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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, 1994
---------------------------
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
==============================================================================
1<PAGE>
<PAGE>
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 net assets available for
benefits as of December 31, 1994 and 1993, and the related statement of
changes in net assets available for benefits for the year ended
December 31, 1994 and notes to financial statements, together with the
report thereon of Arthur Andersen LLP, independent public accountants
(Pages 4-14).
(b) Consent of Arthur Andersen LLP, 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 26, 1995
2<PAGE>
<PAGE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994 AND 1993 AND
FOR THE YEAR ENDED DECEMBER 31, 1994
TOGETHER WITH AUDITORS' REPORT
3<PAGE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employees' Investment Plan Committee,
Southwest Gas Corporation:
We have audited the accompanying statements of net assets available for
benefits of the SOUTHWEST GAS CORPORATION EMPLOYEES' INVESTMENT PLAN (the
Plan) as of December 31, 1994 and 1993, and the related statement of changes
in net assets available for benefits for the year ended December 31, 1994.
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 net assets available for benefits of the Plan as of
December 31, 1994 and 1993, and the changes in net assets available for
benefits for the year ended December 31, 1994, 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 assets
held for investment purposes at December 31, 1994, and reportable transactions
for the year ended December 31, 1994, 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 individual fund information presented in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is also presented for purposes of additional
analysis and is not a required part of the basic financial statements. The
supplemental schedules and fund information 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 LLP
Las Vegas, Nevada
June 23, 1995
4<PAGE>
<PAGE>
<TABLE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1994
<CAPTION>
FUND INFORMATION
-----------------------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E FUND F
ASSETS ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at market value (Notes 2 and 3):
Southwest Gas Corporation-Common stock $31,751,121 $ - $ - $ - $ - $ -
Mutual fund - 9,037,542 - - - -
Money market fund - - 1,838,625 - - -
Fixed income fund - - - 1,747,709 - -
Window guaranteed return contract - - - - 856,724 -
Balanced Fund-Aggressive - - - - - 2,707,745
Balanced Fund-Moderate - - - - - -
Balanced Fund-Conservative - - - - - -
Temporary cash investments 548 555 532 598 354 570
Loans to participants (Note 4) - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
31,751,669 9,038,097 1,839,157 1,748,307 857,078 2,708,315
----------- ----------- ----------- ----------- ----------- -----------
Dividends and interest receivable 1,116 79 8,288 10,537 2 42
Contributions receivable:
Southwest Gas Corporation 244,187 - - - - -
Participants 285,892 194,399 42,275 34,508 - 95,383
LIABILITIES (21,171) - (8,271) (10,523) - -
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $32,261,693 $ 9,232,575 $ 1,881,449 $ 1,782,829 $ 857,080 $ 2,803,740
=========== =========== =========== =========== =========== ===========
<CAPTION>
FUND INFORMATION
------------------------- PARTICIPANT
FUND G FUND H LOANS TOTAL
----------- ----------- ----------- -----------
ASSETS
<S> <C> <C> <C> <C>
Investments, at market value (Notes 2 and 3):
Southwest Gas Corporation-Common stock $ - $ - $ - $31,751,121
Mutual fund - - - 9,037,542
Money market fund - - - 1,838,625
Fixed income fund - - - 1,747,709
Window guaranteed return contract - - - 856,724
Balanced Fund-Aggressive - - - 2,707,745
Balanced Fund-Moderate 1,715,460 - - 1,715,460
Balanced Fund-Conservative - 479,408 - 479,408
Temporary cash investments 515 570 53,448 57,690
Loans to participants (Note 4) - - 3,581,695 3,581,695
----------- ----------- ----------- -----------
1,715,975 479,978 3,635,143 53,773,719
----------- ----------- ----------- -----------
Dividends and interest receivable 23 8 253 20,348
Contributions receivable:
Southwest Gas Corporation - - - 244,187
Participants 57,126 14,932 - 724,515
LIABILITIES - - - (39,965)
----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,773,124 $ 494,918 $ 3,635,396 $54,722,804
=========== =========== =========== ===========
The accompanying notes are an integral part of this statement.
</TABLE>
5<PAGE>
<PAGE>
<TABLE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1993
<CAPTION>
FUND INFORMATION
----------------------------------------------------------- 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
Loans to participants (Note 4) - - - - - 2,500,389 2,500,389
----------- ---------- ---------- ---------- ---------- ---------- -----------
34,513,622 9,414,239 2,180,358 2,126,624 1,393,856 2,535,296 52,163,995
----------- ---------- ---------- ---------- ---------- ---------- -----------
Dividends and 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
LIABILITIES - - (5,766) (9,602) - - (15,368)
----------- ---------- ---------- ---------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $34,698,947 $9,478,543 $2,190,897 $2,139,609 $1,403,968 $2,535,380 $52,447,344
=========== ========== ========== ========== ========== ========== ===========
The accompanying notes are an integral part of this statement.
</TABLE>
6<PAGE>
<PAGE>
<TABLE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1994
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net investment income:
Dividends $ 1,778,446 $ - $ 78,091 $ 135,341 $ -
Interest 7,418 3,916 730 690 60,578
----------- ----------- ----------- ----------- -----------
1,785,864 3,916 78,821 136,031 60,578
----------- ----------- ----------- ----------- -----------
Realized gain (loss) on investments: 245,538 (782,555) - (239,697) -
----------- ----------- ----------- ----------- -----------
Unrealized appreciation (depreciation)
of investments during year (4,425,902) 305,888 - (49,596) -
----------- ----------- ----------- ----------- -----------
Contributions:
Southwest Gas Corporation 2,075,581 - - - 1,557
Participants 2,772,819 1,850,052 322,792 323,949 99,910
----------- ----------- ----------- ----------- -----------
4,848,400 1,850,052 322,792 323,949 101,467
----------- ----------- ----------- ----------- -----------
Distributions to participants
and beneficiaries (Note 5) (2,002,826) (532,261) (250,623) (182,125) (167,892)
----------- ----------- ----------- ----------- -----------
Transfers between funds (2,888,328) (1,091,008) (460,438) (345,342) (541,041)
----------- ----------- ----------- ----------- -----------
Net increase (decrease) (2,437,254) (245,968) (309,448) (356,780) (546,888)
Net assets available for benefits:
Beginning of year 34,698,947 9,478,543 2,190,897 2,139,609 1,403,968
----------- ----------- ----------- ---------- -----------
End of year $32,261,693 $ 9,232,575 $ 1,881,449 $ 1,782,829 $ 857,080
=========== =========== =========== =========== ===========
<CAPTION>
FUND INFORMATION
----------------------------------------- PARTICIPANT
FUND F FUND G FUND H LOANS TOTAL
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net investment income:
Dividends $ 72,319 $ 41,349 $ 9,325 $ - $ 2,114,871
Interest 1,621 997 278 214,402 290,630
----------- ----------- ----------- ----------- -----------
73,940 42,346 9,603 214,402 2,405,501
----------- ----------- ----------- ----------- -----------
Realized gain (loss) on investments: - (24) - - (776,738)
----------- ----------- ----------- ----------- -----------
Unrealized appreciation (depreciation)
of investments during year (235,774) (114,065) (14,617) - (4,534,066)
----------- ----------- ----------- ----------- -----------
Contributions:
Southwest Gas Corporation - - - - 2,077,138
Participants 537,034 272,146 72,141 - 6,250,843
----------- ----------- ----------- ----------- -----------
537,034 272,146 72,141 - 8,327,981
----------- ----------- ----------- ----------- -----------
Distributions to participants and
Beneficiaries (Note 5) (6,951) (4,540) - - (3,147,218)
----------- ----------- ----------- ----------- -----------
Transfers between funds 2,435,491 1,577,261 427,791 885,614 -
----------- ----------- ---------- ---------- -----------
Net increase (decrease) 2,803,740 1,773,124 494,918 1,100,016 2,275,460
Net assets available for benefits:
Beginning of year - - - 2,535,380 52,447,344
----------- ----------- ---------- ---------- -----------
End of year $ 2,803,740 $ 1,773,124 $ 494,918 $3,635,396 $54,722,804
=========== =========== ========== ========== ===========
The accompanying notes are an integral part of this statement.
</TABLE>
7<PAGE>
<PAGE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
(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 2 percent to 16 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 3 percent of a participant's annual
compensation before bonuses and overtime.
The Company contributions are invested in Fund A. Beginning July 1994,
upon attaining age 50, participants may transfer 100 percent of the amount
representing Company contributions from Fund A to Fund C. All subsequent
Company matching contributions for those participants also will be
invested in Fund C. Before July 1994, an employee, after reaching the age
of 50, could elect to have Company contributions invested in Fund E. No
contributions were made to Fund E after June 1994.
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 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.
8<PAGE>
<PAGE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
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
participant's 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 the year ended December 31,
1994.
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, except those held in Fund E, are stated at quoted
market value as of the date of the statement. Insurance contracts in Fund E
are stated at contract value. Realized gains/losses on investments sold and
the unrealized gains/losses on investments held during the year are determined
on a revalued cost basis.
9<PAGE>
<PAGE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
(3) FUND DESCRIPTIONS
Employees can currently invest their contributions in any combination of seven
investment options (Funds A through D and F through H) in 10 percent
increments. Participants can change the allocation of their ongoing
contributions, and can transfer amounts they previously contributed to other
funds, on a monthly basis in increments of 10 percent. Contributions can no
longer be made to Fund E. Descriptions of the Plan funds are as follows:
FUND A - COMMON STOCK
Contributions are invested in Southwest Gas Corporation common stock.
FUND B - MUTUAL FUND
Contributions are invested in the Fidelity Contrafund which seeks capital
growth by investing primarily in securities which the management of the fund
considers to have better than average prospects for appreciation in value due
to the undervalued or out of favor position of the security. Prior to July
1994, contributions were invested in Twentieth Century Select Investors Fund.
FUND C - MONEY MARKET FUND
Contributions are invested in the Fidelity Retirement Money Market Portfolio
Fund which seeks as high a level of current income as is consistent with the
preservation of capital and liquidity by investing in high-quality, U.S.
dollar-denominated money market investments of U.S. and foreign issues.
Prior to July 1994, contributions were invested in the PaineWebber RMA Money
Fund.
FUND D - FIXED INCOME FUND
Contributions are invested in the Fidelity Investment-Grade Bond Fund which
invests in a broad range of fixed-income securities, primarily investment-
grade debt securities and preferred stocks. Prior to July 1994,
contributions were invested in the PaineWebber GNMA Portfolio.
FUND E - WINDOW GUARANTEED RETURN CONTRACT
Contributions were invested in a three-year guaranteed insurance contract.
Contributions are no longer being made to Fund E.
FUND F - AGGRESSIVE BALANCED FUND
Contributions are invested in the Fidelity Asset Manager: Growth Fund which
seeks to maximize total return over the long term by allocating its assets
among stocks, bonds, and short-term investments with an emphasis on stocks.
This investment option was added in July 1994.
FUND G - MODERATE BALANCED FUND
Contributions are invested in the Fidelity Asset Manager Fund which seeks a
high total return with reduced risk over the long term by using a balanced
mix of stocks, bonds, and short-term investments. This investment option was
added in July 1994.
FUND H - CONSERVATIVE BALANCED FUND
Contributions are invested in the Fidelity Asset Manager: Income Fund which
seeks a high level of current income by maintaining a diversified portfolio
of stocks, bonds, and short-term investments with an emphasis on short-term
investments. This investment option was added in July 1994.
PARTICIPANT LOANS
These funds are the result of loans to participants in the Plan (see Note 4).
10<PAGE>
<PAGE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
The number of employees participating in each fund as of December 31, 1994
and 1993 is as follows:
FUND A FUND B FUND C FUND D FUND E FUND F FUND G FUND H
------ ------ ------ ------ ------ ------ ------ ------
1994 2,097 1,396 632 581 216 643 466 168
1993 1,991 1,175 500 456 272 -- -- --
The total number of employees eligible to participate and the number
participating in the Plan at December 31, 1994 and 1993 are as follows:
ELIGIBLE PARTICIPATING
-------- -------------
1994 2,359 2,098
1993 2,314 1,991
(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. Principal and interest payments on a
Participant's loan will be credited to the Participant's investment accounts
in the same ratio as ongoing contributions.
(5) DISTRIBUTIONS AND FORFEITURES
Balances in the accounts of employees who withdrew from the Plan, and the
amounts disbursed or to be disbursed (see Note 6) to such employees in
settlement thereof during the year ended December 31, 1994 are as follows:
COST MARKET
---------- ----------
Balance in employees' accounts before withdrawals $1,565,388 $1,674,080
Cash and securities disbursed in settlement thereof 1,552,682 1,660,232
---------- ----------
Balance forfeited (nonvested portion) $ 12,706 $ 13,848
========== ==========
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.
11<PAGE>
<PAGE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
(6) PLAN EQUITY
Plan equity at December 31, 1994 and 1993 includes withdrawing participants'
accounts with aggregate market values of $625,510 and $823,196, respectively.
These amounts became payable subsequent to year end.
At December 31, 1994, the Trustee held for the Plan the following:
<TABLE>
<CAPTION>
FUND
----------------------------------------------------------------------------------------------
A B C D E F G H
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Shares or units
held by Trustee 2,247,867 298,466 1,838,625 255,140 856,724 210,884 124,039 46,008
Market value per unit $ 14.13 $ 30.28 $ 1.00 $ 6.85 $ 1.00 $ 12.84 $ 13.83 $ 10.42
</TABLE>
(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. In March 1995, the Company
submitted a request for determination that the Plan meets all applicable
requirements for qualification and tax-exempt status under Section 401(a) and
related provisions of the Internal Revenue Code.
12<PAGE>
<PAGE>
<TABLE>
SCHEDULE I
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1994
<CAPTION>
Number of Fair Market
Shares Cost Value
--------- ------------ -----------
<S> <C> <C> <C>
Common Stock
Southwest Gas Corporation [1] 2,247,867 $34,272,041 $31,751,121
Equity Mutual Fund
Fidelity Contrafund 298,466 8,731,654 9,037,542
Money Market Fund
Fidelity Retirement Money Market Fund 1,838,625 1,838,625 1,838,625
Fixed Income Fund
Fidelity Investment Grade Bond Fund 255,140 1,797,305 1,747,709
Window Guaranteed Return Contract
Hartford Insurance Annuity Contract-92 409,450 639,802 409,450
Hartford Insurance Annuity Contract-93 268,350 518,746 268,350
Hartford Insurance Annuity Contract-94 178,924 178,924 178,924
Aggressive Balanced Fund
Fidelity Asset Manager: Growth Fund 210,884 2,943,519 2,707,745
Moderate Balanced Fund
Fidelity Asset Manager Fund 124,039 1,829,525 1,715,460
Conservative Balanced Fund
Fidelity Asset Manager: Income Fund 46,008 494,025 479,408
Temporary Cash Investments
Dreyfus Treasury Cash Management Fund 57,690 57,690 57,690
----------- -----------
53,301,856 50,192,024
Participant Loans 3,581,695 3,581,695
----------- -----------
$56,883,551 $53,773,719
=========== ===========
[1] Party in interest
</TABLE>
13<PAGE>
<PAGE>
<TABLE>
SCHEDULE II
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Purchases Sales
------------------------- ----------------------------------------------------
Number of Number of Original
Description Transactions Cost Transactions Proceeds Cost Gain (Loss)
- ------------------------------------ ------------ ----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Dreyfus Treasury Cash Management Fund 349 $28,505,641 198 $27,387,450 $27,387,450 $ --
Southwest Gas Corporation Common Stock* 28 4,257,718 5 2,477,522 2,141,064 336,458
Twentieth Century Investors, Inc. 11 861,900 1 9,428,756 9,518,196 (89,440)
Fidelity Asset Manager: Growth Fund 11 2,943,519 -- -- -- --
Fidelity Contrafund 9 9,909,856 2 1,242,900 1,178,202 64,698
Fidelity Retirement Money Market Fund 13 2,238,125 2 399,500 399,500 --
</TABLE>
* 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.
14
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated June 23, 1995, included in this Form 11-K, into Southwest Gas
Corporation's previously filed registration statements (File Nos. 33-35637 and
33-58135).
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 26, 1995
