1 - - ------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transitional period from to Commission file number 1-7850 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: SOUTHWEST GAS CORPORATION 5241 Spring Mountain Road, Post Office Box 98510 Las Vegas, Nevada 89193-8510 - - ------------------------------------------------------------------------------- - - ------------------------------------------------------------------------------- 2 ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS Listed below are all financial statements and exhibits filed as a part of this Annual Report: (a) Financial statements, including Statements of Net Assets Available for Benefits as of December 31, 1993 and 1992 and the related Statements of Changes in Net Assets Available for Benefits for each of the three years in the period ended December 31, 1993 and Notes to Financial Statements and Schedules I and II, together with the report thereon of Arthur Andersen & Co., independent public accountants (pages 3 - 16). (b) Consent of Arthur Andersen & Co., independent public accountants. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Employees' 401(k) Plan of PriMerit Bank Committee have duly caused this Annual Report to be signed by the undersigned thereunto duly authorized. EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK Date: June 20, 1994 By: /s/ Dan J. Cheever ____________________________ Dan J. Cheever President and Chief Executive Officer 3 EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK 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' 401(k) Plan Committee of PriMerit Bank: We have audited the accompanying statements of net assets available for benefits of the Employees' 401(k) Plan of PriMerit Bank (the plan) as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits 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 net assets available for benefits of the Plan as of December 31, 1993 and 1992, and the changes in net assets available for benefits 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 March 16, 1994 5 EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993
See notes to financial statementsSouthwest Gas Corp Common Core Stock Guaranteed Balanced Equity Account Account Account Account Total ---------- ---------- ---------- ---------- ---------- ASSETS - - ------ Investments, at market value (Notes 2 and 3): Southwest Gas Corporation common stock $ 619,329 $ -- $ -- $ -- $ 619,329 Guaranteed Account -- 1,438,457 -- -- 1,438,457 Balanced Account -- -- 191,610 -- 191,610 Core Equity Account -- -- -- 328,043 328,043 Dreyfus Treasury cash management fund 235 7 6 86 334 ---------- ---------- ---------- ---------- ---------- 619,564 1,438,464 191,616 328,129 2,577,773 Notes receivable (Note 4) -- 42,485 -- 1,500 43,985 Interest receivable 28 23 9 12 72 ---------- ---------- ---------- ---------- ---------- $ 619,592 $1,480,972 $ 191,625 $ 329,641 $2,621,830 ========== ========== ========== ========== ========== LIABILITIES AND PLAN EQUITY - - --------------------------- Excess contributions payable: PriMerit Bank $ 4,013 $ -- $ -- $ -- $ 4,013 Participants (Note 8) 14,838 1,204 15 179 16,236 ---------- ---------- ---------- ---------- ---------- 18,851 1,204 15 179 20,249 Plan equity, at market value (Note 6) 600,741 1,479,768 191,610 329,462 2,601,581 ---------- ---------- ---------- ---------- ---------- $ 619,592 $1,480,972 $ 191,625 $ 329,641 $2,621,830 ========== ========== ========== ========== ========== 6 EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1992
See notes to financial statementsSouthwest Gas Corp Common Core Stock Guaranteed Balanced Equity Account Account Account Account Total ---------- ---------- ---------- ---------- ---------- ASSETS - - ------ Investments, at market value (Notes 2 and 3): Southwest Gas Corporation common stock $ 472,849 $ -- $ -- $ -- $ 472,849 Guaranteed Account -- 1,298,772 -- -- 1,298,772 Balanced Account -- -- 182,523 -- 182,523 Core Equity Account -- -- -- 345,890 345,890 Dreyfus Treasury cash management fund 1,292 10,226 3,599 6,755 21,872 ---------- ---------- ---------- ---------- ---------- 474,141 1,308,998 186,122 352,645 2,321,906 Notes receivable (Note 4) -- 39,134 -- -- 39,134 Interest receivable 12 6 2 3 23 ---------- ---------- ---------- ---------- ---------- $ 474,153 $1,348,138 $ 186,124 $ 352,648 $2,361,063 ========== ========== ========== ========== ========== LIABILITIES AND PLAN EQUITY - - --------------------------- Excess contributions payable: PriMerit Bank $ 1,573 $ -- $ -- $ -- $ 1,573 Participants (Note 8) -- 19,870 1,039 4,898 25,807 ---------- ---------- ---------- ---------- ---------- 1,573 19,870 1,039 4,898 27,380 Plan equity, at market value (Note 6) 472,580 1,328,268 185,085 347,750 2,333,683 ---------- ---------- ---------- ---------- ---------- $ 474,153 $1,348,138 $ 186,124 $ 352,648 $2,361,063 ========== ========== ========== ========== ========== 7 EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993
See notes to financial statementsSouthwest Gas Corp Common Core Stock Guaranteed Balanced Equity Account Account Account Account Total ---------- ---------- ---------- ---------- ---------- Investment income: Dividends $ 27,641 $ -- $ -- $ -- $ 27,641 Interest 351 359 78 127 915 ---------- ---------- ---------- ---------- ---------- 27,992 359 78 127 28,556 ---------- ---------- ---------- ---------- ---------- Realized gain on investments: Aggregate cost 137,585 342,985 77,704 146,099 704,373 Aggregate proceeds 163,879 350,132 81,407 152,518 747,936 ---------- ---------- ---------- ---------- ---------- Net gain 26,294 7,147 3,703 6,419 43,563 ---------- ---------- ---------- ---------- ---------- Unrealized appreciation of investments 48,016 91,133 17,986 30,437 187,572 ---------- ---------- ---------- ---------- ---------- Contributions: PriMerit Bank 189,738 -- -- -- 189,738 Participants -- 352,070 66,165 97,247 515,482 ---------- ---------- ---------- ---------- ---------- 189,738 352,070 66,165 97,247 705,220 ---------- ---------- ---------- ---------- ---------- Distributions to participants and beneficiaries (142,073) (350,132) (72,990) (110,048) (675,243) Administrative expenses (Note 1) (21,770) -- -- -- (21,770) Transfer between funds (36) 50,923 (8,417) (42,470) -- ---------- ---------- ---------- ---------- --------- Net increase (decrease) in plan equity 128,161 151,500 6,525 (18,288) 267,898 Plan equity, beginning of year 472,580 1,328,268 185,085 347,750 2,333,683 ---------- ---------- ---------- ---------- ---------- Plan equity, end of year $ 600,741 $1,479,768 $ 191,610 $ 329,462 $2,601,581 ========== ========== ========== ========== ========== 8 EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1992
See notes to financial statementsSouthwest Gas Corp Common Core Stock Guaranteed Balanced Equity Account Account Account Account Total ---------- ---------- ---------- ---------- ---------- Investment income: Dividends $ 22,227 $ -- $ -- $ -- $ 22,227 Interest 198 169 38 70 475 ---------- ---------- ---------- ---------- ---------- 22,425 169 38 70 22,702 ---------- ---------- ---------- ---------- ---------- Realized gain on investments: Aggregate cost 51,160 150,571 19,604 31,562 252,897 Aggregate proceeds 63,832 155,407 19,147 30,790 269,176 ---------- ---------- ---------- ---------- ---------- Net gain (loss) 12,672 4,836 (457) (772) 16,279 ---------- ---------- ---------- ---------- ---------- Unrealized appreciation of investments 80,062 83,437 10,852 9,884 184,235 ---------- ---------- ---------- ---------- ---------- Contributions: PriMerit Bank 113,519 -- -- -- 113,519 Participants -- 334,542 52,270 87,906 474,718 ---------- ---------- ---------- ---------- ---------- 113,519 334,542 52,270 87,906 588,237 ---------- ---------- ---------- ---------- ---------- Distributions to participants and beneficiaries (38,284) (126,376) (19,147) (30,790) (214,597) Administrative expenses (Note 1) (21,592) -- -- -- (21,592) Transfer between funds -- (32,755) 7,902 24,853 -- ---------- ---------- ---------- ---------- ---------- Net increase in plan equity 168,802 263,853 51,458 91,151 575,264 Plan equity, beginning of year 303,778 1,064,415 133,627 256,599 1,758,419 ---------- ---------- ---------- ---------- ---------- Plan equity, end of year $ 472,580 $1,328,268 $ 185,085 $ 347,750 $2,333,683 ========== ========== ========== ========== ========== 9 EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1991
See notes to financial statementsSouthwest Gas Corp Common Core Stock Guaranteed Balanced Equity Account Account Account Account Total ---------- ---------- ---------- ---------- ---------- Investment income: Dividends $ 26,854 $ -- $ -- $ -- $ 26,854 Interest 273 171 19 30 493 ---------- ---------- ---------- ---------- ---------- 27,127 171 19 30 27,347 ---------- ---------- ---------- ---------- ---------- Realized gain on investments: Aggregate cost 54,040 171,679 12,904 29,718 268,341 Aggregate proceeds 49,490 176,645 13,649 33,545 273,329 ---------- ---------- ---------- ---------- ---------- Net gain (loss) (4,550) 4,966 745 3,827 4,988 ---------- ---------- ---------- ---------- ---------- Unrealized appreciation (depreciation) of investments (63,347) 70,134 24,253 44,871 75,911 ---------- ---------- ---------- ---------- ---------- Contributions: PriMerit Bank 88,738 -- -- -- 88,738 Participants -- 330,547 37,692 63,071 431,310 ---------- ---------- ---------- ---------- ---------- 88,738 330,547 37,692 63,071 520,048 ---------- ---------- ---------- ---------- ---------- Distributions to participants and beneficiaries (44,927) (106,890) (10,408) (30,947) (193,172) Administrative expenses (Note 1) (9,728) -- -- -- (9,728) Transfer between funds (1,099) (44,821) 2,360 43,560 -- ---------- ---------- ---------- ---------- ---------- Net increase (decrease) in plan equity (7,786) 254,107 54,661 124,412 425,394 Plan equity, beginning of year 311,564 810,308 78,966 132,187 1,333,025 ---------- ---------- ---------- ---------- ---------- Plan equity, end of year $ 303,778 $1,064,415 $ 133,627 $ 256,599 $1,758,419 ========== ========== ========== ========== ========== 10 NOTE 1: DESCRIPTION OF PLAN The following description of the Employees' 401(k) Plan (the Plan) of PriMerit Bank (the Bank) provides summary information regarding the Plan. General - - ------- Effective January 1, 1988 the Bank offered to all its eligible employees participation in a voluntary defined contribution plan. All employees who were employed by the Bank on January 1, 1988 and who were at least age 21 on that date became participants on January 1, 1988. An employee hired after that date or reaching age 21 after that date is eligible to participate in the Plan on the applicable entry date on or following the date on which the employee reaches age 21 and has completed one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions - - ------------- Participants may contribute from one percent to ten percent of their annual wages, including bonuses, overtime pay and commissions. During 1993, the Bank's contribution was 50 percent of participants contributions not exceeding 3 percent of a participant's annual wages. During 1992 and 1991, the Bank contributed 25 percent of a participant's contributions not exceeding 1.5 percent of a participant's annual wages. All of the Bank's contributions are invested in Southwest Gas Corporation (Southwest) common stock. The Bank is a wholly owned subsidiary. Vesting - - ------- Participants are immediately 100 percent vested in their voluntary contributions plus actual earnings thereon. Vesting in the contributions made by the Bank and in any earnings thereon is determined based on years of service with the Bank as follows: Years of Service Vested Percentage ---------------- ----------------- 1 0% 2 20% 3 40% 4 60% 5 80% 6 or more 100% A participant will receive a year of service if the participant has worked at least 1000 hours in a Plan year. 11 Withdrawals from the Plan - - ------------------------- The Plan permits distributions from participants' accounts when any of the following events occur: (1) participant reaches normal or deferred retirement age; (2) participant becomes permanently disabled while employed by the Bank; (3) participant dies while employed by the Bank; (4) participant terminates employment with the Bank; (5) participant qualifies under a hardship withdrawal or a loan to withdraw amounts from the Plan and (6) the Bank terminates the Plan. All distributions from the Plan, except hardship withdrawals and loans, less than $3,500 will be paid in a single lump sum, while distributions greater than $3,500 from the Plan are made in the form of a annuity contract. A participant, or their beneficiary, may elect to waive the annuity form of distribution in favor of a single lump sum. Distributions, other than hardship withdrawals and loans, will be paid shortly after the end of the Plan year (or sooner, if administratively convenient) in the form selected by the participant or beneficiary. Plan Expenses - - ------------- Plan expenses were paid by the Plan via participants' forfeitures with the Bank paying any excess. Plan Administration - - ------------------- Bank of America acts as the trustee and the Bank is the administrator for all activities of the Plan. NOTE 2: VALUATION OF INVESTMENTS - - --------------------------------- All investments of the Plan are stated at quoted market value. The units of participation in the Guaranteed, Balanced and Core Equity accounts are valued based upon original cost plus accumulated net interest income and changes in value of the underlying investments. NOTE 3: ACCOUNT DESCRIPTIONS - - ----------------------------- A description of the Plan accounts is as follows: SOUTHWEST COMMON STOCK ACCOUNT - The Bank's contributions are invested in common stock of its parent. At December 31, 1993, the Plan holds 38,708 shares of Southwest Gas common stock. GUARANTEED ACCOUNT - The account invests primarily in high-quality bonds and mortgages. The assets of the account are backed by the general assets of The Lincoln National Life Insurance Company (Lincoln Life) and are invested the same way as Lincoln Life's general investment account. The account guarantees principal, a minimum rate of return and a current interest crediting rate. At December 31, 1993, the Plan holds 1,121,460 units of the Guaranteed Account. 12 BALANCED ACCOUNT - The account invests in a combination of stocks, bonds and money market instruments. At December 31, 1993, the Plan holds 58,539 units of the Balanced Account. CORE EQUITY ACCOUNT - The account invests primarily in large capitalization stocks of well-established companies. At December 31, 1993, the Plan holds 66,092 units of the Core Equity Account. Lincoln National Investment Management Company (LNIMC) serves as the primary investment advisor for the Guaranteed, Balanced and Core Equity Accounts. The Guaranteed and Balanced Accounts are managed by LNIMC. The Core Equity Account is managed by Vantage Global Advisors. Participants' contributions can be divided among the three investment options. The number of employees participating in each account during the three years ended December 31, are as follows: Southwest Common Core Stock Guaranteed Balanced Equity Year Account Account Account Account ---- --------- ---------- -------- ------- 1993 366 335 134 146 1992 345 331 127 135 1991 292 275 91 105 The total number of employees eligible to participate and the number participating in the Plan during each of the three years ended December 31, are as follows: Year Eligible Participating Not Participating ---- -------- ------------- ----------------- 1993 684 366 318 1992 598 345 253 1991 525 292 233 NOTE 4: NOTES RECEIVABLE - - ------------------------- The Plan provides that participants may borrow against the balances in their accounts, subject to certain limitations specified in the Plan. Funds for loans are obtained through liquidation of participants' investment accounts. Payments on the loans include interest at a rate at or above the prime interest rate. NOTE 5: DISTRIBUTIONS AND FORFEITURES - - -------------------------------------- The balances in the accounts of participating employees in Southwest common stock who withdrew from the Plan and the amounts 13 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, were as follows: 1993 ---- Cost Market --------- --------- Balance in employees' account before withdrawals $ 162,273 $ 190,359 Cash and securities disbursed in settlement thereof (142,481) (167,253) --------- --------- Balances forfeited - non-vested portion $ 19,792 $ 23,106 ========= ========= 1992 ---- Cost Market --------- --------- Balance in employees' account before withdrawals $ 64,036 $ 80,888 Cash and securities disbursed in settlement thereof (56,331) (71,228) --------- --------- Balances forfeited - non-vested portion $ 7,705 $ 9,660 ========= ========= 1991 ---- Cost Market --------- --------- Balance in employees' account before withdrawals $ 48,127 $ 42,407 Cash and securities disbursed in settlement thereof (40,887) (36,358) --------- --------- Balances forfeited - non-vested portion $ 7,240 $ 6,049 ========= ========= NOTE 6: PLAN EQUITY - - -------------------- Plan equity at December 31, 1993 and 1992 includes withdrawing participants' accounts with aggregate market value of $273,934 and $166,050, respectively. These amounts became payable subsequent to year end. At December 31, 1993, the trustee held for the Plan the following: Southwest Common Core Stock Guaranteed Balanced Equity Account Account Account Account ---------- ---------- ---------- ---------- Shares or units held by the trustee 38,708 1,121,460 58,539 66,092 ========== ========== ========== ========== Market value per share or unit $ 16.00 $ 1.28 $ 3.27 $ 4.96 ========== ========== ========== ========== Average unrealized market appreciation per unit $ 2.25 $ .08 $ .35 $ .51 ========== ========== ========== ========== The average unrealized market appreciation per unit is not necessarily the same as the unrealized market appreciation per unit of a particular participant. Each participant's average unrealized market appreciation per share or 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. 14 NOTE 7: PLAN TERMINATION - - ------------------------- Although the Bank expects to continue the Plan indefinitely, it reserves the right to amend or terminate the Plan at any time. Upon termination or complete discontinuance of contributions to the Plan, the participants will become 100 percent vested in all Bank contributions already allocated to participants' accounts. NOTE 8: FEDERAL INCOME TAXES - - ----------------------------- The Bank has received a favorable determination letter from the Internal Revenue Service stating that the Plan, effective March 19, 1992, qualifies for deferred tax treatment of contribution under Section 401(k) of the Internal Revenue Code. The Internal Revenue Code requires that the Plan, on an annual basis, meet certain average deferral percentage tests in order to maintain its qualified plan status. At December 31, 1993 and 1992, the Plan did not comply with the average deferral percentage tests. In order to retain its qualified plan status, the Plan returned deferrals of $1,398 and $25,807 to participants for the years ended December 31, 1993 and 1992, respectively, and returned $14,838 of the Bank's contributions to participants for the year ended December 31, 1993. In addition, $4,013 and $1,573 of the Bank's contributions were returned to the Bank for the years ended December 31, 1993 and 1992, respectively. NOTE 9: SUBSEQUENT EVENT - - ------------------------- At the Bank's March 1, 1994 Board of Directors' meeting the Board approved increasing the Bank's 401(k) Plan match to 100 percent of a participant's contributions not exceeding 6 percent of the participant's annual wages. In addition, the Board approved (1) increasing the maximum contribution percentage from 10 percent of annual wages to 15 percent of annual wages; (2) adding two additional investment alternatives - a government/corporate bond account and a large capitalization account and (3) amending the Plan document due to certain changes in the Internal Revenue Code. The changes are effective April 1, 1994. 15 SCHEDULE I EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK SCHEDULE OF INVESTMENTS ITEM 27a HELD AT DECEMBER 31, 1993 Shares/Units Cost Value ------------ ---------- ---------- Southwest Common Stock Account 38,708 $ 568,841 $ 619,329 Guaranteed Account 1,121,460 $1,348,142 $1,438,457 Balanced Account 58,539 $ 173,621 $ 191,610 Core Equity Account 66,092 $ 297,719 $ 328,043 Dreyfus Treasury Cash Management Fund 334 $ 334 $ 334 16 SCHEDULE II EMPLOYEES' 401(k) PLAN OF PRIMERIT BANK SCHEDULE OF REPORTABLE TRANSACTIONS ITEM 27d FOR THE YEAR ENDED DECEMBER 31, 1993
Purchases Sales ---------------------------- ------------------------------------------------------ Number of Number of Original Gain Description Transactions Cost Transactions Proceeds Cost (Loss) - - --------------------- ------------ ---------- ------------ ---------- ---------- ------ Guaranteed Account 10 $ 205,100 4 $ 163,730 $ 160,388 $3,342 Dreyfus Treasury Cash Management Fund 133 $1,242,293 123 $1,263,915 $1,263,915 --
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. 33-35737. ARTHUR ANDERSEN & CO. Las Vegas, Nevada June 24, 1994