Exhibit 1.2
SOUTH JERSEY GAS COMPANY
Secured Medium Term Notes, Series A
Due from One Year to Forty Years
from Date of Issue
PRICING AGREEMENT
South Jersey Gas Company
Number One South Jersey Plaza
Route 54
Folsom, New Jersey 08037
June 29, 2000
Attention:
Subject in all respects to the terms and conditions of the Distribution
Agreement (the "Agreement") dated October 5, 1998, as amended on June 26, 2000
among PaineWebber Incorporated, First Union Securities, Inc. and Edward D. Jones
& Co., L.P. and you, the undersigned agrees to the following:
Secured Medium Term Notes, Series A 2000-1
Secured Medium Term Insured Notes
Aggregate Principal Amount: $10,000,000.
Interest Rate: 7.97%.
Date of Maturity: August 1, 2018.
Interest Payment Dates: February 1 and August 1, beginning on
February 1, 2001.
Regular Record Dates: January 15 and July 15.
CUSIP: 83851M AC1
Insurance: The timely payment of the
regularly scheduled principal
and interest on the Notes will
be insured by a financial
guaranty insurance policy issued
by Ambac Assurance Corporation
that will be issued at
the same time the Notes
are delivered.
Redemption Dates and Prices: N/A.
Price to Public: 100.00% of principal amount.
Commissions: 0.75% of principal amount.
Proceeds to Company: 99.25% of prinicpal amount.
Settlement Date and Time: Wednesday, July 5, 2000,
10:00 a.m., Eastern time.
Place for Delivery of Notes and
Payment Therefor: New York, New York.
Wiring Instructions as follows: First Union National Bank
ABA#0312-0146-7
Credit: South Jersey Gas Company
Account# 2000001370494
Modification, if any, in the
requirements to deliver the
documents in Section 6(b) of the
Agreement: Additional conditions to the
obligations of PaineWebber
Incorporated.
(d) Opinion of counsel to Ambac
Assurance Corporation ("Ambac"),
dated the Closing Date.
(e) Certificate of Ambac, dated
the Closing Date.
(f) Confirmation of the following
ratings designations:
Standard & Poors - "AAA".
Moody's - "Aaa".
(g) Delivery of executed insurance
policy by Ambac.
PAINEWEBBER INCORPORATED
By: /s/ Case Korpan
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Accepted:
SOUTH JERSEY GAS COMPANY
By: /s/ David A. Kindlick
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Title: Senior Vice President
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