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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): February 8, 2001
Southwest Gas Corporation
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(Exact name of registrant as specified in its charter)
California 1-7850 88-0085720
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(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
5241 Spring Mountain Road, 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
(Former name or former address, if changed since last report.) Not applicable.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits
1.01 (a) Underwriting Agreement dated February 7, 2001 among
Southwest Gas Corporation, Goldman, Sachs & Co., Banc of
America Securities LLC, Banc One Capital Markets, Inc.,
BNY Capital Markets, Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated.
(b) Pricing Agreement dated February 8, 2001 among
Southwest Gas Corporation, Goldman, Sachs & Co., Banc of
America Securities LLC, Banc One Capital Markets, Inc.,
BNY Capital Markets, Inc. and Merrill Lynch, Pierce,
Fenner & Smith, Incorporated.
4.01 Third Supplemental Indenture dated as of February 13,
2001.
4.02 Form of 8.375% Note due 2011 (included in Exhibit 4.01)
5.01 Opinion of O'Melveny & Myers LLP as to the validity of the
8.375% Notes due 2011.
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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
/s/ Edward A. Janov
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By: Edward A. Janov
Vice President/Controller/Chief
Accounting Officer
DATED: February 13, 2001
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EXHIBIT INDEX
Exhibit
No. Description
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1.01 (a) Underwriting Agreement dated February 7, 2001 among Southwest
Gas Corporation, Goldman, Sachs & Co., Banc of America Securities
LLC, Banc One Capital Markets, Inc., BNY Capital Markets, Inc.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
(b) Pricing Agreement dated February 8, 2001 among Southwest Gas
Corporation, Goldman, Sachs & Co., Banc of America Securities
LLC, Banc One Capital Markets, Inc., BNY Capital Markets, Inc.
and Merrill Lynch, Pierce, Fenner & Smith, Incorporated.
4.01 Third Supplemental Indenture dated as of February 13, 2001.
4.02 Form of 8.375% Note due 2011 (included in Exhibit 4.01)
5.01 Opinion of O'Melveny & Myers LLP as to the validity of the 8.375%
Notes due 2011.