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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
COMMISSION FILE NUMBER 1-7850
SOUTHWEST GAS CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 88-0085720
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5241 SPRING MOUNTAIN ROAD
POST OFFICE BOX 98510
LAS VEGAS, NEVADA 89193-8510
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (702) 876-7237
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $1 par value New York Stock Exchange, Inc.
Pacific Stock Exchange, Inc.
9.125% Trust Originated Preferred Securities New York Stock Exchange, Inc.
Pacific Stock Exchange, Inc.
Stock Purchase Rights New York Stock Exchange, Inc.
Pacific Stock Exchange, Inc.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
AGGREGATE MARKET VALUE OF THE VOTING STOCK
HELD BY NONAFFILIATES OF THE REGISTRANT:
$593,172,077 at March 14, 2000
THE NUMBER OF SHARES OUTSTANDING OF COMMON STOCK:
Common Stock, $1 Par Value, 31,219,583 shares as of March 14, 2000
DOCUMENTS INCORPORATED BY REFERENCE
DESCRIPTION PART INTO WHICH INCORPORATED
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Annual Report to Shareholders for the Parts I, II, and IV
Year Ended December 31, 1999
Proxy Statement dated March 31, 2000 Part III
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TABLE OF CONTENTS
PART I
PAGE
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ITEM 1. BUSINESS............................................................. 1
Natural Gas Operations............................................... 1
General Description............................................... 1
Rates and Regulation.............................................. 2
Recent Regulatory and Legislative Developments.................... 3
Competition....................................................... 4
Demand for Natural Gas............................................ 4
Natural Gas Supply................................................ 5
Environmental Matters............................................. 6
Employees......................................................... 6
Construction Services................................................ 6
ITEM 2. PROPERTIES .......................................................... 7
ITEM 3. LEGAL PROCEEDINGS.................................................... 9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................. 11
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.................................................. 11
ITEM 6. SELECTED FINANCIAL DATA.............................................. 11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS............................................ 11
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........... 11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.......................... 11
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE............................................. 11
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................... 12
ITEM 11. EXECUTIVE COMPENSATION............................................... 13
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ...... 13
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................... 13
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K .... 13
List of Exhibits..................................................... 15
SIGNATURES ..................................................................... 19
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PART I
ITEM 1. BUSINESS
The registrant, Southwest Gas Corporation (the Company), is incorporated
under the laws of the State of California effective March 1931. 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.
The Company is principally engaged in the business of purchasing,
transporting, and distributing natural gas to residential, commercial, and
industrial customers in geographically diverse portions of Arizona, Nevada, and
California (Southwest or the natural gas operations segment).
In April 1996, the Company acquired all of the outstanding stock of
Northern Pipeline Construction Co. (Northern or the construction services
segment) pursuant to a definitive agreement dated November 1995. The
construction services segment provides utility companies with trenching and
installation, replacement, and maintenance services for energy distribution
systems.
In July 1996, the Company completed the sale of the assets and liabilities
of PriMerit Bank, Federal Savings Bank, a wholly owned subsidiary, to Norwest
Corporation. The financial services activities are designated as discontinued
operations for consolidated financial reporting purposes.
Financial information with respect to industry segments is included in
Note 12 of the Notes to Consolidated Financial Statements which is included in
the 1999 Annual Report to Shareholders and is incorporated herein by reference.
In December 1998, the Board of Directors of the Company had announced an
agreement for the Company to be acquired by ONEOK, Inc. (ONEOK). The transaction
was subject to customary conditions, including approvals from the Company's
shareholders and state regulators in Nevada, Arizona, and California.
The shareholders and Nevada regulators approved the merger agreement
during the summer of 1999. However, the staff of the Arizona Corporation
Commission (ACC) issued a report in January 2000 indicating they were unable to
recommend approval of the merger due to concerns about ONEOK's actions and
fitness to serve in Arizona. On January 18, 2000, the Company sent a letter to
ONEOK demanding that ONEOK cure the deficiencies identified in the ACC staff
report. On January 21, 2000, ONEOK responded to the Company's January 18th
letter and stated that it was terminating the merger agreement with the Company.
(See ITEM 3. LEGAL PROCEEDINGS herein for information concerning the status of
litigation related to the proposed merger and Note 14 of the Notes to
Consolidated Financial Statements, which is included in the 1999 Annual Report
to Shareholders and incorporated herein by reference, for additional background
information on the now terminated merger.)
NATURAL GAS OPERATIONS
GENERAL DESCRIPTION
Southwest is subject to regulation by the ACC, the Public Utilities
Commission of Nevada (PUCN), and the California Public Utilities Commission
(CPUC). These commissions regulate public utility rates, practices, facilities,
and service territories in their respective states. The CPUC also regulates the
issuance of all securities by the Company, with the exception of short-term
borrowings. Certain accounting practices, transmission facilities, and rates are
subject to regulation by the Federal Energy Regulatory Commission (FERC).
Southwest purchases, transports, and distributes natural gas to 1,274,000
residential, commercial, and industrial customers in geographically diverse
portions of Arizona, Nevada, and California. There were 65,000 customers added
to the system during 1999.
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The table below lists the percentage of Southwest operating margin
(operating revenues less net cost of gas) by major customer class for the years
indicated:
RESIDENTIAL AND OTHER
FOR THE YEAR ENDED SMALL COMMERCIAL SALES CUSTOMERS TRANSPORTATION
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December 31, 1999 83% 4% 13%
December 31, 1998 84 5 11
December 31, 1997 83 5 12
Southwest is not dependent on any one or a few customers to the extent
that the loss of any one or several would have a significant adverse impact on
earnings.
Transportation of customer-secured gas to end-users on the Southwest
system accounted for 53 percent of total system throughput in 1999. Although the
volumes were significant, these customers provide a much smaller proportionate
share of operating margin. In 1999, customers who utilized this service
transported 119 million dekatherms.
The demand for natural gas is seasonal. Variability in weather from normal
temperatures can materially impact results of operations. It is the opinion of
management that comparisons of earnings for interim periods do not reliably
reflect overall trends and changes in Southwest operations. Also, earnings for
interim periods can be significantly affected by the timing of general rate
relief.
RATES AND REGULATION
Rates that Southwest is authorized to charge its distribution system
customers are determined by the ACC, PUCN, and CPUC in general rate cases and
are derived using rate base, cost of service, and cost of capital experienced in
a historical test year, as adjusted in Arizona and Nevada, and projected for a
future test year in California. The FERC regulates the northern Nevada
transmission and liquefied natural gas (LNG) storage facilities of Paiute
Pipeline Company (Paiute), a wholly owned subsidiary, and the rates it charges
for transportation of gas directly to certain end-users and to various local
distribution companies (LDCs). The LDCs transporting on the Paiute system are:
Sierra Pacific Power Company (serving Reno and Sparks, Nevada), Avista Utilities
(serving South Lake Tahoe, California), and Southwest Gas Corporation (serving
North Lake Tahoe, California and various locations throughout northern Nevada).
Rates charged to customers vary according to customer class and rate
jurisdiction and are set at levels allowing for the recovery of all prudently
incurred costs, including a return on rate base sufficient to pay interest on
debt, preferred securities distributions, and a reasonable return on common
equity. Rate base consists generally of the original cost of utility plant in
service, plus certain other assets such as working capital and inventories, less
accumulated depreciation on utility plant in service, net deferred income tax
liabilities, and certain other deductions. Rate schedules in all of the
Southwest service areas contain purchased gas adjustment (PGA) clauses, which
allow Southwest to file for rate adjustments as the cost of purchased gas
changes. Generally, tariffs in Nevada and California service territories provide
for annual adjustment dates for changes in purchased gas costs. However,
Southwest may request to adjust its rates more often than once each year, if
conditions warrant. In Arizona, beginning in June 1999, Southwest adjusts its
rates monthly for changes in purchased gas costs. PGA rate changes affect cash
flows but have no direct impact on profit margin. Filings to change rates in
accordance with PGA clauses are subject to audit by state regulatory commission
staffs. Information with respect to recent PGA filings is included in the Rates
and Regulatory Proceedings section of Management's Discussion and Analysis
(MD&A), which is included in the 1999 Annual Report to Shareholders.
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The table below lists the docketed general rate filings last initiated
and/or completed within each ratemaking area:
MONTH
FINAL RATES
RATEMAKING AREA TYPE OF FILING MONTH FILED EFFECTIVE
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Arizona........................ General rate case November 1996 September 1997
California:
Northern.................... Operational attrition November 1997 January 1998
Southern.................... General rate case January 1994 January 1995
Nevada:
Northern and Southern....... General rate case December 1995 July 1996
FERC:
Paiute...................... General rate case July 1996 January 1997
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RECENT REGULATORY AND LEGISLATIVE DEVELOPMENTS
Nevada
In 1997, the Nevada Legislature passed, and the Governor signed into law,
Assembly Bill (AB) 366. AB 366 provides the statutory framework for
restructuring both the natural gas and electric industries in the State of
Nevada to allow competition. The legislature left most of the decision making on
restructuring to the PUCN. In addition to several organizational changes, AB 366
required the PUCN to create an alternative plan of regulation by July 1, 1998.
During 1998, the PUCN issued two natural gas-related restructuring orders.
The orders identified the distinct components of natural gas service and
established the procedures to request that a component of service be declared
potentially competitive. In 1999, the PUCN continued the restructuring effort by
adopting regulations for licensing requirements and fees for alternate sellers.
Large commercial and industrial customers who currently have competitive gas
supply purchase options can continue to be served by non-utility gas suppliers
if the suppliers obtain a license from the PUCN to provide discretionary
services. To date, three applications for discretionary service licensing have
been approved. No party has come forward to register as a provider of
competitive natural gas services or to request any utility services currently
provided by Southwest be declared potentially competitive. Further issues such
as unbundling of rates, licensing of alternative sellers, and recovery of
stranded costs have not yet been decided by the PUCN.
During the 1999 legislative session, the Nevada Legislature passed, and
the Governor signed into law, Senate Bill (SB) 438. SB 438 further refines the
statutory framework for restructuring established in 1997 by Assembly Bill 366.
The recent legislation did not specifically address the natural gas industry.
California
The CPUC continued its investigation, initiated in late 1997, to further
reform the California natural gas industry. The focus of the investigation is to
examine options to promote greater competition in the offering of gas commodity,
transmission, storage, balancing, and other services for all customers of
regulated natural gas utilities. Reports from working groups to examine the
options and evaluate statewide consistency were submitted to the CPUC in August
1998. Hearings on various settlement proposals and the options are scheduled for
the first quarter of 2000. In addition, legislation adopted in 1999 established
the incumbent utility as the provider of last resort and the provider of
safety-related services under any restructuring that the CPUC might adopt.
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Arizona
In July 1998, Southwest filed a proposal that would provide all customers
with the option of choosing their own gas suppliers. This filing was made as a
response to its prior agreement in the 1997 Arizona rate case settlement to
expand the eligibility for customers to qualify for transportation service. The
filing was indefinitely suspended to allow gas marketers and other interested
parties additional time to study the proposal. During 1999, Southwest received
ACC approval to allow for core aggregation transportation. Core aggregation
provides qualifying customers with multiple meters the opportunity to aggregate
their volumes and receive transportation service. There is currently one
customer with over 80 individual meters taking advantage of this service.
Southwest will continue to work with the ACC to accomplish the goals of natural
gas restructuring in the state of Arizona.
COMPETITION
Electric utilities are Southwest's principal competitors for the
residential and small commercial markets throughout its service areas.
Competition for space heating, general household, and small commercial energy
needs generally occurs at the initial installation phase when the
customer/builder typically makes the decision as to which type of equipment to
install and operate. The customer will generally continue to use the chosen
energy source for the life of the equipment. As a result of its success in these
markets, Southwest has experienced consistent growth among the residential and
small commercial customer classes.
Unlike residential and small commercial customers, certain large
commercial, industrial, and electric generation customers have the capability to
switch to alternative energy sources. Southwest has been successful in retaining
these customers by setting rates at levels competitive with alternative energy
sources such as electricity, fuel oils, and coal. As a result, management does
not anticipate any material adverse impact on its operating margin from fuel
switching.
Southwest continues to compete with interstate transmission pipeline
companies, such as El Paso Natural Gas Company (El Paso), Kern River Gas
Transmission Company (Kern River), and Tuscarora Gas Transmission Company, to
provide service to large end-users. End-use customers located in close proximity
to these interstate pipelines pose a potential bypass threat and, therefore,
require Southwest to closely monitor each customer situation and provide
competitive service in order to retain the customer.
Southwest has maintained an intensive effort to mitigate these competitive
threats through the use of negotiated transportation contract rates, special
long-term contracts with electric generation and cogeneration customers, and new
tariff programs. One such program provides an opportunity for potential bypass
customers in Arizona to purchase natural gas-related services as a bundled
package, including the procurement of gas supply. Southwest enters into gas
supply contracts for eligible customers, which are not included in its system
supply portfolio, and provides nomination and balancing services on behalf of
the customer. This program, as well as other competitive response initiatives
and otherwise competitive rates, has helped mitigate the financial impact from
the threat of bypass and the potential loss of margin currently earned from
large customers.
DEMAND FOR NATURAL GAS
Deliveries of natural gas by Southwest are made under a priority system
established by each regulatory commission having jurisdiction over Southwest.
The priority system is intended to ensure that the gas requirements of
higher-priority customers, primarily residential customers and nonresidential
customers who use 500 therms of gas per day or less, are fully satisfied on a
daily basis before lower-priority customers, primarily electric utility and
large industrial customers able to use alternative fuels, are provided any
quantity of gas or capacity.
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Demand for natural gas is greatly affected by temperature. On cold days,
use of gas by residential and commercial customers may be as much as eight times
greater than on warm days because of increased use of gas for space heating. To
fully satisfy this increased high-priority demand, gas is withdrawn from
storage, or peaking supplies are purchased from suppliers. If necessary, service
to interruptible lower-priority customers may be curtailed to provide the needed
delivery system capacity. Southwest maintains no backlog on its orders for gas
service.
NATURAL GAS SUPPLY
Southwest is responsible for acquiring (purchasing) and arranging delivery
of (transporting) natural gas to its system for all sales customers. Southwest
believes that natural gas supplies and pipeline capacity for transportation will
remain plentiful and readily available.
The primary objective of Southwest with respect to gas supply is to ensure
that adequate, as well as economical, supplies of natural gas are available from
reliable sources. Gas is acquired from a wide variety of sources and a mix of
purchase provisions, including spot market purchases and firm supplies over
short-term and longer-term durations. During 1999, Southwest acquired gas
supplies from approximately 60 suppliers. This practice provides security
against nonperformance by any one supplier.
Balancing reliable supply assurances with the associated costs results in
a continually changing mix of purchase provisions within the supply portfolios.
To address the unique requirements of its various market areas, Southwest
assembles and administers separate natural gas supply portfolios for each of its
jurisdictional areas. All natural gas purchases, firm and spot market, are made
in a competitive bid environment. California purchases are pursuant to both
index-based and fixed-price firm pricing arrangements as well as daily spot
market purchases. For the Nevada and Arizona portfolios, the majority of
purchases involve index-based firm pricing arrangements. However, at the
direction of the respective state regulatory commissions, a portion of the firm
supplies are contracted on a fixed-price basis. This process allows Southwest to
acquire gas at current market prices with some mitigation of price volatility.
In managing its gas supply portfolio, Southwest does not currently utilize
stand-alone derivative financial instruments, but may do so in the future to
hedge against possible price increases and help mitigate the regulatory risk of
a gas cost disallowance during periods of rising prices. Any such change would
be undertaken only with regulatory commission authorization.
Natural gas prices have historically demonstrated seasonal trends with
higher prices in the winter heating season and lower prices during the summer or
off-peak consumption period. However, the increased use of natural gas for
electric power generation, with power generation loads in the west generally
peaking during the summer, appears to be shrinking the historical winter/summer
price differentials.
Gas supplies for the southern system of Southwest (Arizona, southern
Nevada, and southern California properties) are primarily obtained from
producing regions in New Mexico (San Juan basin), Texas (Permian basin), and
Rocky Mountain areas. For its northern system (northern Nevada and northern
California properties), Southwest primarily obtains gas from Rocky Mountain
producing areas and from Canada.
Southwest arranges for transportation of gas to its Arizona, Nevada, and
California service territories through the pipeline systems of El Paso, Kern
River, Northwest Pipeline Corporation, and Southern California Gas Company.
Supply and pipeline capacity availability on both short- and long-term bases are
continually monitored by Southwest to ensure the continued reliability of
service to its customers. Southwest currently receives firm transportation
service, both on a short- and long-term basis, for all of its service
territories on the four pipeline systems noted above, and has interruptible
contracts in place that allow additional capacity to be acquired as needed.
The current level of contracted firm interstate capacity is sufficient to
serve each of the service territories. As the need arises to acquire additional
capacity on one of the interstate pipeline transmission systems, primarily due
to customer growth, Southwest considers available options to obtain the
capacity, either through the use of firm contracts with a pipeline company or by
purchasing capacity on the open market. While firm contracts provide stability
and guaranteed rights to capacity, they are generally a more expensive
alternative.
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Southwest continues to evaluate natural gas storage as an option to enable
it to take advantage of daily and seasonal natural gas price differentials and
as a resource to help meet both projected and unanticipated peak-day
requirements of its rapidly growing customer base.
ENVIRONMENTAL MATTERS
Federal, state, and local laws and regulations governing the discharge of
materials into the environment have had little direct impact upon Southwest.
Environmental efforts, with respect to matters such as protection of endangered
species and archeological finds, have increased the complexity and time required
to obtain pipeline rights-of-way and construction permits. However, increased
environmental legislation and regulation are also beneficial to the natural gas
industry. Because natural gas is one of the most environmentally safe fossil
fuels currently available, its use helps energy users comply with stricter
environmental standards.
EMPLOYEES
At December 31, 1999, the natural gas operations segment had 2,482 regular
full-time equivalent employees. Southwest believes it has a good relationship
with its employees. In May 1999, non-exempt employees in the Central Arizona
Division voted to have the International Brotherhood of Electrical Workers
(IBEW) represent them in employee-related matters with Southwest. Nearly half of
the approximately 500 eligible employees in the Central Arizona Division voted
against representation by the IBEW. The Company has filed objections to the
union's conduct during the organizing effort and has appealed to the National
Labor Relations Board in Washington, D.C. to set aside the election. The appeals
process could take up to two years to complete. No other natural gas operations
segment employees are represented by a union.
Reference is hereby made to Item 10 in Part III of this report on Form
10-K for information relative to the executive officers of the Company.
CONSTRUCTION SERVICES
Northern Pipeline Construction Co. (Northern or the construction services
segment) is a full-service underground piping contractor which provides utility
companies with trenching and installation, replacement, and maintenance services
for energy distribution systems. Northern contracts primarily with LDCs to
install, repair, and maintain energy distribution systems from the town border
station to the end-user meter. The primary focus of business operations is main
and service replacement as well as new business installations. Construction work
varies from relatively small projects to the piping of entire communities.
Construction activity is seasonal. Peak construction periods are the summer and
fall months in colder climate areas, such as the Midwest. In the warmer climate
areas, such as the southwestern United States, construction continues year
round.
Northern business activities are often concentrated in utility service
territories where existing gas lines are scheduled for replacement. An LDC will
typically contract with Northern to provide pipe replacement services and new
line installations. Contract terms generally specify unit price or fixed-price
arrangements. Unit price contracts establish prices for all of the various
services to be performed during the contract period. These contracts often have
annual pricing reviews. During 1999, approximately 94 percent of revenue was
earned under unit price contracts. As of December 31, 1999 no significant
backlog exists with respect to outstanding construction contracts.
Competition within the industry is limited to several regional competitors
in what can be characterized as a largely fragmented industry. Northern
currently operates in approximately 16 major markets nationwide. Its customers
are the primary LDCs in those markets. During 1999, Northern served 40 major
customers, with Southwest accounting for approximately 34 percent of their
revenues. With the exception of one other customer that accounted for
approximately 11 percent of revenues, no other customer had a significant
contribution to Northern's revenues.
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Employment fluctuates between seasonal construction periods, which are
normally heaviest in the summer and fall months. At December 31, 1999, Northern
had 1,523 regular full-time equivalent employees. Employment peaked in October
1999 when there were 1,824 employees. The majority of the employees are
represented by collective bargaining agreements, which is typical of the utility
construction industry.
Operations are conducted from 17 field locations with corporate
headquarters located in Phoenix, Arizona. All buildings are leased from third
parties. The lease terms are typically two to three years. Field location
facilities consist of a small building for repairs and acreage to store
equipment.
ITEM 2. PROPERTIES
The plant investment of Southwest consists primarily of transmission and
distribution mains, compressor stations, peak shaving/storage plants, service
lines, meters, and regulators which comprise the pipeline systems and facilities
located in and around the communities served. Southwest also includes other
properties such as land, buildings, furnishings, work equipment, and vehicles in
plant investment. The northern Nevada and northern California properties of
Southwest are referred to as the northern system; the Arizona, southern Nevada,
and southern California properties are referred to as the southern system.
Several properties are leased by Southwest, including an LNG storage plant on
its northern Nevada system, a portion of the corporate headquarters office
complex located in Las Vegas, Nevada, and the administrative offices in Phoenix,
Arizona. Total gas plant, exclusive of leased property, at December 31, 1999 was
$2.2 billion, including construction work in progress. It is the opinion of
management that the properties of Southwest are suitable and adequate for its
purposes.
Substantially all gas main and service lines of Southwest are constructed
across property owned by others under right-of-way grants obtained from the
record owners thereof, on the streets and grounds of municipalities under
authority conferred by franchises or otherwise, or on public highways or public
lands under authority of various federal and state statutes. None of the
numerous county and municipal franchises are exclusive, and some are of limited
duration. These franchises are renewed regularly as they expire, and Southwest
anticipates no serious difficulties in obtaining future renewals.
With respect to the right-of-way grants, Southwest has had continuous and
uninterrupted possession and use of all such rights-of-way, and the associated
gas mains and service lines, commencing with the initial stages of the
construction of such facilities. Permits have been obtained from public
authorities in certain instances to cross, or to lay facilities along, roads and
highways. These permits typically are revocable at the election of the grantor,
and Southwest occasionally must relocate its facilities when requested to do so
by the grantor. Permits have also been obtained from railroad companies to cross
over or under railroad lands or rights-of-way, which in some instances require
annual or other periodic payments and are revocable at the grantors' elections.
Southwest operates two primary pipeline transmission systems: (i) a system
owned by Paiute, a wholly owned subsidiary, extending from the Idaho-Nevada
border to the Reno, Sparks, and Carson City areas and communities in the Lake
Tahoe area in both California and Nevada and other communities in northern and
western Nevada; and (ii) a system extending from the Colorado River at the
southern tip of Nevada to the Las Vegas distribution area.
The following map shows the locations of major Southwest facilities and
transmission lines, and principal communities to which Southwest supplies gas
either as a wholesaler or distributor. The map also shows major supplier
transmission lines that are interconnected with the Southwest systems.
The information appearing in Part I, Item 1, pages 6 and 7 with respect to
the construction services segment is incorporated herein by reference.
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[MAP]
[DESCRIPTION: Map of Arizona, Nevada, and California indicating the
location of Southwest service areas. Service areas in Arizona include most of
the central and southern areas of the state including Phoenix, Tucson, Yuma, and
surrounding communities. Service areas in northern Nevada include Carson City,
Yerington, Fallon, Lovelock, Winnemucca, and Elko. Service areas in southern
Nevada include the Las Vegas valley (including Henderson and Boulder City) and
Laughlin. Service areas in southern California include Barstow, Big Bear,
Needles, and Victorville. Service areas in northern California include the north
shore of Lake Tahoe and portions of Truckee. Companies providing gas
transportation services for the Company are indicated by showing the location of
their pipelines. Major transporters include El Paso Natural Gas Company, Kern
River Gas Transmission Company, Northwest Pipeline Corporation, and Southern
California Gas Company. The location of the Paiute Pipeline Company transmission
pipeline (extending from the Idaho/Nevada border to the Reno/Tahoe area) and
Southwest's pipeline (extending from Laughlin/Bullhead City to the Las Vegas
valley) are indicated. The LNG facility is located near Lovelock, Nevada.]
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ITEM 3. LEGAL PROCEEDINGS
In December 1998, the Company entered into an Agreement and Plan of Merger
(the Merger Agreement) pursuant to which the Company agreed to be acquired by
ONEOK, Inc. (ONEOK). The Merger Agreement was amended on April 25, 1999
following the receipt of unsolicited offers to acquire the Company from Southern
Union Company (Southern Union) which were rejected by the Company. On January 4,
2000, the staff of the ACC issued a report that stated it was unable to
recommend approval of the merger of the Company and ONEOK due to concerns about
ONEOK's actions and fitness to serve in Arizona. On January 18, 2000, the
Company sent a letter to ONEOK demanding that ONEOK cure the deficiencies
identified in the ACC staff report. On January 21, 2000, ONEOK responded to the
Company's letter and stated that it was terminating the merger agreement with
the Company. Litigation is pending in California, Arizona, and Oklahoma relating
to the now terminated acquisition of the Company by ONEOK and the Company's
rejection of Southern Union's unsolicited offers which is described below.
California Litigation
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On December 16, 1998, Arthur Klein filed a purported class action
complaint on behalf of himself and shareholders of the Company (excluding
defendants and their affiliates and families) in the Superior Court of the State
of California in San Diego County (Case No. 726615) against the Company and its
directors. The complaint has been amended three times. As amended, the complaint
alleges breach of the duties of loyalty, due care, candor and good faith and
fair dealing and sets forth claims relating to the Company's proxy statement for
its annual meeting of shareholders in 1999, including allegations of
misrepresentations or omissions relating to the proposed acquisition of the
Company by ONEOK and the rejection of the Southern Union offers. The complaint,
as amended, further seeks to implement an auction of the Company or similar
process, unspecified damages, and a declaration that the action is properly
maintainable as a class action on behalf of all shareholders.
On March 31, 1999, the Court allowed John Mauricio to file a complaint in
intervention. On May 4, 1999, Southern Union intervened in the purported
shareholder class action and filed a complaint in intervention. Southern Union's
complaint was thereafter severed from the purported shareholder class action and
has been dismissed.
On June 9, 1999, the Company signed a Memorandum of Understanding (MOU)
with the shareholder plaintiffs' counsel to settle the purported shareholder
class action. The MOU set forth the parties' agreement in principle settling all
of the shareholders' claims arising out of the actions of the Company and its
directors relating to the proposed acquisition of the Company by ONEOK,
including allegations of misrepresentations or omissions in the proxy statement,
and was to be incorporated into a final Stipulation of Settlement. The MOU was
subject to several conditions, including the consummation of the acquisition of
the Company by ONEOK, a condition that will not be satisfied. The MOU was not an
admission of any of the plaintiffs' allegations. The Company and its directors
have denied and continue to deny that they have committed or attempted to commit
any wrongdoing or breached any duty owed to the Company or its shareholders.
The case has been removed from the California Superior Court in San Diego
to the U.S. District Court for the Southern District of California (Case No. 99
cv 1891B (JAH)). On October 6, 1999, GAMCO Investors, Inc. and Gabelli Funds LLC
filed a notice of appearance in this matter.
Nevada Litigation
- -----------------
On April 30, 1999, the Company filed a complaint against Southern Union in
the U.S. District Court, District of Nevada (Case No. CV-99-0530-JBF-LRL)
alleging a breach of the confidentiality and standstill agreement between the
Company and Southern Union, breach of the implied covenant of good faith and
fair dealing, misappropriation of trade secrets, intentional interference with
contract, intentional interference with prospective economic advantage and other
violations of California and Nevada law. The Company amended its complaint on
May 6, 1999, adding an additional claim against Southern Union pursuant to
Section 14(a) of the Securities Exchange Act of 1934. On July 22, 1999, Southern
Union filed a motion for leave to amend its answer in the Nevada federal action
and to assert counterclaims
9
12
against the Company. The counterclaims mirror the contractual claims filed by
Southern Union in the Arizona action described below. Southern Union's motion
for leave to amend has been granted. On March 8, 2000, this action was
transferred to the United States District Court of Arizona.
Arizona Litigation
- ------------------
On July 19, 1999, Southern Union filed a complaint in the United States
District Court of Arizona (Civ '99 1294 PHX ROS), which was amended on October
11, 1999. As amended, the complaint alleges that the Company, Michael O. Maffie,
President and Chief Executive Officer of the Company, Thomas Y. Hartley,
Chairman of the Board of the Company, and Edward Zub, Senior Vice President
Regulation and Pricing of the Company, ONEOK, Larry W. Brummett, Chairman of the
Board and Chief Executive Officer of ONEOK, James C. Kneale, Chief Financial
Officer and Treasurer of ONEOK, John A. Gaberino, Jr., Senior Vice President and
General Counsel of ONEOK, Eugene Dubay, President and Chief Operating Officer of
Kansas Gas Service, a division 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 and have acted to ensure that the Company's Board of
Directors would approve and recommend the ONEOK offer to the Company's
shareholders and to influence the vote of members of regulatory commissions
required to approve the proposed acquisition of the Company by ONEOK in
violation of state and federal criminal laws. The complaint, as amended, further
alleges that the defendants fraudulently induced Southern Union to enter into
the February 21, 1999 confidentiality and standstill agreement, Southwest
breached the terms of that agreement and its covenant of good faith and fair
dealing, and all defendants, other than Southwest and Mr. Hartley, intentionally
interfered with a business relationship between the Company and Southern Union
and tortiously interfered with contractual relations between the Company and
Southern Union.
Southern Union seeks damages in an amount not less than $750 million to be
trebled for the alleged violations of state and federal criminal law,
compensatory damages in an amount not less than $750 million, plus interest,
rescission of the confidentiality and standstill agreement between the Company
and Southern Union and punitive damages.
On January 24, 2000, the Company filed a complaint against ONEOK and
Southern Union in the United States District Court for the District of Arizona
(Case No. CIV'00, 0119 PHX VAM). The lawsuit seeks unspecified damages from
ONEOK for breach of contract, breach of the implied covenant of good faith and
fair dealing, fraud in the inducement, and fraud related to its actions
connected to the Merger Agreement and its cancellation of the Merger Agreement.
The Company has also sued Southern Union seeking unspecified damages for
breach of contract, breach of the implied covenant of good faith and fair
dealing, and interference with a contract, all related to Southern Union's
attempts to block the proposed Southwest Gas-ONEOK combination after Southern
Union's unsolicited offer was rejected by the Company.
Oklahoma Litigation
- -------------------
On January 21, 2000, ONEOK filed a complaint against the Company in the
United States District Court for the Northern District of Oklahoma (Case No.
00CV063 K) seeking a declaratory judgment that ONEOK properly terminated the
merger agreement.
Other Proceedings
- -----------------
The Company has been named as defendant in various other legal
proceedings. The ultimate dispositions of these proceedings are not presently
determinable; however, it is the opinion of management that none of this
litigation will have a material adverse impact on the Company's financial
position or results of operations.
10
13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The principal markets on which the common stock of the Company is traded
are the New York Stock Exchange and the Pacific Stock Exchange. At March 14,
2000, there were 22,759 holders of record of common stock, and the market price
of the common stock was $19. The quarterly market price of and dividends on
Company common stock required by this item are included in the 1999 Annual
Report to Shareholders and are incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Information required by this item is included in the 1999 Annual Report to
Shareholders and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information required by this item is included in the 1999 Annual Report to
Shareholders and is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of Southwest Gas Corporation and
Notes thereto, together with the report of Arthur Andersen LLP, Independent
Public Accountants, are included in the 1999 Annual Report to Shareholders and
are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
11
14
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of Directors. Information with respect to Directors is
set forth under the heading "Election of Directors" in the definitive Proxy
Statement dated March 31, 2000, which by this reference is incorporated herein.
(b) Identification of Executive Officers. The name, age, position and
period position held during the last five years for each of the Executive
Officers of the Company are as follows:
PERIOD POSITION
NAMEAGE POSITION HELD
------- -------- ---------------
Michael O. Maffie 52 President and Chief Executive Officer 1995-Present
George C. Biehl 52 Senior Vice President/Chief Financial Officer and 1996-Present
Corporate Secretary
Senior Vice President and Chief Financial Officer 1995-1996
James P. Kane 53 Senior Vice President/Operations 1997-Present
Vice President/Southern Arizona Division 1995-1997
James F. Lowman 53 Senior Vice President/Central Arizona Division 1995-Present
Dudley J. Sondeno 47 Senior Vice President/Chief Knowledge and
Technology Officer 1995-Present
Edward S. Zub 51 Senior Vice President/Regulation and Product Pricing 1996-Present
Vice President/Rates & Regulation 1995-1996
(c) Identification of Certain Significant Employees. None.
(d) Family Relationships. No Directors or Executive Officers are related
to any other either by blood, marriage, or adoption.
(e) Business Experience. Information with respect to Directors is set
forth under the heading "Election of Directors" in the definitive Proxy
Statement dated March 31, 2000, which by this reference is incorporated herein.
All Executive Officers have held responsible positions with the Company for at
least five years as described in (b) above.
(f) Involvement in Certain Legal Proceedings. None.
(g) Promoters and Control Persons. None.
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of
the Securities Exchange Act of 1934 requires officers and directors, and persons
who own more than ten percent of a registered class of equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission (SEC) and the New York Stock Exchange. Officers, directors,
and beneficial owners of more than ten percent of any class of equity securities
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
The Company has adopted procedures to assist its directors and executive
officers in complying with Section 16(a) of the Securities and Exchange Act of
1934, as amended, which includes assisting in the preparation of forms for
filing. For 1999, all required reports were filed timely.
12
15
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation is set forth under the
heading "Executive Compensation and Benefits" in the definitive Proxy Statement
dated March 31, 2000, which by this reference is incorporated herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners. Information with
respect to security ownership of certain beneficial owners is set forth under
the heading "Securities Ownership by Nominees, Executive Officers, and
Beneficial Owners" in the definitive Proxy Statement dated March 31, 2000, which
by this reference is incorporated herein.
(b) Security Ownership of Management. Information with respect to security
ownership of management is set forth under the heading "Securities Ownership by
Nominees, Executive Officers, and Beneficial Owners" in the definitive Proxy
Statement dated March 31, 2000, which by this reference is incorporated herein.
(c) Changes in Control. None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report on Form 10-K:
(1) The Consolidated Financial Statements of the Company (including
the Report of Independent Public Accountants) required to be
reported herein are incorporated by reference to the information
reported in the 1999 Annual Report to Shareholders under the
following captions:
Report of Independent Public Accountants...........34
Consolidated Statements of Income..................35
Consolidated Balance Sheets........................36
Consolidated Statements of Cash Flows..............38
Consolidated Statements of Stockholders' Equity....39
Notes to Consolidated Financial Statements.........40
(2) All schedules have been omitted because the required information
is either inapplicable or included in the Notes to Consolidated
Financial Statements.
(3) See List of exhibits.
(b) Reports on Form 8-K.
The Company filed a Form 8-K, dated January 20, 2000 reporting that
the Arizona Corporation Commission delayed hearings regarding the proposed
merger between Southwest Gas Corporation and ONEOK to February 22, 2000.
13
16
The Company filed a Form 8-K on January 26, 2000 reporting that ONEOK
had terminated the proposed merger between Southwest Gas Corporation and
ONEOK. The Form 8-K also reported that on January 24, 2000 the Company
filed a complaint against ONEOK and Southern Union Company in the United
States District Court for the District of Arizona seeking unspecified
damages against both companies.
The Company filed a Form 8-K dated February 3, 2000 reporting that the
California Public Utilities Commission approved the Joint Petition
relating to the Northern California Expansion Project.
The Company filed a Form 8-K, dated February 22, 2000 reporting
summary financial information for the quarter and year ended December 31,
1999.
(c) See List of exhibits.
14
17
LIST OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
2.01(21) Agreement and Plan of Merger by and among ONEOK, Inc., Oasis
Acquisition Corporation, and Southwest Gas Corporation dated as
of December 14, 1998.
2.02(23) Amendment No. 1, dated as of April 25, 1999, to the Agreement
and Plan of Merger, dated as of December 14, 1998, by and among
ONEOK, Inc., Oasis Acquisition Corporation, and Southwest Gas
Corporation.
3(i)(17) Restated Articles of Incorporation, as amended.
3(ii)(22) Amended Bylaws of Southwest Gas Corporation.
4.01(1) Indenture between the Company and Bank of America National Trust
and Savings Association, as successor by merger to Security
Pacific National Bank, as Trustee, dated August 1, 1986.
4.02(6) Sixth Supplemental Indenture of the Company to Bank of America
National Trust and Savings Association, as successor by merger
to Security Pacific National Bank, as Trustee, dated as of June
16, 1992, supplementing and amending the Indenture dated as of
August 1, 1986, with respect to 9 3/4% Debentures, Series F, due
2002.
4.03(7) Indenture between Clark County, Nevada, and Bank of America
Nevada as Trustee, dated September 1, 1992, with respect to the
issuance of $130,000,000 Industrial Development Revenue Bonds
(Southwest Gas Corporation), $30,000,000 1992 Series A, due
2027, and $100,000,000 1992 Series B, due 2032.
4.04(8) Indenture between Clark County, Nevada, and Harris Trust and
Savings Bank as Trustee, dated December 1, 1993, with respect to
the issuance of $75,000,000 Industrial Development Revenue Bonds
(Southwest Gas Corporation), 1993 Series A, due 2033.
4.05(8) Indenture between City of Big Bear Lake, California, and Harris
Trust and Savings Bank as Trustee, dated December 1, 1993, with
respect to the issuance of $50,000,000 Industrial Development
Revenue Bonds (Southwest Gas Corporation Project), 1993 Series
A, due 2028.
4.06(13) Indenture between the Company and Harris Trust and Savings Bank
dated July 15, 1996, with respect to Debt Securities.
4.07(14) First Supplemental Indenture of the Company to Harris Trust and
Savings Bank dated August 1, 1996, supplementing and amending
the Indenture dated as of July 15, 1996, with respect to 7 1/2%
and 8% Debentures, due 2006 and 2026, respectively.
4.08(16) Second Supplemental Indenture of the Company to Harris Trust and
Savings Bank dated December 30, 1996, supplementing and amending
the Indenture dated as of July 15, 1996, with respect to
Medium-Term Notes.
4.09(3) Certificate of Trust of Southwest Gas Capital I.
4.10(10) Amended and Restated Declaration of Trust of Southwest Gas
Capital I.
15
18
4.11(10) Form of Preferred Security (attached as Annex I to Exhibit A to
the Amended and Restated Declaration of Trust of Southwest Gas
Capital I included as Exhibit 4.10 hereto).
4.12(4) Form of Guarantee with respect to Preferred Securities.
4.13(9) Southwest Gas Capital I Preferred Securities Guarantee by the
Company and Harris Trust and Savings Bank, dated as of October
31, 1995.
4.14(9) Form of Subordinated Debt Security (included in the First
Supplemental Indenture included as Exhibit 4.16 hereto).
4.15(9) Subordinated Debt Securities Indenture between the Company and
Harris Trust and Savings Bank, dated as of October 31, 1995.
4.16(9) First Supplemental Indenture between the Company and Harris
Trust and Savings Bank, dated as of October 31, 1995,
supplementing and amending the Indenture dated as of October 31,
1995, with respect to the 9.125% Subordinated Debt Securities.
4.17(2) Form of Deposit Agreement.
4.18(2) Form of Depositary Receipt (attached as Exhibit A to Deposit
Agreement included as Exhibit 4.17 hereto).
4.19(22) Amended and Restated Rights Agreement between the Company and
Harris Trust Company, as Rights Agent, dated as of February 9,
1999.
4.20 Indenture between Clark County, Nevada, and Harris Trust and
Savings Bank as Trustee, dated as of October 1, 1999, with
respect to the issuance of $35,000,000 Industrial Development
Revenue Bonds (Southwest Gas Corporation), Series 1999A and
Taxable Series 1999B, due 2038.
4.21 The Company hereby agrees to furnish to the SEC, upon request, a
copy of any instruments defining the rights of holders of
long-term debt issued by Southwest Gas Corporation or its
subsidiaries.
10.01(5) Participation Agreement among the Company and General Electric
Credit Corporation, Prudential Insurance Company of America,
Aetna Life Insurance Company, Merrill Lynch Interfunding, Bank
of America through purchase of Valley Bank of Nevada, Bankers
Trust Company and First Interstate Bank of Nevada, dated as of
July 1, 1982.
10.02(15) Amended and Restated Lease Agreement between the Company and
Spring Mountain Road Associates, dated as of July 1, 1996.
10.03(8) Financing Agreement between the Company and Clark County,
Nevada, dated September 1, 1992.
10.04(8) Financing Agreement between the Company and Clark County,
Nevada, dated as of December 1, 1993.
10.05(8) Project Agreement between the Company and City of Big Bear Lake,
California, dated as of December 1, 1993.
10.06(19) Southwest Gas Corporation Management Incentive Plan, amended and
restated January 1, 1995.
10.07(20) Form of Employment Agreement with Company Officers.
16
19
10.08(20) Form of Change in Control Agreement with Company Officers.
10.09(11) Merger Agreement among the Company and Northern Pipeline
Construction Co., dated as of November 13, 1995.
10.10(12) Southwest Gas Corporation 1996 Stock Incentive Plan.
10.11(18) $350 million Revolving Credit Agreement among the Company, Union
Bank of Switzerland, et al., dated as of June 12, 1997.
10.12 Southwest Gas Corporation Supplemental Retirement Plan, amended
and restated as of March 1, 1999.
10.13 Southwest Gas Corporation Executive Deferral Plan, amended and
restated as of March 1, 1999.
10.14 Southwest Gas Corporation Directors Deferral Plan, amended and
restated as of March 1, 1999.
10.15 Southwest Gas Corporation Board of Directors Retirement Plan,
amended and restated as of March 1, 1999.
10.16 Financing Agreement between the Company and Clark County,
Nevada, dated as of October 1, 1999.
12.01 Computation of Ratios of Earnings to Fixed Charges and Ratios of
Earnings to Combined Fixed Charges and Preferred Stock Dividends
of the Company.
13.01 Portions of 1999 Annual Report incorporated by reference to the
Form 10-K.
21.01 List of subsidiaries of Southwest Gas Corporation.
23.01 Consent of Arthur Andersen LLP, Independent Public Accountants.
27.01 Financial Data Schedule (filed electronically only).
- ----------
(1) Incorporated herein by reference to the Registration Statement on Form
S-3, No. 33-7931.
(2) Incorporated herein by reference to the Registration Statement on Form
S-3, No. 33-55621.
(3) Incorporated herein by reference to the Registration Statement on Form
S-3, No. 33-62143.
(4) Incorporated herein by reference to Amendment No. 1 to Registration
Statement on Form S-3, No. 33-62143.
(5) Incorporated herein by reference to the report on Form 10-K for the year
ended December 31, 1982.
(6) Incorporated herein by reference to the report on Form 10-Q for the
quarter ended June 30, 1992.
(7) Incorporated herein by reference to the report on Form 10-Q for the
quarter ended September 30, 1992.
(8) Incorporated herein by reference to the report on Form 10-K for the year
ended December 31, 1993.
(9) Incorporated herein by reference to the report on Form 10-Q for the
quarter ended September 30, 1995.
17
20
(10) Incorporated herein by reference to the report on Form 8-K dated October
26, 1995.
(11) Incorporated herein by reference to the report on Form 10-K for the year
ended December 31, 1995.
(12) Incorporated herein by reference to the Proxy Statement dated May 30,
1996.
(13) Incorporated herein by reference to the report on Form 8-K dated July 26,
1996.
(14) Incorporated herein by reference to the report on Form 8-K dated July 31,
1996.
(15) Incorporated herein by reference to the report on Form 10-Q for the
quarter ended September 30, 1996.
(16) Incorporated herein by reference to the report on Form 8-K dated December
30, 1996.
(17) Incorporated herein by reference to the report on Form 10-Q for the
quarter ended March 31, 1997.
(18) Incorporated herein by reference to the report on Form 10-Q for the
quarter ended June 30, 1997.
(19) Incorporated herein by reference to the report on Form 10-K for the year
ended December 31, 1997.
(20) Incorporated herein by reference to the report on Form 10-Q for the
quarter ended September 30, 1998.
(21) Incorporated herein by reference to the report on Form 8-K dated December
14, 1998.
(22) Incorporated herein by reference to the report on Form 10-K for the year
ended December 31, 1998.
(23) Incorporated herein by reference to the report on Form 8-K dated April
25, 1999.
18
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SOUTHWEST GAS CORPORATION
Date: March 24, 2000 By /s/ MICHAEL O. MAFFIE
-------------------------------------
Michael O. Maffie,
President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ GEORGE C. BIEHL Senior Vice President, March 24, 2000
- ----------------------------------- Chief Financial Officer and
(George C. Biehl) Corporate Secretary
/s/ EDWARD A. JANOV Vice President, Controller and March 24, 2000
- ----------------------------------- Chief Accounting Officer
(Edward A. Janov)
19
22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ GEORGE C. BIEHL Director, Senior Vice President, March 7, 2000
- ------------------------------------------ Chief Financial Officer and
(George C. Biehl) Corporate Secretary
/s/ MANUEL J. CORTEZ Director March 7, 2000
- ------------------------------------------
(Manuel J. Cortez)
/s/ LLOYD T. DYER Director March 7, 2000
- ------------------------------------------
(Lloyd T. Dyer)
/s/ THOMAS Y. HARTLEY Chairman of the Board March 7, 2000
- ------------------------------------------ of Directors
(Thomas Y. Hartley)
/s/ MICHAEL B. JAGER Director March 7, 2000
- ------------------------------------------
(Michael B. Jager)
/s/ LEONARD R. JUDD Director March 7, 2000
- ------------------------------------------
(Leonard R. Judd)
/s/ JAMES J. KROPID Director March 7, 2000
- ------------------------------------------
(James J. Kropid)
/s/ MICHAEL O. MAFFIE Director, President and March 7, 2000
- ------------------------------------------ Chief Executive Officer
(Michael O. Maffie)
/s/ CAROLYN M. SPARKS Director March 7, 2000
- ------------------------------------------
(Carolyn M. Sparks)
/s/ ROBERT S. SUNDT Director March 7, 2000
- ------------------------------------------
(Robert S. Sundt)
/s/ TERRANCE L. WRIGHT Director March 7, 2000
- ------------------------------------------
(Terrance L. Wright)
20
23
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ -----------------------
4.20 Indenture between Clark County, Nevada, and Harris Trust and
Savings Bank as Trustee, dated as of October 1, 1999, with
respect to the issuance of $35,000,000 Industrial Development
Revenue Bonds (Southwest Gas Corporation), Series 1999A and
Taxable Series 1999B, due 2038.
10.12 Southwest Gas Corporation Supplemental Retirement Plan, amended
and restated as of March 1, 1999.
10.13 Southwest Gas Corporation Executive Deferral Plan, amended and
restated as of March 1, 1999.
10.14 Southwest Gas Corporation Directors Deferral Plan, amended and
restated as of March 1, 1999.
10.15 Southwest Gas Corporation Board of Directors Retirement Plan,
amended and restated as of March 1, 1999.
10.16 Financing Agreement between the Company and Clark County, Nevada,
dated as of October 1, 1999.
12.01 Computation of Ratios of Earnings to Fixed Charges and Ratios of
Earnings to Combined Fixed Charges and Preferred Stock Dividends
of the Company.
13.01 Portions of 1999 Annual Report incorporated by reference to Form 10-K.
21.01 List of Subsidiaries of Southwest Gas Corporation.
23.01 Consent of Arthur Andersen LLP, Independent Public Accountants.
27.01 Financial Data Schedule (filed electronically only).