UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 26, 2010
| SOUTHWEST GAS CORPORATION | SOUTHWEST GAS CAPITAL II | |
| (Exact names of registrant and co-registrant as specified in their charters) | ||
| California | Delaware | |
| (State of incorporation or organization) | (State of incorporation or organization) | |
| 1-7850 | 1-31776 | |
| (Commission File Number) | (Commission File Number) | |
| 88-0085720 | 88-0085720 | |
| (I.R.S. Employer Identification No.) | (I.R.S. Employer Identification No.) | |
Registrant’s telephone number, including area code: (702) 876-7237
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.02 Termination of a Material Definitive Agreement.
On February 26, 2010, Southwest Gas Corporation (“the Company”), as sponsor of Southwest Gas Capital II (the “Trust”), announced that the Trust will redeem all of its outstanding 7.70% Preferred Trust Securities (“Trust Preferred Securities”) on March 29, 2010 (the “Redemption Date”). This redemption is in connection with the redemption by the Company of all of its outstanding 7.70% Junior Subordinated Debentures, due 2043 to the Trust (at par value of $25 per Subordinated Debenture plus accrued interest).
Pursuant to the redemption provisions of the Amended and Restated Trust Agreement for Southwest Gas Capital II dated as of August 25, 2003 by and among Southwest Gas Corporation, as Sponsor, The Bank of New York Mellon Trust Company, N.A., as Property Trustee, and BNY Mellon Trust of Delaware, as Delaware Trustee, the Trust Preferred Securities will be redeemed at the redemption price of $25 per Trust Preferred Security plus accumulated and unpaid distributions, if any, up to but excluding the Redemption Date. A copy of the Company’s press release is attached hereto as Exhibit 99.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOUTHWEST GAS CORPORATION | ||
| Date: February 26, 2010 |
/s/ ROY R. CENTRELLA | |
| Roy R. Centrella | ||
| Vice President/Controller and | ||
| Chief Accounting Officer | ||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99 | Press Release of preferred securities redemption dated February 26, 2010. |
Exhibit 99
February 26, 2010
Media Contact: Cynthia Messina, Las Vegas, NV (702) 876-7132
Shareholder Contact: Ken Kenny, Las Vegas, NV (702) 876-7237
FOR IMMEDIATE RELEASE
SOUTHWEST GAS CAPITAL II
TO REDEEM 7.70% PREFERRED TRUST SECURITIES
Las Vegas, Nev. – Southwest Gas Corporation (NYSE: SWX), as sponsor of Southwest Gas Capital II (the “Trust”), announced today that the Trust will redeem all of its outstanding 7.70% Preferred Trust Securities, CUSIP Number of 844891 20 0 (“Trust Preferred Securities”) on March 29, 2010 (the “Redemption Date”). The Trust Preferred Securities are listed on the New York Stock Exchange and trade under the symbol SWX-PB. Notice of the redemption was mailed February 25, 2010.
Pursuant to the redemption provisions of the Amended and Restated Trust Agreement for Southwest Gas Capital II (the “Trust Agreement”) dated as of August 25, 2003 by and among Southwest Gas Corporation, as Sponsor, The Bank of New York Mellon Trust Company, N.A., as Property Trustee, and BNY Mellon Trust of Delaware, as Delaware Trustee, the Trust Preferred Securities will be redeemed at the redemption price of $25 per Trust Preferred Security plus accumulated and unpaid distributions, if any, up to but excluding the Redemption Date.
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Southwest Gas – Add 1
February 26, 2010
On and after the Redemption Date, distributions on the Trust Preferred Securities will no longer accumulate, and all rights of the holders of the Trust Preferred Securities, except the right to receive the redemption price plus accumulated and unpaid distributions to the Redemption Date, will cease. Payment will be made to holders of the Trust Preferred Securities on March 29, 2010, only upon presentation and surrender of the Trust Preferred Securities to The Bank of New York Mellon Trust Company, N.A. for cancellation.
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This press release may contain statements which constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (Reform Act). All such forward-looking statements are intended to be subject to the safe harbor protection provided by the Reform Act. A number of important factors affecting the business and financial results of the Company could cause actual results to differ materially from those stated in the forward-looking statements. These factors include, but are not limited to, the impact of weather variations on customer usage, customer growth rates, conditions in the housing market, the effects of regulation/deregulation, the timing and amount of rate relief, changes in rate design, and the impacts of stock market volatility.
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