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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[_] Definitive Proxy Statement Commission Only (as permitted
[X] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Southwest Gas Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
- --------------------------------------------------------------------------------
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
(SC14A-07/98)
Media Contact: Sitrick And Company
Lew Phelps (310) 788-2850
Mike Geczi (212) 573-6100
Shareholder Contact: Laura Hobbs, Las Vegas, NV (702) 876-7237
Institutional Shareholder Services Recommends "YES" Vote
On Southwest Gas Corp. Acquisition by ONEOK
Las Vegas, NV (July 29, 1999) - Institutional Shareholder Services (ISS), the
leading proxy advisory, research and voting agent for institutional investors,
has recommended to its clients that they vote in favor of the proposed
acquisition of Southwest Gas Corp. (NYSE:SWX) by ONEOK Inc., (NYSE:OKE).
"In view of the likelihood of completion in a matter of months, the market
premium offered, and the fairness opinion, we believe the merger agreement
warrants shareholder support," the ISS recommendation concluded.
The board of Southwest Gas Corp. has accepted a purchase offer of $30 a share
from ONEOK. The proposed acquisition will be voted upon by Southwest Gas
shareholders at the company's annual meeting, scheduled for August 10, 1999, at
the company's headquarters in Las Vegas.
In noting the decision by the Southwest Gas board to reject an unsolicited
competing offer from Southern Union Co., ISS said that Southwest Gas believes
that it has valid arguments for preferring ONEOK's offer. ISS further says that
"Shareholders naturally want the most money they can get for their shares, but
they also need certainty." The choice for shareholders, ISS said, is "to accept
the ONEOK deal or no deal at all."
If shareholder approval and required regulatory approvals are obtained on
approximately the expected timetable, the company expects the merger will be
consummated about midway through the fourth quarter of 1999.
