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PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 17, 1995)
SOUTHWEST GAS CORPORATION
Dividend Reinvestment and Stock Purchase Plan
This prospectus supplement refers to the Prospectus dated March 17,
1995 for the Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
Southwest Gas Corporation (the "Company") and provides additional information
with regard to the Common Stock of the Company issued pursuant to the Plan
(the "Common Stock").
On March 5, 1996, the Board of Directors of the Company adopted a
Shareholder Rights Plan (the "Rights Plan") pursuant to which the Company will
distribute one right ("Right") for each share of Common Stock issued pursuant
to the Plan as of the close of business on April 15, 1996 (the "Record Date").
In addition, the Board of Directors authorized the distribution of one Right
for each share of Common Stock issued after the Record Date, but prior to the
date the Rights become exercisable, are redeemed or expire.
Each full Right, if it becomes exercisable, initially entitles the
holder to purchase from the Company a unit of one one-hundredth of a share of
Junior Participating Preference Stock, par value $20.00 per share, at a
purchase price of $45.00 per unit, subject to adjustment. The Rights will
expire at the close of business on April 15, 2006 unless redeemed earlier.
The Rights may not be exercised, and will not detach or trade separately from
the Common Stock except as described below.
The Rights will detach from the Common Stock and may be exercised
only if a person or group becomes the beneficial owner of 20% or more of the
Common Stock (a "Stock Acquisition"). If a Stock Acquisition occurs (except
pursuant to an offer for all outstanding shares of Common Stock which the
Company's independent directors determine is adequate and otherwise in the
best interests of the Company and its shareholders), the Rights "flip-in" and,
each Right not owned by such person will entitle the holder to purchase, at
the Rights' then-current exercise price, the Common Stock or, if the number of
shares of the authorized Common Stock is insufficient to permit the full
exercise of the Rights, capital stock or other securities of the Company
having an equivalent value equal to twice the Right's exercise price. In
addition, if at any time following a Stock Acquisition, (i) the Company is
acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation (other than a merger which follows an
offer at the same price and for the same consideration as the offer approved
by the Board of Directors of the Company as described in the immediately
preceding sentence), or (ii) 50% or more of the Company's assets or earnings<PAGE>
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power is sold or transferred, the Rights "flip-over" and each unexercised
Right will entitle its holder to purchase, at the Right's then-current
exercise price, common shares of the other person having an equivalent value
equal to twice the Right's exercise price. The Rights may be redeemed by the
Company at any time prior to ten business days following the date of a Stock
Acquisition (which period may be extended by the Company's Board of Directors
at any time while the Rights are still redeemable). Upon the occurrence of a
"flip-in" or "flip-over" event, if the Rights are not redeemed, the Rights
would result in substantial dilution to any person who has acquired 20% or
more of the outstanding Common Stock or who attempts to merge or consolidate
with the Company. As a result, the Rights may deter potential attempts to
acquire control of the Company without the approval of the Company's Board of
Directors.
The date of this Prospectus Supplement is April 15, 1996.
