===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
-------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transitional period from to
---------- ----------
Commission file number 1-7850
-----------------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
SOUTHWEST GAS CORPORATION
5241 Spring Mountain Road, Post Office Box 98510
Las Vegas, Nevada 89193-8510
==============================================================================
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
Listed below are all financial statements and exhibits filed as a
part of this Annual Report:
(a) Financial statements, including Statements of Net Assets
Available for Benefits as of December 31, 1994 and 1993 and the
related Statements of Changes in Net Assets Available for Benefits
for the years then ended, Notes to Financial Statements and
Schedules I and II, together with the report thereon of Arthur
Andersen LLP, independent public accountants (pages 3 - 14).
(b) Consent of Arthur Andersen LLP, independent public accountants.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Employees' 401(k) Plan of PriMerit Bank Committee have duly
caused this Annual Report to be signed by the undersigned thereunto duly
authorized.
EMPLOYEES' 401(k) PLAN
OF PRIMERIT BANK
Date: June 23, 1995 By: /s/ Dan J. Cheever
------------------------- ----------------------------
Dan J. Cheever
President and
Chief Executive Officer
2
EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK
---------------------------------------
FINANCIAL STATEMENTS
--------------------
AS OF DECEMBER 31, 1994 AND 1993
--------------------------------
AND THE YEARS THEN ENDED
------------------------
TOGETHER WITH AUDITORS' REPORT
------------------------------
3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employees' 401(k) Plan of PriMerit Bank Committee:
We have audited the accompanying statements of net assets available for
benefits of the Employees' 401(k) Plan of PriMerit Bank (the Plan) as of
December 31, 1994 and 1993, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements and the schedules referred to below are the responsibility of the
Plan Committee. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Plan Committee, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1994 and 1993, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
investments held at December 31, 1994, and reportable transactions for the
year ended December 31, 1994, are presented for purposes of additional
analysis and are not a required part of the basic financial statements, but
are supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net assets
available for benefits and the statements of changes in net assets available
for benefits is presented for purposes of additional analysis rather than to
present the net assets available for benefits and the changes in net assets
available for benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in our
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 16, 1995
4
EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1994
ASSETS
- ------
Fund Information
----------------------------------------------------------------------
Southwest Large
Gas Government Capital-
Common Core Corporate ization
Stock Guaranteed Balanced Equity Bond Equity Total
---------- ---------- ---------- ---------- ---------- ---------- ----------
Investments, at market value:
Southwest Gas Common Stock $ 820,111 $ -- $ -- $ -- $ -- $ -- $ 820,111
Guaranteed Account -- 1,372,563 -- -- -- -- 1,372,563
Balanced Account -- -- 325,109 -- -- -- 325,109
Core Equity Account -- -- -- 432,628 -- -- 432,628
Gov't Corporate Bond Account -- -- -- -- 40,351 -- 40,351
Large Capitalization Equity Account -- -- -- -- -- 139,968 139,968
Dreyfus Treasury
Cash Management Fund 36,474 61 10 90 95 96 36,826
---------- ---------- ---------- ---------- ---------- ---------- ----------
856,585 1,372,624 325,119 432,718 40,446 140,064 3,167,556
Notes receivable (Note 4) -- 78,251 -- -- -- -- 78,251
Interest receivable 83 49 12 11 3 9 167
---------- ---------- ---------- ---------- ---------- ---------- ----------
$ 856,668 $1,450,924 $ 325,131 $ 432,729 $ 40,449 $ 140,073 $3,245,974
========== ========== ========== ========== ========== ========== ==========
LIABILITIES AND PLAN EQUITY
- ---------------------------
Fund Information
----------------------------------------------------------------------
Southwest Large
Gas Government Capital-
Common Core Corporate ization
Stock Guaranteed Balanced Equity Bond Equity Total
---------- ---------- ---------- ---------- ---------- ---------- ----------
Excess contributions payable:
Participants (Note 7) $ -- $ 16,236 $ 3,739 $ 5,068 $ 391 $ 1,006 $ 26,440
Accrued Expenses 19,032 -- -- -- -- -- 19,032
Plan equity, at market
value (Note 5) 837,636 1,434,688 321,392 427,661 40,058 139,067 3,200,502
---------- ---------- ---------- ---------- ---------- ---------- ----------
$ 856,668 $1,450,924 $ 325,131 $ 432,729 $ 40,449 $ 140,073 $3,245,974
========== ========== ========== ========== ========== ========== ==========
(See notes to financial statements)
5
EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1993
ASSETS
- ------
Fund Information
----------------------------------------------
Southwest
Gas
Common Core
Stock Guaranteed Balanced Equity Total
---------- ---------- ---------- ---------- ----------
Investments, at market value:
Southwest Gas Corporation Common Stock $ 619,329 $ -- $ -- $ -- $ 619,329
Guaranteed Account -- 1,438,457 -- -- 1,438,457
Balanced Account -- -- 191,610 -- 191,610
Core Equity Account -- -- -- 328,043 328,043
Dreyfus Treasury Cash Management Fund 235 7 6 86 334
---------- ---------- ---------- ---------- ----------
619,564 1,438,464 191,616 328,129 2,577,773
Notes receivable (Note 4) -- 42,485 -- 1,500 43,985
Interest receivable 28 23 9 12 72
---------- ---------- ---------- ---------- ----------
$ 619,592 $1,480,972 $ 191,625 $ 329,641 $2,621,830
========== ========== ========== ========== ==========
LIABILITIES AND PLAN EQUITY
- ---------------------------
Fund Information
----------------------------------------------
Southwest
Gas
Common Core
Stock Guaranteed Balanced Equity Total
---------- ---------- ---------- ---------- ----------
Excess contributions payable:
PriMerit Bank $ 4,013 $ -- $ -- $ -- $ 4,013
Participants (Note 7) 14,838 1,204 15 179 16,236
---------- ---------- ---------- ---------- ----------
18,851 1,204 15 179 20,249
Plan equity, at market value (Note 5) 600,741 1,479,768 191,610 329,462 2,601,581
---------- ---------- ---------- ---------- ----------
$ 619,592 $1,480,972 $ 191,625 $ 329,641 $2,621,830
========== ========== ========== ========== ==========
(See notes to financial statements)
6
EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1994
Fund Information
----------------------------------------------------------------------
Southwest Large
Gas Government Capital-
Common Core Corporate ization
Stock Guaranteed Balanced Equity Bond Equity Total
---------- ---------- ---------- ---------- ---------- ---------- ----------
Investment Income:
Dividends $ 37,665 $ -- $ -- $ -- $ -- $ -- $ 37,665
Interest 682 90,880 142 118 30 64 91,916
---------- ---------- ---------- ---------- ---------- ---------- ----------
38,347 90,880 142 118 30 64 129,581
---------- ---------- ---------- ---------- ---------- ---------- ----------
Realized gain (loss) on investments 3,481 -- (245) 33 (20) 58 3,307
Unrealized appreciation
(depreciation) of investments (134,163) -- (4,845) 5,515 92 2,532 (130,869)
Contributions:
PriMerit Bank 468,995 -- -- -- -- -- 468,995
Participants -- 297,496 143,423 120,947 29,007 81,165 672,038
---------- ---------- ---------- ---------- ---------- ---------- ----------
468,995 297,496 143,423 120,947 29,007 81,165 1,141,033
---------- ---------- ---------- ---------- ---------- ---------- ----------
Distributions to participants
and beneficiaries (104,996) (290,540) (45,289) (64,588) (347) (3,602) (509,362)
Administrative expenses (Note 1) (34,769) -- -- -- -- -- (34,769)
Transfer between funds -- (142,916) 36,596 36,174 11,296 58,850 --
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in
Plan equity 236,895 (45,080) 129,782 98,199 40,058 139,067 598,921
Plan equity, beginning of year 600,741 1,479,768 191,610 329,462 -- -- 2,601,581
---------- ---------- ---------- ---------- ---------- ---------- ----------
Plan equity, end of year $ 837,636 $1,434,688 $ 321,392 $ 427,661 $ 40,058 $ 139,067 $3,200,502
========== ========== ========== ========== ========== ========== ==========
(See notes to financial statements)
7
EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1993
Fund Information
----------------------------------------------
Southwest
Gas
Common Core
Stock Guaranteed Balanced Equity Total
---------- ---------- ---------- ---------- ----------
Investment income:
Dividends $ 27,641 $ -- $ -- $ -- $ 27,641
Interest 351 98,639 78 127 99,195
---------- ---------- ---------- ---------- ----------
27,992 98,639 78 127 126,836
---------- ---------- ---------- ---------- ----------
Realized gain on investments 26,294 -- 3,703 6,419 36,416
Unrealized appreciation on investments 48,016 -- 17,986 30,437 96,439
Contributions:
PriMerit Bank 189,738 -- -- -- 189,738
Participants -- 352,070 66,165 97,247 515,482
---------- ---------- ---------- ---------- ----------
189,738 352,070 66,165 97,247 705,220
---------- ---------- ---------- ---------- ----------
Distributions to participants
and beneficiaries (142,073) (350,132) (72,990) (110,048) (675,243)
Administrative expenses (Note 1) (21,770) -- -- -- (21,770)
Transfer between funds (36) 50,923 (8,417) (42,470) --
---------- ---------- ---------- ---------- ----------
Net increase (decrease) in Plan equity 128,161 151,500 6,525 (18,288) 267,898
Plan equity, beginning of year 472,580 1,328,268 185,085 347,750 2,333,683
---------- ---------- ---------- ---------- ----------
Plan equity, end of year $ 600,741 $1,479,768 $ 191,610 $ 329,462 $2,601,581
========== ========== ========== ========== ==========
(See notes to financial statements)
8
NOTE 1: DESCRIPTION OF PLAN
- ----------------------------
The following description of the Employees' 401(k) Plan (the Plan) of PriMerit
Bank (the Bank) provides summary information regarding the Plan.
General
- -------
Effective January 1, 1988 the Bank offered to all its eligible employees
participation in a voluntary defined contribution plan. All employees who
were employed by the Bank on January 1, 1988 and who were at least age 21 on
that date became participants on January 1, 1988. An employee hired after
that date or reaching age 21 after that date is eligible to participate in the
Plan on the applicable entry date on or following the date on which the
employee reaches age 21 and has completed one year of service. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
Contributions
- -------------
Participants may contribute from one percent to fifteen percent of their
annual wages, including bonuses, overtime pay and commissions. During 1994,
the Bank's contribution was 100 percent of participants contributions not
exceeding 6 percent of a participant's annual wages. During 1993 and 1992,
the Bank contributed 50 percent and 25 percent, respectively, of a
participant's contributions not exceeding 3 percent and 1.5 percent,
respectively, of a participant's annual wages.
All of the Bank's contributions are invested in Southwest Gas Corporation
(Southwest) common stock. The Bank is a wholly owned subsidiary of Southwest.
Vesting
- -------
Participants are immediately 100 percent vested in their voluntary
contributions plus actual earnings thereon. Vesting in the contributions made
by the Bank and in any earnings thereon is determined based on years of
service with the Bank as follows:
Years of Service Vested Percentage
---------------- -----------------
1 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
A participant will receive a year of service if the participant has worked at
least 1000 hours in a Plan year.
9
Withdrawals from the Plan
- -------------------------
The Plan permits distributions from participants' accounts when any of the
following events occur: (1) participant reaches normal or deferred retirement
age; (2) participant becomes permanently disabled while employed by the Bank;
(3) participant dies while employed by the Bank; (4) participant terminates
employment with the Bank; (5) participant qualifies under a hardship
withdrawal or a loan to withdraw amounts from the Plan and (6) the Bank
terminates the Plan. All distributions from the Plan, except hardship
withdrawals and loans, less than $3,500 will be paid in a single lump sum,
while distributions greater than $3,500 from the Plan are made in the form of
an annuity contract. A participant, or their beneficiary, may elect to waive
the annuity form of distribution in favor of a single lump sum.
Distributions, other than hardship withdrawals and loans, will be paid shortly
after the end of the Plan year (or sooner, if administratively convenient) in
the form selected by the participant or beneficiary.
Plan Expenses
- -------------
Plan expenses were paid by the Plan via participants' forfeitures with the
Bank paying any excess.
Plan Administration
- -------------------
Bank of America acts as the trustee and the Bank is the administrator for all
activities of the Plan.
Reclassification
- ----------------
Certain reclassifications have been made to conform the prior year's with the
current year presentation.
NOTE 2: VALUATION OF INVESTMENTS AND INCOME RECOGNITION
- --------------------------------------------------------
All investments of the Plan are stated at quoted market value. The units of
participation in the Guaranteed, Balanced, Core Equity, Government/Corporate
Bond, and Large Capitalization Equity accounts are valued based upon original
cost plus accumulated net interest income and changes in value of the
underlying investments. Purchases and sales of securities are recorded on a
trade date basis. Dividends are recorded on the ex-dividend date. Interest
is recorded on the accrual basis.
NOTE 3: ACCOUNT DESCRIPTIONS
- -----------------------------
A description of the Plan accounts is as follows:
SOUTHWEST COMMON STOCK ACCOUNT - The Bank's contributions are invested in
common stock of its parent. At December 31, 1994, the Plan holds 60,630
shares of Southwest common stock.
10
GUARANTEED ACCOUNT - The account invests primarily in high-quality bonds
and mortgages. The assets of the account are backed by the general
assets of The Lincoln National Life Insurance Company (Lincoln Life) and
are invested the same way as Lincoln Life's general investment account.
The account guarantees principal, a minimum rate of return and a current
interest crediting rate. At December 31, 1994, the Plan holds 1,372,563
units of the Guaranteed Account.
BALANCED ACCOUNT - The account invests in a combination of stocks, bonds
and money market instruments. At December 31, 1994, the Plan holds
101,687 units of the Balanced Account.
CORE EQUITY ACCOUNT - The account invests primarily in large
capitalization stocks of well-established companies and broadly
diversifies them to control risk. At December 31, 1994, the Plan holds
86,264 units of the Core Equity Account.
GOVERNMENT/CORPORATE BOND ACCOUNT - The account invests primarily in
government mortgage backed and corporate bonds structured to minimize
interest rate risk and maximize return potential. At December 31, 1994,
the Plan holds 10,069 units of the Government/Corporate Bond Account.
LARGE CAPITALIZATION EQUITY ACCOUNT - The account invests primarily in
large capitalization stocks that have potential to grow 50% within 18
months from the date of purchase. At December 31, 1994, the Plan holds
37,293 units of the Large Capitalization Equity Account.
Lincoln National Investment Management Company (LNIMC) serves as the primary
investment advisor for the Guaranteed, Balanced, Core Equity,
Government/Corporate Bond, and Large Capitalization Equity Accounts. The
Guaranteed, Balanced and Government/Corporate Bond Accounts are also managed
by LNIMC. The Core Equity Account is managed by Vantage Global Advisors. The
Large Capitalization Equity Account is managed by Lynch & Mayer.
NOTE 4: NOTES RECEIVABLE
- -------------------------
The Plan provides that participants may borrow against the balances in their
accounts, subject to certain limitations specified in the Plan. Funds for
loans are obtained through liquidation of participants' investment accounts.
Payments on the loans include interest at a rate at or above the prime
interest rate.
NOTE 5: PLAN
- ------------
Plan equity at December 31, 1994 and 1993 includes withdrawing participants'
accounts with aggregate market value of $123,147 and $273,934, respectively.
These amounts became payable subsequent to year end. Amounts allocated to
withdrawing participants are recorded on the Form 5500 as a liability.
11
NOTE 6: PLAN TERMINATION
- -------------------------
Although the Bank expects to continue the Plan indefinitely, it reserves the
right to amend or terminate the Plan at any time. Upon termination or
complete discontinuance of contributions to the Plan, the participants will
become 100 percent vested in all Bank contributions already allocated to
participants' accounts.
NOTE 7: FEDERAL INCOME TAXES
- -----------------------------
The Bank has received a favorable determination letter from the Internal
Revenue Service stating that the Plan, effective March 19, 1992, is exempt
from taxation under the applicable provisions of the Internal Revenue Code.
The Internal Revenue Code requires that the Plan, on an annual basis, meet
certain average deferral percentage tests in order to maintain its qualified
plan status. At December 31, 1994 and 1993, the Plan did not comply with the
average deferral percentage tests. In order to retain its qualified plan
status, the Plan returned deferrals of $26,440 and $1,398 to participants for
the years ended December 31, 1994 and 1993, respectively, and returned $14,838
of the Bank's contributions to participants for the year ended December 31,
1993. In addition, $4,013 of the Bank's contributions were returned to the
Bank for the year ended December 31, 1993. No Bank contributions were
returned for the year ended December 31, 1994.
12
SCHEDULE I
EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
Shares/Units Cost Value
------------ ----------- -----------
Guaranteed Account 1,372,563 $ 1,372,563 $ 1,372,563
Government/Corporate Bond 10,069 $ 39,546 $ 40,351
Balanced Account 101,687 $ 327,540 $ 325,109
Core Equity Account 86,264 $ 427,011 $ 432,628
Large Capitalization
Equity Account 37,293 $ 137,504 $ 139,968
Southwest Gas Corporation
Common Stock* 60,630 $ 954,274 $ 820,111
Dreyfus Treasury Cash
Management Fund 36,826 $ 36,826 $ 36,826
Notes receivable from
participants 78,251 $ 78,251 $ 78,251
* party-in-interest
13
SCHEDULE II
EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
Purchases Sales
---------------------------- ------------------------------------------------------------
Number of Number of Original Gain
Description Transactions Cost Transactions Proceeds Cost (Loss)
- -------------------- ------------ ---------- ------------ ---------- ---------- ----------
Southwest Gas Common
Stock Account 17 $ 403,981 -- -- -- --
Guaranteed Account 10 $ 216,150 6 $ 373,250 $ 373,250 $ --
Balanced Account 12 $ 196,350 -- -- -- --
Core Equity Account 11 $ 142,690 -- -- -- --
Large Capitalization
Equity Account 9 $ 137,650 -- -- -- --
Dreyfus Treasury Cash
Management Fund 179 $2,035,407 125 $1,998,899 $1,998,899 --
14
As independent public accountants, we hereby consent to the incorporation by
reference of our report included in this Form 11-K, into Southwest Gas
Corporation's previously filed Registration Statement File No. 33-35737.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 23, 1995
