Item 5. Other Events and
Regulation FD Disclosure.
In connection with Southwest Gas
Corporation’s (“Southwest” or the “Company”) Registration
Statement on Form S-3, the Company is filing a description of its common stock, for the purpose
of updating that description, and a form of common stock certificate.
Southwest is authorized to issue up
to 45,000,000 shares of its common stock, $1.00 par value. As of March 31, 2003,
33,558,966 shares of its common stock were outstanding.
The holders of Southwest common stock
are entitled to receive such dividends as the Southwest board of directors may from time
to time declare, subject to any rights of holders of outstanding shares of Southwest
preferred stock. Except as otherwise provided by law, each holder of common stock is
entitled to one vote per share on each matter submitted to a vote of a meeting of
shareholders, subject to cumulative voting rights with respect to the election of
directors and any class or series voting rights of holders of preferred stock.
In the event of any liquidation,
dissolution or winding up of Southwest, whether voluntary or involuntary, the holders of
shares of Southwest common stock, subject to any rights of holders of outstanding shares
of Southwest preferred stock, are entitled to receive any remaining assets of Southwest
after the discharge of its liabilities.
Holders of Southwest common stock are
not entitled to preemptive rights to subscribe for or purchase any part of any new or
additional issue of stock or securities convertible into stock. Southwest common stock
does not contain any redemption provisions or conversion rights and is not liable to
assessment or further call.
Southwest is the registrar and
transfer agent for its common stock.
The Southwest board of directors is
authorized, pursuant to Southwest’s articles of incorporation, to issue up to
5,000,000 shares of preferred stock in one or more series and to determine or alter the
rights, preferences, privileges and restrictions granted to or imposed upon any such
series. As of March 31, 2003, no shares of preferred stock were outstanding.
Item 7. Financial
Statements and Exhibits.
(c) Exhibits
4 Form of
common stock certificate.
|