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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 19, 1999
SOUTHWEST GAS CORPORATION
(Exact name of registrant as specified in its charter)
California 1-7850 88-0085720
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
5241 Spring Mountain Road
Post Office Box 98510
Las Vegas, Nevada 89193-8510
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 876-7237
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Item 5. Other Events
On July 19, 1999, Southern Union Company filed a complaint in the United States
District Court of Arizona (Civ '99 1294 PHX ROS) alleging that Southwest Gas
Corporation (the Company), Michael O. Maffie, President and Chief Executive
Officer of the Company, Thomas Hartley, Chairman of the Board of the Company,
and Thomas Sheets, Vice President/General Counsel of the Company, ONEOK, Inc.,
Gene Dubay, President and Chief Operating Officer of Kansas Gas Service, a
division of ONEOK, John Gaberino, Senior Vice President and General Counsel of
ONEOK, James Irvin, a Commissioner of the Arizona Corporation Commission, and
Jack Rose, a resident of the State of Arizona, have conspired to block the
Company's shareholders from voting upon Southern Union's offer to acquire the
Company and to ensure that the Company's Board of Directors would approve and
recommend to shareholders the ONEOK offer in violation of state and federal
criminal laws. The Complaint further alleges that the defendants, other than the
Company, intentionally interfered with business relationships between the
Company and Southern Union, and tortiously interfered with contractual
relationships of the Company and Southern Union. The Complaint repeats
allegations previously made by Southern Union in its complaint in intervention
filed against the Company in the shareholder class action in California. In
addition, Southern Union alleges that the Company's proxy statement dated
June 30, 1999 and the Company's press releases concerning Southern Union's
ability to obtain regulatory approvals for its proposed merger with the Company
are false and misleading.
Southern Union seeks damages in an amount not less than $750,000,000 to be
trebled for the alleged violations of state and federal criminal law,
compensatory damages in an amount not less than $750,000,000, plus interest,
rescission of the confidentiality and standstill agreement between the Company
and Southern Union and punitive damages.
On July 19, 1999, Southern Union also filed a motion to vacate the preliminary
injunction issued by the Northern District of Oklahoma in May 1999 on the basis
of the same allegations contained in the Arizona Complaint. Southern Union's
motion was denied on July 23, 1999 on the grounds that the court lacked
jurisdiction to consider Southern Union's motion.
On July 22, 1999, Southern Union filed a motion to amend its answer in the
Nevada federal action and assert counterclaims against the Company. The
counterclaims mirror the counterclaims filed by Southern Union in the California
action and the contractual claims asserted by Southern Union in the Arizona
action.
On July 22, 1999, ONEOK requested that hearings on the recommendation of the
staff of the Arizona Corporation Commission and the Arizona Residential Utility
Consumer Office on the terms and conditions governing the approval of the merger
of the Company and ONEOK be postponed to September 1st in order to give ONEOK an
opportunity to respond to Southern Union's allegations. The Arizona Corporation
Commission granted this request. A public hearing on the joint recommendation of
the staff of the California Public Utilities Commission and the California
Office of Ratepayer Advocates that the merger between the Company and ONEOK be
approved is scheduled for August 2, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOUTHWEST GAS CORPORATION
Date: July 30, 1999 /s/ EDWARD A. JANOV
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Edward A. Janov
Vice President/Controller and
Chief Accounting Officer