THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED
PURSUANT TO RULE 901(d) OF REGULATION S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
SOUTHERN UNION COMPANY
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(Title of Class of Securities)
84402810
(CUSIP Number)
STEPHEN A. BOUCHARD
FLEISCHMAN AND WALSH
1400 SIXTEENTH STREET, N.W., SUITE 600
WASHINGTON, D.C. 20036
(202) 939-7911
(Name, Address and Telephone No. of Person
Authorized to Receive Notices and Communications)
(NOT APPLICABLE)
(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. X
Check the following box if a fee is being paid with the
statement. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership 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
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes.)
<PAGE>
CUSIP No. 84402810 Page 2 of 11 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE L. LINDEMANN
2. Check the Appropriate Box If A Member Of A Group* (a)
( b )
X
3. SEC Use Only
4. Source of Funds*
PF, AF
5. Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(E).
6. Citizenship Or Place Of Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. Sole Voting Power
744,900
8. Shared Voting Power
-0-
9. Sole Dispositive Power
744,900
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
744,900
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* X
13. Percent Of Class Represented By Amount In Row (11)
6.5%
14. Type Of Reporting Person*
IN
<PAGE>
CUSIP No. 84402810 Page 3 of 11 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DR. F. B. LINDEMANN
2. Check the Appropriate Box If A Member Of A Group* (a)
( b )
X
3. SEC Use Only
4. Source of Funds*
PF, AF
5. Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(E).
6. Citizenship Or Place Or Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. Sole Voting Power
883,220
8. Shared Voting Power
-0-
9. Sole Dispositive Power
883,220
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
883,220
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* X
13. Percent Of Class Represented By Amount In Row (11)
7.7%
14. Type Of Reporting Person*
IN
<PAGE>
CUSIP No. 84402810 Page 4 of 11 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE LINDEMANN, JR.
2. Check the Appropriate Box If A Member Of A Group* (a)
( b )
X
3. SEC Use Only
4. Source of Funds*
PF, AF
5. Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(E).
6. Citizenship Or Place Or Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. Sole Voting Power
999,553
8. Shared Voting Power
-0-
9. Sole Dispositive Power
999,553
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
999,553
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* X
13. Percent Of Class Represented By Amount In Row (11)
8.7%
14. Type Of Reporting Person*
IN
<PAGE>
CUSIP No. 84402810 Page 5 of 11 Pages
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ADAM M. LINDEMANN
2. Check the Appropriate Box If A Member Of A Group* (a)
( b )
X
3. SEC Use Only
4. Source of Funds*
PF, AF
5. Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(E).
6. Citizenship Or Place Or Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. Sole Voting Power
999,553
8. Shared Voting Power
-0-
9. Sole Dispositive Power
999,553
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
999,553
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* X
13. Percent Of Class Represented By Amount In Row (11)
8.7%
14. Type Of Reporting Person*
IN
<PAGE>
CUSIP No. 84402810 Page 6 of 11 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SLOAN N. LINDEMANN
2. Check the Appropriate Box If A Member Of A Group* (a)
( b )
X
3. SEC Use Only
4. Source of Funds*
PF, AF
5. Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(E).
6. Citizenship Or Place Or Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. Sole Voting Power
999,553
8. Shared Voting Power
-0-
9. Sole Dispositive Power
999,553
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
999,553
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* X
13. Percent Of Class Represented By Amount In Row (11)
8.7%
14. Type Of Reporting Person*
IN
<PAGE>
CUSIP No. 84402810 Page 7 of 11 Pages
The statement on Schedule 13D filed on December 26, 1991 and
amended on January 24, 1992, February 20, 1992, March 6, 1992,
May 8, 1992, May 19, 1992, June 29, 1992, July 8, 1992, September
23, 1992, October 25, 1993, January 11, 1994 and March 24, 1994
(this "Schedule 13D"), relating to the common stock, par value
$1.00 per share (the "Common Stock") of Southern Union Company, a
Delaware corporation (the "Issuer"), by George L. Lindemann, Dr.
F.B. Lindemann, Adam M. Lindemann, George Lindemann, Jr., and
Sloan N. Lindemann (each a "Reporting Person" and, together, the
"Reporting Persons") is hereby amended as follows:
ITEM 2. IDENTITY AND BACKGROUND
(b)-(c) Adam M. Lindemann is a Director of the Issuer. Mr.
Lindemann's principal address is 32 East 64th Street, New York,
New York 10022.
Dr. F.B. Lindemann is the wife of George L. Lindemann. Dr.
Lindemann's principal address is 950 Maidstone Drive, Wellington,
Florida 33414.
George L. Lindemann is Chairman of the Board, Chief
Executive Officer and a Director of the Issuer. Mr. Lindemann's
principal address is 950 Maidstone Drive, Wellington, Florida
33414.
George Lindemann, Jr.'s principal address is 11950 Maidstone
Drive, Wellington, Florida 33414.
Sloan N. Lindemann's principal address is 800 Fifth Avenue,
New York, New York 10022.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons acquired, in the aggregate, 1,168,200
shares of Common Stock reported herein pursuant to the Amended
and Restated Cash Merger Agreement ("Merger Agreement") among the
Issuer, Metro Mobile CTS, Inc. ("Metro Mobile") and SU
Acquisition, Inc. ("Newco"), dated August 10, 1989. Pursuant to
the Merger Agreement, Metro Mobile declared a dividend on its
Class A common stock and Class B common stock payable in the
amount of one share of Newco common stock for every four shares
of any combination of Metro Mobile Class A and/or Class B common
stock. Immediately after such distribution, Newco was merged
into the Issuer and the shares of Newco common stock previously
distributed to the shareholders of Metro Mobile were converted
into an equal number of shares of Common Stock. The Reporting
Persons did not expend any funds or other consideration for these
1,168,200 shares of Common Stock.
The Reporting Persons used personal funds to acquire, in the
aggregate, 689,900 shares of Common Stock.
<PAGE>
CUSIP No. 84402810 Page 8 of 11 Pages
In a subscription rights offering by the Issuer, 911,595
shares of Common Stock reported herein were purchased directly
from the Issuer on December 31, 1993 for a total of $22,789,875
in funds. Each of the Reporting Persons borrowed their portion
of such funds from Activated Communications Limited Partnership
("Activated"), which is owned and managed by or for the benefit
of the Reporting Persons. George L. Lindemann is Chairman of the
Board and President, and Dr. F.B. Lindemann is a Director, of the
sole general partner of Activated.
The 198,000 shares of Common Stock purchased by the
Reporting Person in October 1994 as reported in Item 5(c) of this
Amendment No. 12 were purchased using $3,304,000 in funds
borrowed from Activated.
Approximately 157 shares and 204 shares held by George L.
Lindemann were purchased pursuant to his participation in the
Southern Union Supplemental Deferred Compensation Plan and the
Southern Union Savings (401(k)) Plan, respectively. Such shares,
including employer matching contributions, were purchased by the
respective trustees for such plans at market prices.
The remaining shares were acquired as a result of: a three-
for-two stock split distributed in the form of a 50% stock
dividend on March 9, 1994; and a 50% stock dividend distributed
on June 30, 1994.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) George L. Lindemann and Dr. F.B. Lindemann, husband and
wife, beneficially own 1,628,120 shares or 14.2% of the
outstanding shares of Common Stock. The 1,628,120 shares
beneficially owned by George L. Lindemann and Dr. F.B. Lindemann
include: 66,150 shares that George L. Lindemann is entitled to
purchase upon the exercise of stock options granted to him;
approximately 157 shares held through the Southern Union
Supplemental Deferred Compensation Plan; and approximately 204
shares held by the Southern Union Savings (401(k)) Plan.
Each of Adam M. Lindemann, George Lindemann, Jr., and Sloan
N. Lindemann beneficially own 999,553 shares of Common Stock.
Each of the Reporting Persons disclaims beneficial ownership
of any shares of Common Stock owned by any of the other Reporting
Persons.
(b) Adam M. Lindemann has:
(i) Sole power to vote or direct the vote of 999,553
shares of Common Stock.
(ii) Shared power to vote or direct the vote of 0
shares of Common Stock.
<PAGE>
CUSIP No. 84402810 Page 9 of 11 Pages
(iii) Sole power to dispose or direct the disposition of
999,553 shares of Common Stock.
(iv) Shared power to dispose or direct the disposition
of 0 shares of Common Stock.
Dr. F.B. Lindemann has:
(i) Sole power to vote or direct the vote of 883,220
shares of Common Stock.
(ii) Shared power to vote or direct the vote of 0
shares of Common Stock.
(iii) Sole power to dispose or direct the disposition of
883,220 shares of Common Stock.
(iv) Shared power to dispose or direct the disposition
of 0 shares of Common Stock.
George L. Lindemann has:
(i) Sole power to vote or direct the vote of 744,900
shares of Common Stock (includes 66,150 shares
underlying options; see paragraph (a) under Item
(5) above).
(ii) Shared power to vote or direct the vote of 0
shares of Common Stock.
(iii) Sole power to dispose or direct the disposition of
744,900 shares of Common Stock (includes 66,150
shares underlying options; see paragraph (a) under
Item (5) above and Item 6 below).
(iv) Shared power to dispose or direct the disposition
of 0 shares of Common Stock.
George Lindemann, Jr. has:
(i) Sole power to vote or direct the vote of 999,553
shares of Common Stock.
(ii) Shared power to vote or direct the vote of 0
shares of Common Stock.
(iii) Sole power to dispose or direct the disposition of
999,553 shares of Common Stock.
(iv) Shared power to dispose or direct the disposition
of 0 shares of Common Stock.
<PAGE>
CUSIP No. 84402810 Page 10 of 11 Pages
Sloan N. Lindemann has:
(i) Sole power to vote or direct the vote of 999,553
shares of Common Stock.
(ii) Shared power to vote or direct the vote of 0
shares of Common Stock.
(iii) Sole power to dispose or direct the disposition of
999,553 shares of Common Stock.
(iv) Shared power to dispose or direct the disposition
of 0 shares of Common Stock.
(c) The following are all of the purchases made by the
Reporting Persons during the past 60 days.
<TABLE>
<C>
<C> <C> NUMBER <C>
REPORTING PERSON DATE OF SHARES PRICE PER SHARE
Dr. F.B. Lindemann 10/27/94 10,000 16 5/8%
10/28/94 10,000 16 5/8%
10/31/94 18,000 16 3/4%
George L. Lindemann 10/27/94 10,000 16 5/8%
10/28/94 10,000 16 5/8%
10/31/94 20,000 16 3/4%
George Lindemann, Jr. 10/27/94 10,000 16 5/8%
10/28/94 10,000 16 5/8%
10/31/94 20,000 16 3/4%
Adam M. Lindemann 10/27/94 10,000 16 5/8%
10/28/94 10,000 16 5/8%
10/31/94 20,000 16 3/4%
Sloan N. Lindemann 10/27/94 10,000 16 5/8%
10/28/94 10,000 16 5/8%
10/31/94 20,000 16 3/4%
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Each of the Reporting Persons has entered into a Promissory
Note and Security Agreement dated as of December 31, 1993 with
Activated granting Activated a security interest in all shares
owned by the Reporting Persons.
George L. Lindemann was previously granted employee stock
options with respect to 157,500 shares of Common Stock, of which
options with respect to 66,150 shares of Common Stock are
currently, or within 60 days of the date of this report will be,
<PAGE>
CUSIP No. 84402810 Page 11 of 11 Pages
exercisable. Of the remaining 91,350 options, options for 7,875
shares, 7,875 shares, 12,600 shares, 7,875 shares, 7,875 shares,
15,750 shares, 7,875 shares, 7,875 shares 7,875 shares, 7,875
shares and 7,875 shares first become exercisable on February 10,
1995, February 13, 1995, October 6, 1995, February 10, 1996,
February 13, 1996, October 6, 1996, February 10, 1997, October 6,
1997, February 10, 1998 and February 10, 1999, respectively. The
options with respect to these 157,500 shares have exercise prices
of $9.13 (78,750 shares), $10.67 (39,375 shares) and $23.00
(39,375 shares) per share. The Issuer has the right to make a
cash payment in lieu of issuing shares of Common Stock upon the
exercise of these options. (See paragraph (a) under Item 5,
above.) George L. Lindemann also participates in the Southern
Union Deferred Compensation Plan and the Southern Union Savings
(401(k)) Plan. Pursuant to such plans, George L. Lindemann is
eligible to purchase shares of Common Stock with employee
contributions and receive shares of Common Stock as employer
matching contributions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Form of Promissory Note and Security Agreement
(previously filed).
B. Power of Attorney (previously filed).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: November 4, 1994 George L. Lindemann
Dr. F.B. Lindemann
Adam M. Lindemann
George Lindemann, Jr.
Sloan N. Lindemann
By:/s/ Stephen Bouchard
Stephen A. Bouchard
Attorney-In-Fact
13928
<PAGE>
