EXHIBIT 1.01 (b)
ANNEX I
PRICING AGREEMENT
Banc of America Securities LLC
BNY Capital Markets, Inc.
As Representatives of the Underwriters
named in Schedule I hereto
c/o Banc of America Securities LLC
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
May 1, 2002
Ladies and Gentlemen:
Southwest Gas Corporation, a California corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated May 1, 2002 (the "Underwriting Agreement"),
between the Company on the one hand and Banc of America Securities LLC and BNY
Capital Markets, Inc., as representatives of the underwriters named in Schedule
I hereto (the "Underwriters") on the other hand, to issue and sell to 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.
2
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,
Southwest Gas Corporation
By: /s/ Jeffrey W. Shaw
------------------------------------------
Name: Jeffrey W. Shaw
Title: Senior Vice-President/Finance and
Treasurer
Accepted as of the date hereof:
Banc of America Securities LLC
BNY Capital Markets, Inc.
As Representatives of the Underwriters
named in Schedule I hereto
By: Banc of America Securities LLC
(On behalf of the Representatives)
By: /s/ Lily Chang
---------------------------------------
Name: Lily Chang
Title: Principal
3
SCHEDULE I
Principal
Amount of
Designated
Securities
to be
Underwriter Purchased
----------- -----------
Banc of America Securities LLC........................................ $ 90,000,000
BNY Capital Markets, Inc.............................................. 60,000,000
Banc One Capital Markets, Inc......................................... 30,000,000
Tokyo-Mitsubishi Capital (USA), Inc................................... 12,000,000
Fleet Securities, Inc................................................. 8,000,000
------------
Total......................................................... $200,000,000
============
4
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
7.625% Senior Unsecured Notes due 2012
AGGREGATE PRINCIPAL AMOUNT:
$200,000,000
PRICE TO PUBLIC:
99.624% of the principal amount of the Designated Securities, plus
accrued interest, if any from May 6, 2002 to the date of delivery
PURCHASE PRICE BY UNDERWRITERS:
98.974% of the principal amount of the Designated Securities, plus
accrued interest if the date of delivery is after May 6, 2002
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery at the office of
DTC
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
TIME OF DELIVERY:
10:00 a.m. (New York City time), May 6, 2002
INDENTURE:
Indenture dated July 15, 1996 between the Company and The Bank of New
York, as successor to Harris Trust and Savings Bank, as amended by that
certain First Supplemental Indenture, dated as of August 1, 1996, the
Second Supplemental Indenture dated as of December 30, 1996, the Third
Supplemental Indenture, dated as of February 13, 2001, and the Fourth
Supplemental Indenture to be dated as of May 6, 2002, in each case
between the Company and The Bank of New York, as successor to Harris
Trust and Savings Bank
5
MATURITY:
May 15, 2012
INTEREST RATE:
7.625% per annum, accruing from May 6, 2002
INTEREST PAYMENT DATES:
May 15 and November 15 beginning November 15, 2002
REDEMPTION PROVISIONS:
The Designated Securities may be redeemed, in whole or in part at the
option of the Company, at any time or from time to time. The redemption
price for the Designated Securities to be redeemed on any redemption
date will be equal to the greater of the following amounts:
- 100% of the principal amounts of the Notes being redeemed on the
redemption date; or
- the sum of the present values of the remaining scheduled payments of
principal and interest on the Designated Securities being redeemed on
that redemption date (not including any portion of any payments of
interest accrued to the redemption date) discounted to the redemption
date on a semiannual basis at the Adjusted Treasury Rate plus 35
basis points, as determined by the Reference Treasury Dealer; plus,
in either case, accrued and unpaid interest thereon to, but
excluding, the to the redemption date
SINKING FUND PROVISIONS:
None
DEFEASANCE PROVISIONS:
Yes, as per Indenture
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
New York, New York
ADDITIONAL CLOSING CONDITIONS:
6
NAMES AND ADDRESSES OF REPRESENTATIVES:
BANC OF AMERICA SECURITIES LLC
BNY CAPITAL MARKETS, INC.
As Representatives of the Underwriters
named on Schedule I to the Pricing Agreement
c/o Banc of America Securities LLC
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
7