Exhibit 1.2
PRICING AGREEMENT
XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION
XXXXXXX XXXXX & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
CREDIT LYONNAIS SECURITIES (USA) INC.
c/x Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 27, 1999
Dear Sirs:
Southern Union Company, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and
in the Purchase Agreement, dated October 27, 1999 (the "Purchase
Agreement"), between the Company on the one hand and Xxxxxxxxx,
Lufkin & Xxxxxxxx Securities Corporation ("DLJ"), Xxxxxxx Xxxxx &
Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx
Xxxxx"), Banc of America Securities LLC ("B of A"), Chase Securi-
ties Inc. ("Chase") and Credit Lyonnais Securities (USA) Inc.
(Credit Lyonnais") on the other hand, to issue and sell to DLJ,
Xxxxxxx Xxxxx, B of A, Chase and Credit Lyonnais (collectively,
the "Underwriters") the Securities specified in Schedule II
hereto (the "Offered Securities"). The Offered Securities will
be issued pursuant to an Indenture dated as of January 31, 1994
(the "Indenture") between the Company and The Chase Manhattan
Bank, as Trustee. Each of the provisions of the Purchase Agree-
ment 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 Closing Time (as
defined in the Purchase Agreement) and as of the date of this
Pricing Agreement. Unless otherwise defined herein, terms
defined in the Purchase Agreement are used herein as therein
defined. Your address referred to in such Section 11 are set
forth at the end of Schedule II hereto.
The Registration Statement has been declared effective by the
Commission. An amendment to the Registration Statement, or a
supplement to the Prospectus, as the case may be, relating to the
Offered 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
Purchase Agreement incorporated herein by reference, and on the
basis of the representations and warranties contained herein and
therein, the Company agrees to issue and sell to each Under-
writer, and each Underwriter 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 Offered Securities set forth
opposite the name of such Underwriter in Schedule I hereto.
[Signatures on following page.]
If the foregoing is in accordance with your understanding, please
sign and return to us six (6) 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 Purchase Agreement incorporated herein by reference, shall
constitute a binding agreement between each of the Underwriters
and the Company.
Very truly yours,
SOUTHERN UNION COMPANY
By
------------------------------
Name:
Title:
Confirmed and accepted as of
the date first above written:
XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
CREDIT LYONNAIS SECURITIES (USA) INC.
By: Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation
By
----------------------------
Name:
Title:
For itself, Xxxxxxx Xxxxx & Co.,
Xxxxxx Xxxxx, Xxxxxx, Xxxxxx &
Xxxxx Incorporated, Banc of
America Securities LLC, Chase
Securities Inc. and Credit
Lyonnais Securities (USA) Inc.
and as Representative of the
other Underwriters listed in
Schedule I hereto
Schedule I
to
Pricing
Agreement
Dated: October 27, 1999
Principal
Amount of
Offered
Securities
to be
Underwriter Purchased
----------- ---------
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation................ $105,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated.................... 105,000,000
Banc of America Securities LLC.......... 30,000,000
Chase Securities Inc.................... 30,000,000
Credit Lyonnais Securities
(USA) Inc............................. 30,000,000
------------
Total $300,000,000
Schedule II
to
Pricing
Agreement
Dated: October 27, 0000
XXXXXXXX XXXXX COMPANY
8 1/4% Senior Notes Due 2029
Principal amount to be issued: $300,000,000
Current ratings: Baa2/BBB+
Interest rate: 8 1/4%, payable semi-
annually on May 15 and
November 15, beginning
May 15, 2000
Date of maturity: November 15, 2029
Redemption provisions: Not callable
Sinking fund requirements: None
Initial public offering price: 99.565 % of the principal
amount plus accrued
interest from November 3,
1999.
Purchase price: 98.69 % of the principal
amount plus accrued
interest from November 3,
1999 (payable by wire
transfer of immediately
available funds).
Closing date, time and location: November 3, 1999, 10:00
a.m. at the offices of
Weil, Gotshal & Xxxxxx LLP,
counsel to the Underwriters
Delayed delivery contracts: Not authorized
Listing requirement: None
