EXHIBIT 1.2
Pentair, Inc.
Debt Securities
Underwriting Agreement
September 30, 1999
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇.▇. ▇▇▇▇▇▇ Securities Inc.
Banc One Capital Markets, Inc.
c/o Goldman, Sachs & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
From time to time Pentair, Inc., a Minnesota
corporation (the "Company"), proposes to enter into one
or more Pricing Agreements (each a "Pricing Agreement")
in the form of Annex III hereto, with such additions
and deletions as the parties thereto may determine,
and, subject to the terms and conditions stated herein
and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such
firms constituting the "Underwriters" with respect to
such Pricing Agreement and the securities specified
therein) certain of its debt securities (the
"Securities") specified in Schedule II to such Pricing
Agreement (with respect to such Pricing Agreement, the
"Designated Securities").
The terms and rights of any particular issuance of
Designated Securities shall be as specified in the
Pricing Agreement relating thereto and in or pursuant
to the indenture (the "Indenture") identified in such
Pricing Agreement.
1. Particular sales of Designated Securities may
be made from time to time to the Underwriters of such
Securities, for whom the firms designated as
representatives of the Underwriters of such Securities
in the Pricing Agreement relating thereto will act as
representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting
as sole representative of the Underwriters and to an
Underwriter or Underwriters who act without any firm
being designated as its or their representatives. This
Underwriting Agreement shall not be construed as an
obligation of the Company to sell any of the Securities
or as an obligation of any of the Underwriters to
purchase the Securities. The obligation of the Company
to issue and sell any of the Securities and the
obligation of any of the Underwriters to purchase any
of the Securities shall be evidenced by the Pricing
Agreement with respect to the Designated Securities
specified therein. Each Pricing Agreement shall
specify the aggregate principal amount of such
Designated Securities, the initial public offering
price of such Designated Securities, the purchase price
to the Underwriters of such Designated Securities, the
names of the Underwriters of such Designated
Securities, the names of the Representatives of such
Underwriters and the principal amount of such
Designated Securities to be purchased by each
Underwriter and shall set forth the date, time and
manner of delivery of such Designated Securities and
payment therefor. The Pricing Agreement shall also
specify (to the extent not set forth in the Indenture
and the registration statement and prospectus with
respect thereto) the terms of such Designated
Securities. A Pricing Agreement shall be in the form
of an executed writing (which may be in counterparts),
and may be evidenced by an exchange of telegraphic
communications or any other rapid transmission device
designed to produce a written record of communications
transmitted. The obligations of the Underwriters under
this Agreement and each Pricing Agreement shall be
several and not joint.
2. The Company represents and warrants to, and
agrees with, each of the Underwriters that:
(a) A registration statement on Form S-3
(File No. 333-80159) (the "Initial Registration
Statement") in respect of the Securities and
certain other securities has been filed with the
Securities and Exchange Commission (the
"Commission"); the Initial Registration Statement
and any post-effective amendment thereto, each in
the form heretofore delivered or to be delivered
to the Representatives and, excluding exhibits to
the Initial Registration Statement, but including
all documents incorporated by reference in the
prospectus contained therein, to the
Representatives for each of the other
Underwriters, have been declared effective by the
Commission in such form; other than a registration
statement, if any, increasing the size of the
offering (a "Rule 462(b) Registration Statement"),
filed pursuant to Rule 462(b) under the Securities
Act of 1933, as amended (the "Act"), which became
effective upon filing, no other document with
respect to the Initial Registration Statement or
document incorporated by reference therein has
heretofore been filed or transmitted for filing
with the Commission (other than prospectuses filed
pursuant to Rule 424(b) of the rules and
regulations of the Commission under the Act, each
in the form heretofore delivered to the
Representatives); and no stop order suspending the
effectiveness of the Initial Registration
Statement, any post-effective amendment thereto or
the Rule 462(b) Registration Statement, if any,
has been issued and no proceeding for that purpose
has been initiated or threatened by the Commission
(any preliminary prospectus included in the
Initial Registration Statement or filed with the
Commission pursuant to Rule 424(a) under the Act,
is hereinafter called a "Preliminary Prospectus";
the various parts of the Initial Registration
Statement, any post-effective amendment thereto
and the Rule 462(b) Registration Statement, if
any, including all exhibits thereto and the
documents incorporated by reference in the
prospectus contained in the Initial Registration
Statement at the time such part of the Initial
Registration Statement became effective but
excluding Form T-1, each as amended at the time
such part of the Initial Registration Statement
became effective or such part of the Rule 462(b)
Registration Statement, if any, became or
hereafter becomes effective, are hereinafter
collectively called the "Registration Statement";
the prospectus relating to the Securities, in the
form in which it has most recently been filed, or
transmitted for filing, with the Commission on or
prior to the date of this Agreement, being
hereinafter called the "Prospectus"; any reference
herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein
pursuant to the applicable form under the Act, as
of the date of such Preliminary Prospectus or
Prospectus, as the case may be; any reference to
any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to
refer to and include any documents filed after the
date of such Preliminary Prospectus or Prospectus,
as the case may be, under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Preliminary
Prospectus or Prospectus, as the case may be; any
reference to any amendment to the Initial
Registration Statement shall be deemed to refer to
and include any annual report of the Company filed
pursuant to Sections 13(a) or 15(d) of the
Exchange Act after the effective date of the
Initial Registration Statement that is
incorporated by reference in the Registration
Statement; and any reference to the Prospectus as
amended or supplemented shall be deemed to refer
to the Prospectus as amended or supplemented in
relation to the applicable Designated Securities
in the form in which it is filed with the
Commission pursuant to Rule 424(b) under the Act
in accordance with Section 5(a) hereof, including
any documents incorporated by reference therein as
of the date of such filing);
(b) The documents incorporated by reference
in the Prospectus, when they became effective or
were filed with the Commission, as the case may
be, conformed in all material respects to the
requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the
Commission thereunder, and none of such documents
contained an untrue statement of a material fact
or omitted to state a material fact required to be
stated therein or necessary to make the statements
therein not misleading; and any further documents
so filed and incorporated by reference in the
Prospectus or any further amendment or supplement
thereto, when such documents become effective or
are filed with the Commission, as the case may be,
will conform in all material respects to the
requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the
Commission thereunder and will not contain an
untrue statement of a material fact or omit to
state a material fact required to be stated
therein or necessary to make the statements
therein not misleading; provided, however, that
this representation and warranty shall not apply
to any statements or omissions made in reliance
upon and in conformity with information furnished
in writing to the Company by an Underwriter of
Designated Securities through the Representatives
expressly for use in the Prospectus as amended or
supplemented relating to such Securities;
(c) The Registration Statement and the
Prospectus conform, and any further amendments or
supplements to the Registration Statement or the
Prospectus will conform, in all material respects
to the requirements of the Act and the Trust
Indenture Act of 1939, as amended (the "Trust
Indenture Act") and the rules and regulations of
the Commission thereunder 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 applicable filing date as to the
Prospectus and any amendment or supplement
thereto, contain an untrue statement of a material
fact or omit to state a material fact required to
be stated therein or necessary to make the
statements therein not misleading; provided,
however, that this representation and warranty
shall not apply to any statements or omissions
made in reliance upon and in conformity with
information furnished in writing to the Company by
an Underwriter of Designated Securities through
the Representatives expressly for use in the
Prospectus as amended or supplemented relating to
such Securities or to any statement in or omission
from the Form T-1;
(d) Neither the Company nor any of its
subsidiaries has sustained since the date of the
latest audited financial statements included or
incorporated by reference in the Prospectus any
material loss or interference with its business
from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any
labor dispute or court or governmental action,
order or decree, otherwise than as set forth or
contemplated in the Prospectus; and, since the
respective dates as of which information is given
in the Registration Statement and the Prospectus,
there has not been any change in the capital stock
(other than pursuant to the Company's employee and
director stock option plans) or increase in short-
term or long-term debt of the Company or any of
its subsidiaries in excess of 5% of total debt of
the Company and its subsidiaries, taken as a
whole, computed in accordance with generally
accepted accounting principles, or any material
adverse change, or any development involving a
prospective material adverse change, in or
affecting the general affairs, management,
financial position, shareholders' equity or
results of operations of the Company and its
subsidiaries, otherwise than as set forth or
contemplated in the Prospectus, as amended or
supplemented;
(e) The Company has been duly incorporated
and is validly existing as a corporation in good
standing under the laws of the State of Minnesota,
with power and authority (corporate and other) 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 other jurisdiction in which
it owns or leases properties or conducts any
business so as to require such qualification or is
subject to no material liability or disability by
reason of the failure to be so qualified in any
such jurisdiction; and each material subsidiary of
the Company, as set forth on Annex V attached
hereto (each a "Material Subsidiary" and, together
the "Material Subsidiaries") has been duly
incorporated or organized, as the case may be, and
is validly existing as a corporation or
partnership, as the case may be, in good standing
under the laws of its jurisdiction of
incorporation or organization;
(f) The Company and its Material
Subsidiaries have good and indefeasible title to
all real property and good and marketable title to
all personal property owned by them, free and
clear of all liens, encumbrances and defects
except for liens, encumbrances and defects that,
individually or in the aggregate, will not have a
material adverse effect on the business,
consolidated financial position, stockholders
equity or results of operation of the Company and
its subsidiaries taken as a whole; and any real
property and buildings held under lease by the
Company and its subsidiaries are held by them
under valid, subsisting and enforceable leases,
subject, as to enforcement, to bankruptcy,
insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general
applicability relating to or affecting creditors'
rights and to general equity principles;
(g) The Company has an authorized
capitalization as set forth in the Prospectus, and
all of the issued shares of capital stock of the
Company have been duly and validly authorized and
issued and are fully paid and non-assessable and
all of the issued shares of capital stock of each
Material Subsidiary of the Company have been duly
and validly authorized and issued, are fully paid
and non-assessable, are owned directly or
indirectly by the Company and are owned free and
clear of all liens, encumbrances, equities or
claims;
(h) The Securities have been duly
authorized, and, when Designated Securities are
issued and delivered pursuant to this Agreement
and the Pricing Agreement with respect to such
Designated Securities, such Designated Securities
will have been duly executed, authenticated,
issued and delivered and will constitute valid and
legally binding obligations of the Company
entitled to the benefits provided by the
Indenture, which will be substantially in the form
filed as an exhibit to the Registration Statement
(except to the extent that the terms of any
Designated Securities or Supplemental Indenture
render certain provisions of the Indenture
inapplicable to such Designated Securities)
subject, as to enforcement, to bankruptcy,
insolvency, fraudulent transfer, moratorium,
reorganization and similar laws of general
applicability relating to or affecting creditors'
rights and to general equity principles; the
Indenture has been duly authorized by the Company
and duly qualified under the Trust Indenture Act
and, at the Time of Delivery for such Designated
Securities (as defined in Section 4 hereof), the
Indenture will constitute a valid and legally
binding instrument, enforceable in accordance with
its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or
affecting creditors' rights and to general equity
principles; and the Indenture conforms, and the
Designated Securities will conform to the
descriptions thereof contained in the Prospectus
as amended or supplemented with respect to such
Designated Securities;
(i) None of the transactions contemplated by
this Agreement (including, without limitation, the
use of the proceeds from the sale of the
Securities) will violate or result in a violation
of Section 7 of the Exchange Act, or any
regulation promulgated thereunder, including,
without limitation, Regulations G, T, U, and X of
the Board of Governors of the Federal Reserve
System;
(j) The issue and sale of the Securities and
the compliance by the Company with all of the
provisions of the Designated Securities, the
Indenture, this Agreement and any Pricing
Agreement, and the consummation of the
transactions herein and therein contemplated will
not conflict with or result in a breach or
violation of any of the terms or provisions of, or
constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other
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, excluding
conflicts, breaches, violations and defaults that,
individually or in the aggregate, will not have a
material adverse effect on the business,
consolidated financial position, stockholders'
equity or results of operations of the Company and
its subsidiaries taken as a whole, nor will such
action result in any violation of the provisions
of the Articles of Incorporation or By-laws of the
Company or any of its Material Subsidiaries or any
statute or any order, rule or regulation of any
court or governmental agency or body having
jurisdiction over the Company or any of its
subsidiaries or any of their 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 or the
consummation by the Company of the transactions
contemplated by this Agreement or any Pricing
Agreement or the Indenture, except such as have
been, or will have been prior to each Time of
Delivery (as defined in Section 4 herein),
obtained under the Act and the Trust Indenture Act
and such consents, approvals, authorizations,
registrations or qualifications as may be required
under state securities or Blue Sky laws in
connection with the purchase and distribution of
the Securities by the Underwriters;
(k) The statements set forth in the
Prospects under the caption "Description of
Securities", insofar as they purport to constitute
a summary of the terms of the Securities, and
under the caption "Plan of Distribution", insofar
as they purport to describe the provisions of the
laws and documents referred to therein, are
accurate, complete and fair;
(l) Neither the Company nor any of its
Material Subsidiaries is (i) in violation of its
Articles of Incorporation or By-laws or (ii) in
default in the performance or observance of any
material obligation, agreement, covenant or
condition contained in any indenture, mortgage,
deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or
by which it or any of its properties may be bound,
except, with respect to clause (ii) above, for
defaults that, individually or in the aggregate,
will not have a material adverse effect on the
business, consolidated financial position,
stockholders' equity or results of operations of
the Company and its subsidiaries, taken as a
whole;
(m) Other than as set forth in the
Prospectus, there are no legal or governmental
proceedings pending to which the Company or any of
its subsidiaries is a party or of which any
property of the Company or any of its subsidiaries
is the subject which, if determined adversely to
the Company or any of its subsidiaries, would
individually or in the aggregate have a material
adverse effect on the current or future
consolidated financial position, shareholders'
equity or results of operations of the Company and
its subsidiaries; and, to the best of the
Company's knowledge, no such proceedings are
threatened or contemplated by governmental
authorities or threatened by others;
(n) The Company is not and, after giving
effect to the offering and sale of the Securities,
will not be an "investment company," or an entity
"controlled" by an "investment company," as such
terms are defined in the Investment Company Act of
1940, as amended (the "Investment Company Act");
(o) Neither the Company nor any of its
affiliates does business with the government of
Cuba or with any person or affiliate located in
Cuba within the meaning of Section 517.075,
Florida Statutes;
(p) Deloitte & Touche, LLP and
Pricewaterhouse Coopers LLP, who have certified
certain financial statements of the Company and
its subsidiaries, are independent public
accountants as required by the Act and the rules
and regulations of the Commission thereunder; and
(q) The pro forma balance sheets and pro
forma statements of operations and the related
notes thereto included in the Prospectus
(collectively, the "pro forma financial
statements") have been prepared in accordance with
the applicable requirements of Rule 11-02 of
Regulation S-X promulgated by the Commission; the
assumptions used and described in the pro forma
financial statements provide a reasonable basis
for presenting the significant effects
attributable to the transactions described
therein; the pro forma adjustments contained in
the pro forma financial statements give
appropriate effect to such assumptions and include
all adjustments necessary to present fairly the
effects of such transactions; and the pro forma
columns contained in the pro forma financial
statements reflect the proper application of such
adjustments to the historical financial amounts
contained in the pro forma financial statements;
(r) Except as disclosed in the Prospectus,
the Company has not been advised and has no reason
to believe that either the Company or any of its
subsidiaries is not conducting its business in
compliance with all applicable statutes, rules,
regulations and orders administered or issued by
any governmental or regulatory authority on the
jurisdictions in which it is conducting business,
except where the failure to be so in compliance
would not materially adversely affect the
business, consolidated financial position,
stockholders' equity or results of operations of
the Company and its subsidiaries, taken as a
whole; and
(s) The Company has reviewed its operations
and those of its Material Subsidiaries and has
requested from third parties with which the
Company or any of its Material Subsidiaries has a
material relationship a certification of
compliance, in order to evaluate the extent to
which the business or operations of the Company
and its Material Subsidiaries will be affected by
the Year 2000 Problem. As a result of such
review, the Company has no reason to believe and
does not believe that the Year 2000 Problem will
have a material adverse effect on the business,
consolidated financial position, stockholders'
equity or results of operations of the Company and
its subsidiaries, taken as a whole. The "Year
2000 Problem" as used herein means any significant
risk that computer hardware or software used in
the receipt, transmission, processing,
manipulation, storage, retrieval, retransmission
or other utilization of data or in the operation
of mechanical or electrical systems o any kind
will not, in the case of dates or time periods
occurring after December 31, 1999, function at
least as effectively as in the case of dates or
time periods occurring prior to January 1, 2000.
3. Upon the execution of the Pricing Agreement
applicable to any Designated Securities and
authorization by the Representatives of the release of
such Designated Securities, the several Underwriters
propose to offer such Designated Securities for sale
upon the terms and conditions set forth in the
Prospectus as amended or supplemented.
4. Designated Securities to be purchased by each
Underwriter pursuant to the Pricing Agreement relating
thereto, in the form specified in such Pricing
Agreement, and in such authorized denominations and
registered in such names as the Representatives may
request upon at least forty-eight hours' prior notice
to the Company, shall be delivered by or on behalf of
the Company to the Representatives for the account of
such Underwriter, against payment by such Underwriter
or on its behalf of the purchase price therefor by wire
transfer of Federal (same-day) funds to the account
specified by the Company to the Representatives at
least forty-eight hours in advance or at such other
place and time and date as the Representatives and the
Company may agree upon in writing, such time and date
being herein called the "Time of Delivery" for such
Securities.
5. The Company agrees with each of the
Underwriters of any Designated Securities:
(a) To prepare the Prospectus as amended or
supplemented in relation to the applicable
Designated Securities in a form approved by the
Representatives and to file such Prospectus
pursuant to Rule 424(b) under the Act not later
than the Commission's close of business on the
second business day following the execution and
delivery of the Pricing Agreement relating to the
applicable Designated Securities or, if
applicable, such earlier time as may be required
by Rule 424(b); to make no further amendment or
any supplement to the Registration Statement or
Prospectus as amended or supplemented after the
date of the Pricing Agreement relating to such
Securities and prior to the Time of Delivery for
such Securities which shall be disapproved by the
Representatives for such Securities promptly after
reasonable notice thereof; to advise the
Representatives promptly of any such amendment or
supplement after such Time of Delivery and furnish
the Representatives with copies thereof; to file
promptly 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 for
so long as the delivery of a prospectus is
required in connection with the offering or sale
of such Securities, and during such same period to
advise the Representatives, promptly after it
receives notice thereof, of the time when any
amendment to the Registration Statement has been
filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been
filed with the Commission, of the issuance by the
Commission of any stop order or of any order
preventing or suspending the use of any
Preliminary Prospectus or Prospectus relating to
the Securities, of the suspension of the
qualification of such Securities for offering or
sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such
purpose, or of any request by the Commission for
the amending or supplementing of the Registration
Statement or Prospectus or for additional
information; and, in the event of the issuance of
any such stop order or of any such order
preventing or suspending the use of the
Registration Statement or the Prospectus relating
to the Securities or suspending any such
qualification, to promptly use its best efforts to
obtain the withdrawal of such order;
(b) Promptly from time to time to take such
action as the Representatives may reasonably
request to qualify such Designated Securities for
offering and sale under the securities laws of
such jurisdictions as the Representatives may
request and to comply with such laws so as to
permit the continuance of sales and dealings
therein in such jurisdictions for as long as may
be necessary to complete the distribution of such
Designated Securities, provided that in connection
therewith the Company shall not be required to
qualify as a foreign corporation or to file a
general consent to service of process in any
jurisdiction;
(c) Prior to 10:00 a.m., New York City time,
on the business day next succeeding the date of
any Pricing Agreement and from time to time, to
furnish the Underwriters with copies of the
Prospectus in New York City as amended or
supplemented in such quantities as the
Representatives may reasonably request, and, if
the delivery of a prospectus is required at any
time in connection with the offering or sale of
the Securities and if at such time any event shall
have occurred as a result of which the Prospectus
as then amended or supplemented would include an
untrue statement of a material fact or omit to
state any material fact necessary in order to make
the statements therein, in the light of the
circumstances under which they were made when such
Prospectus is delivered, not misleading, or, if
for any other reason it shall be necessary during
such same period to amend or supplement the
Prospectus or to file under the Exchange Act any
document incorporated by reference in the
Prospectus in order to comply with the Act, the
Exchange Act or the Trust Indenture Act, to notify
the Representatives and upon their request to file
such document and to prepare and furnish without
charge to each Underwriter and to any dealer in
securities as many copies as the Representatives
may from time to time reasonably request of an
amended Prospectus or a supplement to the
Prospectus which will correct such statement or
omission or effect such compliance;
(d) To make generally available to its
securityholders as soon as practicable, but in any
event not later than eighteen months after the
effective date of the Registration Statement (as
defined in Rule 158(c) under the Act), an earnings
statement of the Company and its subsidiaries
(which need not be audited) complying with Section
11(a) of the Act and the rules and regulations of
the Commission thereunder (including, at the
option of the Company, Rule 158);
(e) During the period beginning from the
date of the Pricing Agreement for such Designated
Securities and continuing to and including the
later of (i) the termination of trading
restrictions for the Designated Securities, as
notified to the Company by the Representatives and
(ii) the Time of Delivery for such Designated
Securities, neither the Company nor any of its
subsidiaries, or other affiliates over which it
exercises management or voting control, nor any
other person acting on its behalf, without the
prior written consent of the Representatives,
offer, sell, contract to sell or otherwise dispose
of any debt securities of the Company pursuant to
a public offering or a private placement with
registration rights or any securities that are
convertible into or exchangeable for, or otherwise
represent a right to acquire any such debt
securities;
(f) If the Company elects to rely upon Rule
462(b), the Company shall file a Rule 462(b)
Registration Statement with the Commission in
compliance with Rule 462(b) by 10:00 P.M.,
Washington, D.C. time, on the date of this
Agreement, and the Company shall at the time of
filing either pay to the Commission the filing fee
for the Rule 462(b) Registration Statement or give
irrevocable instructions for the payment of such
fee pursuant to Rule 111(b) under the Act;
(g) During a period of three years from the
date hereof, to furnish (unless otherwise publicly
available on ▇▇▇▇▇) to the Representatives copies
of all reports or other communications (financial
or other) furnished to shareholders of the
Company, and to deliver to the Representatives (i)
as soon as practicable after they are available,
copies of any reports and financial statements
furnished to or filed with the Commission or any
securities exchange (other than filings made on a
confidential basis) on which the common stock or
any class of securities of the Company is listed;
and (ii) such additional information concerning
the business and financial condition of the
Company as the Representatives may from time to
time reasonably request (such financial statements
to be on a consolidated basis to the extent the
accounts of the Company and its subsidiaries are
consolidated in reports furnished to its
shareholders generally or to the Commission); and
(h) To use the net proceeds received by it
from the sale of the Securities pursuant to this
Agreement and any Pricing Agreement in the manner
specified in the Prospectus under the caption "Use
of Proceeds."
6. The Company covenants and agrees with the
several Underwriters that the Company will pay or cause
to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants
in connection with the registration of the Securities
under the Act and all other expenses in connection with
the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and
the Prospectus and amendments and supplements thereto
and the mailing and delivering of copies thereof to the
Underwriters and dealers; (ii) the cost of printing or
producing any Agreement among Underwriters, this
Agreement, any Pricing Agreement, any Indenture, any
Blue Sky and Legal Investment Memoranda, closing
documents (including any compilations thereof) and any
other documents in connection with the offering,
purchase, sale and delivery of the Securities; (iii)
all expenses in connection with the qualification of
the Securities for offering and sale under state
securities laws as provided in Section 5(b) hereof,
including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and
in connection with the Blue Sky and Legal Investment
Surveys; (iv) any fees charged by securities rating
services for rating the Securities; (v) the fees and
expenses of any Trustee and any agent of any Trustee
and the fees and disbursements of counsel for any
Trustee in connection with any Indenture and the
Securities; and (vi) all other costs and expenses
incident to the performance of its obligations
hereunder which are not otherwise specifically provided
for in this Section. It is understood, however, that,
except as provided in this Section, and Sections 8 and
11 hereof, the Underwriters will pay all of their own
costs and expenses, including the fees of their
counsel, transfer taxes on resale of any of the
Securities by them, and any advertising expenses
connected with any offers they may make.
7. The obligations of the Underwriters of any
Designated Securities under the Pricing Agreement
relating to such Designated Securities shall be
subject, in the discretion of the Representatives, to
the condition that all representations and warranties
and other statements of the Company in or incorporated
by reference in the Pricing Agreement relating to such
Designated Securities are, at and as of the Time of
Delivery for such Designated Securities, true and
correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore
to be performed, and the following additional
conditions:
(a) The Prospectus as amended or
supplemented in relation to the applicable
Designated Securities shall have been filed with
the Commission pursuant to Rule 424(b) within the
applicable time period prescribed for such filing
by the rules and regulations under the Act and in
accordance with Section 5(a) hereof; if the
Company has elected to rely upon Rule 462(b), the
Rule 462(b) Registration Statement shall have
become effective by 10:00 P.M., Washington, D.C.
time, on the date of this Agreement; no stop order
suspending the effectiveness of the Registration
Statement or any part thereof shall have been
issued and no proceeding for that purpose shall
have been initiated or threatened by the
Commission; and all requests for additional
information on the part of the Commission shall
have been complied with to the Representatives'
reasonable satisfaction;
(b) ▇▇▇▇▇▇ & Whitney LLP, counsel for the
Underwriters, shall have furnished to the
Representatives such written opinion or opinions,
dated the Time of Delivery for such Designated
Securities, with respect to the Securities, the
Indenture, this Agreement, the Pricing Agreement,
the Registration Statement and the Prospectus, as
well as such 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;
(c) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Senior Vice
President and General Counsel of the Company,
shall have furnished to the Representatives his
written opinion or opinions, dated the Time of
Delivery for such Designated Securities, as to the
matters set forth in Annex I hereto and in form
and substance satisfactory to the Representatives.
(d) ▇▇▇▇▇▇ & Efron, P.A., counsel for the
Company, shall have furnished to the
Representatives their written opinion or opinions,
dated the Time of Delivery for such Designated
Securities, as to the matters set forth in Annex
II hereto and in form and substance satisfactory
to the Representatives.
(e) On the date of the Pricing Agreement for
such Designated Securities and at each Time of
Delivery for such Designated Securities, the
independent accountants of the Company who have
certified the financial statements of the Company
and its subsidiaries included or incorporated by
reference in the Registration Statement shall have
furnished to ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., on behalf of
the underwriters, a letter, dated the date of this
Agreement, and a letter dated such Time of
Delivery, respectively, to the effect set forth in
Annex IV hereto, and with respect to such letter
dated such Time of Delivery, as to such other
matters as the Representatives may reasonably
request and in form and substance satisfactory to
the Representatives;
(f) (i) Neither the Company nor any of its
subsidiaries shall have sustained since the date
of the latest audited financial statements
included or incorporated by reference in the
Prospectus as amended prior to the date of the
Pricing Agreement relating to the Designated
Securities any loss or interference with its
business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental
action, order or decree, otherwise than as set
forth or contemplated in the Prospectus as amended
prior to the date of the Pricing Agreement
relating to the Designated Securities, and (ii)
since the respective dates as of which information
is given in the Prospectus as amended prior to the
date of the Pricing Agreement relating to the
Designated Securities there shall not have been
any material change in the capital stock (other
than pursuant to the Company's employee and
director stock option plans), or any increase in
short-term or long-term debt of the Company or any
of its subsidiaries in excess of 5% of total debt
of the Company and its subsidiaries, taken as a
whole, computed in accordance with generally
accepted accounting principles, or any change, or
any development involving a prospective change, in
or affecting the general affairs, management,
financial position, shareholders' equity or
results of operations of the Company and its
subsidiaries, otherwise than as set forth or
contemplated in the Prospectus as amended or
supplemented prior to the date of the Pricing
Agreement relating to the Designated Securities,
the effect of which, in any such case described in
clause (i) or (ii), is in the judgment of the
Representatives so material and adverse as to make
it impracticable or inadvisable to proceed with
the public offering or the delivery of the
Designated Securities on the terms and in the
manner contemplated in the Prospectus as first
amended or supplemented relating to the Designated
Securities;
(g) On or after the date of the Pricing
Agreement relating to the Designated Securities
(i) no downgrading shall have occurred in the
rating accorded the Company's debt securities or
preferred stock by any "nationally recognized
statistical rating organization", as that term is
defined by the Commission for purposes of Rule
436(g)(2) under the Act, and (ii) no such
organization shall have publicly announced that it
has under surveillance or review, with possible
negative implications, its rating of any of the
Company's debt securities or preferred stock;
(h) On or after the date of the Pricing
Agreement relating to the Designated Securities
there shall not have occurred any of the
following: (i) a suspension or material limitation
in trading in securities generally on the New York
Stock Exchange; (ii) a suspension or material
limitation in trading in the Company's securities
on the New York Stock Exchange; (iii) a general
moratorium on commercial banking activities
declared by either Federal or New York State
authorities; (iv) the outbreak or escalation of
hostilities involving the United States or the
declaration by the United States of a national
emergency or war, if the effect of any such event
specified in this clause (iv) in the judgment of
the Representatives makes it impracticable or
inadvisable to proceed with the public offering or
the delivery of the Designated Securities on the
terms and in the manner contemplated in the
Prospectus as first amended or supplemented
relating to the Designated Securities; or (v) the
occurrence of any material adverse change in the
existing financial, political or economic
conditions in the United States or elsewhere
which, in the judgment of the Representatives,
would materially and adversely affect the
financial markets for the Securities and other
debt securities;
(i) The Company shall have complied with the
provisions of Section 5(c) hereof with respect to
the furnishing of prospectuses on the business day
next succeeding the date of the applicable Pricing
Agreement relating to such Designated Securities;
(j) The Company shall have furnished or
caused to be furnished to the Representatives at
the Time of Delivery for the Designated Securities
a certificate or certificates of officers of the
Company satisfactory to the Representatives as to
the accuracy of the representations and warranties
of the Company herein at and as of such Time of
Delivery, as to the performance by the Company of
all of its obligations hereunder to be performed
at or prior to such Time of Delivery, as to the
matters set forth in subsections (a) and (f) of
this Section and as to such other matters as the
Representatives may reasonably request; and
(k) The Company shall have completed its
concurrent offering of 5,500,000 shares of common
stock.
8. (a) The Company will indemnify and hold
harmless each Underwriter against any losses,
claims, damages or liabilities, joint or several,
to which such Underwriter may become subject,
under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon
an untrue statement or alleged untrue statement of
a material fact contained in any Preliminary
Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus
relating to the Securities, or any amendment or
supplement thereto, or arise out of or are based
upon the omission or alleged omission to state
therein a material fact required to be stated
therein or necessary to make the statements
therein not misleading, and will reimburse each
Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in
connection with investigating or defending any
such action or claim as such expenses are
incurred; provided, however, that the Company
shall not be liable in any such case to the extent
that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged
omission made in any Preliminary Prospectus, any
preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended
or supplemented and any other prospectus relating
to the Securities, or any such amendment or
supplement in reliance upon and in conformity with
written information furnished to the Company by
any Underwriter of Designated Securities through
the Representatives expressly for use in the
Prospectus as amended or supplemented relating to
such Securities.
(b) Each Underwriter will indemnify and hold
harmless the Company against any losses, claims,
damages or liabilities to which the Company may
become subject, under the Act or otherwise,
insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or
alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended
or supplemented and any other prospectus relating
to the Securities, or any amendment or supplement
thereto, or arise out of or are based upon the
omission or alleged omission to state therein a
material fact required to be stated therein or
necessary to make the statements therein not
misleading, in each case to the extent, but only
to the extent, that such untrue statement or
alleged untrue statement or omission or alleged
omission was made in any Preliminary Prospectus,
any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended
or supplemented and any other prospectus relating
to the Securities, or any such amendment or
supplement in reliance upon and in conformity with
written information furnished to the Company by
such Underwriter through the Representatives
expressly for use therein; and will reimburse the
Company for any legal or other expenses reasonably
incurred by the Company in connection with
investigating or defending any such action or
claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice
of the commencement of any action, such
indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying
party under such subsection, notify the
indemnifying party in writing of the commencement
thereof; but the omission so to notify the
indemnifying party shall not relieve it from any
liability which it may have to any indemnified
party otherwise than under such subsection. In
case any such action shall be brought against any
indemnified party and it shall notify the
indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to
participate therein and, to the extent that it
shall wish, jointly with any other indemnifying
party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to
such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel
to the indemnifying party), and, after notice from
the indemnifying party to such indemnified party
of its election so to assume the defense thereof,
the indemnifying party shall not be liable to such
indemnified party under such subsection for any
legal expenses of other counsel or any other
expenses, in each case subsequently incurred by
such indemnified party, in connection with the
defense thereof other than reasonable costs of
investigation. No indemnifying party shall,
without the written consent of the indemnified
party, effect the settlement or compromise of, or
consent to the entry of any judgment with respect
to, any pending or threatened action or claim in
respect of which indemnification or contribution
may be sought hereunder (whether or not the
indemnified party is an actual or potential party
to such action or claim) unless such settlement,
compromise or judgment (i) includes an
unconditional release of the indemnified party
from all liability arising out of such action or
claim 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 any indemnified party.
No indemnifying party shall be liable under
Sections (a) or (b) above for any settlement of
any claim or action effected without its consent,
which consent will not be unreasonably withheld.
(d) If the indemnification provided for in
this Section 8 is unavailable to or insufficient
to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any
losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a
result of such losses, claims, damages or
liabilities (or actions in respect thereof) in
such proportion as is appropriate to reflect the
relative benefits received by the Company on the
one hand and the Underwriters of the Designated
Securities on the other from the offering of the
Designated Securities to which such loss, claim,
damage or liability (or action in respect thereof)
relates. If, however, the allocation provided by
the immediately preceding sentence is not
permitted by applicable law or if the indemnified
party failed to give the notice required under
subsection (c) above, then each indemnifying party
shall contribute to such amount paid or payable by
such indemnified party in such proportion as is
appropriate to reflect not only such relative
benefits but also the relative fault of the
Company on the one hand and the Underwriters of
the Designated Securities on the other in
connection with the statements or omissions which
resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as
well as any other relevant equitable
considerations. The relative benefits received by
the Company on the one hand and such Underwriters
on the other shall be deemed to be in the same
proportion as the total net proceeds from such
offering (before deducting expenses) received by
the Company bear to the total underwriting
discounts and commissions received by such
Underwriters. The relative fault 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 on the one
hand or such Underwriters on the other 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
subsection (d) 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 which does not take account
of the equitable considerations referred to above
in this subsection (d). The amount paid or
payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions
in respect thereof) referred to above in this
subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by
such indemnified party in connection with
investigating or defending any such action or
claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required
to contribute any amount in excess of the amount
by which the total price at which the applicable
Designated Securities underwritten by it and
distributed to the public were offered to the
public exceeds the amount of any damages which
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 Act)
shall be entitled to contribution from any person
who was not guilty of such fraudulent
misrepresentation. The obligations of the
Underwriters of Designated Securities in this
subsection (d) to contribute are several in
proportion to their respective underwriting
obligations with respect to such Securities and
not joint.
(e) The obligations of the Company under
this Section 8 shall be in addition to any
liability which the Company may otherwise have and
shall extend, upon the same terms and conditions,
to each person, if any, who controls any
Underwriter within the meaning of the Act; and the
obligations of the Underwriters under this Section
8 shall be in addition to any liability which the
respective Underwriters may otherwise have and
shall extend, upon the same terms and conditions,
to each officer and director of the Company and to
each person, if any, who controls the Company
within the meaning of the Act.
9. (a) If any Underwriter shall default in its
obligation to purchase the Designated Securities
which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities,
the Representatives may in their discretion
arrange for themselves or another party or other
parties to purchase such Designated Securities on
the terms contained herein. If within thirty-six
hours after such default by any Underwriter the
Representatives do not arrange for the purchase of
such Designated Securities, then the Company shall
be entitled to a further period of thirty-six
hours within which to procure another party or
other parties satisfactory to the Representatives
to purchase such Designated Securities on such
terms. In the event that, within the respective
prescribed period, the Representatives notify the
Company that they have so arranged for the
purchase of such Designated Securities, or the
Company notifies the Representatives that it has
so arranged for the purchase of such Designated
Securities, the Representatives or the Company
shall have the right to postpone the Time of
Delivery for such Designated Securities for a
period of not more than seven days, in order to
effect whatever changes may thereby be made
necessary in the Registration Statement or the
Prospectus as amended or supplemented, or in any
other documents or arrangements, and the Company
agrees to file promptly any amendments or
supplements to the Registration Statement or the
Prospectus which in the opinion of the
Representatives may thereby be made necessary.
The term "underwriter" as used in this Agreement
shall include any person substituted under this
Section with like effect as if such person had
originally been a party to the Pricing Agreement
with respect to such Designated Securities.
(b) If, after giving effect to any
arrangements for the purchase of the Designated
Securities of a defaulting Underwriter or
Underwriters by the Representatives and the
Company as provided in subsection (a) above, the
aggregate principal amount of such Designated
Securities which remains unpurchased does not
exceed one-eleventh of the aggregate principal
amount of the Designated Securities, then the
Company shall have the right to require each
non-defaulting Underwriter to purchase the
principal amount of Designated Securities which
such Underwriter agreed to purchase under the
Pricing Agreement relating to such Designated
Securities and, in addition, to require each
non-defaulting Underwriter to purchase its pro
rata share (based on the principal amount of
Designated Securities which such Underwriter
agreed to purchase under such Pricing Agreement)
of the Designated Securities of such defaulting
Underwriter or Underwriters for which such
arrangements have not been made; but nothing
herein shall relieve a defaulting Underwriter from
liability for its default.
(c) If, after giving effect to any
arrangements for the purchase of the Designated
Securities of a defaulting Underwriter or
Underwriters by the Representatives and the
Company as provided in subsection (a) above, the
aggregate principal amount of Designated
Securities which remains unpurchased exceeds
one-eleventh of the aggregate principal amount of
the Designated Securities, as referred to in
subsection (b) above, or if the Company shall not
exercise the right described in subsection (b)
above to require non-defaulting Underwriters to
purchase Designated Securities of a defaulting
Underwriter or Underwriters, then the Pricing
Agreement relating to such Designated Securities
shall thereupon terminate, without liability on
the part of any non-defaulting Underwriter or the
Company, except for the expenses to be borne by
the Company and the Underwriters as provided in
Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but
nothing herein shall relieve a defaulting
Underwriter from liability for its default.
10. The respective indemnities, agreements,
representations, warranties and other statements of the
Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain
in full force and effect, regardless of any
investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any
controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the
Company, and shall survive delivery of and payment for
the Securities.
11. If any Pricing Agreement shall be terminated
pursuant to Section 9 hereof, the Company shall not
then be under any liability to any Underwriter with
respect to the Designated Securities covered by such
Pricing Agreement except as provided in Sections 6 and
8 hereof; but, if for any other reason Designated
Securities are not delivered by or on behalf of the
Company as provided herein, the Company will reimburse
the Underwriters through the Representatives for all
out-of-pocket expenses approved in writing by the
Representatives, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in
making preparations for the purchase, sale and delivery
of such Designated Securities, but the Company shall
then be under no further liability to any Underwriter
with respect to such Designated Securities except as
provided in Sections 6 and 8 hereof.
12. In all dealings hereunder, the
Representatives of the Underwriters of Designated
Securities shall act on behalf of each of such
Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made or given by
such Representatives jointly or by such of the
Representatives, if any, as may be designated for such
purpose in the Pricing Agreement.
All statements, requests, notices and agreements
hereunder shall be in writing, and if to the
Underwriters shall be delivered or sent by mail, telex
or facsimile transmission to the address of the
Representatives as set forth in the Pricing Agreement;
and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of
the Company set forth in the Registration Statement:
Attention: Secretary; provided, however, that any
notice to an Underwriter pursuant to Section 8(c)
hereof shall be delivered or sent by mail, telex or
facsimile transmission to such Underwriter at its
address set forth in its Underwriters' Questionnaire,
or telex constituting such Questionnaire, which address
will be supplied to the Company by the Representatives
upon request. Any such statements, requests, notices
or agreements shall take effect upon receipt thereof.
13. This Agreement and each Pricing Agreement
shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and, to the extent
provided in Sections 8 and 10 hereof, the officers and
directors of the Company and each person who controls
the Company or any Underwriter, and their respective
heirs, executors, administrators, successors and
assigns, and no other person shall acquire or have any
right under or by virtue of this Agreement or any such
Pricing Agreement. No purchaser of any of the
Securities from any Underwriter shall be deemed a
successor or assign by reason merely of such purchase.
14. Time shall be of the essence of each Pricing
Agreement. As used herein, "business day" shall mean
any day when the Commission's office in Washington,
D.C. is open for business.
15. This Agreement and each Pricing Agreement
shall be governed by and construed in accordance with
the laws of the State of New York.
16. This Agreement and each Pricing Agreement may
be executed by any one or more of the parties hereto
and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such
respective counterparts shall together constitute one
and the same instrument.
If the foregoing is in accordance with your
understanding, please sign and return to us five
counterparts hereof.
Very truly yours,
Pentair, Inc.
By:
Name:
Title:
Accepted as of the date hereof:
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇.▇. ▇▇▇▇▇▇ Securities Inc.
Banc One Capital Markets, Inc.
By:
(▇▇▇▇▇▇▇, Sachs & Co.)
On behalf of each of the Underwriters
ANNEX I
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq., General Counsel of
the Company, shall have furnished to the
Representatives his written opinion, dated the Time of
Delivery for such Designated Securities, 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 the State of Minnesota,
with power and authority (corporate and other) to
own its properties and conduct its business as
described in the Prospectus as amended or
supplemented;
(ii) The Company has an authorized
capitalization as set forth in the Prospectus as
amended or supplemented, and all of the issued
shares of capital stock of the Company have been
duly and validly authorized and issued and are
fully paid and non-assessable;
(iii) To the best of such counsel's
knowledge and other than as set forth in the
Prospectus, there are no legal or governmental
proceedings pending to which the Company or any of
its subsidiaries is a party or of which any
property of the Company or any of its subsidiaries
is the subject which will, in such counsel's
reasonable belief, individually or in the
aggregate, have a material adverse effect on the
business, consolidated financial position,
stockholders' equity or results of operations of
the Company and its subsidiaries taken as a whole;
and, to the best of such counsel's knowledge, no
such proceedings are threatened by governmental
authorities or threatened by others;
(iv) This Agreement and the Pricing Agreement
with respect to the Designated Securities have
been duly authorized, executed and delivered by
the Company;
(v) The issue and sale of the Designated
Securities and the compliance by the Company with
all of the provisions of the Designated
Securities, the Indenture, this Agreement and the
Pricing Agreement with respect to the Designated
Securities and the consummation of the
transactions herein and therein contemplated will
not (i) conflict with or result in a breach or
violation of any of the terms or provisions of, or
constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other
agreement or instrument known to such counsel to
which the Company or any of its Material
Subsidiaries is a party or by which the Company or
any of its Material Subsidiaries is bound or to
which any of the property or assets of the Company
or any of its Material Subsidiaries is subject;
(ii) result in any violation of the provisions of
the Articles of Incorporation or By-laws of the
Company or any of its Material Subsidiaries; or
(iii) result in a violation of any statute or any
order, rule or regulation known to such counsel
and applicable to the Company or any of its
Material Subsidiaries or any of their respective
properties of any court or governmental agency or
body having jurisdiction over the Company or any
of its Material Subsidiaries or any of their
respective properties (except that such counsel
need express no opinion with respect to state
securities laws or Blue Sky laws with respect to
this paragraph) (and that such opinion shall not
extend to compliance with the anti-fraud
provisions of federal or state securities laws);
except in the case of clauses (i) and (iii) of
this paragraph, for such conflicts, breaches,
violations and defaults as are not reasonably
likely, individually or in the aggregate, to have
a material adverse effect on the business,
consolidated financial position, stockholders'
equity, results of operations, business or
prospects of the Company and its subsidiaries,
taken as a whole;
(vi) The documents incorporated by reference
in the Prospectus as amended or supplemented
(other than the financial statements and related
schedules therein, as to which such counsel need
express no opinion), when they became effective or
were filed with the Commission, as the case may
be, complied as to form in all material respects
with the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations
of the Commission thereunder; and such counsel has
no reason to believe that any of such documents,
when they became effective or were so filed, as
the case may be, contained, in the case of a
registration statement which became effective
under the Act, an untrue statement of a material
fact or omitted to state a material fact required
to be stated therein or necessary to make the
statements therein not misleading, or, in the case
of other documents which were filed under the Act
or the Exchange Act with the Commission, an untrue
statement of a material fact or omitted to state a
material fact necessary in order to make the
statements therein, in the light of the
circumstances under which they were made when such
documents were so filed, not misleading;
(vii) The statements set forth in the
Prospectus under the captions "Description of Debt
Securities" and "Description of the Notes,"
insofar as they purport to constitute a summary of
the terms of the Designated Securities, and under
the captions "Plan of Distribution" and
"Underwriting" insofar as they purport to
summarize the provisions of the laws and documents
referred to therein, are accurate summaries and
fairly present the information called for with
respect to such matters;
(viii) Neither the Company nor any of its
subsidiaries is in violation of its By-laws or
Articles of Incorporation or in default in the
performance or observance of any material
obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage,
loan agreement, note, lease or other instrument to
which it is a party or by which it or any of its
properties may be bound; and
(ix) The Registration Statement and the
Prospectus as amended or supplemented and any
further amendments and supplements thereto made by
the Company prior to the Time of Delivery for the
Designated Securities (other than the financial
statements and related schedules therein, as to
which such counsel need express no opinion) comply
as to form in all material respects with the
requirements of the Act and the Trust Indenture
Act and the rules and regulations thereunder;
although they do not assume any responsibility for
the accuracy, completeness or fairness of the
statements contained in the Registration Statement
or the Prospectus, except for those referred to in
the opinion in subsection (vii) hereof, such
counsel has no reason to believe that, as of its
effective date, the Registration Statement or any
further amendment thereto made by the Company
prior to the Time of Delivery (other than the
financial statements, including the notes thereto,
and related schedules therein, as to which such
counsel need express no opinion) contained an
untrue statement of a material fact or omitted to
state a material fact required to be stated
therein or necessary to make the statements
therein not misleading or that, as of its date,
the Prospectus as amended or supplemented or any
further amendment or supplement thereto made by
the Company prior to the Time of Delivery (other
than the financial statements, including the notes
thereto, and related schedules therein, as to
which such counsel need express no opinion)
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 or that, as of the Time of Delivery,
either the Registration Statement or the
Prospectus as amended or supplemented or any
further amendment or supplement thereto made by
the Company prior to the Time of Delivery (other
than the financial statements including the notes
thereto, and related schedules therein, as to
which such counsel need express no opinion)
contains an untrue statement of a material fact or
omits 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 they do not know of any amendment
to the Registration Statement required to be filed
or any contracts or other documents of a character
required to be filed as an exhibit to the
Registration Statement or required to be
incorporated by reference into the Prospectus as
amended or supplemented or required to be
described in the Registration Statement or the
Prospectus as amended or supplemented which are
not filed or incorporated by reference or
described as required.
ANNEX II
▇▇▇▇▇▇ & Efron, P.A., counsel for the
Company, shall have furnished to the Representatives
their written opinion, dated the Time of Delivery for
such Designated Securities, 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 the State of Minnesota,
with power and authority (corporate and other) to
own its properties and conduct its business as
described in the Prospectus as amended or
supplemented;
(ii) The Company has an authorized
capitalization as set forth in the Prospectus as
amended or supplemented, and all of the issued
shares of capital stock of the Company have been
duly and validly authorized and issued and are
fully paid and non-assessable;
(iii) This Agreement and the Pricing
Agreement with respect to the Designated
Securities have been duly authorized, executed and
delivered by the Company;
(iv) The Designated Securities have been duly
authorized, executed, authenticated, issued and
delivered, and, when paid for in accordance with
the terms hereof, will constitute valid and
legally binding obligations of the Company
entitled to the benefits provided by the Indenture
and enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy,
insolvency, fraudulent transfer, moratorium,
reorganization and similar laws of general
applicability relating to or affecting creditors'
rights and general equity principles; and the
Designated Securities and the Indenture conform in
all material respects to the descriptions thereof
in the Prospectus as amended or supplemented;
(v) The Indenture has been duly authorized,
executed and delivered by the Company and,
assuming the due authorization, execution and
delivery thereof by the Trustee, constitutes a
valid and legally binding obligation of the
Company, enforceable against the Company in
accordance with its terms, subject, as to its
enforceability, to bankruptcy, insolvency,
fraudulent transfer, moratorium, reorganization
and similar laws of general applicability relating
to or affecting creditors' rights and to general
equity principles; and the Indenture has been duly
qualified under the Trust Indenture Act;
(vi) No consent, approval, authorization,
order, registration or qualification of or with
any court or governmental agency or body is
required to be made by the Company for the issue
and sale of the Designated Securities or the
consummation by the Company of the transactions
contemplated by this Agreement, such Pricing
Agreement or the Indenture, except such as have
been obtained under the Act and the Trust
Indenture Act and such consents, approvals,
authorizations, orders, registrations or
qualifications as may be required under state
securities or Blue Sky laws (as to the
applicability of which no opinion need be
expressed) in connection with the purchase and
distribution of the Designated Securities by the
Underwriters;
(vii) The statements set forth in the
Prospectus under the captions "Description of Debt
Securities" and "Description of the Notes,"
insofar as they purport to constitute a summary of
the terms of the Designated Securities, and under
the captions "Plan of Distribution" and
"Underwriting," insofar as they purport to
summarize the provisions of the laws and documents
referred to therein, are accurate summaries and
fairly present the information called for with
respect to such matters;
(viii) The Company is not an "investment
company," or an entity "controlled" by an
"investment company, " as such term is defined in
the Investment Company Act;
(ix) The issue and sale of the Designated
Securities and the compliance by the Company with
all of the provisions of the Designated
Securities, the Indenture, this Agreement and the
Pricing Agreement with respect to the Designated
Securities and the consummation of the
transactions herein and therein contemplated will
not (i) conflict with or result in a breach or
violation of any of the terms or provisions of, or
constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other
agreement or instrument known to such counsel to
which the Company or any of its Material
Subsidiaries is a party or by which the Company or
any of its Material Subsidiaries is bound or to
which any of the property or assets of the Company
or any of its Material Subsidiaries is subject;
(ii) result in any violation of the provisions of
the Articles of Incorporation or By-laws of the
Company or any of its Material Subsidiaries
incorporated within the United States; or (iii)
result in a violation of any statute or any order,
rule or regulation known to such counsel and
applicable to the Company or any of its Material
Subsidiaries or any of their respective properties
of any court or governmental agency or body having
jurisdiction over the Company or any of its
Material Subsidiaries or any of their respective
properties (except that such counsel need express
no opinion with respect to state securities laws
or Blue Sky laws with respect to this paragraph)
(and that such opinion shall not extend to
compliance with the anti-fraud provisions of
federal or state securities laws); except in the
case of clauses (i) and (iii) of this paragraph,
for such conflicts, breaches, violations and
defaults as are not reasonably likely,
individually or in the aggregate, to have a
material adverse effect on the business,
consolidated financial position, stockholders'
equity, results of operations, business or
prospects of the Company and its subsidiaries,
taken as a whole. In rendering the opinion set
forth in clause (i) of this paragraph, we have,
with your approval relied without investigation,
on a certificate of the Treasurer of the Company,
which includes calculations of the Company, as to
the Company's compliance with the financial ratios
and tests, which certificate is attached hereto;
(x) The documents incorporated by reference
in the Prospectus as amended or supplemented
(other than the financial statements and related
schedules therein, as to which such counsel need
express no opinion), when they became effective or
were filed with the Commission, as the case may
be, complied as to form in all material respects
with the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations
of the Commission thereunder; and nothing has come
to such counsel's attention that causes it to
believe that any of such documents, when they
became effective or were so filed, as the case may
be, contained, in the case of a registration
statement which became effective under the Act, an
untrue statement of a material fact or omitted to
state a material fact required to be stated
therein or necessary to make the statements
therein not misleading, or, in the case of other
documents which were filed under the Act or the
Exchange Act with the Commission, an untrue
statement of a material fact or omitted to state a
material fact necessary in order to make the
statements therein, in the light of the
circumstances under which they were made when such
documents were so filed, not misleading; and
(xi) The Registration Statement and the
Prospectus as amended or supplemented and any
further amendments and supplements thereto made by
the Company prior to the Time of Delivery for the
Designated Securities (other than the financial
statements and related schedules therein, as to
which such counsel need express no opinion) comply
as to form in all material respects with the
requirements of the Act and the Trust Indenture
Act and the rules and regulations thereunder;
although they do not assume any responsibility for
the accuracy, completeness or fairness of the
statements contained in the Registration Statement
or the Prospectus and nothing has come to such
counsel's attention that causes it to believe that
as of its effective date, the Registration
Statement or any further amendment thereto made by
the Company prior to the Time of Delivery (other
than the financial statements, including the notes
thereto, and related schedules therein, as to
which such counsel need express no opinion)
contained an untrue statement of a material fact
or omitted to state a material fact required to be
stated therein or necessary to make the statements
therein not misleading or that, as of its date,
the Prospectus as amended or supplemented or any
further amendment or supplement thereto made by
the Company prior to the Time of Delivery (other
than the financial statements, including the notes
thereto, and related schedules therein, as to
which such counsel need express no opinion)
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 or that, as of the Time of Delivery,
either the Registration Statement or the
Prospectus as amended or supplemented or any
further amendment or supplement thereto made by
the Company prior to the Time of Delivery (other
than the financial statements including the notes
thereto, and related schedules therein, as to
which such counsel need express no opinion)
contains an untrue statement of a material fact or
omits 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 they do not know of any amendment
to the Registration Statement required to be filed
or any contracts or other documents of a character
required to be filed as an exhibit to the
Registration Statement or required to be
incorporated by reference into the Prospectus as
amended or supplemented or required to be
described in the Registration Statement or the
Prospectus as amended or supplemented which are
not filed or incorporated by reference or
described as required.
ANNEX III
Pricing Agreement
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇.▇. ▇▇▇▇▇▇ Securities Inc.
Banc One Capital Markets, Inc.
c/o Goldman, Sachs & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
September 30, 1999
Ladies and Gentlemen:
Pentair, Inc., a Minnesota corporation (the
"Company'), proposes, subject to the terms and
conditions stated herein and in the Underwriting
Agreement, dated September 30, 1999 (the "Underwriting
Agreement"), between the Company on the one hand and
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇.▇. ▇▇▇▇▇▇ Securities Inc. and
Banc One Capital Markets, Inc. 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 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 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.
If the foregoing is in accordance with your
understanding, please sign and return to us five
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,
Pentair, Inc.
By:
Name:
Title:
Accepted as of the date hereof:
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇.▇. ▇▇▇▇▇▇ Securities, Inc.
Banc One Capital Markets, Inc.
By:
(▇▇▇▇▇▇▇, Sachs & Co.)
On behalf of each of the Underwriters
SCHEDULE I
Principal
Amount of
Designated
Securities
to be
Purchased
Underwriter
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. $125,000,000
▇.▇.▇▇▇▇▇▇ Securities Inc. 75,000,000
Banc One Capital Markets, Inc. 50,000,000
Total $250,000,000
SCHEDULE II
Title of Designated Securities:
7.85% Senior Notes due ▇▇▇▇
▇▇▇▇▇▇▇▇▇ principal amount:
$250,000,000
Price to Public:
99.743% of the principal amount of the Designated
Securities, plus accrued interest, if any, from
October 5, 1999
Purchase Price by Underwriters:
99.093% of the principal amount of the Designated
Securities, plus accrued interest from October 5,
1999
Form of Designated Securities:
Book-entry only form represented by one or more
global securities deposited with The Depository
Trust Company or its designated custodian
Specified funds for payment of purchase price:
Federal (same day) funds
Time of Delivery:
9:30 a.m. (New York City time), October 5, 1999
Indenture:
Indenture dated June 1, 1999 between the Company
and U.S. Bank Trust National Association, as
Trustee
Maturity:
October 15, 2009
Interest Rate:
7.85%
Interest Payment Dates:
April 15 and October 15, commencing April 15, 2000
Redemption Provisions:
Applicable--See Prospectus Supplement dated
September 30, 1999
Sinking Fund Provisions:
No sinking fund provisions
Extendable provisions:
No extendable provisions
Floating rate provisions:
No floating rate provisions
Defeasance provisions:
Applicable--See Prospectus Supplement dated
September 30, 1999
Closing location for delivery of Designated Securities:
▇▇▇▇▇▇ & Efron, P.A., Minneapolis, Minnesota
Additional Closing Conditions:
None
Names and addresses of Representatives:
▇▇▇▇▇▇▇, Sachs & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Banc One Capital Markets, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Other Terms:
None
ANNEX IV
Pursuant to Section 7(d) of the Underwriting
Agreement, the accountants shall furnish letters to the
Underwriters to the effect that:
(i) They are independent certified public
accountants with respect to the Company and its
subsidiaries within the meaning of the Act and the
applicable rules and regulations adopted by the
Commission;
(ii) In their opinion, the financial
statements and any supplementary financial
information and schedules audited (and, if
applicable, financial forecasts and/or pro forma
financial information) examined by them and
included or incorporated by reference in the
Registration Statement or the Prospectus comply as
to form in all material respects with the
applicable accounting requirements of the Act or
the Exchange Act, as applicable, and the related
rules and regulations; and, if applicable, they
have made a review in accordance with standards
established by the American Institute of Certified
Public Accountants of the consolidated interim
financial statements, including the notes thereto,
selected financial data, pro forma financial
information, financial forecasts and/or condensed
financial statements derived from audited
financial statements of the Company for the
periods specified in such letter, as indicated in
their reports thereon, copies of which have been
furnished to the representative or representatives
of the Underwriters (the "Representatives") such
term to include an Underwriter or Underwriters who
act without any firm being designated as its or
their representatives;
(iii) They have made a review in
accordance with standards established by the
American Institute of Certified Public Accountants
of the unaudited condensed consolidated statements
of income, consolidated balance sheets and
consolidated statements of cash flows included in
the Prospectus and/or included in the Company's
quarterly report on Form 10-Q incorporated by
reference into the Prospectus as indicated in
their reports thereon copies of which are attached
to such letters; and on the basis of specified
procedures including inquiries of officials of the
Company who have responsibility for financial and
accounting matters regarding whether the unaudited
condensed consolidated financial statements
referred to in paragraph (vi)(A)(i) below comply
as to form in all material respects with the
applicable accounting requirements of the Act and
the Exchange Act and the related rules and
regulations, nothing came to their attention that
caused them to believe that the unaudited
condensed consolidated financial statements do not
comply as to form in all material respects with
the applicable accounting requirements of the Act
and the Exchange Act and the related rules and
regulations adopted by the Commission;
(iv) The unaudited selected financial
information with respect to the consolidated
results of operations and financial position of
the Company for the five most recent fiscal years
included in the Prospectus and included or
incorporated by reference in Item 6 of the
Company's Annual Report on Form 10-K for the most
recent fiscal year agrees with the corresponding
amounts (after restatement where applicable) in
the audited consolidated financial statements for
five such fiscal years included or incorporated by
reference in the Company's Annual Reports on Form
10-K for such fiscal years;
(v) They have compared the information in
the Prospectus under selected captions with the
disclosure requirements of Regulation S-K and on
the basis of limited procedures specified in such
letter nothing came to their attention as a result
of the foregoing procedures that caused them to
believe that this information does not conform in
all material respects with the disclosure
requirements of Items 301, 302, 402 and 503(d),
respectively, of Regulation S-K;
(vi) On the basis of limited procedures, not
constituting an examination in accordance with
generally accepted auditing standards, consisting
of a reading of the unaudited financial statements
and other information referred to below, a reading
of the latest available interim financial
statements of the Company and its subsidiaries,
inspection of the minute books of the Company and
its subsidiaries since the date of the latest
audited financial statements included or
incorporated by reference in the Prospectus,
inquiries of officials of the Company and its
subsidiaries responsible for financial and
accounting matters and such other inquiries and
procedures as may be specified in such letter,
nothing came to their attention that caused them
to believe that:
(A) (i) the unaudited condensed
consolidated statements of income,
consolidated balance sheets and consolidated
statements of cash flows included in the
Prospectus and/or included or incorporated by
reference in the Company's Quarterly Reports
on Form 10-Q incorporated by reference in the
Prospectus do not comply as to form in all
material respects with the applicable
accounting requirements of the Exchange Act
and the published rules and regulations
adopted by the Commission, or (ii) any
material modifications should be made to the
unaudited condensed consolidated statements
of income, consolidated balance sheets and
consolidated statements of cash flows
included in the Prospectus or included in the
Company's Quarterly Reports on Form 10-Q
incorporated by reference in the Prospectus
for them to be in conformity with generally
accepted accounting principles;
(B) any other unaudited income
statement data and balance sheet items
included in the Prospectus do not agree with
the corresponding items in the unaudited
consolidated financial statements from which
such data and items were derived, and any
such unaudited data and items were not
determined on a basis substantially
consistent with the basis for the
corresponding amounts in the audited
consolidated financial statements included or
incorporated by reference in the Company's
Annual Report on Form 10-K for the most
recent fiscal year;
(C) the unaudited financial statements
which were not included in the Prospectus but
from which were derived the unaudited
condensed financial statements referred to in
clause (A) and any unaudited income statement
data and balance sheet items included in the
Prospectus and referred to in clause (B) were
not determined on a basis substantially
consistent with the basis for the audited
financial statements included or incorporated
by reference in the Company's Annual Report
on Form 10-K for the most recent fiscal year;
(D) any unaudited pro forma
consolidated condensed financial statements
included or incorporated by reference in the
Prospectus do not comply as to form in all
material respects with the applicable
accounting requirements of the Act and the
rules and regulations adopted by the
Commission thereunder or the pro forma
adjustments have not been properly applied to
the historical amounts in the compilation of
those statements;
(E) as of a specified date not more
than five days prior to the date of such
letter, there have been any changes in the
consolidated capital stock (other than
issuances of capital stock upon exercise of
options and stock appreciation rights, upon
earn-outs of performance shares and upon
conversions of convertible securities, in
each case which were outstanding on the date
of the latest balance sheet included or
incorporated by reference in the Prospectus)
or any increase in the consolidated long-term
debt of the Company and its subsidiaries, or
any decreases in consolidated net current
assets or shareholders' equity or other items
specified by the Representatives, or any
increases in any items specified by the
Representatives, in each case as compared
with amounts shown in the latest balance
sheet included or incorporated by reference
in the Prospectus, except in each case for
changes, increases or decreases which the
Prospectus discloses have occurred or may
occur or which are described in such letter;
and
(F) for the period from the date of the
latest financial statements included or
incorporated by reference in the Prospectus
to the specified date referred to in clause
(E) there were any decreases in consolidated
net revenues or operating profit or the total
or per share amounts of consolidated net
income or other items specified by the
Representatives, or any increases in any
items specified by the Representatives, in
each case as compared with the comparable
period of the preceding year and with any
other period of corresponding length
specified by the Representatives, except in
each case for increases or decreases which
the Prospectus discloses have occurred or may
occur or which are described in such letter;
and
(vii) In addition to the audit referred
to in their report(s) included or incorporated by
reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries
and other procedures referred to in paragraphs
(iii) and (vi) above, they have carried out
certain specified procedures, not constituting an
audit in accordance with generally accepted
auditing standards, with respect to certain
amounts, percentages and financial information
specified by the Representatives which are derived
from the general accounting records of the Company
and its subsidiaries, which appear in the
Prospectus (excluding documents incorporated by
reference), or in Part II of, or in exhibits and
schedules to, the Registration Statement specified
by the Representatives or in documents
incorporated by reference in the Prospectus
specified by the Representatives, and have
compared certain of such amounts, percentages and
financial information with the accounting records
of the Company and its subsidiaries and have found
them to be in agreement.
All references in this Annex IV to the Prospectus
shall be deemed to refer to the Prospectus (including
the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of the date of
the letter delivered on the date of the Pricing
Agreement for purposes of such letter and to the
Prospectus as amended or supplemented (including the
documents incorporated by reference therein) in
relation to the applicable Designated Securities for
purposes of the letter delivered at the Time of
Delivery for such Designated Securities.
ANNEX V
MATERIAL SUBSIDIARIES
Subsidiary Jurisdiction of Incorporation
Delta International Machinery Corp. Minnesota
▇▇▇▇▇▇-Cable Corporation Minnesota
Century Mfg. Co. Minnesota
Lincoln Automotive Company Minnesota
Pentair Pump Group, Inc. Minnesota
▇▇▇▇▇ Controls, Inc. Wisconsin
Lincoln Industrial Corporation Minnesota
▇▇▇▇▇▇▇ Enclosures Inc. Minnesota
▇▇▇▇▇▇▇, Inc. Rhode Island
▇▇▇▇▇▇▇ ▇.▇. Japan
Pentair UK Limited United Kingdom
▇▇▇▇▇▇▇ UK Ltd United Kingdom
Pentair Enclosures UK Limited United Kingdom
WEB Tool & Manufacturing, Inc. Illinois
EuroPentair CmbH Germany
▇▇▇▇▇▇▇ GmbH Germany
▇▇▇▇▇▇▇ ▇.▇. France
Lincoln GmbH Germany Germany
FLEX Elektrowerkzeuge GmbH Germany
WTM, Inc. Minnesota
Pentair Canada Canada
Essef Corporation Ohio
Falcon Manufacturing, Inc. Delaware
DeVilbiss Air Power Company Delaware
Pac-Fab, Inc. Delaware
Structural Europe NV Belgium