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): August 20, 2003
SOUTHWEST GAS CORPORATION | SOUTHWEST GAS CAPITAL II |
(Exact names of registrant and co-registrant as specified in their charters)
| |
| California | | Delaware |
(State of incorporation or organization) | | (State of incorporation or organization) |
| |
| 1-7850 | | 1-7850 |
(Commission File Number) | | (Commission File Number) |
| |
| 88-0085720 | | Applied for |
| (I.R.S. Employer Identification No.) | | (I.R.S. Employer Identification No.) |
c/o Southwest Gas Corporation
5241 Spring Mountain Road
Las Vegas, Nevada 89150
(Address and zip code of principal executive offices)
Registrant’s telephone number, including area code: (702) 876-7237
ITEM 5. Other Events and Regulation FD Disclosure.
On August 20, 2003, Southwest Gas Corporation (the “Company”) and Southwest Gas Capital II (the “Trust”) completed the pricing for an offering of the Trust’s 4,000,000 7.70% Preferred Trust Securities (liquidation amount $25 per Preferred Trust Security) (the “Preferred Trust Securities”) with respect to the Registration Statement on Form S-3 (File Nos. 333-106419 and 333-106419-03). The following exhibits are filed in connection therewith.
ITEM 7. Financial Statements and Exhibits.
1.01 | | Underwriting Agreement dated August 20, 2003, by and among the Company, the Trust, and the underwriters named therein. |
4.09 | | Form of Amended and Restated Trust Agreement dated as of August 25, 2003 of the Trust. |
4.13 | | Form of Guarantee Agreement dated as of August 25, 2003 with respect to the Preferred Trust Securities. |
4.14 | | Form of Indenture dated as of August 25, 2003 with respect to the 7.70% Junior Subordinated Debentures of the Company. |
4.16 | | Form of Preferred Trust Security (included in Exhibit 4.09 hereto). |
4.17 | | Form of 7.70% Junior Subordinated Debenture (included in Exhibit 4.14 hereto). |
5.01 | | Opinion of O’Melveny & Myers LLP with respect to the validity of the 7.70% Junior Subordinated Debentures and the Guarantee Agreement with respect to the Preferred Trust Securities. |
5.02 | | Opinion of Richards, Layton & Finger, P.A. with respect to the validity of the Preferred Trust Securities. |
8.01 | | Opinion of O’Melveny & Myers LLP with respect to certain tax matters for the Preferred Trust Securities. |
23.02 | | Consent of O’Melveny & Myers (included in Exhibit 5.01). |
23.03 | | Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.02). |
23.04 | | Consent of O’Melveny & Myers LLP (included in Exhibit 8.01). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
SOUTHWEST GAS CORPORATION as Sponsor of the Registrant |
|
/s/ EDWARD A. JANOV
|
Edward A. Janov Vice President/Finance |
|
| SOUTHWEST GAS CAPITAL II |
|
/s/ ROBERT M. JOHNSON
|
| Robert M. Johnson, Trustee |
Date: August 22, 2003
EXHIBIT INDEX
Exhibit
No.
| | Description
|
1.01 | | Underwriting Agreement dated August 20, 2003, by and among the Company, the Trust, and the underwriters named therein. |
4.09 | | Form of Amended and Restated Trust Agreement dated as of August 25, 2003 of the Trust. |
4.13 | | Form of Guarantee Agreement dated as of August 25, 2003 with respect to the Preferred Trust Securities. |
4.14 | | Form of Indenture dated as of August 25, 2003 with respect to the 7.70% Junior Subordinated Debentures of the Company. |
4.16 | | Form of Preferred Trust Security (included in Exhibit 4.09 hereto). |
4.17 | | Form of 7.70% Junior Subordinated Debenture (included in Exhibit 4.14 hereto). |
5.01 | | Opinion of O’Melveny & Myers LLP with respect to the validity of the 7.70% Junior Subordinated Debentures and the Guarantee Agreement with respect to the Preferred Trust Securities. |
5.02 | | Opinion of Richards, Layton & Finger, P.A. with respect to the validity of the Preferred Trust Securities. |
8.01 | | Opinion of O’Melveny & Myers LLP with respect to certain tax matters for the Preferred Trust Securities. |
23.02 | | Consent of O’Melveny & Myers (included in Exhibit 5.01). |
23.03 | | Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.02). |
23.04 | | Consent of O’Melveny & Myers LLP (included in Exhibit 8.01). |
