UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
SOUTHERN UNION COMPANY
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(Title of Class of Securities)
84402810
(CUSIP Number)
GEORGE L. LINDEMANN
767 FIFTH AVENUE, 50TH FLOOR
NEW YORK, NEW YORK 10153
(212) 605-0800
(Name, Address and Telephone No. of Person
Authorized to Receive Notices and Communications)
DECEMBER 31, 1993
(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 12 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
442,327
8. Shared Voting Power
-0-
9. Sole Dispositive Power
442,327
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
442,327
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 12 Pages
<PAGE>
CUSIP No. 84402810 Page 4 of 12 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
536,648
8. Shared Voting Power
-0-
9. Sole Dispositive Power
536,648
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
536,648
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 5 of 12 Pages
<PAGE>
CUSIP No. 84402810 Page 6 of 12 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
609,240
8. Shared Voting Power
-0-
9. Sole Dispositive Power
609,240
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
609,240
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 12 Pages
<PAGE>
CUSIP No. 84402810 Page 8 of 12 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
609,240
8. Shared Voting Power
-0-
9. Sole Dispositive Power
609,240
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
609,240
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 9 of 12 Pages
<PAGE>
CUSIP No. 84402810 Page 10 of 12 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
609,240
8. Shared Voting Power
-0-
9. Sole Dispositive Power
609,240
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
609,240
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 11 of 12 Pages
<PAGE>
CUSIP No. 84402810 Page 12 of 12 Pages
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock,
$1.00 par value ("Common Stock"), of Southern Union Company, a
Delaware corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is 504 Lavaca Street,
Suite 800, Austin, Texas 78701.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement on Schedule 13D is being filed by Adam
M. Lindemann, Dr. F.B. Lindemann, George L. Lindemann, George
Lindemann, Jr., and Sloan N. Lindemann (the "Reporting Persons").
George L. Lindemann and Dr. F.B. Lindemann are husband and wife,
and are the parents of Adam M. Lindemann, George Lindemann, Jr.
and Sloan N. Lindemann. The Reporting Persons are making this
single, joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, although neither the fact of
this filing nor anything contained herein shall be deemed to be
an admission by the Reporting Persons that a group exists.
(b)-(c) Adam M. Lindemann is a Director of the Issuer. Mr.
Lindemann's principal address is 32 East 64th Street, Apartment
No. 2W, New York, New York 10022.
Dr. F.B. Lindemann is the wife of George L. Lindemann. Dr.
Lindemann's principal address is Palm Beach Polo and Country
Club, Tennis House, 13198 Forest Hill Boulevard, West Palm Beach,
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 Palm Beach Polo and Country Club, Tennis
House, 13198 Forest Hill Boulevard, West Palm Beach, Florida
33414.
George Lindemann, Jr.'s principal business address is
Cellular Farm, Inc., N. Street Guard Entrance, Greenwich,
Connecticut 06831
Sloan N. Lindemann's principal address is 800 Fifth Avenue,
Apartment No. 25C, New York, New York 10022.
(d)-(e) None of the Reporting Persons has, during the last
five years, 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 subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Each of the Reporting Person is a U.S. Citizen.
<PAGE>
CUSIP No. 84402810 Page 13 of 12 Pages
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.
The remaining 911,595 shares of Common Stock 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 the
funds from Activated Communications Limited Partnership
("Activated"), which is owned and managed by or for the benefit
of the Reporting Persons, that he or she required to complete his
or her purchase.
ITEM 4. PURPOSE OF TRANSACTION
(a) The Reporting Persons may make purchases of the Common
Stock from time to time. Such purchases may be in the open
market, through privately negotiated purchases with third parties
and, in the case of George L. Lindemann, pursuant to the exercise
of employee stock options, the Issuer's 401(k) Plan and
Supplemental Deferred Compensation Plan, and in the case of Adam
M. Lindemann and George L. Lindemann, pursuant to the Issuer's
Directors' Deferred Compensation Plan.
The Reporting Persons have no definite plans or proposals
which would result in any of the actions listed in subparagraphs
(b) through (j). However, Adam M. Lindemann, as a Director of
the Issuer, and George L. Lindemann, as Chairman of the Board,
Chief Executive Officer and a Director of the Issuer, participate
from time to time in management discussions and decisions that
might result in actions described in such subparagraphs.
Reference is made to the Company's reports filed with the
Securities and Exchange Commission pursuant to the Securities and
Exchange Act of 1934, as amended.
<PAGE>
CUSIP No. 84402810 Page 14 of 12 Pages
The Reporting Persons intend to continuously review their
investment in the Issuer and, based upon future conditions, may
alter their intention with respect to the foregoing, including,
without limitation, deciding to sell all or a portion of the
shares of Common Stock that they now own or hereafter may
acquire.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) George L. Lindemann and Dr. F.B. Lindemann, as husband
and wife, beneficially own 978,975 shares or 13.5% of Common
Stock. The 978,075 shares beneficially owned by George L.
Lindemann and Dr. F.B. Lindemann include 37,000 shares that
George L. Lindemann is entitled to purchase upon the exercise of
stock options granted to him, including options with respect to
8,000 shares, 8,000 shares, 8,000 shares and 5,000 shares that
first became exercisable on February 13, 1991, February 13, 1992,
February 13, 1993 and October 6, 1993, and 8,000 shares that will
first become exercisable on February 13, 1994.
Each of Adam M. Lindemann, George Lindemann, Jr., and Sloan
N. Lindemann beneficially own 609,240 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 609,240
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
609,240 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 536,648
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
536,648 shares of Common Stock.
(iv) Shared power to dispose or direct the disposition
of 0 shares of Common Stock.
<PAGE>
CUSIP No. 84402810 Page 15 of 12 Pages
George L. Lindemann has:
(i) Sole power to vote or direct the vote of 442,327
shares of Common Stock (includes 37,000 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
442,327 shares of Common Stock (includes 37,000
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 609,240
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
609,240 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 609,240
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
609,240 shares of Common Stock.
(iv) Shared power to dispose or direct the disposition
of 0 shares of Common Stock.
(c) On December 31, 1993, in connection with the sale by
the Issuer of Common Stock pursuant to the exercise of
transferable subscription rights distributed by the Issuer to
holders of the Common Stock in a rights offering (for a
description of the rights offering, see the Issuer's Registration
<PAGE>
CUSIP No. 84402810 Page 16 of 12 Pages
Statement on Form S-3 (No. 33-70604) effective November 30, 1993)
and pursuant to a standby purchase agreement entered into by the
Issuer and the Reporting Persons in connection with such rights
offering, the Reporting Persons collectively purchased 911,595
shares of Common Stock directly from the Issuer for $25.00 per
share.
(d) Each of the Reporting Persons has the right to receive
and the power to direct the receipt of dividends, if any are
declared, from, or the proceeds from the sale of, any of the
shares of Common Stock owned by him or her, respectively.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Each of the Reporting Persons intends to enter into a loan
and Security Agreement with Activated granting Activated a
security interest in those shares purchased with funds borrowed
from Activated.
George L. Lindemann was previously granted employee stock
options with respect to 75,000 shares of Common Stock, of which
options with respect to 37,000 shares of Common Stock are
currently, or within 60 days of the date of this report will be,
exercisable. Of the remaining 38,000 options, options for 5,000
shares, 8,000 shares, 5,000 shares, 10,000 shares, 5,000 shares
and 5,000 shares first become exercisable on October 6, 1994,
February 13, 1995, October 6, 1995, February 13, 1996, October 6,
1996 and October 6, 1997, respectively. The options with respect
to these 75,000 shares have exercise prices of $13.70 (50,000
shares) and $16.00 (25,000 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. Standby Purchase Agreement (incorporated by reference
from Exhibit 1 to the Issuer's Registration Statement
on Form S-3 (No. 33-70604) effective November 30,
1993).
B. Form of Loan and Pledge Agreement (to be filed by
amendment).
C. Power of Attorney (previously filed).
<PAGE>
CUSIP No. 84402810 Page 17 of 12 Pages
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
<PAGE>
CUSIP No. 84402810 Page 18 of 12 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: January 11, 1994 George L. Lindemann
Dr. F.B. Lindemann
Adam M. Lindemann
George Lindemann, Jr.
Sloan N. Lindemann
By:___________________________
Stephen A. Bouchard
Attorney-In-Fact
12305
<PAGE>
