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All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein or in a
document, all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or amended, to constitute a part of this
Registration Statement.
Item 4. Description of
Securities
The
Company’s Common Stock, $1.00 par value, (the “Common Stock”) is registered
pursuant to Section 12 of the Exchange Act, and, therefore, the description of securities
is omitted.
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Item 5. Interests of
Named Experts and Counsel
Robert M. Johnson, Esq., as
Assistant General Counsel for the Company, has given an opinion to the Securities and
Exchange Commission upon the validity of the shares of Common Stock registered.
The
consolidated financial statements, incorporated by reference in this Registration
Statement have been audited by PricewaterhouseCoopers LLP, independent accountants, as
indicated in their reports included in the Annual Report on Form 10-K for the year ended
December 31, 2002 and the Southwest Gas Corporation Employees’ Investment Plan Annual
Report on Form 11-K for the years ended December 31, 2002 and 2001, and are incorporated
by reference herein in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
The
consolidated financial statements of Southwest Gas Corporation included in the annual
report on Form 10-K as of December 31, 2001 and for each of the two years then ended
incorporated by reference in this Registration Statement were audited by Arthur Andersen
LLP. We have not been able to obtain, after reasonable efforts, the written consent of
Arthur Andersen LLP to the incorporation by reference in this Registration Statement of
the report dated February 8, 2002 of Arthur Andersen LLP on Southwest Gas
Corporation’s 2001 consolidated financial statements as required by the Securities
Act of 1933. Therefore, in reliance on Rule 437a promulgated under the Securities Act of
1933, the Company has dispensed with the requirement to file a written consent from Arthur
Andersen LLP with this Registration Statement. As a result, the ability of persons who
purchase the Company’s securities pursuant to this Registration Statement to assert
claims against Arthur Andersen LLP may be limited.
Because
the Company has not been able to obtain the written consent of Arthur Andersen LLP, such
persons may not have an effective remedy against Arthur Andersen LLP for any untrue
statements of a material fact contained in Arthur Andersen’s report or the financial
statements covered thereby or any omissions to state a material fact required to be stated
therein.
Item 6. Indemnification
of Directors and Officers
The Company’s
Articles of Incorporation contain a provision which eliminates the liability of directors
for monetary damages to the fullest extent permissible under California law. The General
Corporation Law of California (the “Law”) (i) authorizes the elimination of
liability of directors for monetary damages in an action brought by a shareholder in the
right of the Company or by the Company for breach of a director’s duties to the
Company and its shareholders and (ii) authorizes the Company to indemnify directors
and officers for monetary damages for all acts or omissions committed by them in their
respective capacities; provided, however, that liability is not limited nor may
indemnification be provided (a) for acts or omissions that involve intentional
misconduct or knowing and culpable violation of law, (b) for acts or omissions that a
director or officer believes to be contrary to the best interests of the Company or its
shareholders or that involve the absence of good faith on the part of a director or
officer seeking indemnification, (c) for any transaction from which a director or
officer derives an improper personal benefit, (d) for acts or omissions that show a
reckless disregard for the director’s or officer’s duty to the Company or its
shareholders in circumstances in which such person was aware, or should have been aware,
in the ordinary course of performing his or her duties, of a risk of serious injury to the
Company or its shareholders, (e) for acts or omissions that constitute an unexcused
pattern of inattention that amounts to an abdication of the director’s or
officer’s duty to the Company or its shareholders, and (f) for liabilities
arising under Section 310 (contracts in which a director has a material financial
interest) and Section 316 (certain unlawful dividends, distributions, loans and
guarantees) of the Law. In addition, the Company may not indemnify directors and officers
in circumstances in which indemnification is expressly prohibited by Section 317 of
the Law.
The
bylaws of the Company provide that the Company has the power to indemnify directors and
officers to the fullest extent permitted under California law and the Company’s
Articles of Incorporation. The Company has entered into indemnification agreements with
its directors and officers which require that the Company indemnify such directors and
officers in all cases to the fullest extent permitted by applicable provisions of the Law.
The Company also maintains a directors’ and officers’ liability insurance policy
insuring directors and officers of the Company for covered losses as defined in the
policy.
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Item 7. Exemption from
Registration Claimed
Not
applicable.
Item 8. Exhibits
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