SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Southwest Gas Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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1) Title of each class of securities to which transaction applies:
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(SC14A-07/98)
It's Time To Vote Your Shares
Dear Southwester:
Recently you received your proxy statement and ballot for the company's annual
meeting. The Board of Directors and I want to encourage you to read the proxy
materials and vote for the merger with ONEOK, Inc. on the proxy ballot. Again, I
want to encourage each of you to VOTE FOR THE MERGER. If you do not return your
proxy card, it has the same effect as voting against the merger. If you have
misplaced or discarded your proxy card, please call Kathy Bailey at (702)
876-7041 for a replacement.
While proxy votes are always important, your vote this year will have a direct
impact on the immediate future of the company since the employees together own
more than 10 percent of the common shares. I'd like to repeat my previous
comments that the combination of the two companies will strengthen our company
and reassure our ability to continue to meet the challenges of growth and
enhance customer service. Southwest Gas and ONEOK share similar philosophies
about the importance of you as an employee, customer service and our community
involvement.
Some of you have also expressed concern about your shares that are held in your
401(k) account. Let me assure you that your money is in a trust and that no one
can touch it. The only decision you will have to make--if you hold Southwest Gas
stock in your 401(k) employee contribution account--is in which fund or funds
you want to reinvest the cash from the sale of your stock. The investment
vehicle alternatives for your 401(k) match are being analyzed and a final
determination will be made as we approach the close of the transaction. Again,
it's still premature to discuss specific options, but let me assure you that the
money invested in the 401(k) will stay there and that it is protected. Stock
held outside the 401(k) will be converted to cash.
I think you will agree after reading the summary of the merger details (pages
1-5 of the proxy statement) and the remainder of the proxy statement that this
is important to you as an employee and to the company.
Sincerely,
Michael O. Maffie
President/Chief Executive Officer
