<PAGE>
- - -------------------------------------------------------------------------------
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, 1997
--------------------------
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>
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, 1997 and 1996, and the related
statement of changes in net assets available for benefits for the
year ended December 31, 1997 and notes to financial statements,
together with the report thereon of Arthur Andersen LLP, independent
public accountants.
(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 29, 1998
2<PAGE>
<PAGE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997 AND 1996 AND
FOR THE YEAR ENDED DECEMBER 31, 1997
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, 1997 and 1996, and the related statement of changes
in net assets available for benefits for the year ended December 31, 1997.
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, 1997 and 1996, and the changes in net assets available for
benefits for the year ended December 31, 1997, 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, 1997, and reportable transactions
for the year ended December 31, 1997, 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 Fund Information 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 rather than to
present the net assets available for benefits and changes in net assets
available for benefits of each fund. 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 29, 1998
4<PAGE>
<PAGE>
<TABLE>
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
<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 $45,060,813 $ - $ - $ - $ - $ -
Mutual Fund - 28,807,658 - - - -
Money Market Fund - - 5,021,429 - - -
Fixed Income Fund - - - 2,692,577 - -
Window Guaranteed Return Contract - - - - - -
Aggressive Balanced Fund - - - - - 8,750,221
Moderate Balanced Fund - - - - - -
Conservative Balanced Fund - - - - - -
Growth & Income Fund - - - - - -
Low-Priced Stock Fund - - - - - -
Temporary cash investments 650,498 - - - - -
Loans to participants (Note 4) - - - - - -
----------- ----------- ----------- ----------- ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $45,711,311 $28,807,658 $ 5,021,429 $ 2,692,577 $ - $ 8,750,221
=========== =========== =========== =========== =========== ============
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 $ - $ - $ - $ - $ - $ 45,060,813
Mutual Fund - - - - - 28,807,658
Money Market Fund - - - - - 5,021,429
Fixed Income Fund - - - - - 2,692,577
Window Guaranteed Return Contract - - - - - -
Aggressive Balanced Fund - - - - - 8,750,221
Moderate Balanced Fund 4,284,823 - - - - 4,284,823
Conservative Balanced Fund - 1,320,392 - - - 1,320,392
Growth & Income Fund - - 5,718,943 - - 5,718,943
Low-Priced Stock Fund - - - 4,020,307 - 4,020,307
Temporary cash investments - - - - - 650,498
Loans to participants (Note 4) - - - - 5,050,026 5,050,026
----------- ----------- ----------- ----------- ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 4,284,823 $ 1,320,392 $ 5,718,943 $ 4,020,307 $ 5,050,026 $111,377,687
=========== =========== =========== =========== =========== ============
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, 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>
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, 1997
<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:
Interest and Dividends $ 2,005,707 $ 2,723,212 $ 254,410 $ 148,306 $ - $ 907,039
Loan Fees - - - - -
----------- ----------- ----------- ----------- ----------- ------------
2,005,707 2,723,212 254,410 148,306 - 907,039
----------- ----------- ----------- ----------- ----------- ------------
Realized gain (loss) on investments (221,505) 393,603 - 3,303 - 180,364
----------- ----------- ----------- ----------- ----------- ------------
Unrealized appreciation (depreciation)
of investments during year (1,115,537) 1,977,396 - 53,452 - 646,554
----------- ----------- ----------- ----------- ----------- ------------
Contributions:
Southwest Gas Corporation 2,336,511 15,128 13,157 457 - 5,308
Participants 1,727,691 2,534,553 348,695 250,954 - 1,014,389
Rollovers (75) 7,070 131 - - 13,522
----------- ----------- ----------- ----------- ----------- ------------
4,064,127 2,556,751 361,983 251,411 - 1,033,219
----------- ----------- ----------- ----------- ----------- ------------
Distributions to participants
and beneficiaries (Note 5) (2,098,870) (1,196,484) (873,781) (144,311) - (312,252)
----------- ----------- ----------- ----------- ----------- ------------
Transfers between funds (7,012,206) 1,423,428 949,090 242,250 (121,948) (94,611)
----------- ----------- ----------- ----------- ----------- ------------
Net increase (decrease) (4,378,284) 7,877,906 691,702 554,411 (121,948) 2,360,313
Net assets available for benefits:
Beginning of year 50,089,595 20,929,752 4,329,727 2,138,166 121,948 6,389,908
----------- ----------- ----------- ----------- ----------- ------------
End of year $45,711,311 $28,807,658 $ 5,021,429 $ 2,692,577 $ - $ 8,750,221
=========== =========== =========== =========== =========== ============
PARTICIPANT
-----------------------------------------------------------
FUND G FUND H FUND I FUND J LOANS TOTAL
----------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net investment income:
Interest and Dividends $ 374,241 $ 90,561 $ 233,139 $ 259,955 $ 479,018 $ 7,475,588
Loan Fees - - - - (12,784) (12,784)
----------- ----------- ----------- ----------- ----------- ------------
374,241 90,561 233,139 259,955 466,234 7,462,804
----------- ----------- ----------- ----------- ----------- ------------
Realized gain (loss) on investments 100,779 23,338 170,893 53,378 - 704,153
----------- ----------- ----------- ----------- ----------- ------------
Unrealized appreciation (depreciation)
of investments during year 323,489 42,103 529,743 344,975 - 2,802,175
----------- ----------- ----------- ----------- ----------- ------------
Contributions:
Southwest Gas Corporation 3,192 1,621 17,239 10,512 - 2,403,125
Participants 524,013 126,526 496,248 417,755 - 7,440,824
Rollovers (14) - 16,949 13,156 - 50,739
----------- ----------- ----------- ----------- ----------- ------------
527,191 128,147 530,436 441,423 - 9,894,688
----------- ----------- ----------- ----------- ----------- ------------
Distributions to participants
and beneficiaries (Note 5) (184,614) (127,579) (177,501) (118,260) (161,181) (5,394,833)
----------- ----------- ----------- ----------- ----------- ------------
Transfers between funds (326,762) 189,533 2,570,395 1,946,436 234,395 -
----------- ----------- ----------- ----------- ----------- ------------
Net increase (decrease) 814,324 346,103 3,857,105 2,927,907 539,448 15,468,987
Net assets available for benefits:
Beginning of year 3,470,499 974,289 1,861,838 1,092,400 4,510,578 95,908,700
----------- ----------- ----------- ----------- ----------- ------------
End of year $ 4,284,823 $ 1,320,392 $ 5,718,943 $ 4,020,307 $ 5,050,026 $111,377,687
=========== =========== =========== =========== =========== ============
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).
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method
of accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
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.
PARTICIPANTS ACCOUNTS
Each participant account is credited with the participant's contribution and
the portion contributed by the Company. The portion contributed by the
participant is invested in the various funds according to the direction of
the participant. 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, except loan origination and maintenance fees for loans
initiated after July 1, 1996, were paid by the Company for the year ended
December 31, 1997. Loan origination and maintenance fees paid by Plan
participants for the year ended December 31, 1997 were $12,784.
PLAN ADMINISTRATION
Fidelity Management Trust Company acts as the trustee and Fidelity
Institutional Retirement Services Company performs all recordkeeping of the
Plan.
(2) 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.
At December 31, 1997, investments representing 5 percent or more of the Plan's
net assets are: (a) Southwest Gas Corporation Common Stock - $45,060,813
(40%), (b) Fidelity Contrafund - $28,807,658 (26%), (c) Asset Manager: Growth
Fund - $8,750,221 (8%), and (d) Fidelity Growth & Income Fund - $5,718,943
(5%).
(3) FUND DESCRIPTIONS
During 1997, employees could 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
were 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. As of May 1998, this
investment option was eliminated from the Plan.
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. As of May 1998, this investment option was eliminated from the
Plan.
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 small, 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, 1997 were $21,090. The market value of the
nonvested portion of a withdrawing participant account is reallocated to the
remaining participants in the Plan.
(6) PLAN EQUITY
There were no outstanding withdrawal requests at December 31, 1996 and 1997.
At December 31, 1997, 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 2,411,281 617,792 5,021,429 369,860 - 473,497 233,505 108,407 150,104 159,980
Market value
Per Unit $ 18.69 $ 46.63 $ 1.00 $ 7.28 $ - $ 18.48 $ 18.35 $ 12.18 $ 38.10 $ 25.13
========= ======= ========= ======= ====== ======= ======= ======= ======= =======
</TABLE>
(7) RELATED PARTY TRANSACTIONS
Investments in Fund A consist of Company Common Stock and are considered party-
in-interest. Investments in Funds B through D and F through J are managed by
Fidelity, the Plan trustee, and are also considered party-in-interest.
(8) 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.
(9) 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>
<TABLE>
SCHEDULE I
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1997
<CAPTION>
Number of Fair Market
Shares Cost Value
--------- ------------- -------------
<S> <C> <C> <C>
Common Stock
Southwest Gas Corporation* 2,411,281 $ 40,177,499 $ 45,060,813
Mutual Fund
Fidelity Contrafund* 617,792 23,256,383 28,807,658
Money Market Fund
Fidelity Retirement Money Market Portfolio Fund* 5,021,429 5,021,429 5,021,429
Fixed Income Fund
Fidelity Investment-Grade Bond Fund* 369,860 2,622,992 2,692,577
Aggressive Balanced Fund
Fidelity Asset Manager: Growth Fund* 473,497 7,605,424 8,750,221
Moderate Balanced Fund
Fidelity Asset Manager Fund* 233,505 3,767,842 4,284,823
Conservative Balanced Fund
Fidelity Asset Manager: Income Fund* 108,407 1,241,239 1,320,392
Growth & Income Fund
Fidelity Growth & Income Fund* 150,104 5,019,820 5,718,943
Low-Priced Stock Fund
Fidelity Low-Priced Stock Fund* 159,980 3,612,799 4,020,307
Temporary Cash Investments
Interest-bearing cash* 650,498 650,498 650,498
------------- -------------
92,975,925 106,327,661
Participant Loans 5,050,026 5,050,026
------------- -------------
$ 98,025,951 $ 111,377,687
============= =============
*Party-in-interest
</TABLE>
12<PAGE>
<PAGE>
<TABLE>
SCHEDULE II
SOUTHWEST GAS CORPORATION
EMPLOYEES' INVESTMENT PLAN
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
Purchases Sales
------------------------ ------------------------------------------------------
Number of Number of Original
Description Transactions Cost Transactions Proceeds Cost Gain
- - ----------------------------------------------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Southwest Gas Corporation Common Stock * 244 $ 8,104,558 239 $ 11,164,455 $ 9,580,510 $ 1,583,945
Fidelity Contrafund 236 10,130,499 201 4,623,592 3,704,502 919,090
Fidelity Growth & Income Fund 195 4,514,854 87 1,358,384 1,273,580 84,804
Fidelity Asset Manager: Growth Fund 203 3,286,696 159 1,753,301 1,492,284 261,017
Fidelity Retirement Money Market Portfolio Fund 181 4,335,616 166 3,643,914 3,643,914 -
* 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 benefits.
</TABLE>
13<PAGE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated June 29, 1998 included in this Form 11-K, into Southwest Gas
Corporation's previously filed registration statements (File Nos. 33-58135 and
333-31267).
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 29, 1998<PAGE>
