-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MRFiP1VpJ4l0woQMCHUE6naSWn4m37Kur4PSrp8gdS+KO5fXcBZdt9plncN2yFsB hMWYYVBRbH+qTlamBW35yw== 0000092416-99-000034.txt : 19990730 0000092416-99-000034.hdr.sgml : 19990730 ACCESSION NUMBER: 0000092416-99-000034 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST GAS CORP CENTRAL INDEX KEY: 0000092416 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 880085720 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-07850 FILM NUMBER: 99673369 BUSINESS ADDRESS: STREET 1: 5241 SPRING MOUNTAIN RD STREET 2: PO BOX 98510 CITY: LAS VEGAS STATE: NV ZIP: 89193-8510 BUSINESS PHONE: 7028767237 MAIL ADDRESS: STREET 1: 5241 SPRING MOUNTAIN RD STREET 2: PO BOX 98510 CITY: LAS VEGAS STATE: NV ZIP: 89193 DEFA14A 1 ADDITIONAL PROXY MATERIAL 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. -----END PRIVACY-ENHANCED MESSAGE-----