UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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
663,490
8. Shared Voting Power
-0-
9. Sole Dispositive Power
663,490
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
663,490
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* X
13. Percent Of Class Represented By Amount In Row (11)
6.1%
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
804,972
8. Shared Voting Power
-0-
9. Sole Dispositive Power
804,972
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
804,972
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* X
13. Percent Of Class Represented By Amount In Row (11)
7.5%
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
913,860
8. Shared Voting Power
-0-
9. Sole Dispositive Power
913,860
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
913,860
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* X
13. Percent Of Class Represented By Amount In Row (11)
8.5%
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
913,860
8. Shared Voting Power
-0-
9. Sole Dispositive Power
913,860
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
913,860
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* X
13. Percent Of Class Represented By Amount In Row (11)
8.5%
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
913,860
8. Shared Voting Power
-0-
9. Sole Dispositive Power
913,860
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
913,860
12. Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* X
13. Percent Of Class Represented By Amount In Row (11)
8.5%
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 and January 11, 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 2855 Hurlingham 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 2855 Hurlingham 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
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 pro rata portion of the 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 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) George L. Lindemann and Dr. F.B. Lindemann, as husband
and wife, beneficially own 1,468,462 shares or 13.5% of Common
Stock. The 1,467,112 shares beneficially owned by George L.
Lindemann and Dr. F.B. Lindemann include 55,500 shares that
George L. Lindemann is entitled to purchase upon the exercise of
stock options granted to him, including options with respect to
12,000 shares, 12,000 shares, 12,000 shares, 12,000 shares and
7,500 shares that first became exercisable on February 13, 1991,
February 13, 1992, February 13, 1993, February 13, 1994 and
October 6, 1993.
Each of Adam M. Lindemann, George Lindemann, Jr., and Sloan
N. Lindemann beneficially own 913,860 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 913,860
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
913,860 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 804,972
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
804,972 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 663,490
shares of Common Stock (includes 55,500 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
663,490 shares of Common Stock (includes 55,500
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 913,860
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
913,860 shares of Common Stock.
(iv) Shared power to dispose or direct the disposition
of 0 shares of Common Stock.
Sloan N. Lindemann has:
(i) Sole power to vote or direct the vote of 913,860
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
913,860 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
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 150,000 shares of Common Stock, of which
options with respect to 55,500 shares of Common Stock are
currently, or within 60 days of the date of this report will be,
exercisable. Of the remaining 94,500 options, options for 7,500
shares, 7,500 shares, 12,000 shares, 7,500 shares, 7,500 shares,
15,000 shares, 7,500 shares, 7,500 shares 7,500 shares, 7,500
shares and 7,500 shares first become exercisable on October 6,
1994, 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 150,000
shares have exercise prices of $9.13 (75,000 shares), $10.67
(37,500 shares) and $23.00 (37,500 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.)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Form of Promissory Note and Security Agreement.
B. Power of Attorney (previously filed).
<PAGE>
CUSIP No. 84402810 Page 11 of 11 Pages
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: March 24, 1994 George L. Lindemann
Dr. F.B. Lindemann
Adam M. Lindemann
George Lindemann, Jr.
Sloan N. Lindemann
By:/s/Stephen A. Bouchard
Stephen A. Bouchard
Attorney-In-Fact
13928
<PAGE>
PROMISSORY NOTE AND SECURITY AGREEMENT
$____________ New York, New York
As of December 31, 1993
ON DEMAND, FOR VALUE RECEIVED, ___________________, with an
address at 767 Fifth Avenue, 50th Floor, New York, New York
10153, does hereby promise to pay to the order of ACTIVATED
COMMUNICATIONS LIMITED PARTNERSHIP, a Texas limited partnership,
with an office address at 767 Fifth Avenue, 50th Floor, New York,
New York 10153, or at such other place as may be designated in
writing by the holder of this note, the sum of
__________________________________
_____________________________________________________ Dollars
($____________), with interest at the rate equal to the rate
being paid by Activated Communications Limited Partnership to
Chemical Bank, as in effect from time to time, on the
corresponding borrowing by Activated Communications Limited
Partnership from Chemical Bank, of which the principal amount
hereof constitutes a part.
The terms of this note are as follows:
1. So long as this note remains outstanding, the
undersigned agrees that it will:
(a) Pay and discharge all taxes, assessments and other
governmental charges and levies imposed upon it, or upon its
income or properties, prior to the date on which penalties attach
hereto, and discharge all claims which, if unpaid, might become a
lien or charge upon its properties, provided, however, that the
undersigned shall not be required to pay any such tax,
assessment, charge, levy or claim, the payment of which is being
contested in good faith and by proper proceedings;
(b) Pay to the holder hereof all costs of collection
and reasonable attorneys' fees in case default is made in payment
of this note.
2. No delay or failure on the part of the holder hereof to
exercise any power or right shall operate as a waiver of such
power or right. A partial exercise of any such power or right
shall not preclude the full exercise thereof and no right or
remedy of the holder hereof shall be deemed abridged or modified
by any course of conduct of the holder hereof and no waiver
thereof shall be predicated thereon.
3. The undersigned hereby waives presentment, demand for
payment, notice of dishonor and all other notices and demands in
connection with the delivery, acceptance, performance or default
of this note.
4. As collateral security for the payment of this note and
of all other notes and/or obligations or liabilities (as
hereinafter defined) of the Borrower now or hereafter owned or
<PAGE>
-2-
held by the Holder, the Borrower grants the Holder a security
interest in the securities designated on Schedule A annexed
hereto (consisting solely of shares of common stock of Southern
Union Company), all additional securities delivered pursuant
hereto, all substitutions therefor and replacements thereof and
all interests and dividends accrued and paid thereon; provided,
however, and as hereinafter set forth, the Borrower shall be
entitled to receive such interest and dividends until the
occurrence of an Event of Default after which such interest and
dividends shall be held by the Holder and applied to payment of
this note. The securities described in said Schedule A and all
such additions, substitutions and replacements are collectively
included within the term "Securities," all of which is
hereinafter termed the "Collateral."
The Holder at any time after an Event of Default, may but
shall not be obligated to, transfer into or out of its own name
or that of its nominee all or any of the Collateral, including
stocks, bonds, and other securities, and the Holder or its
nominee may demand, sue for, collect, receive and hold as like
Collateral any or all interest, dividends and income thereon and
the Holder may, after an Event of Default, exercise all voting
and other rights pertaining thereto as if the Holder were the
absolute owner thereof; but the Holder shall not be obligated to
demand payment of, protest, or take any steps necessary to
preserve any rights in the Collateral against prior parties, or
to take any action whatsoever in regard to the Collateral or any
part thereof, all of which the Borrower assumes and agrees to do.
Without limiting the generality of the foregoing, the Holder
shall not be obligated to take any action in connection with any
conversion, call, redemption, retirement or any other event
relating to any of the Collateral, unless the Borrower gives
written notice to the Holder that such action shall be taken not
more than ninety (90) days prior to the time such action may
first be taken and not less than five (5) days prior to the
expiration of the time during which such action may be taken.
The term "Liabilities" shall include this note and all other
indebtedness and obligations and liabilities of any kind of any
Borrower to the Holder, now or hereafter existing, arising
directly between any Borrower and the Holder or acquired by
assignment, conditionally or as Collateral by the Holder,
absolute or contingent, joint and/or several, secured or
unsecured, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of law or otherwise, direct or
indirect, whether incurred by any Borrower as principal, surety,
endorser, guarantor, accommodation party or otherwise.
Upon the occurrence and continuation of an Event of Default
hereunder, the Holder shall have all rights with respect to the
Collateral available under the New York Uniform Commercial Code
and all other applicable law.
This note may not be changed, amended or modified orally.
<PAGE>
-3-
______________________________
<PAGE>
BORROWER BORROWED AMOUNT
George L. Lindemann $3,335,175
Dr. F.B. Lindemann 4,415,700
Adam M. Lindemann 5,013,000
George Lindemann, Jr. 5,013,000
Sloan N. Lindemann 5,013,000
13934
<PAGE>
