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EXHIBIT 1.01(b)
ANNEX I
PRICING AGREEMENT
Goldman, Sachs & Co.,
Banc of America Securities LLC
Banc One Capital Markets, Inc.
BNY Capital Markets, Inc.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
February 8, 2001
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 February 7, 2001 (the "Underwriting Agreement"),
between the Company on the one hand and Goldman, Sachs & Co., Banc of America
Securities LLC, Banc One Capital Markets, Inc., BNY Capital Markets, Inc., and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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.
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If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and 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
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
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Name: Jeffrey W. Shaw
Title: Senior Vice President/Finance
& Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
Banc of America Securities LLC
Banc One Capital Markets, Inc.
BNY Capital Markets, Inc.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
By: Goldman, Sachs & Co.
(On behalf of the Representatives)
By: /s/ GOLDMAN, SACHS & CO.
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(Goldman, Sachs & Co.)
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SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED
SECURITIES
TO BE
UNDERWRITER PURCHASED
----------- ------------
Goldman, Sachs & Co. ...................................... $120,000,000
Banc of America Securities LLC ............................ 20,000,000
Banc One Capital Markets, Inc. ............................ 20,000,000
BNY Capital Markets, Inc. ................................. 20,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated ........ 20,000,000
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TOTAL ..................................................... $200,000,000
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
8.375% Notes due 2011
AGGREGATE PRINCIPAL AMOUNT:
$200,000,000
PRICE TO PUBLIC:
99.241% of the principal amount of the Designated Securities, plus accrued
interest, if any, from February 13, 2001 to the date of delivery
PURCHASE PRICE BY UNDERWRITERS:
98.591% of the principal amount of the Designated Securities plus accrued
interest if date of delivery is after February 13, 2001
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), February 13, 2001
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 and the Third
Supplemental Indenture to be dated as of February 13, 2001, in each case
between the Company and The Bank of New York, as successor to Harris Trust
and Savings Bank
MATURITY:
February 15, 2011
INTEREST RATE:
8.375% per annum, accruing from February 13, 2001, subject to adjustment
in the event of a decrease in the rating of the Company's unsecured senior
debt by Moody's Investors Service, Inc. below Baa3, by Standard & Poor's
Ratings Services below BBB- or by Fitch, Inc. below BBB-
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INTEREST PAYMENT DATES:
February 15 and August 15 beginning August 15, 2001
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 Notes 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 each case,
with accrued and unpaid interest thereon to 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:
NAMES AND ADDRESSES OF REPRESENTATIVES:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Banc of America Securities LLC
100 North Tryon Street
Charlotte, NC 28255-0001
Mail Stop: NC1-007-07-01
Banc One Capital Markets, Inc.
1 Bank One Plaza
Corporate Securities Structuring, Suite IL1-0595
Chicago, IL 60670
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BNY Capital Markets, Inc.
One Wall Street
New York, NY 10286
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
New York, NY 10281-1316
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