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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
UNITED CITIES GAS COMPANY
(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
909823106000
(CUSIP Number)
STEPHEN A. BOUCHARD, ESQ.
FLEISCHMAN AND WALSH, L.L.P.
1400 SIXTEENTH STREET, N.W.
WASHINGTON, D.C. 20036
(202) 939-7900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 23, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this state-
ment [X]. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial owner-
ship of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
information which would alter disclosures provided in a prior
cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise sub-
ject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes.)
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SOUTHERN UNION COMPANY 75-0571592
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2. Check the Appropriate Box If A Member Of A Group* (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds*
WC (See Item 3)
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5. Check Box If Disclosure Of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e). [ ]
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6. Citizenship Or Place Of Organization
DELAWARE
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7. Sole Voting Power
854,300
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Number of shares 8. Shared Voting Power
Beneficially None
Owned by Each ----------------------------------------------
Reporting Person 9. Sole Dispositive Power
With: 854,300
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10. Shared Dispositive Power
None
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11. Aggregate Amount Beneficially Owned By Each
Reporting Person
854,300
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12. Check Box If The Aggregate Amount In Row (11)
Excludes Certain Shares* [ ]
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13. Percent Of Class Represented By Amount In Row (11)
6.5% (See Item 5)
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14. Type Of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
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This statement on Schedule 13D relates to the common stock, with-
out par value (the "Common Stock") of United Cities Gas Company,
an Illinois and Virginia corporation (the "Issuer"/NASDAQ: UCIT).
The address of the principal executive offices of the Issuer is
5300 Maryland Way, Brentwood, Tennessee 37027.
Item 2. Identity and Background
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(a), (b), (c) and (f)
Name of Reporting Person: Southern Union Company ("Reporting
Person"/NYSE: SUG)
State of Incorporation: Delaware
Principal Business: The Reporting Person's principal line of
business is the distribution of natural gas as a public
utility in Texas and Missouri.
Address of Principal Business: 504 Lavaca Street, Eighth
Floor, Austin, Texas 78701
Address of Principal Office: 504 Lavaca Street, Eighth
Floor, Austin, Texas 78701
Information in response to paragraphs (a), (b), (c) and (f) of
this Item 2 with respect to the executive officers and directors
of the Reporting Person is set forth in Schedule I hereto and is
incorporated herein by reference.
(d)-(e)
During the last five years, neither the Reporting Person nor, to
the best knowledge of the Reporting Person, any of its executive
officers or directors has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities sub-
ject to, Federal or State securities laws or finding any viola-
tion with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
The Reporting Person has used working capital to fund all pur-
chases of Common Stock to date, and expects to fund any addi-
tional purchases of Common Stock with working capital. The
Reporting Person's sources of working capital include its
pre-existing revolving credit agreement (see Item 7). The aggre-
gate purchase price, net of brokerage commissions, for the
854,300 shares of Common Stock presently owned by the Reporting
Person was $16,067,488.
Item 4. Purpose of Transaction
- -------------------------------
(a)-(j)
The Reporting Person intends to continuously review its invest-
ment in the Issuer, and to explore all options that may be avail-
able to it relating to its investment in the Issuer.
(a)
The Reporting Person plans to purchase additional shares of Com-
mon Stock, but may in the future decide to sell a portion or all
of any shares of Common Stock that it may now or hereafter own.
The Reporting Person's decisions as to additional purchases or
any sales of any shares of Common Stock will be made in light of
market conditions, applicable legal and regulatory constraints
and other factors that the Reporting Person may from time to
time deem appropriate.
(b)-(j)
The Reporting Person presently has no definite plans or propo-
sals relating to or that would result in any transaction of the
types described in paragraphs (b) through (j) of Item 4 to
Schedule 13D. Options that the Reporting Person may explore
could relate to or result in plans or proposals in the future
with respect to one or more such transactions, including alter-
natives to the sale of the Issuer to Atmos Energy Corporation
(NYSE: ATO) as presently proposed by the Issuer's board of
directors. Such alternatives may include transactions
involving or affecting the Issuer or its securities, either
directly or indirectly, including transactions involving or
affecting the Issuer's proposed purchaser, Atmos Energy
Corporation, or its securities.
Item 5. Interest in Securities of the Issuer
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(a) The Reporting Person beneficially owns 854,300 shares of
Common Stock. According to the Issuer's press release,
dated July 22, 1996, the Issuer had 13,102,913 shares of
Common Stock outstanding as of June 30, 1996; accordingly,
the Reporting Person beneficially owns 6.5% of all Common
Stock reported to be outstanding as of June 30, 1996.
(b) With respect to the Common Stock, the Reporting Person has:
(i) Sole power to vote or direct the vote of 854,300
shares of Common Stock;
(ii) Shared power to vote or direct the vote of zero shares
of Common Stock;
(iii) Sole power to dispose or direct the disposition of
854,300 shares of Common Stock; and
(iv) Shared power to dispose or direct the disposition of
zero shares of Common Stock.
(c) Set forth below are descriptions of transactions in the
Common Stock by the Reporting Person effected during the
past 60 days, all of which represent open market purchases,
net of brokerage commissions:
Number of Shares of
Date of Transaction Common Stock Price Per Share
------------------- ------------------- ---------------
July 23, 1996 43,000 $20.0000
July 23, 1996 19,000 19.8750
July 23, 1996 5,000 19.6250
July 23, 1996 20,000 19.7500
July 24, 1996 25,000 19.7500
July 24, 1996 10,000 19.6250
July 24, 1996 7,000 19.8750
July 24, 1996 21,000 20.0000
July 25, 1996 22,500 19.8750
July 25, 1996 3,000 19.7500
July 26, 1996 6,000 19.8750
July 26, 1996 1,000 19.6250
July 26, 1996 20,600 19.7500
July 29, 1996 18,400 19.7500
July 29, 1996 11,000 19.6250
July 30, 1996 21,400 19.7500
July 31, 1996 5,000 19.8125
July 31, 1996 10,400 19.7500
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
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None.
Item 7. Material to be Filed as Exhibits
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Exhibit 1 Revolving Credit Agreement, Revolving Note and Loan
Documents, between the Reporting Person and the Banks
named therein, dated September 30, 1993, as amended
(filed by the Reporting Person (Commission File No.
1-6407) as: Exhibit 99.2 to Reporting Person's Cur-
rent Report on Form 8-K dated October 13, 1993,
Exhibit 10.1 to Reporting Person's Registration
Statement on Form S-3 (No. 33-70604), Exhibit 10(c)
to Reporting Person's Transition Report on Form 10-K
for the year ended June 30, 1994 and Exhibit 10.1 to
Reporting Person's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995, each of which is
incorporated in this Schedule 13D by reference
thereto)
Exhibit 2 Power of Attorney
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SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this state-
ment is true, complete and correct.
August 1, 1996
--------------
(Date)
STEPHEN A. BOUCHARD
-------------------
(Signature)
Stephen A. Bouchard
Attorney-in-fact
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(Name and Title)
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SCHEDULE I
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The names, principal business addresses and principal occupation
of each of the executive officers and directors of the Reporting
Person are listed below. Each executive officer and director is
a Citizen of the United States.
Directors
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Name and Principal
Business Address Principal Occupation
- -------------------------- -------------------------------------
George L. Lindemann Chairman of the Board and Chief
c/o Activated Executive Officer of Reporting
Communications, Inc. Person; President and Director of
767 Fifth Avenue Cellular Dynamics, Inc. and Activated
50th Floor Communications, Inc. (private
New York, NY 10153 investment businesses)
John E. Brennan Vice Chairman of Reporting Person;
c/o Activated private investor
Communications, Inc.
767 Fifth Avenue
50th Floor
New York, NY 10153
Peter H. Kelley President and Chief Operating Officer
c/o Southern Union Company of Reporting Person
504 Lavaca Street
Eighth Floor
Austin, Texas 78701
Frank W. Denius Attorney (private practice); Chairman
700 Lavaca Street Emeritus of Reporting Person
Suite 700
Austin, Texas 78701
Aaron I. Fleischman Senior Partner, Fleischman and Walsh,
c/o Fleischman and Walsh, L.L.P. (legal services)
L.L.P.
1400 Sixteenth Street, N.W.
Washington, D.C. 20036
Kurt A. Gitter, M.D. Ophthalmologist
3525 Prytania Street
Suite 320
New Orleans, LA 70115
Adam M. Lindemann Securities Analyst
c/o Oppenheimer & Company Oppenheimer & Company
World Financial Center
200 Liberty Street, 8th Flr.
New York, New York 10281
George Rountree, III Senior Partner, Rountree & Seagle
c/o Rountree & Seagle (legal services)
2419 Market Street
Wilmington, NC 28403
Roger J. Pearson Of Counsel, Neville, Shaver, Kelly &
c/o Neville, Shaver, McLean (legal services)
Kelly & McLean
Three Landmark Square
Suite 310
Stamford, CT 06901
Dan K. Wassong Chairman, President, Chief Executive
c/o Del Laboratories, Inc. Officer and Director, Del
565 Broad Hollow Road Laboratories, Inc. (manufacturer of
Farmingdale, NY 11735 cosmetics, toiletries and
pharmaceuticals)
Executive Officers Who Are Not Directors
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Unless otherwise stated, the principal business address of each
executive officer is the same as that of the Reporting Person.
Name and Principal Position(s) Held
Business Address with Reporting Person
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Ronald J. Endres Executive Vice President and Chief
Financial Officer
David J. Kvapil Vice President - Controller
Dennis K. Morgan Vice President - Legal and Secretary
Donald A. Scovil Executive Vice President - Propane
Services/Sales
C. Thomas Clowe, Jr. President and Chief Operating Officer
c/o Missouri Gas Energy of Missouri Gas Energy (division of
3420 Broadway Reporting Person)
Kansas City, MO 64111
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Index to Exhibits
-----------------
Exhibit 1 Revolving Credit Agreement, Revolving Note and Loan
Documents, between the Reporting Person and the Banks
named therein, dated September 30, 1993, as amended
(filed by the Reporting Person (Commission File No.
1-6407) as: Exhibit 99.2 to Reporting Person's Cur-
rent Report on Form 8-K dated October 13, 1993,
Exhibit 10.1 to Reporting Person's Registration
Statement on Form S-3 (No. 33-70604), Exhibit 10(c)
to Reporting Person's Transition Report on Form 10-K
for the year ended June 30, 1994 and Exhibit 10.1 to
Reporting Person's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995, each of which is
incorporated in this Schedule 13D by reference
thereto)
Exhibit 2 Power of Attorney
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Exhibit 2
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POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
Peter H. Kelley, President and Chief Operating Officer, and
authorized representative of Southern Union Company (the "Com-
pany"), constitutes and appoints Stephen A. Bouchard the true and
lawful attorney-in-fact and agent of the Company, with full power
of substitution and re-substitution, for the Company and in the
name, place and stead of the Company, in any and all capacities,
to sign this Schedule 13D of the Company and any and all amend-
ments to this Schedule 13D, and to file the same, with all
exhibits thereto, and all other documents in connection there-
with, with the Securities and Exchange Commission (the "Commis-
sion") and with such other persons as may be required under the
rules of the Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done, as fully to all
intents and purposes as the Company might or could do in person,
hereby ratifying and confirming said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Dated: August 1, 1996
SOUTHERN UNION COMPANY
By: PETER H. KELLEY
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Peter H. Kelley
President and Chief Operating Officer
(Duly Authorized Representative)
