EXHIBIT 1.2
Pricing Agreement
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J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
As Representatives of the several
Underwriters named in Schedule I hereto
June 26, 2001
Ladies and Gentlemen:
Sempra Energy, a California corporation (the "Company"), proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement,
dated June 26, 2001 (the "Underwriting Agreement") between the Company on the
one hand and you as Representatives 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 and 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
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the Company, at the time and place and at the purchase price to the Underwriters
set forth in Schedule II hereto, the principal amount of Designated Securities
set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and for each of the Representatives plus
one for each counsel counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters, on the one hand, and the Company, on the other hand. 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.
(Signature Page Follows)
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Very truly yours,
Sempra Energy
/s/ Charles McMonagle
By:_______________________________
Name: Charles McMonagle
Title: Vice President
Accepted as of the date hereof:
J.P. Morgan Securities Inc.
/s/ Kathryn Sayko
By:________________________________
Name: Kathryn Sayko
Title: Vice President
Salomon Smith Barney Inc.
/s/ Howard Hiller
By:________________________________
Name: Howard Hiller
Title: Managing Director
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SCHEDULE I
Principal Amount of Designated
Securities
Underwriter to be Purchased
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J.P. Morgan Securities Inc...................... $250,000,000
Salomon Smith Barney Inc........................ 250,000,000
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Total.................................. $500,000,000
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Schedule I-1
SCHEDULE II
Title of Designated Securities:
6.80% Notes due 2004
Aggregate principal amount:
$500,000,000
Price to Public:
99.951% of the principal amount of the Designated Securities, plus
accrued interest, if any, from June 29, 2001
Purchase Price by Underwriters:
99.551% of the principal amount of the Designated Securities
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), June 29, 2001
Indenture:
Indenture dated February 23, 2000, between the Company and U.S. Bank
Trust National Association, as Trustee
Maturity:
July 1, 2004
Interest Rate:
6.80%, accruing from June 29, 2001, subject to adjustment as set
forth in the final prospectus supplement dated June 26, 2001 relating
to the Designated Securities
Schedule II-1
Interest Payment Dates:
January 1 and July 1, commencing January 1, 2002
Redemption Provisions:
The Designated Securities may be redeemed, in whole or in part at the
option of the Company, on the terms and subject to the conditions set
forth in the final prospectus supplement dated June 26, 2001 relating
to the Designated Securities
Sinking Fund Provisions:
No sinking fund provisions
Defeasance provisions:
The Designated Securities shall be subject to defeasance on the terms
and subject to the conditions set forth in the final prospectus
supplement dated June 26, 2001 relating to the Designated Securities
Closing location for delivery of Designated Securities:
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
Additional Closing Conditions:
Not applicable
Names and addresses of Representatives:
Designated Representatives:
J.P. Morgan Securities Inc.
Address for Notices, etc.:
270 Park Avenue
New York, New York 10017
Attention: Transaction Execution Group
Fax: (212) 834-6702
Schedule II-2
Salomon Smith Barney Inc.
Address for Notices, etc.:
390 Greenwich Street
New York, New York 10013
Schedule II-3