Print Page  Close Window

SEC Filings

424B1
DITECH HOLDING CORP filed this Form 424B1 on 09/16/1997
Entire Document
 
<PAGE>   98
 
                                  UNDERWRITING
 
     Under the terms of and subject to the conditions contained in the
underwriting agreement (the "Underwriting Agreement") between the Company and
the Underwriters named below (the "Underwriters"), for whom Stifel, Nicolaus &
Company, Incorporated and Montgomery Securities are acting as representatives
(the "Representatives"), the Underwriters have severally agreed to purchase from
the Company and the Company has agreed to sell to the Underwriters severally the
respective number of Units set forth opposite its name below:
 

<TABLE>
<CAPTION>
                                                                        NUMBER OF UNITS
        UNDERWRITER                                                     TO BE PURCHASED
        --------------------------------------------------------------  ---------------
        <S>                                                             <C>
        Stifel, Nicolaus & Company, Incorporated .....................     2,010,868
        Montgomery Securities ........................................     2,010,868
        Bear, Stearns & Co. Inc. .....................................       108,696
        BT Alex. Brown Incorporated ..................................       108,696
        PaineWebber Incorporated .....................................       108,696
        Robertson, Stephens & Company LLC ............................       108,696
        Advest, Inc. .................................................        54,348
        George K. Baum & Company .....................................        54,348
        EVEREN Securities, Inc. ......................................        54,348
        Friedman, Billings, Ramsey & Co., Inc. .......................        54,348
        Furman Selz LLC ..............................................        54,348
        Morgan Keegan & Company, Inc. ................................        54,348
        Principal Financial Securities, Inc. .........................        54,348
        Stephens Inc. ................................................        54,348
        Sutro & Co. Incorporated .....................................        54,348
        The Robinson-Humphrey Company, Inc. ..........................        54,348
                                                                           ---------
                  Total...............................................     5,000,000
                                                                           =========
</TABLE>

 
     In the Underwriting Agreement, the Underwriters have severally agreed,
subject to the terms and conditions set forth therein, to purchase all of the
Units being sold pursuant to the Underwriting Agreement (other than those
covered by the over-allotment option described below). In the event of a default
by any Underwriter, the Underwriting Agreement provides that, in certain
circumstances, the purchase commitments of the nondefaulting Underwriters may be
increased or the Underwriting Agreement may be terminated.
 
     The Company has been advised by the Representatives that the Underwriters
propose to offer the Units in part to the public at the initial public offering
price set forth on the cover page of this Prospectus, and in part to certain
securities dealers (who may include Underwriters) at such price less a
concession not in excess of $.58 per Unit, and that the Underwriters and such
dealers may reallow to certain dealers a discount not in excess of $.10 per
Unit. After commencement of the public offering, the initial public offering
price, concessions to selected dealers and the discount to other dealers may be
changed by the Representatives.
 
     The Company has granted an option to the Underwriters, exercisable during
the 30-day period after the date of this Prospectus, to purchase, at the initial
public offering price less the underwriting discount set forth on the cover page
of this Prospectus, up to 750,000 additional Units. The Underwriters may
exercise such option only to cover over-allotments, if any, made in connection
with the Offering of the Units offered hereby. To the extent the Underwriters
exercise such option, each of the Underwriters will become obligated, subject to
certain conditions, to purchase approximately the same percentage of such option
Units as it was obligated to purchase pursuant to the Underwriting Agreement.
 
     The Company and certain of its affiliates have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Federal securities laws, or to contribute to payments which the Underwriters may
be required to make in respect thereof.
 
     The Company and the Principals have agreed with the Underwriters that, for
a period of one year following the closing of the Offering, they will not offer,
sell, contract to sell or otherwise dispose of any shares
 
                                       98