<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended DECEMBER 31, 1996
----------------------------
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, 1996 and 1995, and
the related statement of changes in net assets available for
benefits for the year ended December 31, 1996 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 MICHAEL O. MAFFIE
-------------------------
Michael O. Maffie
Director, President and
Chief Executive Officer
Southwest Gas Corporation
Dated: June 25, 1997
2<PAGE>
<PAGE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 AND 1995 AND
FOR THE YEAR ENDED DECEMBER 31, 1996
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, 1996 and 1995, and the related statement of
changes in net assets available for benefits for the year ended December
31, 1996. 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, 1996 and 1995, and the changes in net assets
available for benefits for the year ended December 31, 1996, 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, 1996, and reportable
transactions for the year ended December 31, 1996, 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 25, 1997
4<PAGE>
<PAGE>
<TABLE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
<CAPTION>
FUND INFORMATION
----------------------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E FUND F
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at market value (Notes 2 and 3):
Southwest Gas Corporation-Common stock $ 49,619,666 $ -- $ -- $ -- $ -- $ --
Mutual Fund -- 20,929,752 -- -- -- --
Money Market Fund -- -- 4,329,727 -- -- --
Fixed Income Fund -- -- -- 2,138,166 -- --
Window Guaranteed Return Contract -- -- -- -- 121,948 --
Aggressive Balanced Fund -- -- -- -- -- 6,389,908
Moderate Balanced Fund -- -- -- -- -- --
Conservative Balanced Fund -- -- -- -- -- --
Growth & Income Fund -- -- -- -- -- --
Low-Priced Stock Fund -- -- -- -- -- --
Temporary cash investments 469,929 -- -- -- -- --
Loans to participants (Note 4) -- -- -- -- -- --
------------ ------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 50,089,595 $ 20,929,752 $ 4,329,727 $ 2,138,166 $ 121,948 $ 6,389,908
============ ============ ============ ============ ============ ============
FUND INFORMATION
------------------------------------------------------ PARTICIPANT
FUND G FUND H FUND I FUND J LOANS TOTAL
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at market value (Notes 2 and 3):
Southwest Gas Corporation-Common stock $ -- $ -- $ -- $ -- $ -- $ 49,619,666
Mutual Fund -- -- -- -- -- 20,929,752
Money Market Fund -- -- -- -- -- 4,329,727
Fixed Income Fund -- -- -- -- -- 2,138,166
Window Guaranteed Return Contract -- -- -- -- -- 121,948
Aggressive Balanced Fund -- -- -- -- -- 6,389,908
Moderate Balanced Fund 3,470,499 -- -- -- -- 3,470,499
Conservative Balanced Fund -- 974,289 -- -- -- 974,289
Growth & Income Fund -- -- 1,861,838 -- -- 1,861,838
Low-Priced Stock Fund -- -- -- 1,092,400 -- 1,092,400
Temporary cash investments -- -- -- -- 5,600 475,529
Loans to participants (Note 4) -- -- -- -- 4,504,978 4,504,978
------------ ------------- ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 3,470,499 $ 974,289 $ 1,861,838 $ 1,092,400 $ 4,510,578 $ 95,908,700
============ ============= ============ ============ ============ ============
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, 1995
<CAPTION>
FUND INFORMATION
------------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at market value (Notes 2 and 3):
Southwest Gas Corporation-Common stock $ 45,882,211 $ -- $ -- $ -- $ --
Mutual Fund -- 13,496,633 -- -- --
Money Market Fund -- -- 3,047,883 -- --
Fixed Income Fund -- -- -- 2,136,813 --
Window Guaranteed Return Contract -- -- -- -- 403,443
Aggressive Balanced Fund -- -- -- -- --
Moderate Balanced Fund -- -- -- -- --
Conservative Balanced Fund -- -- -- -- --
Temporary cash investments 15,026 445,480 643 431 1,645
Loans to participants (Note 4) -- -- -- -- --
------------ ------------ ------------ ------------ ------------
45,897,237 13,942,113 3,048,526 2,137,244 405,088
Dividends and interest receivable 1,455 411 528 49 20
Contributions receivable:
Southwest Gas Corporation 82,736 -- 217 -- --
Participants 88,637 71,393 13,340 10,731 --
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 46,070,065 $ 14,013,917 $ 3,062,611 $ 2,148,024 $ 405,108
============ ============ ============ ============ ============
FUND INFORMATION
------------------------------------------ PARTICIPANT
FUND F FUND G FUND H LOANS TOTAL
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at market value (Notes 2 and 3):
Southwest Gas Corporation-Common stock $ -- $ -- $ -- $ -- $ 45,882,211
Mutual Fund -- -- -- -- 13,496,633
Money Market Fund -- -- -- -- 3,047,883
Fixed Income Fund -- -- -- -- 2,136,813
Window Guaranteed Return Contract -- -- -- -- 403,443
Aggressive Balanced Fund 4,160,896 -- -- -- 4,160,896
Moderate Balanced Fund -- 2,411,628 -- -- 2,411,628
Conservative Balanced Fund -- -- 695,155 -- 695,155
Temporary cash investments 141,524 126,063 23,330 20,363 774,505
Loans to participants (Note 4) -- -- -- 3,925,561 3,925,561
------------ ------------ ------------ ------------ ------------
4,302,420 2,537,691 718,485 3,945,924 76,934,728
Dividends and interest receivable 151 111 2,405 154 5,284
Contributions receivable:
Southwest Gas Corporation -- -- -- -- 82,953
Participants 34,227 17,896 4,858 -- 241,082
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 4,336,798 $ 2,555,698 $ 725,748 $ 3,946,078 $ 77,264,047
============ ============ ============ ============ ============
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, 1996
<CAPTION>
FUND INFORMATION
---------------------------------------------------------------------------------------
FUND A FUND B FUND C FUND D FUND E FUND F
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net investment income:
Dividends $ 2,159,347 $ 1,625,080 $ 167,380 $ 140,644 $ -- $ 533,717
Interest 6,899 1,798 11,803 12,649 6,825 913
------------ ------------ ------------ ------------ ------------ ------------
2,166,246 1,626,878 179,183 153,293 6,825 534,630
------------ ------------ ------------ ------------ ------------ ------------
Realized gain (loss) on investments 665,114 223,005 -- (3,747) -- 99,506
------------ ------------ ------------ ------------ ------------ ------------
Unrealized gain (loss)
on investments during year 3,328,300 1,596,329 -- (88,285) -- 265,100
------------ ------------ ------------ ------------ ------------ ------------
Contributions:
Southwest Gas Corporation 2,367,771 46,440 14,653 5,619 -- 47,836
Participants 2,302,424 2,238,300 349,505 287,660 -- 1,102,048
------------ ------------ ------------ ------------ ------------ ------------
4,670,195 2,284,740 364,158 293,279 -- 1,149,884
------------ ------------ ------------ ------------ ------------ ------------
Distributions to participants
and beneficiaries (Note 5) (1,638,822) (551,832) (273,489) (67,439) (5,671) (94,048)
------------ ------------ ------------ ------------ ------------ ------------
Transfers between funds (5,171,503) 1,736,715 997,264 (296,959) (284,314) 98,038
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) 4,019,530 6,915,835 1,267,116 (9,858) (283,160) 2,053,110
Net assets available for benefits:
Beginning of year 46,070,065 14,013,917 3,062,611 2,148,024 405,108 4,336,798
------------ ------------ ------------ ------------ ------------ ------------
End of year $ 50,089,595 $ 20,929,752 $ 4,329,727 $ 2,138,166 $ 121,948 $ 6,389,908
============ ============ ============ ============ ============ ============
FUND INFORMATION
--------------------------------------------------------- PARTICIPANT
FUND G FUND H FUND I FUND J LOANS TOTAL
------------ ------------ ------------ ------------ ------------ ------------
Net investment income:
Dividends $ 266,349 $ 60,841 $ 15,288 $ 15,550 $ -- $ 4,984,196
Interest 451 181 16 6 329,794 371,335
------------ ------------ ------------ ------------ ------------ ------------
266,800 61,022 15,304 15,556 329,794 5,355,531
------------ ------------ ------------ ------------ ------------ ------------
Realized gain (loss) on investments 42,594 3,483 1,497 316 -- 1,031,768
------------ ------------ ------------ ------------ ------------ ------------
Unrealized gain (loss)
on investments during year 63,246 (4,552) 83,292 65,656 -- 5,309,086
------------ ------------ ------------ ------------ ------------ ------------
Contributions:
Southwest Gas Corporation 24,898 4,761 2,311 753 -- 2,515,042
Participants 585,170 127,281 103,408 73,172 -- 7,168,968
------------ ------------ ------------ ------------ ------------ ------------
610,068 132,042 105,719 73,925 -- 9,684,010
------------ ------------ ------------ ------------ ------------ ------------
Distributions to participants
and beneficiaries (Note 5) (40,971) (12,622) -- (198) (50,650) (2,735,742)
------------ ------------ ------------ ------------ ------------ ------------
Transfers between funds (26,936) 69,168 1,656,026 937,145 285,356 --
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) 914,801 248,541 1,861,838 1,092,400 564,500 18,644,653
Net assets available for benefits:
Beginning of year 2,555,698 725,748 -- -- 3,946,078 77,264,047
------------ ------------ ------------ ------------ ------------ ------------
End of year $ 3,470,499 $ 974,289 $ 1,861,838 $ 1,092,400 $ 4,510,578 $ 95,908,700
============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of this statement.
</TABLE>
7<PAGE>
<PAGE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(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 document 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 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. Upon attaining age
50, participants may elect the investment funds in which the present
balance of Company contributions, as well as future Company matching
contributions, will be invested.
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:
Vested
Years of Service 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
PAYMENT OF BENEFITS
If a participant terminates employment with the Company as a result
of retirement, death or permanent and total disability, such
participant will be entitled to receive an amount equal to the value
of his account at the end of the month 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 60 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 elect to take a distribution will continue to receive
his share of investment income on all vested portions of his
accounts until reaching the earlier of age 65 or electing to receive
distributions from the Plan.
A participant may in certain circumstances elect to defer receipt of
distributions to a date not later than the end of the taxable year
in which the participant attains age 70-1/2. All distributions to
beneficiaries of a participant must be made within five years after
the participant's death.
PLAN EXPENSES
Plan-related expenses and any other costs of administering the Plan
will be paid with funds from the Plan unless paid by the Company at
its discretion. All Plan expenses were paid by the Company for the
year ended December 31, 1996.
PLAN ADMINISTRATION
Beginning July 1996, Fidelity Management Trust Company replaced Bank
of America as the trustee of the Plan and Fidelity Institutional
Retirement Services Company replaced SunGard Employee Benefits
Systems as the recordkeeper 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 which approximates fair
value. Loans to participants are valued at their outstanding principal
amount. Realized gains/losses on investments sold and the unrealized
gains/losses on investments held during the year are determined on a
revalued cost basis.
(3) FUND DESCRIPTIONS
Employees can currently invest their contributions in any combination of
nine investment options (Funds A through D and F through J) 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:
9<PAGE>
<PAGE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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 securities.
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.
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.
FUND E - WINDOW GUARANTEED RETURN CONTRACT
Contributions are no longer being made to Fund E. Amounts held in Fund
E are invested in three-year guaranteed insurance contracts.
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.
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.
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.
FUND I - GROWTH & INCOME FUND
Contributions are invested in the Fidelity Growth & Income Fund which
seeks a high total return through a combination of current income and
capital appreciation by investing mainly in equity securities of
companies that pay current dividends and offer potential growth of
earnings.
FUND J - LOW-PRICED STOCK FUND
Contributions are invested in the Fidelity Low-Priced Stock Fund which
seeks long-term capital appreciation by investing primarily in low-priced
stocks in smaller, less well-known, or overlooked companies which may be
undervalued and offer the potential for growth.
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
(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) FORFEITURES
The nonvested balances forfeited by participants who withdrew from the
Plan during the year ended December 31, 1996 were $5,853. The market
value of the nonvested portion of a withdrawing participant account is
reallocated to the remaining participants in the Plan.
(6) PLAN EQUITY
Plan equity at December 31, 1995 included requests for withdrawal from
terminated participants with aggregate market values of $142,716. These
amounts were paid subsequent to year end. There were no outstanding
withdrawal requests at December 31, 1996.
At December 31, 1996, the Trustee held for the Plan the following:
<TABLE>
<CAPTION>
FUND
-----------------------------------------------------------------------------------------------------
A B C D E F G H I J
--------- ------- --------- ------- ------- ------- ------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Shares or units
held by Trustee 2,577,645 496,554 4,329,727 300,304 121,948 390,820 210,716 83,918 60,587 51,166
========= ======= ========= ======= ======= ======= ======= ====== ====== ======
Market value
per unit $ 19.25 $ 42.15 $ 1.00 $ 7.12 $ 1.00 $ 16.35 $ 16.47 $11.61 $30.73 $21.35
========= ======= ========= ======= ======= ======= ======= ====== ====== ======
</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
In March 1996, the Company received a favorable determination letter from the
Internal Revenue Service stating that the Plan, amended and restated
effective December 1, 1994, qualifies for deferred tax treatment of
contributions under Section 401(k) of the Internal Revenue Code. It is the
opinion of the Employees' Investment Plan Committee (the Plan Committee) that
the Plan, as amended and as currently operating, is tax exempt and in
compliance with all applicable provisions of the Internal Revenue Code.
11<PAGE>
<PAGE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(9) PLAN AMENDMENTS
The Plan Committee approved an amendment to the Plan effective July 1996.
The amendment included the addition of two new investment options and updated
provisions relating to an automated voice response system which supersedes
the paper forms and manual approvals previously required for fund transfers,
investment elections, and participant loans.
12<PAGE>
<PAGE>
<TABLE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1996
<CAPTION>
Number of Fair Market
Shares Cost Value
--------- ------------ ------------
<S> <C> <C> <C>
Common Stock
Southwest Gas Corporation [1] 2,577,645 $ 41,653,450 $ 49,619,666
Equity Mutual Fund
Fidelity Contrafund 496,554 16,832,388 20,929,752
Money Market Fund
Fidelity Retirement Money Market Fund 4,329,727 4,329,727 4,329,727
Fixed Income Fund
Fidelity Investment Grade Bond Fund 300,304 2,119,019 2,138,166
Window Guaranteed Return Contract
Hartford Insurance Annuity Contract-94 121,948 121,948 121,948
Aggressive Balanced Fund
Fidelity Asset Manager: Growth Fund 390,820 5,811,013 6,389,908
Moderate Balanced Fund
Fidelity Asset Manager Fund 210,716 3,244,047 3,470,499
Conservative Balanced Fund
Fidelity Asset Manager: Income Fund 83,918 938,322 974,289
Growth & Income Fund
Fidelity Growth & Income Fund 60,587 1,778,546 1,861,838
Low-Priced Stock Fund
Fidelity Low-Priced Stock Fund 51,166 1,026,744 1,092,400
Temporary Cash Investments
Interest-bearing cash 475,529 475,529 475,529
------------ ------------
Participant Loans 78,330,733 91,403,722
4,504,978 4,504,978
------------ ------------
$ 82,835,711 $ 95,908,700
============ ============
[1] Party in interest
</TABLE>
13<PAGE>
<PAGE>
<TABLE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<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 209 $ 10,993,925 205 $11,768,432 $ 11,768,432 $ -
Southwest Gas Corporation Common Stock* 104 6,080,705 85 5,974,700 5,205,402 769,298
Fidelity Contrafund 107 3,664,785 68 1,271,539 1,013,989 257,550
* 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 (loss) is recognized on the statement
of changes in net assets available for plan benefits.
</TABLE>
14<PAGE>
<PAGE> EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated June 25, 1997, included in this Form 11-K, into Southwest Gas
Corporation's previously filed registration statement (File No. 33-58135).
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 25, 1997
