesaid request, (ii) such Indemnifying Person shall not have reimbursed the
Indemnified Person in accordance with such request prior to the date of such
settlement, and (iii) such Indemnifying Person is not contesting in good faith
the reasonableness of any such fees or expenses. No Indemnifying Person shall,
without the prior written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Person, unless such settlement (i) includes
an unconditional release of such Indemnified Person from all liability on claims
that are the subject matter of such proceeding and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an Indemnified Party.
If the indemnification provided for in the first and second paragraphs
of this Section 7 is unavailable to an Indemnified Person in respect of any
losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and the Underwriters on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other shall be deemed
to be in the same respective proportions as the net proceeds from the offering
of such Securities (before deducting expenses) received by the Company and the
total underwriting discounts and the commissions received by the Underwriters
bear to the aggregate public offering price of the Securities. The
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<PAGE> 15
relative fault of the Company on the one hand and the Underwriters on the other
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or by
the Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such Indemnified Person in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall an
Underwriter be required to contribute any amount in excess of the amount by
which the total price at which the Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages that
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriter's obligations to
contribute pursuant to this Section 7 are several in proportion to the
respective principal amount of the Securities set forth opposite their names in
Schedule II hereto, and not joint.
The indemnity and contribution agreements contained in this Section 7
are in addition to any liability which the Indemnifying Persons may otherwise
have to the Indemnified Persons referred to above.
The indemnity and contribution agreements contained in this Section 7
and the representations and warranties of the Company set forth in this
Agreement shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Underwriter or any person controlling any Underwriter or by or on behalf
of the Company, its officers or directors or any other person controlling the
Company and (iii) acceptance of and payment for any of the Securities.
8. Notwithstanding anything herein contained, this Agreement may be
terminated in the absolute discretion of the Representatives, by notice given to
the Company, if after the execution and delivery of this Agreement and prior to
the Closing Date (i) trading generally shall have been suspended or materially
limited on or by, as the case may be, any of the New York Stock Exchange, the
American Stock Exchange or the National Association of Securities Dealers, Inc.,
(ii) trading of any securities of or guaranteed by the Company shall have been
suspended on any exchange or in any over-the-counter market, (iii) a general
moratorium on commercial banking activities in New York shall have been declared
by either Federal or New York State authorities, or (iv) there shall have
occurred any outbreak or escalation of hostilities or any change in financial
markets or the occurrence of any calamity or crisis that, in the judgment of the
Representatives, is material and adverse and which, in the judgment of the
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<PAGE> 16
Representatives, makes it impracticable to market the Securities on the terms
and in the manner contemplated in the Prospectus.
9. If, on the Closing Date, any one or more of the Underwriters shall
fail or refuse to purchase Securities which it or they have agreed to purchase
under this Agreement, and the aggregate principal amount of Securities which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the aggregate principal amount of the
Securities, the other Underwriters shall be obligated severally in the
proportions that the principal amount of Securities set forth opposite their
respective names in Schedule II hereto bears to the aggregate principal amount
of Securities as set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as the Representatives may specify,
to purchase the Securities which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase on such date; provided that in no event
shall the principal amount of Securities that any Underwriter has agreed to
purchase pursuant to Section 1 be increased pursuant to this Section 9 by an
amount in excess of one-ninth of such principal amount of Securities without the
written consent of such Underwriter. If, on the Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Securities and the aggregate
principal amount of Securities with respect to which such default occurs is more
than one-tenth of the aggregate principal amount of Securities to be purchased,
and arrangements satisfactory to the Representatives and the Company for the
purchase of such Securities are not made within 36 hours after such default,
this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Company. In any such case either the
Representatives or the Company shall have the right to postpone the Closing
Date, but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and in the Prospectus or in any
other documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.
10. If this Agreement shall be terminated by the Underwriters, or any
of them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement or any condition of the Underwriters' obligations cannot be fulfilled,
the Company agrees to reimburse the Underwriter or such Underwriters as have so
terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the reasonable fees and expenses of their
counsel) reasonably incurred by such Underwriters in connection with this
Agreement or the offering of Securities.
11. This Agreement shall inure to the benefit of and be binding upon
the Company, the Underwriters, any controlling persons referred to herein and
their respective successors and assigns. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any other person, form or
corporation any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision herein contained. No purchaser of Securities
from any Underwriter shall be deemed to be successor by reason merely of such
purchase.
12. Any action by the Underwriters hereunder may be taken by the
Representatives jointly or by the first of the named Representatives set forth
in Schedule I hereto alone on behalf of the Underwriters, and any such action
taken by the Representatives jointly or by the first of the named
Representatives set forth in Schedule I hereto alone shall be binding upon the
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<PAGE> 17
Underwriters. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given if mailed or transmitted by any
standard form of telecommunication. Notices to the Underwriters shall be given
at the address set forth in Schedule II hereto. Notices to the Company shall be
given to it at Post Office Box 160, Hartsville, South Carolina 29551-0160
(telecopier: (803) 383-7478), Attention: Vice President - Finance and Chief
Financial Officer.
13. This Agreement may be signed in counterparts, each of which shall
be an original and all of which together shall constitute one and the same
instrument. A facsimile copy of any signature shall be deemed an original
signature for all purposes herein. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to the conflicts of laws provisions thereof.
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<PAGE> 18
Very truly yours,
Sonoco Products Company
By: /s/ F. Trent Hill, Jr.
--------------------------------
Name: F. Trent Hill, Jr.
Title: Vice President- Finance & CFO
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<PAGE> 19
Accepted: November 17, 1999
Credit Suisse First Boston Corporation
Banc of America Securities LLC
Acting severally on behalf on themselves
and the several Underwriters listed in
Schedule II hereto.
Credit Suisse First Boston Corporation
By: /s/ Joseph D. Fashano
---------------------------------
Name: Joseph D. Fashano
Title: Director
Banc of America Securities LLC
By: /s/ Lynn T. McConnell
---------------------------------
Name: Lynn T. McConnell
Title: Managing Director
22
<PAGE> 20
SCHEDULE I
Representatives: Credit Suisse First Boston Corporation
Banc of America Securities LLC
Underwriting Agreement dated: November 17, 1999
Registration Statement Nos.: 333-12701 (registering $200,000,000 Debt
Securities) and 33-50503 (registering
$50,000,000 Debt Securities pursuant to
Securities Act Rule 429)
Title of Securities: 7% Notes due 2004
Aggregate principal amount: $150,000,000
Purchase Price: 99.142% of the principal amount of the
Securities
Price to Public: 99.742% of the principal amount of the
Securities, plus accrued interest, if
any from November 22, 1999
Indenture: Indenture dated as of June 15, 1991
between the Company and The Bank of New
York, as successor Trustee
Maturity: November 15, 2004
Interest Rate: 7% per annum
Interest Payment Dates: May 15 and November 15, commencing
May 15, 2000
Optional Redemption Provisions: None
Sinking Fund Provisions: None
Other Provisions: N/A
Book Entry: Yes
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<PAGE> 21
Closing Date and Time of Delivery: 10:00 a.m., EST, November 22, 1999
Counsel for the Underwriters: King & Spalding
Closing Location: King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303
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<PAGE> 22
SCHEDULE II
Principal Amount
of Securities
Underwriter To Be Purchased
- ----------- ---------------
Credit Suisse First Boston Corporation $75,000,000
11 Madison Avenue
New York, NY 10010
Banc of America Securities LLC $75,000,000
100 North Tryon Street
Charlotte, NC 28255
Total: $150,000,000
25
