<PAGE>
<PAGE> 1
_______________________________________________________________________________
_______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to ____________
Commission file number 1-7850
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principle executive office:
SOUTHWEST GAS CORPORATION
5241 Spring Mountain Road, Post Office Box 98510
Las Vegas, Nevada 89193-8510
(702) 364-3104
_______________________________________________________________________________
_______________________________________________________________________________<PAGE>
<PAGE> 2
FINANCIAL STATEMENTS AND EXHIBITS.
Listed below are all financial statements and exhibits filed as part of this
annual report:
(a) Financial statements, including statements of financial condition as of
December 31, 1993 and 1992, and the related statements of income and
changes in plan equity for each of the three years in the period ended
December 31, 1993 and notes to financial statements, together with the
report thereon of Arthur Andersen & Co., independent public accountants
(Pages 4-16).
(b) Consent of Arthur Andersen & Co., independent public accountants.
Pursuant to the requirements of the Securities Exchange Act of 1934, the members
of the Southwest Gas Corporation Employees' Investment Plan Committee have duly
caused this annual report to be signed by the undersigned thereunto duly
authorized.
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
By /s/ MICHAEL O. MAFFIE
_________________________
Michael O. Maffie
Director, President and
Chief Executive Officer
Southwest Gas Corporation
Dated: June 28, 1994<PAGE>
<PAGE> 3
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1993 AND 1992
AND FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 1993
TOGETHER WITH AUDITORS' REPORT<PAGE>
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employees' Investment Plan Committee,
Southwest Gas Corporation:
We have audited the accompanying statements of financial condition of the
SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN (the Plan) as of
December 31, 1993 and 1992, and the related statements of income and changes in
plan equity for each of the three years in the period ended December 31, 1993.
These financial statements and the schedules referred to below are the
responsibility of the Plan Committee. Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan Committee, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Plan as of December 31,
1993 and 1992, and its income and changes in plan equity for each of the three
years in the period ended December 31, 1993, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
investments held at December 31, 1993, and reportable transactions for the year
ended December 31, 1993, are presented for purposes of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN & CO.
Las Vegas, Nevada
April 5, 1994<PAGE>
<PAGE> 5
<TABLE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
<CAPTION>
PARTICIPANT
FUND A FUND B FUND C FUND D FUND E LOANS TOTAL
----------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at market value (Notes 2 and 3):
Southwest Gas Corporation-Common stock $34,513,072 $ - $ - $ - $ - $ - $34,513,072
Mutual fund - 9,414,110 - - - - 9,414,110
Money market fund - - 2,179,766 - - - 2,179,766
Fixed income fund - - - 2,126,073 - - 2,126,073
Window guaranteed return contract - - - - 1,393,856 - 1,393,856
Temporary cash investments 550 129 592 551 - 34,907 36,729
----------- ---------- ---------- ---------- ---------- ---------- -----------
34,513,622 9,414,239 2,180,358 2,126,624 1,393,856 34,907 49,663,606
----------- ---------- ---------- ---------- ---------- ---------- -----------
Notes receivable (Note 4) - - - - - 2,500,389 2,500,389
Dividends & interest receivable 375 13 5,770 9,606 2 84 15,850
Contributions receivable:
Southwest Gas Corporation 73,654 - - - - - 73,654
Participants 111,296 64,291 10,535 12,981 10,110 - 209,213
Payable for assets acquired - - (5,766) (9,602) - - (15,368)
----------- ---------- ---------- ---------- ---------- ---------- -----------
$34,698,947 $9,478,543 $2,190,897 $2,139,609 $1,403,968 $2,535,380 $52,447,344
=========== ========== ========== ========== ========== ========== ===========
PLAN EQUITY
Plan equity, at market value (Note 6) $34,698,947 $9,478,543 $2,190,897 $2,139,609 $1,403,968 $2,535,380 $52,447,344
=========== ========== ========== ========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.<PAGE>
<PAGE> 6
<TABLE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1992
<CAPTION>
PARTICIPANT
FUND A FUND B FUND C FUND D FUND E LOANS TOTAL
----------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at market value (Notes 2 and 3):
Southwest Gas Corporation-Common stock $27,013,608 $ - $ - $ - $ - $ - $27,013,608
Mutual fund - 6,347,846 - - - - 6,347,846
Money market fund - - 2,107,034 - - - 2,107,034
Fixed income fund - - - 1,779,434 - - 1,779,434
Window guaranteed return contract - - - - 1,286,573 - 1,286,573
Temporary cash investments 166,103 49,608 13,398 14,138 25,757 59,584 328,588
----------- ---------- ---------- ---------- ---------- ---------- -----------
27,179,711 6,397,454 2,120,432 1,793,572 1,312,330 59,584 38,863,083
----------- ---------- ---------- ---------- ---------- ---------- -----------
Notes receivable (Note 4) - - - - - 1,835,132 1,835,132
Dividends & interest receivable 536 299,151 4,755 9,784 22 125 314,373
Contributions receivable:
Southwest Gas Corporation 65,248 - - - - - 65,248
Participants 91,836 48,596 12,445 12,644 - - 165,521
Payable for assets acquired - - (4,740) (16,169) (25,757) - (46,666)
----------- ---------- ---------- ---------- ---------- ---------- -----------
$27,337,331 $6,745,201 $2,132,892 $1,799,831 $1,286,595 $1,894,841 $41,196,691
=========== ========== ========== ========== ========== ========== ===========
PLAN EQUITY
Plan equity, at market value (Note 6) $27,337,331 $6,745,201 $2,132,892 $1,799,831 $1,286,595 $1,894,841 $41,196,691
=========== ========== ========== ========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.<PAGE>
<PAGE 7>
<TABLE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED DECEMBER 31, 1993
<CAPTION>
PARTICIPANT
FUND A FUND B FUND C FUND D FUND E LOANS TOTAL
----------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income:
Dividends $ 1,516,296 $1,029,169 $ 59,952 $ 126,159 $ - $ - $ 2,731,576
Interest 4,394 760 338 50 77,724 152,531 235,797
----------- ---------- ---------- ---------- ---------- ---------- -----------
1,520,690 1,029,929 60,290 126,209 77,724 152,531 2,967,373
----------- ---------- ---------- ---------- ---------- ---------- -----------
Realized gain (loss) on investments:
Aggregate cost (at average cost) 7,796,937 2,513,178 965,201 742,948 1,304,573 1,013,070 14,335,907
Aggregate proceeds 7,924,094 2,536,727 965,201 748,072 1,304,573 1,013,070 14,491,737
----------- ---------- ---------- ---------- ---------- ---------- -----------
Net gain (loss) 127,157 23,549 - 5,124 - - 155,830
----------- ---------- ---------- ---------- ---------- ---------- -----------
Unrealized appreciation (depreciation)
of investments:
Beginning of year (2,229,089) 763,570 - 33,884 - - (1,431,635)
End of year 2,004,604 757,814 - 20,994 - - 2,783,412
----------- ---------- ---------- ---------- ---------- ---------- -----------
Increase (decrease) during year 4,233,693 (5,756) - (12,890) - - 4,215,047
----------- ---------- ---------- ---------- ---------- ---------- -----------
Contributions:
Southwest Gas Corporation 1,845,281 - - - 5,550 - 1,850,831
Participants 2,767,949 1,540,281 290,292 369,081 272,456 - 5,240,059
----------- ---------- ---------- ---------- ---------- ---------- ----------
4,613,230 1,540,281 290,292 369,081 278,006 - 7,090,890
----------- ---------- ---------- ---------- ---------- ---------- ----------
Distributions to participants
and beneficiaries (Note 5) (2,286,311) (264,431) (368,098) (93,054) (166,593) - (3,178,487)
Transfers between funds (846,843) 409,770 75,521 (54,692) (71,764) 488,008 -
----------- ---------- ---------- ---------- ---------- ---------- -----------
Net increase (decrease) in Plan equity 7,361,616 2,733,342 58,005 339,778 117,373 640,539 11,250,653
Plan equity, beginning of year 27,337,331 6,745,201 2,132,892 1,799,831 1,286,595 1,894,841 41,196,691
----------- ---------- ---------- ---------- ---------- ---------- -----------
Plan equity, end of year $34,698,947 $9,478,543 $2,190,897 $2,139,609 $1,403,968 $2,535,380 $52,447,344
=========== ========== ========== ========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.<PAGE>
<PAGE 8>
<TABLE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED DECEMBER 31, 1992
<CAPTION>
PARTICIPANT
FUND A FUND B FUND C FUND D FUND E LOANS TOTAL
----------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income:
Dividends $ 1,277,426 $ 299,102 $ 62,089 $ 125,252 $ 380 $ - $ 1,764,249
Interest 7,035 763 5,301 10,046 65,044 200,898 289,087
----------- ---------- ---------- ---------- ---------- ---------- -----------
1,284,461 299,865 67,390 135,298 65,424 200,898 2,053,336
----------- ---------- ---------- ---------- ---------- ---------- -----------
Realized gain (loss) on investments:
Aggregate cost (at average cost) 7,126,447 2,470,714 1,184,991 729,724 485,413 946,625 12,943,914
Aggregate proceeds 7,042,377 2,531,327 1,184,991 734,929 485,413 946,625 12,925,662
----------- ---------- ---------- ---------- ---------- ---------- -----------
Net gain (loss) (84,070) 60,613 - 5,205 - - (18,252)
----------- ---------- ---------- ---------- ---------- ---------- -----------
Unrealized appreciation (depreciation)
of investments:
Beginning of year (8,006,580) 1,349,368 - 41,998 - - (6,615,214)
End of year (2,229,089) 763,570 - 33,884 - - (1,431,635)
----------- ---------- ---------- ---------- ---------- ---------- -----------
Increase (decrease) during year 5,777,491 (585,798) - (8,114) - - 5,183,579
----------- ---------- ---------- ---------- ---------- ---------- -----------
Contributions:
Southwest Gas Corporation 1,675,153 - - - 3,441 - 1,678,594
Participants 2,315,246 1,241,744 336,572 346,053 316,836 - 4,556,451
----------- ---------- ---------- ---------- ---------- ---------- -----------
3,990,399 1,241,744 336,572 346,053 320,277 - 6,235,045
----------- ---------- ---------- ---------- ---------- ---------- -----------
Distributions to participants
and beneficiaries (Note 5) (1,718,599) (192,181) (122,807) (186,877) (68,827) - (2,289,291)
Transfers between funds (385,202) (73,467) 262,372 (70,203) 41,545 224,955 -
----------- ---------- ---------- ---------- ---------- ---------- -----------
Net increase (decrease) in Plan equity 8,864,480 750,776 543,527 221,362 358,419 425,853 11,164,417
Plan equity, beginning of year 18,472,851 5,994,425 1,589,365 1,578,469 928,176 1,468,988 30,032,274
----------- ---------- ---------- ---------- ---------- ---------- -----------
Plan equity, end of year $27,337,331 $6,745,201 $2,132,892 $1,799,831 $1,286,595 $1,894,841 $41,196,691
=========== ========== ========== ========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.<PAGE>
<PAGE 9>
<TABLE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED DECEMBER 31, 1991
<CAPTION>
PARTICIPANT
FUND A FUND B FUND C FUND D FUND E LOANS TOTAL
----------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income:
Dividends $ 1,531,569 $ 324,246 $ 84,225 $ 107,330 $ 390 $ - $ 2,047,760
Interest 11,981 4,434 1,915 1,584 55,434 167,141 242,489
----------- ---------- ---------- ---------- ---------- ---------- -----------
1,543,550 328,680 86,140 108,914 55,824 167,141 2,290,249
----------- ---------- ---------- ---------- ---------- ---------- -----------
Realized gain (loss) on investments:
Aggregate cost (at average cost) 4,115,155 1,857,681 955,681 483,086 485,413 920,644 8,817,660
Aggregate proceeds 4,115,765 1,971,685 955,681 481,738 485,413 920,644 8,930,926
----------- ---------- ---------- ---------- ---------- ---------- -----------
Net gain (loss) 610 114,004 - (1,348) - - 113,266
----------- ---------- ---------- ---------- ---------- ---------- -----------
Unrealized appreciation (depreciation)
of investments:
Beginning of year (4,121,303) 413,756 - (21,501) - - (3,729,048)
End of year (8,006,580) 1,349,368 - 41,998 - - (6,615,214)
----------- ---------- ---------- ---------- ---------- ---------- -----------
Increase (decrease) during year (3,885,277) 935,612 - 63,499 - - (2,886,166)
----------- ---------- ---------- ---------- ---------- ---------- -----------
Contributions:
Southwest Gas Corporation 1,571,485 - - - - - 1,571,485
Participants 2,168,141 894,439 300,526 239,734 221,062 - 3,823,902
----------- ---------- ---------- ---------- ---------- ---------- -----------
3,739,626 894,439 300,526 239,734 221,062 - 5,395,387
----------- ---------- ---------- ---------- ---------- ---------- -----------
Distributions to participants
and beneficiaries (Note 5) (1,352,982) (404,214) (130,785) (135,243) (15,821) - (2,039,045)
Transfers between funds 424,295 (150,769) (265,388) 87,685 31,604 (127,427) -
----------- ---------- ---------- ---------- ---------- ---------- -----------
Net increase (decrease) in Plan equity 469,822 1,717,752 (9,507) 363,241 292,669 39,714 2,873,691
Plan equity, beginning of year 18,003,029 4,276,673 1,598,872 1,215,228 635,507 1,429,274 27,158,583
----------- ---------- ---------- ---------- ---------- ---------- -----------
Plan equity, end of year $18,472,851 $5,994,425 $1,589,365 $1,578,469 $ 928,176 $1,468,988 $30,032,274
=========== ========== ========== ========== ========== ========== ===========
</TABLE>
The accompanying notes are an intregral part of this statement.<PAGE>
<PAGE> 10
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
(1) DESCRIPTION OF PLAN
The following description of the Southwest Gas Corporation Employees' Investment
Plan (the Plan), as amended, provides general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a voluntary defined contribution plan covering all employees of
Southwest Gas Corporation (the Company). It is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Participants may contribute from two percent to sixteen percent of their
annual wages before bonuses and overtime. However, contributions may not
exceed amounts promulgated in Internal Revenue Code Section 402(g). The
Company contributes to the Plan an amount equal to 50 percent of a
participant's contribution, not to exceed three percent of a participant's
annual compensation before bonuses and overtime.
The Company contributions are invested in Fund A. An employee, after
reaching the age of 50, may elect to have Company contributions invested in
Fund E.
VESTING
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. Vesting in the contributions made by the Company
and in the earnings thereon is determined based on years of continuous
service as follows:
YEARS OF SERVICE AT VESTED
DATE OF TERMINATION PERCENTAGE
------------------- ----------
One but less than two 20
Two but less than three 40
Three but less than four 60
Four but less than five 80
Five and over 100
In the event of death, retirement or total disability of a participant,
Company contributions become fully vested irrespective of the years of
service at the date of termination.<PAGE>
<PAGE> 11
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
PAYMENT OF BENEFITS
If a participant terminates his employment with the Company as a result of
retirement, death or permanent and total disability, such a participant
will be entitled to receive an amount equal to the value of his account at
the end of the calendar quarter immediately following termination of
employment. Distributions from Fund A will be made in the Company's common
stock plus cash in lieu of fractional shares. A participant may apply to
the Plan Committee to request a single lump sum payment in cash of the
value of the Company's common stock otherwise distributable to the
participant. Distributions from other funds will be made in a single lump
sum cash payment.
Distributions under the Plan will begin as soon as practicable, but not
later than sixty days following the end of the Plan year in which the
participant attains age 65 or terminates employment, if later. No
distribution in excess of $3,500 will be made to employees who have not
reached age 65 at the time of termination of employment without the
participants consent. A participant who is terminated and does not take
distribution of his account balances will have his account balances
transferred to and held in Fund C and will continue to receive his share of
investment income on all vested portions of his accounts until he reaches
age 65 or elects to receive distributions from the Plan.
A participant may in certain circumstances elect to defer receipt of his
distribution to a date not later than the end of the taxable year in which
the participant attains age 70-1/2. Any participant who delays receipt of
his distributions after reaching age 65 will have his account balances
transferred to and held in Fund C. All distributions to beneficiaries of a
participant must be made within five years after the participant's death.
PLAN EXPENSES
All Plan expenses were paid by the Company for each of the three years in
the period ended December 31, 1993.
PLAN ADMINISTRATION
Bank of America acts as the trustee and the Company is the administrator
for all activities of the Plan.
(2) VALUATION OF INVESTMENTS
All investments of the Plan are stated at quoted market value as of the date of
the statement.<PAGE>
<PAGE> 12
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
(3) FUND DESCRIPTIONS
A description of the Plan funds is as follows:
FUND A - COMMON STOCK
Contributions are invested in Southwest Gas Corporation common stock.
FUND B - MUTUAL FUND
Contributions are invested in Twentieth Century Investors, Inc. Select
Investors, a mutual fund with a diversified portfolio of stocks.
FUND C - MONEY MARKET FUND
Contributions are invested in short-term fixed income securities.
FUND D - FIXED INCOME FUND
Contributions are invested in long-term government-backed securities.
FUND E - WINDOW GUARANTEED RETURN CONTRACT
Contributions are invested in a three-year guaranteed insurance contract.
PARTICIPANT LOANS
These funds are the result of loans to participants in the Plan (see
Note 4).
Participants' contributions can be divided among the five investment options in
increments of 25 percent. The number of employees participating in each fund as
of December 31, 1993, 1992, and 1991 is as follows:
FUND A FUND B FUND C FUND D FUND E
------ ------ ------ ------ ------
1993 1,991 1,175 500 456 272
1992 1,922 1,041 514 451 239
1991 1,881 929 465 384 130
The total number of employees eligible to participate and the number
participating in the Plan at December 31, 1993, 1992 and 1991 are as follows:
ELIGIBLE PARTICIPATING
-------- -------------
1993 2,314 1,991
1992 2,285 1,922
1991 2,139 1,881
(4) PARTICIPANT LOANS
The Plan provides that participants may borrow against the balances in their
accounts, subject to certain limitations specified in the Plan. Funds for loans
are obtained through the liquidation of participants' investment accounts.
Payments on the loans include interest at a rate that approximates the prime
rate, plus two percent.<PAGE>
<PAGE> 13
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
(5) DISTRIBUTIONS AND FORFEITURES
Balances in the accounts of employees participating in Fund A who withdrew from
the Plan, and the amounts disbursed or to be disbursed (see Note 6) to such
employees in settlement thereof during each of the three years in the period
ended December 31, 1993 were as follows:
1993 COST MARKET
------------- ------------
Balance in employees' accounts before
withdrawals $ 2,206,252 $ 2,632,985
Cash and securities disbursed in
settlement thereof (2,198,583) (2,619,987)
------------ ------------
Balance forfeited (nonvested portion) $ 7,669 $ 12,998
============ ============
1992
Balance in employees' accounts before
withdrawals $ 1,621,135 $ 1,519,560
Cash and securities disbursed in
settlement thereof (1,613,305) (1,510,716)
------------ ------------
Balance forfeited (nonvested portion) $ 7,830 $ 8,844
============ ============
1991
Balance in employees' accounts before
withdrawals $ 1,418,726 $ 1,122,119
Cash and securities disbursed in
settlement thereof (1,412,915) (1,117,181)
------------ ------------
Balance forfeited (nonvested portion) $ 5,811 $ 4,938
============ ============
Cost of securities disbursed is determined using the average value of shares
purchased allocated to a participant's account. The market value of the
nonvested portion of a withdrawing employee's account is reallocated to the
remaining participants in the Plan.<PAGE>
<PAGE> 14
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
(6) PLAN EQUITY
Plan equity at December 31, 1993, 1992 and 1991 includes withdrawing
participants' accounts with aggregate market values of $823,196, $557,556 and
$291,914, respectively. These amounts became payable subsequent to year end.
At December 31, 1993, the Trustee held for the Plan the following:
FUND A FUND B FUND C FUND D FUND E
---------- ---------- ---------- ---------- ----------
Shares or units held
by Trustee 2,157,067 238,573 2,179,766 211,971 1,393,856
========== ========== ========== ========== ==========
Market value per
unit $ 16.00 $ 39.46 $ 1.00 $ 10.03 $ 1.00
========== ========== ========== ========== ==========
Average unrealized
market appreciation
(depreciation)
per unit $ 0.93 $ 3.18 $ -- $ 0.10 $ --
========== ========== ========== ========== ==========
The average unrealized market appreciation (depreciation) per unit is not
necessarily the same as the unrealized market appreciation (depreciation) per
unit of a particular participant. Each participant's average unrealized market
appreciation (depreciation) per unit at December 31, 1993, can be determined as
the difference between the average cost of all units purchased for the
participant's account and the market value per unit at such date.
(7) PLAN TERMINATION
Although the Company expects to continue the Plan indefinitely, it reserves the
right to amend or terminate the Plan at any time. Upon termination, partial
termination or complete discontinuance of contributions to the Plan, Company
contributions will become fully vested.
(8) FEDERAL INCOME TAXES
The Company has received a favorable determination letter from the Internal
Revenue Service stating that the Plan, amended and restated effective January 1,
1989, qualifies for deferred tax treatment of contributions under Section 401(k)
of the Internal Revenue Code. Certain amendments have subsequently been made to
the Plan, and it is the Plan Committee's opinion that the Plan, as amended and
as currently operating, is tax exempt and in compliance with all applicable
provisions of the Internal Revenue Code.<PAGE>
<PAGE> 15
SCHEDULE I
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
ITEM 27a-SCHEDULE OF INVESTMENTS HELD
AT DECEMBER 31, 1993
Number of Fair Market
Shares Cost Value
---------- ----------- -----------
Common Stock
Southwest Gas Corporation [1] 2,157,067 $32,508,468 $34,513,072
Mutual Fund
Twentieth Century Investors, Inc.
Select Investors 238,573 8,656,296 9,414,110
Money Market Fund
Paine Webber Money Market Fund 2,179,766 2,179,766 2,179,766
Fixed Income Fund
Paine Webber GNMA Portfolio Fund 211,971 2,105,079 2,126,073
Window Guaranteed Return Contract
Hartford Insurance Annuity Contract-91 235,308 235,308 235,308
Hartford Insurance Annuity Contract-92 639,802 639,802 639,802
Hartford Insurance Annuity Contract-93 518,746 518,746 518,746
Temporary Cash Investments
Dreyfus Treasury Cash Management Fund 36,729 36,729 36,729
----------- -----------
46,880,194 49,663,606
Participant Loans 2,500,389 2,500,389
----------- -----------
$49,380,583 $52,163,995
=========== ===========
[1] Party in interest<PAGE>
<PAGE> 16
<TABLE>
SCHEDULE II
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Purchases Sales
-------------------------- ---------------------------------------------------
Number of Number of Original
Description Transactions Cost Transactions Proceeds Cost Gain
- - --------------------------------------------- ------------ ------------ ------------ ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Dreyfus Treasury Cash Management Fund 287 $ 11,888,921 184 $ 12,180,780 $ 12,180,780 $ 0
Southwest Gas Corporation Common Stock [1][2] 27 5,445,136 7 1,122,389 1,004,683 117,706
Twentieth Century Investors, Inc. 28 3,194,372 3 145,900 122,351 23,549
</TABLE>
[1] Party in interest
[2] The Southwest Gas Corporation Common Stock shares which are distributed to
terminated or withdrawing participants are not included in this schedule,
however a realized gain is recognized on the statement of income and
changes in plan equity.
<PAGE> 1
As independent public accountants, we hereby consent to the incorporation by
reference of our report included in this Form 11-K, into Southwest Gas
Corporation's previously filed Registration Statement File No. 33-35637.
ARTHUR ANDERSEN & CO.
Las Vegas, Nevada
June 24, 1994
