FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SOUTHERN UNION COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 75-0571529
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(State of Incorporation) (I.R.S. Employer
or organization) Identification No.)
504 LAVACA STREET
SUITE 800
AUSTIN, TEXAS 78701
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
___________________ ______________________________
COMMON STOCK, $1.00 PAR VALUE NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
_________________________________________________________________
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
COMMON STOCK, $1.00 PAR VALUE
The capital stock of Southern Union Company (the "Company"
or "Registrant") to be registered on the New York Stock Exchange,
Inc. (the "Exchange") is the Registrant's Common Stock with a par
value of $1.00 per share. Holders of Common Stock are entitled
to one vote per share at all meetings of stockholders; provided,
however, that, for purposes of the election of the Company's
directors, the Company's Certificate of Incorporation and Bylaws
provide for cumulative voting of the Common Stock. Dividends
that may be declared on the Common Stock are paid in an equal
amount per share to each stockholder. No pre-emptive rights are
conferred upon the holders of such stock, and there are no
liquidation or conversion rights. There are no redemption or
sinking fund provisions, and there is no liability to further
calls or assessments by the Registrant.
Certain provisions of the Company's Certificate of
Incorporation and Bylaws were designed to make the Company a less
attractive target for acquisitions by an outsider who does not
have the support of the Company's directors. These provisions
(1) provide for a classified board, (2) limit removal of
directors for cause, (3) require stockholders to provide written
notification when intending to nominate a director or directors,
and (4) require that acts by stockholders occur at annual or
special meetings and not by written consent. While the foregoing
provisions will not necessarily prevent take-over attempts, they
should discourage an attempt to obtain control of the Company in
a transaction not approved by the Company's Board of Directors by
making it more difficult for a third party to obtain control of
the Company in a short period of time and thereby impose its will
on the remaining shareholders of the Company.
ITEM 2. EXHIBITS
1. All exhibits required by Instruction II to Item 2 will
be supplied to the Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
SOUTHERN UNION COMPANY
Dated February 9, 1995 By:/s/ Ronald J. Endres
Ronald J. Endres
Senior Vice President -
Finance and Administration,
Chief Financial Officer and
Treasurer
22371
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