SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ______ HARRIS TRUST AND SAVINGS BANK (Name of Trustee) Illinois 36-1194448 (State of Incorporation) (I.R.S. Employer Identification No.) 111 West Monroe Street, Chicago, Illinois 60603 (Address of principal executive offices) Daniel Donovan, Harris Trust and Savings Bank, 311 West Monroe Street, Chicago, Illinois, 60606 312-461-2908 phone 312-461-3525 facsimile (Name, address and telephone number for agent for service) SOUTHWEST GAS CORPORATION (Name of Obligor) California 88-0085720 (State of Incorporation) (I.R.S. Employer Identification No.) 5241 Spring Mountain Road Las Vegas Nevada 89102 (Address of principal executive offices) Debt Securities (Title of indenture securities) 1. GENERAL INFORMATION. Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject. Commissioner of Banks and Trust Companies, State of Illinois, Springfield, Illinois; Chicago Clearing House Association, 164 West Jackson Boulevard, Chicago, Illinois; Federal Deposit Insurance Corporation, Washington, D.C.; The Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Harris Trust and Savings Bank is authorized to exercise corporate trust powers. 2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee, describe each such affiliation. The Obligor is not an affiliate of the Trustee. 3. thru 15. NO RESPONSE NECESSARY 16. LIST OF EXHIBITS. 1. A copy of the articles of association of the Trustee is now in effect which includes the authority of the trustee to commence business and to exercise corporate trust powers. A copy of the Certificate of Merger dated April 1, 1972 between Harris Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which constitutes the articles of association of the Trustee as now in effect and includes the authority of the Trustee to commence business and to exercise corporate trust powers was filed in connection with the Registration Statement of Louisville Gas and Electric Company, File No. 2-44295, and is incorporated herein by reference. 2. A copy of the existing by-laws of the Trustee. A copy of the existing by-laws of the Trustee was filed in connection with the Registration Statement of C-Cube Microsystems Inc., File No. 33-97166, and is incorporated herein by reference. 3. The consents of the Trustee required by Section 321(b) of the Act. (included as Exhibit A on page 2 of this statement) 4. A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. (included as Exhibit B on page 3 of this statement) 1 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the laws of the State of Illinois, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 19th day of July, 1996. HARRIS TRUST AND SAVINGS BANK By: /s/ J. Bartolini ------------------------- J. Bartolini Vice President EXHIBIT A The consents of the trustee required by Section 321(b) of the Act. Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that reports of examinations of said trustee by Federal and State authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. HARRIS TRUST AND SAVINGS BANK By: /s/ J. Bartolini ------------------------- J. Bartolini Vice President 2 EXHIBIT B Attached is a true and correct copy of the statement of condition of Harris Trust and Savings Bank as of March 31, 1996, as published in accordance with a call made by the State Banking Authority and by the Federal Reserve Bank of the Seventh Reserve District. [LOGO] HARRIS BANK Harris Trust and Savings Bank 111 West Monroe Street Chicago, Illinois 60603 of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of business on March 31, 1996, a state banking institution organized and operating under the banking laws of this State and a member of the Federal Reserve System. Published in accordance with a call made by the Commissioner of Banks and Trust Companies of the State of Illinois and by the Federal Reserve Bank of this District. Bank's Transit Number 71000288 3
THOUSANDS ASSETS OF DOLLARS Cash and balances due from depository institutions: Non-interest bearing balances and currency and coin.................................... $971,800 Interest bearing balances.............................................................. $508,198 Securities:................................................................................. a. Held-to-maturity securities $0 b. Available-for-sale securities $2,925,091 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold..................................................................... $304,450 Securities purchased under agreements to resell........................................ $0 Loans and lease financing receivables: Loans and leases, net of unearned income............................................... $7,653,290 LESS: Allowance for loan and lease losses............................................. $97,833 --------------- Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b)................................................................... $7,555,457 Assets held in trading accounts............................................................. $107,161 Premises and fixed assets (including capitalized leases).................................... $139,122 Other real estate owned..................................................................... $203 Investments in unconsolidated subsidiaries and associated companies......................... $200 Customer's liability to this bank on acceptances outstanding................................ $71,355 Intangible assets........................................................................... $18,251 Other assets................................................................................ $474,460 --------------------- TOTAL ASSETS $13,075,748 ===================== I, Steve Neudecker, Vice President of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. STEVE NEUDECKER 4/30/96 We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and, to the best of our knowledge and belief, has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and the Commissioner of Banks and Trust Companies of the State of Illinois and is true and correct. EDWARD W. LYMAN, ALAN G. McNALLY, MARIBETH S. RAHE Directors. 4
LIABILITIES Deposits: In domestic offices....................................................................... $4,830,361 Non-interest bearing................................................................... $2,390,307 Interest bearing....................................................................... $2,440,054 In foreign offices, Edge and Agreement subsidiaries, and IBF's............................ $2,990,031 Non-interest bearing................................................................... $71,451 Interest bearing....................................................................... $2,918,580 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds purchased................................................................... $882,146 Securities sold under agreements to repurchase............................................ $2,020,913 Trading Liabilities $66,711 Other borrowed money:....................................................................... a. With remaining maturity of one year or less $897,852 b. With remaining maturity of more than one year .......................................... $11,520 Bank's liability on acceptances executed and outstanding $71,355 Subordinated notes and debentures........................................................... $295,000 Other liabilities........................................................................... $186,774 ----------------------- TOTAL LIABILITIES $12,252,663 ======================= EQUITY CAPITAL Common stock................................................................................ $100,000 Surplus..................................................................................... $275,000 a. Undivided profits and capital reserves.................................................. $470,392 b. Net unrealized holding gains (losses) on available-for-sale securities ($22,307) ----------------------- TOTAL EQUITY CAPITAL $823,085 ======================= Total liabilities, limited-life preferred stock, and equity capital......................... $13,075,748 =======================