As filed with the Securities and Exchange Commission on March 17, 1995
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
Sponsored by
SOUTHWEST GAS CORPORATION
(Exact name of Registrant as specified in its charter)
CALIFORNIA 88-0085720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
(702) 876-7237
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
--------------------
GEORGE C. BIEHL
Senior Vice President/Chief Financial Officer
Southwest Gas Corporation
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
(702) 876-7237
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: From time to
time
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
-------------------------------
Amount Proposed maximum Proposed maximum Amount of
to be offering price per aggregate registration
Title of securities being registered registered share* offering price* fee
- ------------------------------------ ---------- ------------------ ---------------- ------------
Common Stock ($1 par value). . . . . . . 1,200,000 shares $14 15/16 $17,925,000 $6,181.08
* Estimated on the basis of the aggregate number of shares which could be
sold during the two-year period after the effective date, solely for the
purpose of determining the registration fee pursuant to Rule 457. It is
not known how many shares will be purchased under the Plan or at what
prices such shares will be purchased. The average of the high and low
composite prices of the Common Stock as reported by the Consolidated Tape
Association on March 16, 1995 was $14 15/16 per share.
--------------------
As permitted by Rule 429, the Prospectus included in this Registration
Statement also relates to Registrant's Registration Statement on Form S-3 (No.
33-35636).
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION
DATED MARCH 17, 1995
PROSPECTUS
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[SWG LOGO]
SOUTHWEST GAS CORPORATION
Dividend Reinvestment and Stock Purchase Plan
1,200,000 Shares of Common Stock, $1 Par Value
The Company is offering its shareholders of record, natural gas customers
and employees an opportunity to purchase through the Company shares of its
Common Stock and to reinvest their Common Stock dividends automatically into
shares of Common Stock through a Dividend Reinvestment and Stock Purchase Plan
(the Plan). A summary of the Plan begins on page 3 of this Prospectus, which
should be retained for future reference. Holders of the Company's Common
Stock who choose not to participate in the Plan will receive cash dividends,
as declared, in the usual manner.
Shares of Common Stock needed for the Plan will be purchased either
directly from the Company or the open market. The price of shares of Common
Stock purchased by participants in the Plan with reinvested dividends, initial
investments or optional payments will be (i) in the case of the purchase of
authorized but unissued shares of Common Stock from the Company, the composite
closing price of the Common Stock on the "Investment Date" as reported on the
consolidated tape for New York Stock Exchange listed securities administered
by the Consolidated Tape Association (or, if no trading in the Common Stock
occurs on such date, the composite closing price on the next preceding date on
which trading occurred), and (ii) in the case of the purchase of shares of
Common Stock in the open market, the weighted average price (excluding
brokerage commissions) paid to obtain them during the "Investment Period."
The Common Stock is listed on both the New York and Pacific Stock
Exchanges. The annual expenses payable by the Company in connection with the
operation of the Plan are approximately $33,000.
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________
The date of this Prospectus is ______________ , 1995
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
AVAILABLE INFORMATION
Southwest Gas Corporation (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and,
in accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). The reports,
proxy statements and other information filed by the Company can be inspected
and copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; 75 Park
Place, New York, New York 10007; and 230 South Dearborn Street, Room 3190,
Chicago, Illinois 60604. Copies of such material may also be obtained at
prescribed rates from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition,
such material may be inspected at the offices of the New York Stock Exchange
or the Pacific Stock Exchange.
This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto which the Company has filed with
the Commission under the Securities Act of 1933, and reference is hereby made
to such Registration Statement, including the exhibits thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated by reference in this Prospectus are the following documents
filed by the Company with the Commission:
1. Annual Report on Form 10-K for the year ended December 31, 1994.
2. Descriptions of the Company's Common Stock contained in Form 8-A
filed pursuant to Section 12 of the Exchange Act.
3. All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date
of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of the Prospectus has been delivered, upon
the written or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than certain exhibits to such documents.
Written or oral requests for such copies should be directed to: Shareholder
Services, Southwest Gas Corporation, P.O. Box 98511, Las Vegas,
Nevada 89193-8511, (800) 331-1119 or (702) 876-7280.
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THE COMPANY
The registrant, Southwest Gas Corporation (the "Company"), is incorporated
under the laws of the State of California effective March 1931 and is comprised
of two operating segments: natural gas operations and financial services. The
financial services segment consists of PriMerit Bank, a Federal Savings Bank
(the "Bank"), a wholly owned subsidiary, which operates principally in the
thrift industry.
The executive offices of the Company are located at 5241 Spring Mountain
Road, P.O. Box 98510, Las Vegas, Nevada 89193-8510, telephone number
(702) 876-7237.
USE OF PROCEEDS
To the extent that authorized but unissued shares of Common Stock are
purchased under the Plan from the Company, the net proceeds from their sale
will be used in connection with the Company's construction program, to pay for
additional capital improvements to the Company's facilities, and for other
corporate purposes. Pending disbursement for this purpose, such proceeds may
be used to reduce the amount of the Company's short-term indebtedness. The
Company cannot predict how many shares of Common Stock will be sold under the
Plan and, therefore, cannot estimate the amount of net proceeds that it will
receive.
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Company is offering its shareholders, natural gas customers and
employees an opportunity to purchase directly through the Company shares of
its Common Stock and to reinvest their Common Stock dividends automatically
into shares of Common Stock through the Plan.
The following is a detailed description, in question and answer form, of
the Plan. For additional information concerning the Plan, you may telephone
the Company at (800) 331-1119 or (702) 876-7280.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide shareholders, natural gas customers
and employees of the Company a simple and convenient method of investing in
shares of the Company's Common Stock. Shares purchased under the Plan will be
either, (i) authorized but unissued shares purchased from the Company, or
(ii) outstanding shares purchased in the open market or through negotiated
transactions ("Open Market" or "Open Market Purchases"). The decision to
purchase shares on the open market will depend upon the relationship of the
purchase price of the shares of Common Stock and book value of such stock. To
the extent shares will be purchased directly from the Company, the Company
will use the proceeds for its continuing construction program and for other
corporate purposes.
FEATURES
2. What are the features of the Plan?
A natural gas customer or employee of the Company, who is not already a
shareholder, may make an initial investment in shares of the Company's Common
Stock by making a minimum payment of $100. Thereafter, a participant may
invest in additional shares of Common Stock by making an optional payment of
no less than $25; provided that the participant's initial investment and/or
optional payments in aggregate do not exceed $50,000 per calendar year.
3
Participants must reinvest all of their cash dividends automatically in
additional shares of Common Stock of the Company when the total shares owned
by a participant are less than 250 shares. Participants with 250 or more
shares have the option of receiving one-half of the quarterly dividends in
cash.
The Company will pay any brokerage commissions or service fees for
purchases of Common Stock under the Plan and it will pay all costs for
administration of the Plan.
Full investment of funds is possible under the Plan because fractions of
shares, as well as full shares, will be credited to participants' accounts.
In addition, dividends on such fractions, as well as full shares, will be
credited to participants' accounts. Regular statements of account will
provide simplified record keeping.
ADMINISTRATION
3. Who administers the Plan for Participants?
The Company administers the Plan, maintains records, sends statements of
account to participants and performs other duties relating to the Plan. The
Company will appoint an independent agent/trustee ("Trustee") to act as an
independent agent for the Plan participants in purchasing and selling shares
for participants in the open market or through negotiated transactions.
Subject to the objective of obtaining the lowest overall cost of shares
purchased, the Trustee will have full discretion as to all matters relating to
purchases and sale of such shares. Shares of Common Stock purchased by a
participant under the Plan will be registered in the name of a nominee of the
Company for participants in the Plan, and will be held by the nominee for
participants' accounts until the Company is otherwise instructed by the
participant.
4. Where should correspondence regarding the Plan be directed?
All correspondence concerning the Plan should be addressed to:
Shareholder Services
Southwest Gas Corporation
P.O. Box 98511
Las Vegas, NV 89193-8511
PARTICIPATION
5. Who may participate in the Plan?
All shareholders of record of Common Stock, natural gas customers and
employees of the Company are eligible to participate in the Plan.
An account may be opened in the participant's own name, in the joint name
of the participant and another person, or in the participant's name as
custodian for a minor or as trustee for another person by completing the
Enrollment and Authorization Form ("Enrollment Form") in the proper manner.
If you are a beneficial owner, but not a customer, employee or record
owner of Common Stock (that is, if your shares are held for you and registered
in a name other than your own, such as in the name of a broker, bank nominee
or trustee) and you wish to become a participant in the Plan, you must
transfer those shares you desire to be enrolled in the Plan into your own
name. Employees whose shares are held in the Company's Employees' Investment
Plan ("EIP") do not have to transfer such shares to participate in the Plan.
6. How does a shareholder, natural gas customer or employee join the Plan?
If you are a shareholder of record, you may join the Plan by completing
and returning an Enrollment Form.
4
If you are a natural gas customer, you may join the Plan by completing an
Enrollment Form and returning it along with a minimum initial investment of
$100 to the Company.
If you are an employee of the Company and participate in the Company's
EIP, you may join the Plan by completing and returning an Enrollment Form. If
you are an employee of the Company and do not participate in the Company's
EIP, you may join the Plan by completing an Enrollment Form and returning it
along with a minimum initial investment of $100 to the Company.
An Enrollment Form will be furnished to you at any time upon request to
Shareholder Services, Southwest Gas Corporation, P.O. Box 98511, Las Vegas,
Nevada 89193-8511, or by telephoning the Company at (800) 331-1119 or
(702) 876-7280.
7. When can a shareholder, natural gas customer or employee join the Plan?
A shareholder of record and an employee who is participating in the
Company's EIP may join the Plan at any time. If an Enrollment Form is
received on or before the record date for a dividend payment, reinvestment of
dividends will begin with that dividend. If the Enrollment Form is received
after the record date, reinvestment of dividends will begin with the next
dividend payment date. (See Question 10.)
Natural gas customers or employees who are not already shareholders can
join the Plan at any time. An initial investment of $100 received during any
month will be invested as of the next Investment Date or during the next
Investment Period. (See Question 9.) With the purchase of Common Stock, such
customers or employees will become Plan participants.
8. What does the Enrollment Form provide?
The Enrollment Form authorizes the Company to do the following:
INITIAL INVESTMENT--Upon receipt of a minimum initial investment payment
of $100 from a natural gas customer or employee of the Company, the Company or
the Trustee will purchase Common Stock for the account of the customer or
employee on the next available Investment Date or during the next Investment
Period. (See Question 9.)
OPTIONAL PAYMENTS--Upon receipt of optional payments from a minimum of
$25 up to a maximum of $50,000 per calendar year, the Company or the Trustee
will purchase Common Stock for the participant's account on the next
Investment Date or during the next Investment Period. (See Question 11.)
DIVIDEND REINVESTMENT--The Company or the Trustee will automatically
reinvest dividends on all shares of Common Stock held in Plan accounts on the
Investment Date or during the next Investment Period that coincides with the
payment of dividends for shares of Common Stock. (See Question 10.) The
Company or the Trustee will also automatically reinvest dividends on all of
the shares of Common Stock held of record by a participant outside a Plan
account. Participants with a total of 250 or more shares of Common Stock will
have the option of receiving one-half of their dividends in cash.
INITIAL INVESTMENTS
9. When will initial investment payments be invested?
The timing for the investment of the initial payments depends upon
whether the Common Stock will be purchased directly from the Company, as
original issue shares, or in the Open-Market. During periods in which the
payments will be invested in original issue shares, purchases will occur twice
during the month. During periods in which the payment will be invested in
shares purchased on the open-market or through negotiated transactions,
purchases will occur once each month. No interest will be paid on payments
received and held by the Company prior to investment.
5
ORIGINAL ISSUE PURCHASES--Initial investment payments received by the
Company by the 10th day of any month (or the first business day following the
10th, if such day is not a business day) will be invested on the first
business day following the 14th day of the month. Initial investment payments
received by the Company after the 10th and on or before the 25th day of any
month (or the first business day following the 25th, if such day is not a
business day) will be invested on the first business day of the following
month. Such dates are the "Investment Date(s)" for purposes of the Plan.
OPEN-MARKET PURCHASES--Initial investment payments received by the 25th
day of any month will be invested by the Trustee during the 30-day period
commencing on the 26th day of the month. Such period is the "Investment
Period" for the purposes of the Plan.
Upon written request received by the Company on or before the Investment
Date or the day before the start of the Investment Period in which the initial
investment payment is being held by the Company, a participant may, without
withdrawing from the Plan, receive the return of a portion of the initial
investment payment, provided that a minimum of $100 is maintained in the Plan.
REINVESTED DIVIDENDS
10. When will dividends be reinvested?
Any dividends on Common Stock to be reinvested will be reinvested on the
Investment Date or Investment Period coinciding with the payment of a dividend
for shares of Common Stock. Common Stock dividends have ordinarily been paid
on the first business day of March, June, September, and December, but no
assurance can be given that the Company will continue to pay dividends on this
basis.
Instructions regarding the automatic reinvestment of dividends on shares
of record will be effective on the next dividend payment date if the
shareholder's Enrollment Form is received by the Company by the record date
(which is normally the 15th calendar day of the month preceding the month in
which a dividend is paid) established for a dividend payment. Instructions
received after the record date for a dividend will not be effective until the
next dividend payment date following the dividend payment date on which the
instructions would otherwise have been effective.
OPTIONAL PAYMENTS
11. Who is eligible to make optional payments?
A participant is eligible to make optional cash payments of at least $25
at any time. An optional cash payment may be made when joining the Plan by
enclosing the payment with the Enrollment Form. Thereafter, optional cash
payments should be accompanied by the form provided with your statement of
account.
Optional cash payments can not be less than $25 and can not exceed
$50,000 per calendar year per participant. Optional cash payments shall be
made by check or money order payable to: Southwest Gas Corporation, P.O. Box
98511, Las Vegas, Nevada 89193-8511, Attention: Shareholder Services. Your
Plan account number should be included on all checks.
12. When will optional payments be invested and when will dividends be paid
on shares purchased with optional payments?
The timing for the investment of optional payments depends upon whether
the Common Stock will be purchased directly from the Company, as original
issue shares, or in the Open-Market. During periods in which the payments
will be invested in original issue shares, purchases will occur twice during
the month. During periods in which the payment will be invested in shares
purchased on the open-market or through negotiated transactions, purchases
will occur once each month. No interest will be paid on payments received and
held by the Company prior to investment.
6
ORIGINAL ISSUE PURCHASES--Optional payments received by the Company by
the 10th day of any month (or the first business day following the 10th, if
such day is not a business day) will be invested on the first business day
following the 14th day of the month. Optional payments received by the
Company after the 10th and on or before the 25th day of any month (or the
first business day following the 25th, if such day is not a business day) will
be invested on the first business day of the following month.
OPEN-MARKET PURCHASES--Optional payments received by the 25th day of any
month will be invested by the Trustee during the Investment Period, the 30-day
period commencing on the 26th day of the month.
Any dividends on Common Stock purchased with optional payments will be
reinvested on the Investment Date coinciding with the payment of a dividend
when the Common Stock is purchased directly from the Company. Common Stock
dividend payment dates are ordinarily the first business day of March, June,
September, and December. No assurance can be given that the Company will
continue to pay dividends on this basis. When the shares of Common Stock are
purchased on the open market or through a negotiated transaction, the
Investment Period will be the 30-day period beginning on the 26th day of the
month preceding the dividend date.
A participant may, without withdrawing from the Plan, have returned any
optional payment upon written request received by the Company on or before the
Investment Date or the day before the start of the Investment Period for any
payment being held by the Company.
13. How do participants make payments?
The amount of the optional payment made each time may vary. However,
participants are encouraged to set an investment goal and then send a fixed
amount every month or quarter. A payment may be made by enclosing a check or
money order payable to Southwest Gas Corporation with the Enrollment Form or
on the optional payment form provided with your statement. A payment to be
invested must not be included in a check or money order submitted for payment
of gas service.
EXPENSES
14. Are there any expenses charged to participants in connection with
participation in the Plan?
There are no expenses charged to participants in connection with
purchases of Common Stock under the Plan. All costs of administration of the
Plan and any brokerage commissions or service fees incurred resulting from
open market purchases of shares of Common Stock or through a negotiated
transaction will be paid by the Company. However, if a participant requests
that the Company sell his or her shares of Common Stock, any related brokerage
commissions or service fees incurred by the Company will be deducted from the
proceeds remitted to the participant.
PRICING AND PURCHASING OF SHARES
15. How many shares of Common Stock will be purchased for a participant?
The number of shares to be purchased for each participant on any
Investment Date or during the Investment Period will depend upon the amount of
the optional payments received since the last investment in the Plan, the
amount of the participant's dividends to be reinvested and the price of the
Company's Common Stock on the Investment Date or during the Investment Period.
On each Investment Date or at the end of each Investment Period, each
participant's account will be credited with that number of shares, including
fractional shares computed to four decimal points, equal to the total amount
to be invested and reinvested on the participant's behalf, divided by the
price of the Common Stock on the Investment Date or during the Investment
Period. Fractional shares will earn proportionate dividends as declared.
7
16. How is the price of new shares determined?
When purchasing new shares of Common Stock for the Plan from the Company,
the price of the shares will be the composite closing price of the Common
Stock as reported on the consolidated tape for New York Stock Exchange listed
securities administered by the Consolidated Tape Association on the Investment
Date or, if no trading in the Common Stock occurs on such date, the composite
closing price on the next preceding date on which trading occurred.
When purchasing shares of Common Stock for the Plan in the Open Market,
the price of the shares will be the weighted average price of all Common Stock
acquired by the Trustee during the Investment Period.
PARTICIPANTS' ACCOUNTS AND RECORDS
17. What records and accounts will be maintained by the Company for
Participants?
The Company will maintain an account for each participant. All shares
purchased for a participant under the Plan will be credited to his account and
held for him. When certificates for shares are issued to a participant or
shares are sold for his account pursuant to the Plan, such shares will be
withdrawn from his Plan account.
18. What reports will be sent to Participants in the Plan?
Each participant in the Plan will receive a quarterly statement of his or
her account. Additional monthly statements will be provided to participants
that reflect purchases of additional shares with optional cash payments or
other account transactions. THESE STATEMENTS ARE A PARTICIPANT'S CONTINUING
RECORD OF THE COST OF HIS PURCHASES AND SHOULD BE RETAINED FOR INCOME TAX
PURPOSES. In addition, each participant will receive each amended Prospectus
for the Plan and copies of all communications sent to all other holders of the
Company's Common Stock, including the Company's quarterly reports to
shareholders, the annual report to shareholders, notice of annual meeting and
proxy statement and tax information with respect to dividends paid. A
participant is entitled to vote all shares, including fractional shares, held
in his or her Plan account and will receive a Plan proxy enabling him to vote
his or her shares.
PARTIAL WITHDRAWAL
19. Will certificates be issued for shares of Common Stock purchased under
the Plan?
Certificates for shares of Common Stock purchased under the Plan will be
issued to participants upon their written request to the Company. Upon
receipt of such request, certificates for any number of whole shares credited
to a participant's Plan account may be withdrawn from the account and issued
to the participant. Any remaining full and fractional shares will continue to
be credited to the participant's account. Certificates for shares issued to a
participant will be registered in the same name or names in which the
participant's Plan account is maintained. Dividends on all of the
participant's shares, including those shares for which certificates have been
issued, will either be reinvested or paid in cash as provided for in the Plan.
(See Question 8.) Certificates for fractional shares will not be issued under
any circumstances.
20. May a portion of the shares held in the Plan be sold?
Yes. Upon receipt of a written request, the Company will withdraw and
sell, through the Trustee, any number of whole shares credited to that
participant's Plan account; provided, the participant maintains a minimum of
100 shares in his or her account. The participant will be charged any related
brokerage commissions or service fees and will receive the proceeds of the
sale less these amounts.
If the partial withdrawal request is received within three business days
of the ex-dividend date for a particular dividend or between such date and the
record date for that dividend, it will be processed after the record date.
Dividends on the shares to be withdrawn will either be reinvested or paid in
cash as provided for in the Plan. (See Question 8.) The participant must
8
have a certified tax identification number on file with the Company on or
prior to requesting the sale of shares.
21. May shares in a Plan account be pledged or assigned?
Shares credited to the account of a participant may not be assigned or
pledged. A participant who wishes to assign or pledge shares must request
that certificates for the shares be issued in his or her name.
WITHDRAWAL AND TERMINATION
22. When may a participant withdraw from the Plan?
A participant may withdraw from the Plan by providing a written request
to the Company. Such requests will be processed upon receipt except during
the periods commencing three business days prior to the ex-dividend date for a
particular dividend through the payment date for that dividend. During that
period, such a request will be processed depending upon the time the request
is received by the Company. If the request is received within three business
days of the ex-dividend date for a particular dividend and on or before the
record date for that dividend, the request will be processed after the record
date. If the request is received after the record date and on or before the
Investment Date or Investment Period for that dividend, the request will not
be processed until that dividend is reinvested in the participant's account.
(See Question 25.)
23. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must notify the Company
in writing and instruct the Company to either issue the whole shares in the
participant's account to the participant or deliver the proceeds of sale to
the participant. Fractional shares will be sold in all cases. The
participant must have a certified tax identification number on file with the
Company on or prior to requesting the sale of shares.
24. Can the Company terminate a participant?
Yes. The administrative costs to the Company for each customer account
do not justify an inactive account. The Company reserves the right to
terminate the account of any participant who has not invested and/or
reinvested a minimum of $100 in any twelve month period. In addition, the
Company reserves the right to terminate the account of any participant if a
participant's checks or other form of remittance have not been honored.
25. What happens upon withdrawal, termination or discontinuance?
When a participant withdraws from the Plan or when the Company terminates
the account of a participant, or upon discontinuance of the Plan by the
Company, certificates for all shares credited to the participant's account
will be issued and a cash payment will be made for fractional shares.
Fractional shares will be sold through the Trustee and any brokerage
commissions or service fees will be deducted from the proceeds before the cash
payment is made.
In the alternative, a participant may request that all of the shares,
both whole and fractional, credited to his or her Plan account be sold. If a
participant requests a sale, the sale will be made for the account of the
participant by the Trustee. If the request is received within three business
days of the ex-dividend date for a particular dividend and on or before the
record date for that dividend, the request will be processed after the record
date. If the request is received after the record date and on or before the
Investment Date or Investment Period for that dividend, the request will not
be processed until that dividend is reinvested in the participant's account.
The participant will be charged any related brokerage commissions or service
fees, and will receive the proceeds of the sale less these amounts.
If the withdrawal request of a participant is received by the Company on
or before the record date for a particular dividend, that dividend and all
subsequent dividends upon shares registered in the participant's name will be
9
paid directly to the participant. If the request is received after the record
date, the withdrawal request will not be processed until that dividend is
reinvested in the participant's account. Once the request is processed, all
subsequent dividends upon shares registered in the participant's name will be
paid directly to the participant.
If the withdrawal request of a participant is received by the Company on
or before the Investment Date or the day before the start of the next
Investment Period, any payment being held by the Company will be returned. If
the request is received after such dates, any payment being held will be
reinvested.
OTHER INFORMATION
26. How will participants' shares be voted at meetings of shareholders?
Participants will receive Plan proxy cards covering total full and
fractional shares held under the Plan, enabling them to vote their shares. If
a proxy card is returned to the Company properly signed and marked for voting,
all the shares covered by such proxy card will be voted as marked.
27. What is the responsibility of the Company and the Trustee under the Plan?
The Plan provides that the Company and any Trustee appointed by the
Company in administering the Plan will not be liable for any act done in good
faith or for any good faith omission to act, including, without limitation,
any claim of liability arising out of failure to terminate a participant's
Plan participation upon such participant's death prior to receipt of legally
sufficient instructions with respect thereto.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE TRUSTEE
CAN ASSURE PARTICIPANTS OF PROFITS OR PROTECT PARTICIPANTS AGAINST LOSSES IN
THE VALUE OF THE SHARES PURCHASED UNDER THE PLAN OR ASSURE THE PARTICIPANT OF
FUTURE DIVIDENDS.
28. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify or discontinue the Plan
at any time and to interpret and regulate the Plan as it deems necessary or
desirable in connection with the operation of the Plan. All participants will
receive notice of any suspension, modification or termination. The notices
will be mailed to the participants at the addresses shown on the Company's
record.
29. What happens if the Company makes a rights offering, declares a stock
split or issues a stock dividend?
As shareholders of record, participants will be notified by the Company
of a rights offering. Upon receiving such notification, participants should
instruct the Company, on or before the record date established for the rights
offering, to issue certificates for those shares for which they wish to
exercise rights. If the Company does not receive such instructions, the
Trustee will sell on the open market the unexercised rights and proportionally
credit participant accounts to the extent such rights are not exercised with
the proceeds for investment on the next Investment Date or Investment Period.
In the event of a stock split or stock dividend, the Company will
proportionally credit to each participant's Plan account the additional shares
attributable to his or her interest in the Plan.
30. Can a complete text of the Plan be obtained?
Yes, it can be obtained upon request to Shareholder Services.
10
FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN
The Company believes the following is an accurate summary of the tax
consequences of participation in the Plan as of the date of this Prospectus.
This summary may not reflect every possible situation that could result from
participation in the Plan, and, therefore, participants in the Plan are
advised to consult their own tax advisors with respect to the tax consequences
(including federal, state, local and other tax laws and U.S. tax withholding
laws) applicable to their particular situations.
In general, the amount of cash dividends paid by the Company is
includable in income even though reinvested under the Plan. Under this
general rule, the cost basis for federal income tax purposes of any shares
acquired through the Plan will be the price at which the shares are credited
to the account of the participant as described in the section entitled Pricing
and Purchasing of Shares. In connection with open market purchases, brokerage
commissions paid by the Company on a participant's behalf are to be treated as
distributions subject to income tax in the same manner as dividends. The
amounts paid for brokerage commissions are, however, includable in the cost
basis of shares purchased. The information return sent to participants and
the IRS at year-end, if so required, will show such amounts paid on their
behalf.
A U.S. shareholder electing to participate in the Plan must provide his
Taxpayer Identification Number (generally, an individual's Social Security
Number) or certify that they are exempt from backup withholdings. Failure to
provide a correct Taxpayer Identification Number will result in backup
withholdings of 31 percent. Withholding may also occur upon notification from
the Internal Revenue Service directing the Plan to institute backup
withholdings.
A foreign shareholder who is a participant and whose dividends are
subject to United States income tax withholding will have the amount of the
tax to be withheld deducted from such dividends before reinvestment in
additional shares for such participant's Plan account. The statements
confirming purchases made for a foreign participant will indicate that tax has
been withheld.
The final statement received from the Company during any calendar year
will include information for that year regarding total dividends paid on Plan
shares. In addition, the Company will send each participant an IRS Form 1099-
Dividend at year-end showing total dividends paid on shares held of record.
Both statements should be retained for tax reporting purposes.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Robert M. Johnson, Esq., Associate General Counsel for the Company, has
given an opinion to the Commission upon the validity of the shares of Common
Stock being registered. Mr. Johnson is employed by the Company on a full-time
basis.
The financial statements incorporated by reference in this Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report included in the Annual Report on
Form 10-K for the year ended December 31, 1994, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.
DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 317 of California's General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors, officers and other agents in terms sufficiently broad to permit
indemnification under certain circumstances for liabilities, including
expenses, arising in connection with the Securities Act of 1933, as amended.
Pursuant to the Articles of Incorporation and the Bylaws of the Company,
and in accordance with applicable law, directors and officers of the Company
are generally indemnified against judgments, expenses and other amounts
11
actually and reasonably incurred by or imposed upon them in connection with or
arising out of any action in which they were or are parties or are threatened
to be made parties by reason of their being or having been a director or
officer of the Company. In addition, the Company has entered into
indemnification agreements with certain officers and directors which provide
for indemnification to the full extent permitted by California law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
12
====================================== ======================================
No dealer, salesperson or other
individual has been authorized to give
any information or to make any
representations other than those
contained or incorporated by reference
in this Prospectus in connection with
the offer made by this Prospectus and,
if given or made, such information or
representations must not be relied
upon as having been authorized by the [SWG LOGO]
Company or any agent, dealer or
underwriter. Neither the delivery of
this Prospectus nor any sale made
hereunder shall under any circumstances
create an implication that there has
been no change in the affairs of the
Company since the date hereof. This
Prospectus does not constitute an offer
or solicitation by anyone in any state
in which such offer or solicitation is
not authorized or in which the person
making such offer or solicitation is not
qualified to do so or to anyone to whom SOUTHWEST GAS CORPORATION
it is unlawful to make such offer or
solicitation.
_________________ 1,200,000 Shares
COMMON STOCK
TABLE OF CONTENTS
Page
----
Prospectus
Available Information . . . . . . . 2 ------------------
Incorporation of Certain Documents PROSPECTUS
by Reference. . . . . . . . . . . 2 ------------------
The Company . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . 3
Description of the Dividend
Reinvestment and Stock
Purchase Plan . . . . . . . . . . 3
Purpose . . . . . . . . . . . . . 3
Features. . . . . . . . . . . . . 3
Administration. . . . . . . . . . 4
Participation . . . . . . . . . . 4
Initial Investments . . . . . . . 5
Reinvested Dividends. . . . . . . 6
Optional Payments . . . . . . . . 6 DIVIDEND REINVESTMENT
Expenses . . . . . . . . . . . . 7
Pricing and Purchasing AND
of Shares . . . . . . . . . . . 7
Participants' Accounts STOCK PURCHASE PLAN
and Records . . . . . . . . . . 8
Partial Withdrawal. . . . . . . . 8
Withdrawal and Termination . . . 9
Other Information . . . . . . . . 10
Federal Income Tax Consequences
of the Plan . . . . . . . . . . . 11
Interests of Named Experts
and Counsel . . . . . . . . . . . 11
Disclosure of Securities and
Exchange Commission Position
on Indemnification for Securities
Act Liabilities. . . . . . . . . 11
====================================== ======================================
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
SEC registration fee . . . . . . . . . $ 6,181.08
* Stock exchange listing fees . . . . . 6,600.00
* Printing expenses . . . . . . . . . . 15,000.00
* Accounting fees and expenses. . . . . 4,000.00
* State securities or blue sky fees . . 475.00
* Miscellaneous . . . . . . . . . . . . 33,000.00
-----------
TOTAL . . . . . . . . . . . . . . . $ 65,256.08
===========
___________________________
* Estimated.
Other than the expenses listed above and annual administration costs of
approximately $33,000, no other significant expenses of issuance and
distribution are expected to arise since the purchase of the 1,200,000 shares
of the Company's Common Stock, $1 par value, will be made directly from the
Company with no underwriting discounts or commissions payable.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the General Corporation Law of California provides that a
corporation has the power, and in some cases is required, to indemnify an
agent, including a director or officer, who was or is a party or is threatened
to be made a party to any proceeding, against certain expenses, judgments,
fines, settlements and other amounts under certain circumstances. Article
VIII of the Registrant's Bylaws provides for the indemnification of directors,
officers and agents as allowed by statute. In addition, the Registrant has
purchased directors and officers insurance policies which provide insurance
against certain liabilities for directors and officers.
ITEM 16. EXHIBITS.
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 Company's Amended and Restated Dividend Reinvestment and Stock Purchase
Plan
5.1 Opinion of Counsel of the Company regarding legality of the securities
to be registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel of the Company (included in his opinion filed as
Exhibit 5.1 to this Registration Statement)
24.1 Powers of Attorney (included on pages II-3 and II-4 of this Registration
Statement)
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a posteffective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, unless the information required to be
included in such posteffective amendment is contained in a periodic
II-1
report filed by Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent posteffective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement, unless the information required to be
included in such posteffective amendment is contained in a periodic
report filed by Registrant pursuant to Section 13 or Section 15(d) of
the Securities Act of 1934 and incorporated herein by reference;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such posteffective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) To remove from registration by means of a posteffective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the
6th day of March, 1995.
SOUTHWEST GAS CORPORATION
By /s/ MICHAEL O. MAFFIE
-------------------------------------
Michael O. Maffie
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Each person whose signature appears below authorizes Michael O. Maffie
and George C. Biehl, and each of them, as attorneys-in-fact, to sign any
amendment, including posteffective amendments, to this Registration Statement
on his or her behalf, individually and in each capacity stated below, and to
file any such amendment.
Signature Title Date
--------- ----- ----
/s/ MICHAEL O. MAFFIE Director, President and March 6, 1995
- ------------------------------ Chief Executive Officer
(Michael O. Maffie) (Principal Executive Officer)
/s/ GEORGE C. BIEHL Senior Vice President and March 6, 1995
- ------------------------------ Chief Financial Officer
(George C. Biehl) (Principal Financial Officer)
/s/ EDWARD A. JANOV Controller and Chief March 6, 1995
- ------------------------------ Accounting Officer
(Edward A. Janov) (Principal Accounting Officer)
/s/ RALPH C. BATASTINI Director March 6, 1995
- ------------------------------
(Ralph C. Batastini)
/s/ MANUEL J. CORTEZ Director March 6, 1995
- ------------------------------
(Manuel J. Cortez)
/s/ LLOYD T. DYER Director March 6, 1995
- ------------------------------
(Lloyd T. Dyer)
II-3
Signature Title Date
--------- ----- ----
/s/ KENNY C. GUINN Chairman of the Board March 6, 1995
- ------------------------------ of Directors
(Kenny C. Guinn)
/s/ THOMAS Y. HARTLEY Director March 6, 1995
- ------------------------------
(Thomas Y. Hartley)
/s/ MICHAEL B. JAGER Director March 6, 1995
- ------------------------------
(Michael B. Jager)
Director
- ------------------------------
(Leonard R. Judd)
/s/ JAMES R. LINCICOME Director March 6, 1995
- ------------------------------
(James R. Lincicome)
/s/ CAROLYN M. SPARKS Director March 6, 1995
- ------------------------------
(Carolyn M. Sparks)
/s/ ROBERT S. SUNDT Director March 6, 1995
- ------------------------------
(Robert S. Sundt)
II-4
EXHIBIT 4.1
SOUTHWEST GAS CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Amended and Restated March 7, 1995
TABLE OF CONTENTS
-----------------
PAGE
----
1. Purpose . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Participation . . . . . . . . . . . . . . . . . . . . . 1
3. Plan Enrollment . . . . . . . . . . . . . . . . . . . . 1
4. Investment of Initial and Optional Payments . . . . . . 2
5. Reinvestment of Dividends . . . . . . . . . . . . . . . 3
6. Pricing and Purchasing of Shares. . . . . . . . . . . . 4
7. Partial Plan Withdrawal . . . . . . . . . . . . . . . . 5
8. Plan Withdrawal or Termination. . . . . . . . . . . . . 5
9. Plan Expenses . . . . . . . . . . . . . . . . . . . . . 7
10. Participant Accounts and Records. . . . . . . . . . . . 7
11. Custody of Shares and Shareholder Voting. . . . . . . . 7
12. Rights Offering, Stock Dividends and Stock Splits . . . 8
13. Administration. . . . . . . . . . . . . . . . . . . . . 8
14. Amendment, Termination and Suspension of the Plan . . . 9
15. Responsibility of the Company and Trustee . . . . . . . 9
16. Tax Withholdings on Dividends . . . . . . . . . . . . . 9
17. Miscellaneous . . . . . . . . . . . . . . . . . . . . . 10
i
SOUTHWEST GAS CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1. Purpose
-------
The purpose of the Plan is to provide shareholders, natural gas customers
and employees of the Company a simple and convenient method of investing
in shares of the Company's Common Stock. Shares purchased under the Plan
will be either, (i) authorized but unissued shares purchased from the
Company or (ii) outstanding shares purchased in the open market or
through negotiated transactions ("Open Market" or "Open Market
Purchases"). The decision to purchase shares on the Open Market will
depend upon the relationship of the market price and book value of the
Common Stock. To the extent shares are purchased directly from the
Company, the Company will use the proceeds for its continuing
construction program and for other corporate purposes.
2. Participation
-------------
2.1 Company shareholders of record, natural gas customers and employees
of the Company are eligible to participate in the Plan. Beneficial
owners whose shares are held by brokers in street names (or
otherwise registered in names other than their own), to be eligible
to participate in the Plan, must withdraw their shares from the
street name or other names and register them in their own name.
Employees whose shares are held by the Company's Employees'
Investment Plan ("EIP") do not have to withdraw the shares from the
EIP to participate in the Plan.
2.2 An account may be opened in the participant's own name, in the joint
name of the participant and another person, or in the participant's
name as custodian for a minor or as trustee for another person by
completing the "Enrollment and Authorization Form" (Enrollment Form)
in the proper manner.
2.3 An Enrollment Form will be furnished to you at any time upon request
to Shareholder Services, Southwest Gas Corporation, P.O. Box 98511,
Las Vegas, Nevada 89193-8511, or by telephoning the Company at
(702) 876-7280 or (800) 331-1119.
3. Plan Enrollment
---------------
3.1 Shareholders of record and employees who are participating in the
Company's EIP may join the Plan at any time by completing and
returning an Enrollment Form. Natural gas customers and other
employees may join the Plan at any time by completing an Enrollment
Form and returning it along with a minimum initial investment of
$100 to the Company.
3.2 The Enrollment Form authorizes the Company to do the following:
(a) INITIAL INVESTMENT--Upon receipt of a minimum initial
investment payment of $100 from a natural gas customer or
employee of the Company, the Company or the Trustee will
purchase Common Stock for the account of the customer or
employee on the next Investment Date or during the next
Investment Period.
(b) OPTIONAL PAYMENTS--Upon receipt of optional payments from a
minimum of $25 up to a maximum of $50,000 per calendar year,
the Company or the Trustee will purchase Common Stock for the
participant's account on the next Investment Date or during the
next Investment Period.
(c) DIVIDEND REINVESTMENT--The Company or the Trustee will
automatically reinvest dividends on all shares of Common Stock
held in Plan accounts on the Investment Date or during the
Investment Period that coincides with the payment of dividends
for shares of Common Stock. The Company or the Trustee will
also automatically reinvest dividends on all of the shares of
Common Stock held of record by a participant outside of the
Plan. Participants with a total of 250 or more shares of
Common Stock will have the option of receiving one-half of
their dividends in cash.
4. Investment of Initial and Optional Payments
-------------------------------------------
4.1 The timing for the investment of the initial and optional payments
depends upon whether the Common Stock will be purchased directly
from the Company, as original issue shares, or in the Open Market.
During periods in which the payments will be invested in original
issue shares, purchases will occur twice during the month. During
periods in which the payments will be invested in shares purchased
in the Open Market, purchases will occur once each month.
(a) ORIGINAL ISSUE PURCHASES--Initial and optional payments
received by the Company by the 10th day of any month (or the
first business day following the 10th, if such day is not
business day) will be invested on the first business day
following the 14th day of the month. Initial investment
payments received by the Company after the 10th and on or
2
before the 25th day of any month (or the first business day
following the 25th, if such day is not a business day) will be
invested as of the first business day of the following month.
Such dates are the "Investment Date" for purposes of the Plan.
(b) OPEN-MARKET PURCHASES--Initial and optional payments received
by the 25th day of any month will be invested by the Trustee
during the 30-day period commencing on the 26th day of the
month. Such period is the "Investment Period" for the purposes
of the Plan.
4.2 Common Stock acquired with initial and optional payments will be
original issue Common Stock, so long as the market price of the
Company's Common Stock exceeds seventy-five percent (75%) of the
book value of the Common Stock, as determined on a quarterly basis.
4.3 Upon written request received by the Company on or before the next
Investment Date or the day before the start of the next Investment
Period in which the initial payment is being held by the Company, a
customer or an employee may receive the return of the initial
payment and become a participant in the Plan, provided that a
minimum of $100 is maintained in the Plan. If the customer or
employee requests the entire return of the initial payment, the
payment will be returned and the individual will no longer be
enrolled in the Plan.
4.4 Upon written request received by the Company on or before the next
Investment Date or the day before the start of the next Investment
Period in which the optional payment is being held by the Company, a
participant may, without withdrawing from the Plan, receive the
return of all or part of the optional payment.
4.5 No interest will be paid on payments received and held by the
Company before investment.
5. Reinvestment of Dividends
-------------------------
5.1 Dividends on Common Stock held by a Plan participant, including
proportionate dividends on fractional shares, will be reinvested on
the Investment Date or Investment Period coinciding with the payment
of a dividend for shares of Common Stock. Common Stock dividends
have ordinarily been paid on the first business day of March, June,
September and December but no assurance can be given that the
Company will continue to pay dividends on this basis. When the
shares of Common Stock are purchased in the Open Market with
3
reinvested dividends, the Investment Period will be the 30-day
period beginning on the 26th day of the month preceding the dividend
date.
5.2 Common Stock acquired with reinvested dividends will be original
issue Common Stock, so long as the market price of the Company's
Common Stock exceeds seventy-five percent (75%) of the book value of
the Common Stock, as determined on a quarterly basis.
5.3 Dividends on shares of record will be reinvested effective on the
next dividend payment date if the shareholder's Enrollment Form is
received by the Company by the record date (which is normally the
15th calendar day of the month preceding the month in which a
dividend is paid) established for a dividend payment. Instructions
received after the record date for a dividend will not be effective
until the next dividend payment date following the dividend payment
date.
5.4 Participants must reinvest all of their dividends automatically in
additional shares of Common Stock of the Company when the total
shares owned by a participant is less than 250 shares. Participants
with 250 or more shares have the option of receiving one-half of the
quarterly dividends in cash.
6. Pricing and Purchasing of Shares
--------------------------------
6.1 The number of shares to be purchased for each participant on any
Investment Date or during the Investment Period will depend upon the
amount paid by the participant preceding the Investment Date, the
amount of the participant's dividends to be reinvested and the price
of the Company's Common Stock on the Investment Date or during the
Investment Period. On each Investment Date or at the end of each
Investment Period, each participant's account will be credited with
that number of shares, including fractional shares computed to four
decimal points, equal to the total amount to be invested and
reinvested on the participant's behalf, divided by the price of the
Common Stock on the Investment Date or during the Investment Period.
6.2 When purchasing new shares of Common Stock for the Plan from the
Company, the price of the shares will be the composite closing price
of the Common Stock as reported on the consolidated tape for New
York Stock Exchange listed securities administered by the
Consolidated Tape Association on the Investment Date or, if no
trading in the Common Stock occurs on such date, the composite
closing price on the next preceding date on which trading occurred.
4
6.3 When purchasing shares of Common Stock for the Plan in the Open
Market, the price of the shares will be the weighted average price
of all Common Stock acquired by the Trustee during the Investment
Period.
7. Partial Plan Withdrawal
-----------------------
7.1 Certificates for shares of Common Stock purchased under the Plan
will be issued to participants upon their written request to the
Company. Upon receipt of such request, certificates for any number
of whole shares credited to a participant's Plan account may be
withdrawn from the account and issued to the participant. Any
remaining full and fractional shares will continue to be credited to
the participant's account. Certificates for shares issued to a
participant will be registered in the same name or names in which
the participant's Plan account is maintained. Dividends on all of
the participant's shares, including those shares for which
certificates have been issued, will either be reinvested or paid in
cash as provided for in the Plan. Certificates for fractional
shares will not be issued under any circumstances.
7.2 Upon receipt of a written request, the Company will withdraw and
sell, through the Trustee, any number of whole shares credited to
that participant's Plan account; provided, the participant maintains
a minimum of 100 shares in his account. The participant will be
charged any related brokerage commissions or service fees and will
receive the proceeds of the sale less these amounts.
7.3 If the partial withdrawal request is received within three business
days of the ex-dividend date for a particular dividend or between
such date and the record date for that dividend, it will be
processed after the record date. Dividends on the shares to be
withdrawn will either be reinvested or paid in cash as provided for
in the Plan. The participant must have a certified tax
identification number on file with the Company before the shares
will be sold.
7.4 Shares credited to the account of a participant may not be assigned
or pledged. A participant who wishes to assign or pledge shares
must withdraw such shares from the Plan.
8. Plan Withdrawal or Termination
------------------------------
8.1 A participant may withdraw from the Plan by providing a written
request to the Company. Such requests will be processed upon
receipt except during the periods commencing three business days
prior to the ex-dividend date for a particular dividend through the
payment date for that dividend. During that period, such a request
5
will be processed depending upon the time the request is received by
the Company. If the request is received within three business days
of the ex-dividend date for a particular dividend and on or before
the record date for that dividend, the request will be processed
after the record date. If the request is received after the record
date and on or before the Investment Date or Investment Period for
that dividend, the request will not be processed until that dividend
is reinvested in the participant's account.
8.2 When a participant withdraws from the Plan or when the Company
terminates the account of a participant, or upon discontinuance of
the Plan by the Company, certificates for all shares credited to the
participant's account will be issued and a cash payment will be made
for fractional shares. Fractional shares will be sold through the
Trustee and any brokerage commissions or service fees will be
deducted from the proceeds before the cash payment is made.
8.3 A participant may request that all of the shares, both whole and
fractional, credited to his Plan account be sold. If a participant
requests a sale, the sale will be made for the account of the
participant by the Trustee. A sale request will be processed as
provided for in Section 8.1 above. The participant will be charged
any related brokerage commissions or service fees, and will receive
the proceeds of the sale less these amounts.
8.4 If the withdrawal request of a participant is received by the
Company on or before the record date for a particular dividend, that
dividend and all subsequent dividends upon shares registered in the
participant's name will be paid directly to the participant. If the
request is received after the record date, the withdrawal request
will not be processed until that dividend is reinvested in the
participant's account. Once the request is processed, all
subsequent dividends upon shares registered in the participant's
name will be paid directly to the participant.
8.5 If the withdrawal request of a participant is received by the
Company on or before the next Investment Date or the day before the
start of the next Investment Period, any payment being held by the
Company will be returned. If the request is received after such
dates, any payment being held will be reinvested under the Plan.
8.6 The Company reserves the right to terminate the account of any
participant who has not invested and/or reinvested a minimum of $100
in any twelve month period. In addition, the Company reserves the
right to terminate the account of any participant if a participant's
checks or other form of remittance have not been honored.
6
9. Plan Expenses
-------------
There are no expenses charged to participants in connection with
purchases of Common Stock under the Plan. All costs of administration of
the Plan and any brokerage commissions or service fees incurred resulting
from Open Market Purchases of shares of Common Stock will be paid by the
Company. However, if a participant requests that the Company sell his
shares of Common Stock, any related brokerage commissions or service fees
incurred by the Company will be deducted from the proceeds remitted to
the participant.
10. Participant Accounts and Records
--------------------------------
10.1 The Company will maintain an account for each participant. All
shares purchased for a participant under the Plan will be credited
to his account and held for him. When certificates for shares are
issued to a participant or shares are sold for his account pursuant
to the Plan, such shares will be withdrawn from his Plan account.
10.2 Each participant in the Plan will receive a quarterly statement of
his account. Additional monthly statements will be provided to
participants to reflect optional cash purchases or other account
transactions. Such statements are a participant's continuing record
of the cost of his purchases and should be retained for income tax
purposes.
10.3 In addition, participants will receive each amended Prospectus for
the Plan and copies of all communications sent to all other holders
of the Company's Common Stock, including the Company's quarterly
reports to shareholders, the annual report to shareholders, notice
of annual meeting and proxy statement and tax information with
respect to dividends paid.
11. Custody of Shares and Shareholder Voting
----------------------------------------
11.1 Shares of Common Stock purchased by a participant under the Plan
will be registered in the name of a nominee of the Company for
participants, and will be held by the nominee for participants'
accounts until the Company is otherwise instructed by the
participant.
11.2 Shares credited to a participant's account, including fractional
shares, will be voted as the participant directs. Participants will
receive Plan proxy cards covering total full and fractional shares
held under the Plan, enabling them to vote their shares in
connection with any annual or special meeting of shareholders. If a
7
proxy card is returned to the Company properly signed and marked for
voting, all the shares covered by such proxy card will be voted as
marked.
11.3 As in the case of shareholders who are not participating in the
Plan, if no instructions are indicated on a properly signed and
returned proxy card, all of the participant's shares credited to his
Plan account will be voted in accordance with the recommendations of
the Company. If the Plan proxy card is not returned, a
participant's shares may be voted only if the participant or a duly
appointed representative votes in person at the meeting.
12. Rights Offering, Stock Dividends and Stock Splits
-------------------------------------------------
12.1 As shareholders of record, participants will be notified by the
Company of a rights offering. Upon receiving such notification,
participants should instruct the Company, on or before the record
date established for the rights offering, to issue certificates for
those shares for which they wish to exercise rights. If the Company
does not receive such instructions, the Trustee will sell on the
open market the unexercised rights and proportionally credit
participant accounts to the extent such rights are not exercised
with the proceeds for investment on the next Investment Date or
Investment Period.
12.2 In the event of a stock split or stock dividend, the Company will
proportionally credit to each participant's Plan account the
additional shares attributable to his interest in the Plan.
13. Administration
--------------
13.1 The Plan shall be administered by the Company's Board of Directors.
The Board will have full power to administer the Plan and shall
determine questions of interpretation or policy. Further, the Board
has the authority to delegate its responsibilities under the Plan to
individual officers of the Company, who may, in turn, delegate the
day-to-day administration of the Plan to the Shareholder Services
department of the Company.
13.2 The Board will appoint an independent agent/trustee ("Trustee") to
act as an independent agent for the Plan participants in purchasing
and selling shares for participants in the Open Market. The Trustee
will, subject to the objective of obtaining the lowest overall cost
of shares purchased, have full discretion as to all matters relating
to the purchase and sale of such shares.
8
14. Amendment, Termination and Suspension of the Plan
-------------------------------------------------
14.1 The Board of Directors has the right at any time and from time to
time to adopt written amendments, amending in whole or in part, any
provision of the Plan. The Board also has the right to adopt a
written amendment to suspend or terminate the Plan in whole or in
part at any time. All Participants will receive notice of any
amendment, suspension or termination of the Plan. The notices will
be mailed to the participants at the addresses shown on the
Company's record.
14.2 If the Plan is terminated, shares in the Plan accounts will be
issued or sold as provided for in Section 8 above.
15. Responsibility of the Company and Trustee
-----------------------------------------
15.1 The Plan provides that the Company and any Trustee appointed by the
Company in administering the Plan will not be liable for any act
done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability: (i) arising out of
failure to terminate a participant's Plan participation upon such
participant's death prior to receipt of legally sufficient
instructions with respect thereto; (ii) with respect to the prices
at which shares of Common Stock are purchased or sold for the
participant's account and the times when such purchases or sales are
made; or (iii) with respect to any fluctuation in the market value
after the purchase or sale of shares.
15.2 Participants should recognize that neither the Company nor the
Trustee can assure participants of profits, protect participants
against losses in the value of the shares purchased under the Plans
or assure participants of future dividends.
16. Tax Withholdings on Dividends
-----------------------------
16.1 A U.S. shareholder electing to participate in the Plan must provide
his Taxpayer Identification Number (generally, an individual's
Social Security Number) or certify that they are exempt from backup
withholdings. Failure to provide a correct Taxpayer Identification
Number will result in backup withholdings of a participant's
dividends, as prescribed by applicable provisions of the Internal
Revenue Code. Withholding may also occur upon notification from the
Internal Revenue Service directing the Plan to institute backup
withholdings.
9
16.2 A foreign shareholder who is a participant and whose dividends are
subject to United States income tax withholding will have the amount
of the tax to be withheld deducted from such dividends before
reinvestment in additional shares for such participant's Plan
account. The statements confirming purchases made for a foreign
participant will indicate that tax has been withheld.
16.3 The final statement received from the Company during any calendar
year will include information for that year regarding total
dividends paid on Plan shares. In addition, the Company will send
each participant an IRS Form 1099-Dividend at year-end showing total
dividends paid on shares held of record. Both statements should be
retained for tax reporting purposes.
17. Miscellaneous
-------------
17.1 This Plan is purely voluntary on the part of the Company. Neither
the Plan's establishment nor any amendment nor the creation of any
Plan account will be construed as giving participants any legal or
equitable rights against the Company or the Trustee unless
specifically provided for in the Plan or conferred by affirmative
action of the Company or the Trustee according to the terms and
provisions of the Plan. Such actions will not be construed as
giving any employee the right to be retained in the service of the
Company.
17.2 Whenever any words are used herein in the masculine gender, they
will be construed as though they were also used in the feminine
gender in all cases where they would apply, and vice versa.
Whenever any words are used herein in the singular form, they will
be construed as though they were also used in the plural form in all
cases where they would apply, and vice versa.
17.3 The Plan will be governed by and construed according to the federal
laws governing dividend reinvestment and stock purchase plans and
according to the laws of the State of California where such laws are
not in conflict with the aforementioned federal laws.
IN WITNESS WHEREOF, Southwest Gas Corporation has adopted this amended
and restated Plan effective March 7, 1995.
SOUTHWEST GAS CORPORATION
By: /s/ GEORGE C. BIEHL
-----------------------------
Title: SENIOR VICE PRESIDENT &
CHIEF FINANCIAL OFFICER
10
EXHIBIT 5.1
March 14, 1995
Southwest Gas Corporation
P.O. Box 98510
Las Vegas, NV 89193-8510
Ladies and Gentlemen:
As Counsel for Southwest Gas Corporation ("Company"), I have examined the
Registration Statement on Form S-3 to be filed by the Company with the
Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 1,200,000 shares of the Company's
$1 par value Common Stock ("Stock") pursuant to the Company's Dividend
Reinvestment and Stock Purchase Plan. I also have examined the proceedings
heretofore taken by the Company and its Board of Directors in connection with
the authorization and proposed issuance and sale of the Stock, and I am
familiar with the forms of resolutions adopted and further actions proposed to
be taken by the Board of Directors of the Company in connection therewith. I
also am familiar with the application filed by the Company with the California
Public Utilities Commission for authority to issue the Stock, and the order
issued by said Commission authorizing the issuance thereof.
Based upon the foregoing and upon such other matters as I deem relevant in the
circumstances, it is my opinion that the Company has received all required
authorizations from state regulatory agencies having jurisdiction over the
issuance of the Stock by the Company, and that, subject to the actions
authorized by the Company's Board of Directors being taken, the Stock, upon
issuance and sale thereof in the manner specified in the Registration
Statement, will be duly authorized, legally issued fully paid and
nonassessable outstanding Stock of the Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and I further consent to the use of my name under the
caption "Interests of Named Experts and Counsel" in the Registration Statement
and the Prospectus which forms a part thereof.
Respectfully submitted,
Robert M. Johnson
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 8,
1995, included in Southwest Gas Corporation and subsidiaries' Form 10-K for the
year ended December 31, 1994 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
March 14, 1995
