1 _______________________________________________________________________________ _______________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (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, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition 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: SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principle executive office: SOUTHWEST GAS CORPORATION 5241 Spring Mountain Road, Post Office Box 98510 Las Vegas, Nevada 89193-8510 (702) 364-3104 _______________________________________________________________________________ _______________________________________________________________________________ 2 FINANCIAL STATEMENTS AND EXHIBITS. Listed below are all financial statements and exhibits filed as part of this annual report: (a) Financial statements, including statements of financial condition as of December 31, 1993 and 1992, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1993 and notes to financial statements, together with the report thereon of Arthur Andersen & Co., independent public accountants (Pages 4-16). (b) Consent of Arthur Andersen & Co., independent public accountants. Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Southwest Gas Corporation Employees' Investment Plan Committee have duly caused this annual report to be signed by the undersigned thereunto duly authorized. SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN By /s/ MICHAEL O. MAFFIE _________________________ Michael O. Maffie Director, President and Chief Executive Officer Southwest Gas Corporation Dated: June 28, 1994 3 SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN FINANCIAL STATEMENTS AS OF DECEMBER 31, 1993 AND 1992 AND FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1993 TOGETHER WITH AUDITORS' REPORT 4 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Employees' Investment Plan Committee, Southwest Gas Corporation: We have audited the accompanying statements of financial condition of the SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN (the Plan) as of December 31, 1993 and 1992, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1993. 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 financial condition of the Plan as of December 31, 1993 and 1992, and its income and changes in plan equity for each of the three years in the period ended December 31, 1993, 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, 1993, and reportable transactions for the year ended December 31, 1993, 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 supplemental schedules 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 & CO. Las Vegas, Nevada April 5, 1994 5 SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 1993
The accompanying notes are an integral part of this statement.PARTICIPANT FUND A FUND B FUND C FUND D FUND E LOANS TOTAL ----------- ---------- ---------- ---------- ---------- ---------- ----------- ASSETS Investments, at market value (Notes 2 and 3): Southwest Gas Corporation-Common stock $34,513,072 $ - $ - $ - $ - $ - $34,513,072 Mutual fund - 9,414,110 - - - - 9,414,110 Money market fund - - 2,179,766 - - - 2,179,766 Fixed income fund - - - 2,126,073 - - 2,126,073 Window guaranteed return contract - - - - 1,393,856 - 1,393,856 Temporary cash investments 550 129 592 551 - 34,907 36,729 ----------- ---------- ---------- ---------- ---------- ---------- ----------- 34,513,622 9,414,239 2,180,358 2,126,624 1,393,856 34,907 49,663,606 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Notes receivable (Note 4) - - - - - 2,500,389 2,500,389 Dividends & interest receivable 375 13 5,770 9,606 2 84 15,850 Contributions receivable: Southwest Gas Corporation 73,654 - - - - - 73,654 Participants 111,296 64,291 10,535 12,981 10,110 - 209,213 Payable for assets acquired - - (5,766) (9,602) - - (15,368) ----------- ---------- ---------- ---------- ---------- ---------- ----------- $34,698,947 $9,478,543 $2,190,897 $2,139,609 $1,403,968 $2,535,380 $52,447,344 =========== ========== ========== ========== ========== ========== =========== PLAN EQUITY Plan equity, at market value (Note 6) $34,698,947 $9,478,543 $2,190,897 $2,139,609 $1,403,968 $2,535,380 $52,447,344 =========== ========== ========== ========== ========== ========== =========== 6 SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 1992
The accompanying notes are an integral part of this statement.PARTICIPANT FUND A FUND B FUND C FUND D FUND E LOANS TOTAL ----------- ---------- ---------- ---------- ---------- ---------- ----------- ASSETS Investments, at market value (Notes 2 and 3): Southwest Gas Corporation-Common stock $27,013,608 $ - $ - $ - $ - $ - $27,013,608 Mutual fund - 6,347,846 - - - - 6,347,846 Money market fund - - 2,107,034 - - - 2,107,034 Fixed income fund - - - 1,779,434 - - 1,779,434 Window guaranteed return contract - - - - 1,286,573 - 1,286,573 Temporary cash investments 166,103 49,608 13,398 14,138 25,757 59,584 328,588 ----------- ---------- ---------- ---------- ---------- ---------- ----------- 27,179,711 6,397,454 2,120,432 1,793,572 1,312,330 59,584 38,863,083 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Notes receivable (Note 4) - - - - - 1,835,132 1,835,132 Dividends & interest receivable 536 299,151 4,755 9,784 22 125 314,373 Contributions receivable: Southwest Gas Corporation 65,248 - - - - - 65,248 Participants 91,836 48,596 12,445 12,644 - - 165,521 Payable for assets acquired - - (4,740) (16,169) (25,757) - (46,666) ----------- ---------- ---------- ---------- ---------- ---------- ----------- $27,337,331 $6,745,201 $2,132,892 $1,799,831 $1,286,595 $1,894,841 $41,196,691 =========== ========== ========== ========== ========== ========== =========== PLAN EQUITY Plan equity, at market value (Note 6) $27,337,331 $6,745,201 $2,132,892 $1,799,831 $1,286,595 $1,894,841 $41,196,691 =========== ========== ========== ========== ========== ========== =========== SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY YEAR ENDED DECEMBER 31, 1993
The accompanying notes are an integral part of this statement.PARTICIPANT FUND A FUND B FUND C FUND D FUND E LOANS TOTAL ----------- ---------- ---------- ---------- ---------- ---------- ----------- Net investment income: Dividends $ 1,516,296 $1,029,169 $ 59,952 $ 126,159 $ - $ - $ 2,731,576 Interest 4,394 760 338 50 77,724 152,531 235,797 ----------- ---------- ---------- ---------- ---------- ---------- ----------- 1,520,690 1,029,929 60,290 126,209 77,724 152,531 2,967,373 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Realized gain (loss) on investments: Aggregate cost (at average cost) 7,796,937 2,513,178 965,201 742,948 1,304,573 1,013,070 14,335,907 Aggregate proceeds 7,924,094 2,536,727 965,201 748,072 1,304,573 1,013,070 14,491,737 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Net gain (loss) 127,157 23,549 - 5,124 - - 155,830 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Unrealized appreciation (depreciation) of investments: Beginning of year (2,229,089) 763,570 - 33,884 - - (1,431,635) End of year 2,004,604 757,814 - 20,994 - - 2,783,412 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Increase (decrease) during year 4,233,693 (5,756) - (12,890) - - 4,215,047 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Contributions: Southwest Gas Corporation 1,845,281 - - - 5,550 - 1,850,831 Participants 2,767,949 1,540,281 290,292 369,081 272,456 - 5,240,059 ----------- ---------- ---------- ---------- ---------- ---------- ---------- 4,613,230 1,540,281 290,292 369,081 278,006 - 7,090,890 ----------- ---------- ---------- ---------- ---------- ---------- ---------- Distributions to participants and beneficiaries (Note 5) (2,286,311) (264,431) (368,098) (93,054) (166,593) - (3,178,487) Transfers between funds (846,843) 409,770 75,521 (54,692) (71,764) 488,008 - ----------- ---------- ---------- ---------- ---------- ---------- ----------- Net increase (decrease) in Plan equity 7,361,616 2,733,342 58,005 339,778 117,373 640,539 11,250,653 Plan equity, beginning of year 27,337,331 6,745,201 2,132,892 1,799,831 1,286,595 1,894,841 41,196,691 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Plan equity, end of year $34,698,947 $9,478,543 $2,190,897 $2,139,609 $1,403,968 $2,535,380 $52,447,344 =========== ========== ========== ========== ========== ========== =========== SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY YEAR ENDED DECEMBER 31, 1992
The accompanying notes are an integral part of this statement.PARTICIPANT FUND A FUND B FUND C FUND D FUND E LOANS TOTAL ----------- ---------- ---------- ---------- ---------- ---------- ----------- Net investment income: Dividends $ 1,277,426 $ 299,102 $ 62,089 $ 125,252 $ 380 $ - $ 1,764,249 Interest 7,035 763 5,301 10,046 65,044 200,898 289,087 ----------- ---------- ---------- ---------- ---------- ---------- ----------- 1,284,461 299,865 67,390 135,298 65,424 200,898 2,053,336 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Realized gain (loss) on investments: Aggregate cost (at average cost) 7,126,447 2,470,714 1,184,991 729,724 485,413 946,625 12,943,914 Aggregate proceeds 7,042,377 2,531,327 1,184,991 734,929 485,413 946,625 12,925,662 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Net gain (loss) (84,070) 60,613 - 5,205 - - (18,252) ----------- ---------- ---------- ---------- ---------- ---------- ----------- Unrealized appreciation (depreciation) of investments: Beginning of year (8,006,580) 1,349,368 - 41,998 - - (6,615,214) End of year (2,229,089) 763,570 - 33,884 - - (1,431,635) ----------- ---------- ---------- ---------- ---------- ---------- ----------- Increase (decrease) during year 5,777,491 (585,798) - (8,114) - - 5,183,579 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Contributions: Southwest Gas Corporation 1,675,153 - - - 3,441 - 1,678,594 Participants 2,315,246 1,241,744 336,572 346,053 316,836 - 4,556,451 ----------- ---------- ---------- ---------- ---------- ---------- ----------- 3,990,399 1,241,744 336,572 346,053 320,277 - 6,235,045 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Distributions to participants and beneficiaries (Note 5) (1,718,599) (192,181) (122,807) (186,877) (68,827) - (2,289,291) Transfers between funds (385,202) (73,467) 262,372 (70,203) 41,545 224,955 - ----------- ---------- ---------- ---------- ---------- ---------- ----------- Net increase (decrease) in Plan equity 8,864,480 750,776 543,527 221,362 358,419 425,853 11,164,417 Plan equity, beginning of year 18,472,851 5,994,425 1,589,365 1,578,469 928,176 1,468,988 30,032,274 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Plan equity, end of year $27,337,331 $6,745,201 $2,132,892 $1,799,831 $1,286,595 $1,894,841 $41,196,691 =========== ========== ========== ========== ========== ========== =========== SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY YEAR ENDED DECEMBER 31, 1991
The accompanying notes are an intregral part of this statement.PARTICIPANT FUND A FUND B FUND C FUND D FUND E LOANS TOTAL ----------- ---------- ---------- ---------- ---------- ---------- ----------- Net investment income: Dividends $ 1,531,569 $ 324,246 $ 84,225 $ 107,330 $ 390 $ - $ 2,047,760 Interest 11,981 4,434 1,915 1,584 55,434 167,141 242,489 ----------- ---------- ---------- ---------- ---------- ---------- ----------- 1,543,550 328,680 86,140 108,914 55,824 167,141 2,290,249 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Realized gain (loss) on investments: Aggregate cost (at average cost) 4,115,155 1,857,681 955,681 483,086 485,413 920,644 8,817,660 Aggregate proceeds 4,115,765 1,971,685 955,681 481,738 485,413 920,644 8,930,926 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Net gain (loss) 610 114,004 - (1,348) - - 113,266 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Unrealized appreciation (depreciation) of investments: Beginning of year (4,121,303) 413,756 - (21,501) - - (3,729,048) End of year (8,006,580) 1,349,368 - 41,998 - - (6,615,214) ----------- ---------- ---------- ---------- ---------- ---------- ----------- Increase (decrease) during year (3,885,277) 935,612 - 63,499 - - (2,886,166) ----------- ---------- ---------- ---------- ---------- ---------- ----------- Contributions: Southwest Gas Corporation 1,571,485 - - - - - 1,571,485 Participants 2,168,141 894,439 300,526 239,734 221,062 - 3,823,902 ----------- ---------- ---------- ---------- ---------- ---------- ----------- 3,739,626 894,439 300,526 239,734 221,062 - 5,395,387 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Distributions to participants and beneficiaries (Note 5) (1,352,982) (404,214) (130,785) (135,243) (15,821) - (2,039,045) Transfers between funds 424,295 (150,769) (265,388) 87,685 31,604 (127,427) - ----------- ---------- ---------- ---------- ---------- ---------- ----------- Net increase (decrease) in Plan equity 469,822 1,717,752 (9,507) 363,241 292,669 39,714 2,873,691 Plan equity, beginning of year 18,003,029 4,276,673 1,598,872 1,215,228 635,507 1,429,274 27,158,583 ----------- ---------- ---------- ---------- ---------- ---------- ----------- Plan equity, end of year $18,472,851 $5,994,425 $1,589,365 $1,578,469 $ 928,176 $1,468,988 $30,032,274 =========== ========== ========== ========== ========== ========== =========== 10 SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993 (1) DESCRIPTION OF PLAN The following description of the Southwest Gas Corporation Employees' Investment Plan (the Plan), as amended, provides general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a voluntary defined contribution plan covering all employees of Southwest Gas Corporation (the Company). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Participants may contribute from two percent to sixteen percent of their annual wages before bonuses and overtime. However, contributions may not exceed amounts promulgated in Internal Revenue Code Section 402(g). The Company contributes to the Plan an amount equal to 50 percent of a participant's contribution, not to exceed three percent of a participant's annual compensation before bonuses and overtime. The Company contributions are invested in Fund A. An employee, after reaching the age of 50, may elect to have Company contributions invested in Fund E. VESTING Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the contributions made by the Company and in the earnings thereon is determined based on years of continuous service as follows: YEARS OF SERVICE AT VESTED DATE OF TERMINATION PERCENTAGE ------------------- ---------- One but less than two 20 Two but less than three 40 Three but less than four 60 Four but less than five 80 Five and over 100 In the event of death, retirement or total disability of a participant, Company contributions become fully vested irrespective of the years of service at the date of termination. 11 SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993 PAYMENT OF BENEFITS If a participant terminates his employment with the Company as a result of retirement, death or permanent and total disability, such a participant will be entitled to receive an amount equal to the value of his account at the end of the calendar quarter immediately following termination of employment. Distributions from Fund A will be made in the Company's common stock plus cash in lieu of fractional shares. A participant may apply to the Plan Committee to request a single lump sum payment in cash of the value of the Company's common stock otherwise distributable to the participant. Distributions from other funds will be made in a single lump sum cash payment. Distributions under the Plan will begin as soon as practicable, but not later than sixty days following the end of the Plan year in which the participant attains age 65 or terminates employment, if later. No distribution in excess of $3,500 will be made to employees who have not reached age 65 at the time of termination of employment without the participants consent. A participant who is terminated and does not take distribution of his account balances will have his account balances transferred to and held in Fund C and will continue to receive his share of investment income on all vested portions of his accounts until he reaches age 65 or elects to receive distributions from the Plan. A participant may in certain circumstances elect to defer receipt of his distribution to a date not later than the end of the taxable year in which the participant attains age 70-1/2. Any participant who delays receipt of his distributions after reaching age 65 will have his account balances transferred to and held in Fund C. All distributions to beneficiaries of a participant must be made within five years after the participant's death. PLAN EXPENSES All Plan expenses were paid by the Company for each of the three years in the period ended December 31, 1993. PLAN ADMINISTRATION Bank of America acts as the trustee and the Company is the administrator for all activities of the Plan. (2) VALUATION OF INVESTMENTS All investments of the Plan are stated at quoted market value as of the date of the statement. 12 SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993 (3) FUND DESCRIPTIONS A description of the Plan funds is as follows: FUND A - COMMON STOCK Contributions are invested in Southwest Gas Corporation common stock. FUND B - MUTUAL FUND Contributions are invested in Twentieth Century Investors, Inc. Select Investors, a mutual fund with a diversified portfolio of stocks. FUND C - MONEY MARKET FUND Contributions are invested in short-term fixed income securities. FUND D - FIXED INCOME FUND Contributions are invested in long-term government-backed securities. FUND E - WINDOW GUARANTEED RETURN CONTRACT Contributions are invested in a three-year guaranteed insurance contract. PARTICIPANT LOANS These funds are the result of loans to participants in the Plan (see Note 4). Participants' contributions can be divided among the five investment options in increments of 25 percent. The number of employees participating in each fund as of December 31, 1993, 1992, and 1991 is as follows: FUND A FUND B FUND C FUND D FUND E ------ ------ ------ ------ ------ 1993 1,991 1,175 500 456 272 1992 1,922 1,041 514 451 239 1991 1,881 929 465 384 130 The total number of employees eligible to participate and the number participating in the Plan at December 31, 1993, 1992 and 1991 are as follows: ELIGIBLE PARTICIPATING -------- ------------- 1993 2,314 1,991 1992 2,285 1,922 1991 2,139 1,881 (4) PARTICIPANT LOANS 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 the liquidation of participants' investment accounts. Payments on the loans include interest at a rate that approximates the prime rate, plus two percent. 13 SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993 (5) DISTRIBUTIONS AND FORFEITURES Balances in the accounts of employees participating in Fund A who withdrew from the Plan, and the amounts disbursed or to be disbursed (see Note 6) to such employees in settlement thereof during each of the three years in the period ended December 31, 1993 were as follows: 1993 COST MARKET ------------- ------------ Balance in employees' accounts before withdrawals $ 2,206,252 $ 2,632,985 Cash and securities disbursed in settlement thereof (2,198,583) (2,619,987) ------------ ------------ Balance forfeited (nonvested portion) $ 7,669 $ 12,998 ============ ============ 1992 Balance in employees' accounts before withdrawals $ 1,621,135 $ 1,519,560 Cash and securities disbursed in settlement thereof (1,613,305) (1,510,716) ------------ ------------ Balance forfeited (nonvested portion) $ 7,830 $ 8,844 ============ ============ 1991 Balance in employees' accounts before withdrawals $ 1,418,726 $ 1,122,119 Cash and securities disbursed in settlement thereof (1,412,915) (1,117,181) ------------ ------------ Balance forfeited (nonvested portion) $ 5,811 $ 4,938 ============ ============ Cost of securities disbursed is determined using the average value of shares purchased allocated to a participant's account. The market value of the nonvested portion of a withdrawing employee's account is reallocated to the remaining participants in the Plan. 14 SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993 (6) PLAN EQUITY Plan equity at December 31, 1993, 1992 and 1991 includes withdrawing participants' accounts with aggregate market values of $823,196, $557,556 and $291,914, respectively. These amounts became payable subsequent to year end. At December 31, 1993, the Trustee held for the Plan the following: FUND A FUND B FUND C FUND D FUND E ---------- ---------- ---------- ---------- ---------- Shares or units held by Trustee 2,157,067 238,573 2,179,766 211,971 1,393,856 ========== ========== ========== ========== ========== Market value per unit $ 16.00 $ 39.46 $ 1.00 $ 10.03 $ 1.00 ========== ========== ========== ========== ========== Average unrealized market appreciation (depreciation) per unit $ 0.93 $ 3.18 $ -- $ 0.10 $ -- ========== ========== ========== ========== ========== The average unrealized market appreciation (depreciation) per unit is not necessarily the same as the unrealized market appreciation (depreciation) per unit of a particular participant. Each participant's average unrealized market appreciation (depreciation) per unit at December 31, 1993, can be determined as the difference between the average cost of all units purchased for the participant's account and the market value per unit at such date. (7) PLAN TERMINATION Although the Company expects to continue the Plan indefinitely, it reserves the right to amend or terminate the Plan at any time. Upon termination, partial termination or complete discontinuance of contributions to the Plan, Company contributions will become fully vested. (8) FEDERAL INCOME TAXES The Company has received a favorable determination letter from the Internal Revenue Service stating that the Plan, amended and restated effective January 1, 1989, qualifies for deferred tax treatment of contributions under Section 401(k) of the Internal Revenue Code. Certain amendments have subsequently been made to the Plan, and it is the Plan Committee's opinion that the Plan, as amended and as currently operating, is tax exempt and in compliance with all applicable provisions of the Internal Revenue Code. 15 SCHEDULE I SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN ITEM 27a-SCHEDULE OF INVESTMENTS HELD AT DECEMBER 31, 1993 Number of Fair Market Shares Cost Value ---------- ----------- ----------- Common Stock Southwest Gas Corporation [1] 2,157,067 $32,508,468 $34,513,072 Mutual Fund Twentieth Century Investors, Inc. Select Investors 238,573 8,656,296 9,414,110 Money Market Fund Paine Webber Money Market Fund 2,179,766 2,179,766 2,179,766 Fixed Income Fund Paine Webber GNMA Portfolio Fund 211,971 2,105,079 2,126,073 Window Guaranteed Return Contract Hartford Insurance Annuity Contract-91 235,308 235,308 235,308 Hartford Insurance Annuity Contract-92 639,802 639,802 639,802 Hartford Insurance Annuity Contract-93 518,746 518,746 518,746 Temporary Cash Investments Dreyfus Treasury Cash Management Fund 36,729 36,729 36,729 ----------- ----------- 46,880,194 49,663,606 Participant Loans 2,500,389 2,500,389 ----------- ----------- $49,380,583 $52,163,995 =========== =========== [1] Party in interest 16 SCHEDULE II SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1993
[1] Party in interest [2] The Southwest Gas Corporation Common Stock shares which are distributed to terminated or withdrawing participants are not included in this schedule, however a realized gain is recognized on the statement of income and changes in plan equity.Purchases Sales -------------------------- --------------------------------------------------- Number of Number of Original Description Transactions Cost Transactions Proceeds Cost Gain - - --------------------------------------------- ------------ ------------ ------------ ------------ ------------ --------- Dreyfus Treasury Cash Management Fund 287 $ 11,888,921 184 $ 12,180,780 $ 12,180,780 $ 0 Southwest Gas Corporation Common Stock [1][2] 27 5,445,136 7 1,122,389 1,004,683 117,706 Twentieth Century Investors, Inc. 28 3,194,372 3 145,900 122,351 23,549
1 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. 33-35637. ARTHUR ANDERSEN & CO. Las Vegas, Nevada June 24, 1994