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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 26, 2001
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 and Regulation FD Disclosure
Southwest Gas Corporation (Southwest) and certain of its current and former
directors have reached a settlement in principle with the named shareholder
plaintiffs in the Klein class action pending in U.S. District Court for the
Southern District of California (Case No. 99 cv 1891-L (JAH)). The settlement in
principle, which is subject to final court approval, will include a class of all
holders and purchasers of Southwest stock at any time from December 14, 1998
through January 21, 2000.
According to the terms of the settlement, Southwest shareholders will support
Southwest in its claims against Southern Union Company (Southern Union) and
ONEOK, Inc. (ONEOK) in litigation currently pending in federal court in Arizona
(Arizona Litigation). The Arizona Litigation relates to the terminated
acquisition of Southwest by ONEOK and the rejection by Southwest of competing
offers from Southern Union.
The settlement also provides, among other things, that Southwest shareholder
class members will receive one of the following payments upon the first
occurrence of any of these contingent events: (i) $22 million if Southwest
enters into a business combination with a third party within 36 months; (ii) 50
percent of the first $54 million of any recovery from Southern Union or ONEOK by
Southwest, after litigation expenses; or, (iii) $9.5 million, from Southwest's
insurers if within 36 months neither of the two previous events have occurred.
The settlement also includes full mutual releases and the payment of $7 million
of attorney's fees for the shareholder class to be paid by Southwest's insurers.
Notices will be sent to shareholders in early August detailing the settlement.
Shareholders will have one month to respond. If shareholders agree to the
settlement, final court approval will be sought in the third quarter of 2001.
This filing may contain statements which constitute "forward-looking statements"
within the meaning of the Securities Litigation Reform Act of 1995 (Reform Act).
All such forward-looking statements are intended to be subject to the safe
harbor protection provided by the Reform Act. A number of important factors
affecting the business and financial results of Southwest could cause actual
results to differ materially from those stated in the forward-looking
statements. These factors include, but are not limited to, the impact of weather
variations on customer usage, natural gas prices, the effects of
regulation/deregulation, the timing and amount of rate relief, changes in
capital requirements and funding, resolution of pending litigation,
acquisitions, and competition.
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 31, 2001 /s/ ROY R. CENTRELLA
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Roy R. Centrella
Controller