<PAGE>
As filed with the Securities and Exchange Commission on
August , 1996
--
Registration No.
-----------
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SOUTHERN UNION COMPANY Delaware 75-0571592
(Exact name of (State or other (I.R.S. Employer
Registrant as specified Jurisdiction of Identification
in its Charter) Incorporation or Number)
Organization)
504 Lavaca Street, Suite 800
Austin, Texas 78701
(512) 477-5852
(Address, including zip code, and telephone number, including
area code, of each registrant's principal executive offices)
----------------
Dennis K. Morgan, Esq. With a copy to:
Vice President - Legal and Secretary Stephen A. Bouchard, Esq.
SOUTHERN UNION COMPANY Fleischman and Walsh, L.L.P.
504 Lavaca Street, Suite 800 1400 Sixteenth Street, N.W.,
Austin, Texas 78701 Suite 600
(512) 477-5852 Washington, D.C. 20036
(Name, address, including zip code, (202) 939-7911
and telephone number, including
area code, of agent for service
for each registrant)
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Approximate Date of Commencement of Proposed Sale to Public:
As soon as practicable after the effective date of the
Registration Statement.
------------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, as amended, other than
securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [ X ]
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Title of Each Maximum Maximum
Class of Offering Aggregate Amount of
Securities to Amount to be Price Offering Registration
be Registered Registered Per Unit Price Fee
- ------------- -------------- -------- ---------- ------------
Common Stock 300,000 shares $20.6875 $6,206,250 $ 2,140.09
Total *
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* Established solely for the purpose of calculating the regis-
tration fee pursuant to Rule 457(c), based upon the average of
high and low prices of the Common Stock on August 20, 1996, as
quoted by the New York Stock Exchange, Inc.
The Registrants hereby amend this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrants shall file a further amendment that
specifically states that this Registration Statement shall there-
after become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
=================================================================
<PAGE>
Information contained herein is subject to completion or amend-
ment. A registration statement relating to these securities has
been filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective.
This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
<PAGE>
SUBJECT TO COMPLETION, DATED August , 1996
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PROSPECTUS
- ----------
SOUTHERN UNION COMPANY
Direct Common Stock Purchase Plan
------------
Southern Union Company (the "Company") has instituted the Direct
Common Stock Purchase Plan (the "Plan") for the purpose of
providing the Company's shareholders, customers and others with a
convenient method of purchasing shares of the Company's Common
Stock. Participants in the Plan have the same rights and
entitlements as other holders of the Company's Common Stock.
The shares of Common Stock purchased by Participants through the
Plan may be acquired by the Plan through open market transactions
or privately negotiated transactions, including purchases from
the Company's Stock Dividend Sale Plan, or they may be acquired
from the Company, as Treasury Stock or as newly issued Authorized
Shares. The Share Price of shares acquired in open market trans-
actions for a particular Investment Date shall be the prevailing
market price on such Investment Date. The Share Price for shares
purchased in privately negotiated transactions for a particular
Investment Date, other than transactions with the Company's Stock
Dividend Sale Plan, shall be the prices negotiated therefor at
the Administrator's discretion paid by the Plan for such shares.
Shares purchased from the Stock Dividend Sale Plan for a particu-
lar Investment Date shall have a Share Price equal to the average
of the high and low sales prices for the Common Stock on the New
York Stock Exchange on the date on which such shares are acquired
by the Plan or, if the Plan acquires such shares on a day other
than a Trading Day, the average of the high and low sales prices
for the Common Stock on such exchange on the immediately pre-
ceding Trading Day. Shares purchased by the Plan from the Com-
pany, either from Treasury Shares or newly issued Authorized
Shares shall be acquired for a particular Investment Date at a
Share Price equal to the five-day average of the daily average of
the high and low sales prices for the Common Stock on the New
York Stock Exchange for the five Trading Days prior to such
Investment Date. If shares of Common Stock are acquired for a
specific Investment Date from more than one source, the average
Share Price for such shares shall equal the weighted average of
Share Prices for all shares acquired for such Investment Date.
No stock certificates will be issued as shares are purchased
under the Plan but such certificates will be held in the name of
the Administrator or its nominee. Stock dividends distributed on
shares held in the Plan will be issued in certificated form in
the name of the Administrator or its nominee. The Administrator
will then credit each Participant's Plan Account appropriately.
The Plan will provide for safeguarding and accounting for shares
in a Participant's Plan Account. Shareholders who wish to have
certificates issued in their names may withdraw the subject
shares from participation in the Plan and obtain certificates
from the Administrator.
The First National Bank of Boston is the Administrator of the
Plan and will act as an agent for the Plan's Participants. In
purchasing shares for Participants, the Administrator may arrange
purchases of Common Stock as described above, provided that the
Company may require the Administrator to make purchases of Common
Stock from Treasury Stock or Unissued Shares for specific Invest-
ment Dates.
The Company's Common Stock is currently listed on the New York
Stock Exchange under the symbol SUG. On August 20, 1996, the
closing sales price of the Common Stock on the New York Stock
Exchange was $20 5/8. See "Price Range of Common Stock and
Dividends" herein.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------
The date of this Prospectus is August , 1996.
--
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "SEC") a registration statement, of which this Prospectus is
a part, on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement"), under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
shares of Common Stock offered by this Prospectus. This
Prospectus does not contain all of the information set forth in
such Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the SEC.
Reference is made to such Registration Statement and to the
exhibits filed therewith or incorporated therein by reference for
further information with respect to the Company and the Common
Stock. Statements contained herein concerning the provisions of
any document filed as an exhibit to the Registration Statement or
otherwise filed with the SEC or incorporated by reference herein
are not necessarily complete, and, in each instance, reference is
made to the copy of such document so filed for a more complete
description of the matter involved. Each such statement is
qualified in its entirety by such reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and
other information with the SEC. Such reports, proxy statements
and other information concerning the Company may be inspected and
copied at prescribed rates at the SEC's Public Reference Room,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and the following SEC Regional Offices: 7 World Trade Center,
New York, New York 10048; and Northwestern Atrium Center, 500
West Madison Street, Chicago, Illinois 60661-2511. Such
reports, proxy statements and other information may also be
inspected at the offices of the New York Stock Exchange ("NYSE"),
on which the Company's Common Stock is listed, at 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (File No. 1-6407)
with the SEC pursuant to the Exchange Act are incorporated by
reference herein and are by such reference made a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended June 30,
1995 (the "1995 Form 10-K").
2. Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1995, December 31, 1995 and March 31, 1996.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the termination of the offering of the Common
Stock pursuant hereto shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein or in any
Prospectus Supplement hereto shall be deemed to be modified or
superseded for purposes of such document to the extent that a
statement contained herein or therein (or in any other subse-
quently filed document that also is or is deemed to be incor-
porated by reference herein or therein) modifies or supersedes
such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus or any Prospectus Supplement hereto.
The Company will provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or
oral request of such person, a copy of any or all of the fore-
going documents incorporated herein by reference, other than
exhibits to such documents. Such requests should be directed to
George E. Yankowski, Treasurer and Director of Investor Rela-
tions, Southern Union Company, at 504 Lavaca Street, Suite 800,
Austin, Texas 78701, telephone (512) 477-5852.
SOUTHERN UNION COMPANY
The Company's principal line of business is the distribution of
natural gas as a public utility through two divisions, Southern
Union Gas Company and Missouri Gas Energy. Southern Union Gas
Company serves approximately 497,000 residential, commercial,
industrial, agricultural and other customers in Texas (including
the cities of Austin, Brownsville, El Paso, Galveston and Port
Arthur). Missouri Gas Energy, acquired on January 31, 1994,
serves approximately 471,000 customers in central and western
Missouri (including the cities of Kansas City, St. Joseph,
Joplin and Monett).
The Company was incorporated under the laws of the State of
Delaware in 1932. The Company's corporate headquarters are
located at 504 Lavaca Street, Suite 800, Austin, Texas 78701,
and its telephone number is (512) 477-5852.
DESCRIPTION OF THE PLAN
PURPOSE
The Company created the Plan to provide its customers, current
shareholders and other interested persons a convenient and
economical way to make initial investments and increase current
investments in the Company by purchasing shares of Common Stock
through the Plan. All Participants in the Plan have the same
rights and privileges as non-Participant shareholders of the
Company, including the right to receive shareholder corres-
pondence and to vote their shares on issues submitted by the
Company's Board of Directors to the Company's shareholders.
SOURCES OF SHARES
Shares of Common Stock purchased by Participants under the Plan
may be acquired by the Plan in open market transactions or
through privately negotiated purchases (including purchases from
the Company's Stock Dividend Sale Plan), or they may be acquired
directly from the Company, either from Treasury Stock or Unissued
Shares.
DEFINITIONS
Administrator: The bank or trust company (or other entity)
appointed by the Company to act as administrator of the Plan.
The current Administrator is The First National Bank of Boston.
Authorized Shares: The number of shares of stock which the Com-
pany's Amended and Restated Certificate of Incorporation
authorizes the Company to issue, previously unissued shares of
which may be issued by the Company to the Plan.
Beneficial Owner: A Person who owns Common Stock held in street
name or otherwise in the name of a nominee or other third Person.
Common Stock: The Company's Common Stock, par value $1.00 per
share.
Dividend: A distribution of corporate earnings made to share-
holders in the ordinary course of business in the form of cash or
stock.
Dividend Payment Date: A date declared by the Company's Board of
Directors on which Dividends are paid to the holders of shares of
Common Stock.
Dividend Record Date: The date declared by the Company's Board
of Directors on which a person or entity must be a registered
shareholder of Common Stock in order to receive a particular
Dividend.
Enrollment Form: The form that a Person must complete to become
a Participant in the Plan.
Fractional Share: A fractional interest in a share of Common
Stock credited to a Participant's Plan Account.
Initial Investment: The initial purchase of Common Stock under
the Plan by a Participant, provided that a Company shareholder
owning certificated shares who transfers any of such shares to a
Plan Account shall not be subject to this requirement.
Investment Date: The fifth (5th) and twentieth (20th) days of
----------- ----------------
each month, or the next Trading Day if any such day is not a
Trading Day on which the Administrator will purchase Common Stock
pursuant to the Plan.
Investments: Payments provided by a Participant for investment
in additional Common Stock shares under the Plan, subject to cer-
tain minimums and maximums.
Medallion Signature Guarantee: A signature guarantee provided by
a Stock Transfer Association-approved guarantor institution.
Participant: An eligible Person currently properly enrolled in
the Plan pursuant to applicable procedures developed by the
Company and the Administrator.
Person: A person or entity, whether an individual, trustee,
corporation, general partnership, limited partnership, trust, or
an unincorporated organization, business, association, firm, or
joint venture.
Plan: The Company's Direct Common Stock Purchase Plan, as
described in this Prospectus.
Plan Account: The active account of a Participant in the Plan.
Share Price: The average price per share of Common Stock
acquired with respect to a particular Trading Day.
Trading Day: A business day on which the New York Stock Exchange
is open for trading and during which shares of Common Stock are
traded thereon.
Treasury Shares or Treasury Stock: Shares of Authorized and
Issued Common Stock owned by the Company.
Unissued Shares: Shares of Common Stock authorized by the Com-
pany's Restated Certificate of Incorporation that are not issued
or outstanding.
CERTAIN PLAN FEATURES
* A person not presently owning shares of Common Stock may
become a Participant by making an Initial Investment of not
-------------------------
less than $250 and not more than $100,000 to purchase shares
-------------- -------------
under the Plan. Initial Investments may be made by check or
money order.
* Participants may make periodic purchases of Common Stock
through the Plan up to two times every calendar month, coin-
cident with Investment Dates. The minimum amount for any one
Investment is $50, and a Participant's total Investments under
the Plan may not exceed $100,000 in any single calendar year.
Investments may be made by check, money order, or automatic
deduction from a designated bank account.
* Participants will pay the following types of fees for par-
ticipation in the Plan and transactions conducted by the
Administrator on behalf of the Participant: (i) a one-time
administrative fee upon opening a Plan Account (currently
$5.00 per new Plan Account); (ii) an investment transaction
fee for each purchase or sale transaction (currently equal
to the lesser of 5% of the gross cash invested or $2.50 for
each investment transaction, but not less than $1.00);
(iii) a termination transaction fee for each withdrawal of
shares from a Plan Account (currently $10.00 per with-
drawal); and (iv) applicable brokerage commissions per
share on each purchase or sale transaction.
* Shares held under the Plan will be voted according to the
instruction of Participants. Participants will receive all
shareholder correspondence and otherwise enjoy the same rights
and privileges as the Company's non-Participant shareholders.
* Funds invested as Initial Investments and Investments in the
Plan are fully invested through the purchase of whole shares
and Fractional Shares of Common Stock.
* The Plan offers a share safekeeping service, at no charge,
whereby Participants may deposit their Common Stock certifi-
cates with the Administrator. Ownership records of the Common
Stock held for a Participant's Plan Account are maintained by
the Administrator.
* Participants may make transfers or gifts of Common Stock from
their Plan Accounts to new or existing Plan Accounts. When a
Participant transfers or gives shares of Common Stock to a
Person without a Plan Account, an account will be opened for
such Person, who will then enjoy full Plan benefits. No
transfers or gifts from a Plan Account may be made in Frac-
tional Shares, unless all shares and Fractional Shares of
Common Stock in such Plan Account are transferred.
* Following any activity in a Participant's Plan Account, the
Participant will receive a transaction statement reflecting
amounts invested, stock Dividends received, Share Prices of
purchases and sales, shares purchased, total shares accumu-
lated, and other information relating to the status of Common
Stock in such Participant's Plan Account. In addition to
transaction statements, Participant's who hold shares in a
Plan Account will receive a summary report annually.
* The Share Price for shares purchased or sold under the Plan is
determined by a formula as described under "Source and Price
of Shares" herein and, as a result, the Share Prices at which
shares of Common Stock will be purchased for Plan Accounts
cannot be guaranteed. ACCORDINGLY, EACH PARTICIPANT BEARS ALL
RISK OF LOSS THAT MAY RESULT FROM MARKET FLUCTUATIONS IN THE
PRICE OF THE COMMON STOCK AND NEITHER THE COMPANY NOR THE
ADMINISTRATOR CAN GUARANTEE THAT SHARES PURCHASED UNDER THE
PLAN WILL, AT ANY TIME, BE WORTH MORE OR LESS THAN THEIR PUR-
CHASE PRICE.
* Upon distribution of stock Dividends by the Company, frac-
tional shares attributable to any Plan shares or certifi-
cated shares owned by a participant will be credited to the
Participant's Plan Account.
ADMINISTRATION
The First National Bank of Boston, the current Administrator of
the Plan, purchases and holds shares of Common Stock acquired
under the Plan, sells shares, keeps records, sends statements of
account activity to Participants, and performs other administra-
tive duties related to the Plan. Participants may contact the
Administrator by writing to:
For Overnight or
Hand Delivery For Mail
- ---------------- --------
The First National Bank The First National Bank
of Boston of Boston
150 Royall Street Post Office Box 1681,
M.S. 45-01-06 M.S. 45-01-06
Canton, Massachusetts 02021 Boston, Massachusetts 02105-1681
or by telephoning the Administrator at (800) 736-3001 between
9:00 a.m. and 4:00 p.m. Eastern Time.
ELIGIBILITY
Any Person, whether or not a registered holder of shares of Com-
mon Stock, is eligible to participate in the Plan, provided that:
(i) such Person has received a current Prospectus; (ii) such Per-
son completes, signs, and delivers to the Administrator an
Enrollment Form in the manner described under the caption
"Enrollment Procedures" below; and (iii) in the case of Persons
who are citizens or residents of a country other than the United
States, its territories and possessions, participation would not
violate local laws applicable to the Company or such Person.
ENROLLMENT PROCEDURES
After being furnished a copy of this Prospectus, any eligible
applicant may enroll in the Plan by completing and signing an
Enrollment Form and returning it to the Administrator. Enroll-
ment Forms are available upon request from the Administrator.
Any current shareholder of Common Stock who wishes to participate
in the Plan should sign the Enrollment Form exactly as such Per-
son's name appears on the Company's stock transfer book or, in
the case of a holder of certificated shares, on the stock cer-
tificate(s) representing such shareholders' share(s) of Common
Stock, and submit the completed Enrollment Form and any share
certificates he or she wishes to be held by the Plan. Share
certificates should only be sent by overnight courier service
or insured registered mail. Any eligible applicant who is not
a current holder of Common Stock must include a minimum Initial
Investment of at least $250, but not more than $100,000, by
check or money order, with a completed Enrollment Form. See
"Initial and Subsequent Investments" below.
Any Participant may change the level of investment in the Plan by
following the procedures described under the caption "Methods of
Investment" below. A Participant may continue to hold certifi-
cates representing shares of Common Stock held outside of the
Plan, in which case the shares of Common Stock represented by
such certificates will not be considered part of the Plan
Account, or the applicant may elect to deposit such share
certificates with the Administrator through the Plan's share
safekeeping service. See "Share Safekeeping" herein.
Enrollment Forms will be processed as promptly as possible after
receipt by the Administrator. Participation in the Plan will
begin after a properly completed Enrollment Form has been
reviewed and accepted by the Administrator.
Any Beneficial Owner of Common Stock registered in the name of
another Person, such as a broker or other nominee, may partici-
pate in the Plan by making arrangements with such Person to have
a certificate issued to the Beneficial Owner, and following the
enrollment procedure described above.
INITIAL AND SUBSEQUENT INVESTMENTS
For applicants who are not already record holders of Common
Stock, an Initial Investment of at least $250, and not more than
$100,000, in the form of a check or money order, must be included
with the completed Enrollment Form and returned to the Adminis-
trator.
Participants may make Investments by check or money order, or
they may request automatic transfers of funds from a designated
bank account. Investments must be at least $50 for any single
investment, and the maximum amount of Investments allowed in any
calendar year is $100,000. There is no obligation to make an
Investment at any time, and subject to the foregoing minimum, the
amounts of individual Investments may vary according to the
wishes of the Participant.
Initial Investments and Investments must be received by the
Administrator no later than two (2) business days prior to an
Investment Date to be deemed an Investment or Initial Investment
for such Investment Date. Otherwise, the Initial Investment or
Investment will be held by the Administrator and invested on the
next designated Investment Date. Upon a Participant's written
request received by the Administrator no later than two (2) busi-
ness days prior to the applicable Investment Date, an Initial
Investment or Investment not already invested under the Plan will
be canceled and returned to the Participant, as appropriate. No
refund of a check or money order will be made until the funds
represented thereby have been actually received by the Adminis-
trator. Accordingly, such refunds may be delayed several days
from the original date of the cancellation request. NO INTEREST
WILL BE PAID ON AMOUNTS HELD BY THE ADMINISTRATOR PENDING INVEST-
MENT OR REFUND.
METHODS OF INVESTMENT
Check or Money Order Investment: Initial Investments and Invest-
ments may be made by check or money order payable in United
States dollars to: The First National Bank of Boston/Southern
Union Company. Investments sent by mail must be mailed to the
Administrator together with the Enrollment Form or, once
enrolled, by using the tear-off portion of the account statement
sent to Participants. The Investment must be received by the
Administrator no later than two (2) business days prior to an
Investment Date to be invested on that Investment Date.
Automatic Investment from Designated Bank Account: Participants
may make Investments through automatic monthly transactions of a
specified amount (not less than $50 per transaction and not more
than a total of $100,000 per calendar year) through an Automated
Clearing House "ACH" withdrawal from a designated United States
bank account.
To initiate automatic monthly deductions, the Participant must
complete and sign an Automatic Deduction Form and return it to
the Administrator together with a voided blank check for the
account from which funds are to be drawn. An Automatic Deduction
Form will be provided with Enrollment Forms or can otherwise be
obtained from the Administrator. Forms will be processed and
will become effective as promptly as practicable.
Once automatic deductions are initiated, funds will be drawn from
the Participant's bank account on the 25th day of each month. If
the 25th day is not a business day for Participant's bank, the
Participant's bank will be debited on the next succeeding busi-
ness day. Funds drawn from the Participant's bank account will
be invested on the following Investment Date.
Participants may change or terminate automatic monthly deductions
by submitting a properly completed, signed Automatic Deduction
Form to the Administrator or by providing signed written instruc-
tions to the Administrator. To be effective with respect to a
particular Investment Date, however, the Form or written instruc-
tions must be received by the Administrator at least ten (10)
business days preceding the ACH withdrawal date for such Invest-
ment Date.
Dividends: Participants will be entitled to receive Dividends on
stock purchased under the Plan on the same basis as non-
Participant shareholders. The Company's current policy is to pay
regular stock dividends of approximately five percent (5%)
annually. Stock dividends on Plan shares will be accumulated and
cash dividends reinvested as described at "Dividends" herein of
this Prospectus.
SOURCE AND PRICE OF SHARES
Source: To fulfill Plan requirements, the Administrator may
purchase or sell shares of Common Stock in the open market or in
privately negotiated transactions, including purchases from the
Company's Stock Dividend Sale Plan, subject to such terms as it
may accept. The Administrator may also purchase shares from the
Company, in the forms of Treasury Stock or previously unissued
Authorized Shares. The Administrator may commingle each Partici-
pant's funds with those of other Participants for the purpose of
executing purchases. (See "Price" below.)
The Administrator will purchase shares of Common Stock as soon as
practicable beginning on the relevant Investment Date and shall
complete such purchase of shares for such Investment Date no
later than thirty (30) days after such Investment Date, unless
inconsistent with applicable federal securities laws or other
government or stock exchange regulations. The Administrator will
sell shares of Common Stock on a daily basis, and no later than
five business days after receipt of a request for sale from the
Participant.
Price: Shares of Common Stock purchased or sold in the open mar-
ket by the Plan for Participants with respect to a particular
Investment Date will be credited to such Participants' accounts
at the prevailing market price for all shares purchased or sold,
as appropriate, on the open market with respect to such Trading
Day. Participants who buy or sell shares will be charged the
transaction fees described under "Certain Plan Features" herein.
The Share Price of shares purchased or sold in privately nego-
tiated transactions (other than purchases from the Company's
Stock Dividend Sale Plan) shall be the prices negotiated therefor
at the Administrator's discretion and paid by the Plan for such
shares; provided that, for shares purchased from the Company's
Stock Dividend Sale Plan, the Share Price shall equal the average
of the high and low sales prices for the Common Stock on the New
York Stock Exchange on the date on which such purchase is consum-
mated or, if the sale is not consummated on a Trading Day, the
average of the high and low sales prices quoted for the Common
Stock on the New York Stock Exchange on the immediately pre-
ceding Trading Day.
The Share Price of shares purchased under the Plan that are sold
from the Company's Treasury Stock or issued from the Company's
Unissued Shares will be calculated by computing the five (5)-day
average of the daily average of the high and low sales prices of
the Common Stock on the New York Stock Exchange for the five (5)
Trading Days prior to the relevant Investment Date.
GIFT/TRANSFER OF SHARES WITHIN THE PLAN
If a Participant wishes to transfer the ownership of all or part
of his or her shares held under the Plan to the Plan Account of
another Person, whether by gift, private sale, or otherwise, the
Participant may effect such transfer by mailing a properly com-
pleted Gift/Transfer Form to the Administrator or otherwise pro-
viding signed written instructions to the Administrator.
Transfers of less than all of the Participant's shares of Common
Stock must be made in whole share amounts. No Fractional Shares
may be transferred unless all shares and Fractional Shares of
Common Stock in a Participant's Plan Account are transferred.
Requests for transfer are subject to the same requirements that
are applicable to the transfer of Common Stock certificates,
including the requirement of a Medallion Signature Guarantee.
Gift/Transfer Forms are available upon request from the Adminis-
trator. Shares so transferred will continue to be held by the
Administrator under the Plan. If the transferee is not already a
Participant, a Plan Account will be opened in the name of the
transferee, and the transferee will be enrolled automatically in
the Plan.
The transferee will receive a Statement of Account, after the
Investment Date immediately following the transfer of shares to
the transferee's Plan Account, reflecting the number of shares
transferred to and held in the transferee's Plan Account.
CERTIFICATES FOR SHARES
Shares of Common Stock purchased and held under the Plan will be
held by the Administrator in its name or the name of its nominee.
The number of shares (including any Fractional Share) credited to
a Participant's Plan Account will be reflected on the Partici-
pant's Statement of Account. Participants may obtain stock cer-
tificates for all or part of the whole shares of Common Stock
held in their Plan Accounts by making a signed written request to
the Administrator. Shares that are certificated from a Partici-
pant's Plan Account shall be deemed to be removed from such Plan
Account.
Except as described under the caption "Gift/Transfer of Shares
Within the Plan" above, shares of Common Stock held by the
Administrator for a Participant's Plan Account may not be pledged
or assigned.
DIVIDENDS
Currently, the Company's policy is to pay regular stock Dividends
of approximately five percent (5%) annually. A stock Dividend
distributed on Common Stock held in the Plan shall be issued in
certificated form to the Administrator or its nominee, and the
Administrator shall credit each Participant's Plan Account with a
pro rata amount of the shares so distributed, consistent with
each Participants' holdings in the Plan on the Dividend Record
Date for such Dividend. In the event that the Company pays a
cash Dividend, such Dividend shall be paid to the Administrator
or its nominee for shares held in Plan Accounts as of the Divi-
dend Record Date. The Administrator shall reinvest such cash
Dividend in shares of Common Stock and apportion the Common Stock
so acquired among the Participants' Plan Accounts based upon the
shares held by Participants on the Dividend Record Date for such
cash Dividend. These purchases will be subject to the transac-
tion fees described under "Certain Plan Features" above.
REPORTS TO PARTICIPANTS
After each Investment Date on which a transaction occurs in a
Participant's Plan Account, such Participant will receive a
Statement of Account reflecting the amount invested; the amount
of Dividends received; the Share Price applicable to the purchase
or sale price of shares of Common Stock for a transaction; the
number of shares of Common Stock purchased, deposited, sold,
transferred or withdrawn; the total shares of Common Stock
accumulated; and other information. The statement will consoli-
date information on all shares held for a Participant's Plan
Account and other shares registered in the Participant's name.
Each Participant is responsible for retaining these statements in
order to establish, for tax purposes, the cost basis of shares
purchased under the Plan. Current information will be available
from the Administrator at no charge but a fee may be charged by
the Administrator for supplying information, if available,
relating to previous tax years.
Each Participant will receive all communications sent to the
other holders of shares of Common Stock including annual reports
to shareholders and notices of the annual meeting with the
accompanying proxy materials. In addition, each Participant will
receive an Internal Revenue Service information form for
reporting Dividend income received during the calendar year and
information regarding sales of stock from Plan Accounts, if
applicable.
All Participant notices, statements and reports from the Adminis-
trator will be addressed to the Participant at the latest address
on record with the Administrator. Participants should promptly
notify the Administrator in writing of any change of address.
SHARE SAFEKEEPING
At the time of enrollment in the Plan, or at any later time,
Participants may use the Plan's share safekeeping service to
----------------------------
deposit any Common Stock certificates in their possession with
- --------------------------------------------------------------
the Administrator. Shares deposited will be transferred into the
- -----------------
name of the Administrator or its nominee and credited to the
Participant's Plan Account. Therefore, such shares will be
treated in the same manner as shares purchased through the Plan.
By using the Plan's share safekeeping service, Participants no
-------------------------------------------------
longer bear the risks associated with loss, theft, or inadvertent
- -----------------------------------------------------------------
destruction of Common Stock certificates. Also, because shares
deposited with the Administrator are treated in the same manner
as shares purchased through the Plan, they may be transferred or
conveniently sold through the Plan.
Participants who wish to deposit Common Stock certificates with
the Administrator should contact the Administrator for instruc-
tions. When mailing Common Stock certificates to the Adminis-
trator, a Participant bears the risk of loss in transit.
Accordingly, a Participant should determine the method of
delivery to be used to ensure safe delivery to the Administrator.
SALE OF SHARES
Participants may instruct the Administrator to sell any number of
------------------------------------------------
whole shares of Common Stock held in their Plan Accounts by
- -----------------------------------------------------------
giving written instructions to the Administrator. The Adminis-
- ---------------------------
trator will make the sale within five business days following
receipt of the request. For any sale of shares from a Plan
Account, brokerage commission, fees and other applicable charges
shall be deducted by the Administrator from the proceeds of such
sales. A request to sell all shares of Common Stock held in a
Participant's Plan Account will be treated as a withdrawal from
the Plan, resulting in the closure of such Plan Account. Any
applicable brokerage fees will be deducted from the proceeds of
the sale of such shares.
CLOSING A PLAN ACCOUNT
A Participant may close a Plan Account at any time by completing
the information on the reverse side of his/her Statement of
Account or otherwise by providing signed written instructions to
the Administrator. In addition, when a Participant requests that
any shares held in his/her Plan Account be certificated, such
certificated shares will be removed from the Plan Account. See
"Certificates for Shares" above.
To avoid potential abuses of the economies offered in connection
with sales of shares of Common Stock through the Plan (e.g.,
excessive closing and reopening of accounts), the Company will
not permit Participants who terminate their Plan Accounts to
reenroll in the Plan until twelve (12) months after such termina-
tion.
REENROLLMENT IN PLAN
No Investment may be made after participation in the Plan has
been terminated. In order to resume participation, a former
Participant must reenroll in the Plan subject to the twelve (12)-
month provision described under the caption "Closing A Plan
Account" above. The Company and the Administrator reserve the
right to deny any reenrollment application.
TAX CONSEQUENCES
Because the tax consequences to individual Participants vary, the
Participant should consult a tax advisor for advice regarding
income and expenses attributable to any Plan Account.
The Company believes the following is an accurate summary of the
federal tax consequences of participation in the Plan as of the
date of this Prospectus. This summary may not reflect every
situation that could result from participation in the Plan and,
therefore, Participants are advised to consult their tax advisors
with respect to the tax consequences (including federal, state,
local, and other tax laws and United States tax withholding laws)
applicable to their particular situations.
For federal income tax purposes, the cost basis of any shares
acquired through the Plan will be the price at which the shares
are credited by the Administrator to the account of the Partici-
pant as described in the section entitled "Source and Price of
Shares." The amounts paid for brokerage commissions are
includable in the cost bases of shares purchased. The informa-
tion sent to Participants and the Internal Revenue Service at
year-end, if so required, will reflect amounts paid on the behalf
of Participants.
Distribution of stock dividends will result in dilution of the
Participant's tax basis in the stock yielding such dividends.
Fractional stock Dividends on stock held under the Plan will be
accumulated and no cash in lieu of fractional dividends will be
distributed.
These rules may not be applicable to certain Participants in the
Plan, such as tax-exempt entities (e.g., pension funds and indi-
vidual retirement accounts) and foreign shareholders. These
particular Participants should consult their tax advisors con-
cerning the tax consequences applicable to their situations.
It is important that each Participant include a correct tax
identification number on his or her Enrollment Form.
OTHER INFORMATION
Stock Split, Stock Dividend or Rights Offering: Any Dividend in
Common Stock or split shares distributed by the Company or shares
held by the Administrator or its nominee for a Participant's Plan
Account will be distributed to the Administrator or its nominee.
Such shares will be credited to the Plan Accounts of Participants
based upon the number of shares held by Participants on the Divi-
dend Record Date or the record date for a stock split, as appli-
cable. Stock Dividends or split shares distributed on shares
registered in a Participant's name and held in certificated form
will be mailed directly to the Participant in the same manner as
to shareholders who are not Participants in the Plan.
In the event of a rights offering, each Participant will receive
rights based upon the total number of whole shares owned, that
is, the total number of shares registered in such Participant's
name and the total number of whole shares held in such Partici-
pant's Plan Account.
Voting of Plan Shares: Shares held in a Participant's Plan
Account may be voted in person or pursuant to the proxy received
by the Participant prior to any meeting of the Company's share-
holders.
Limitation of Liability: Neither the Company nor the Administra-
tor (nor any of their respective agents, representatives,
employees, officers, directors, or subcontractors) will be liable
in administering the Plan for any act done in good faith or for
any good-faith omission to act, including, without limitation,
any claim of liability arising from failure to terminate a Par-
ticipant's account upon a Participant's death or with respect to
the prices or times at which shares are purchased or sold for
Participants. Participants cannot waive federal securities law
liability.
Change or Termination of the Plan: In its sole discretion, the
Company may suspend, modify, or terminate the Plan at any time in
whole, in part, or with respect to Participants in one or more
jurisdictions. Notice of such suspension, modification, or
termination will be sent to all Participants. No such event will
affect any shares then credited to a Participant's Plan Account.
Upon any whole or partial termination of the Plan by the Company,
certificates for whole shares credited to an affected Partici-
- -------------------------------------------------------------
pant's Plan Account will be issued and mailed to the Participant
- ----------------------------------------------------------------
along with a check for any Fractional Share. Fractional Shares
- -------------------------------------------
will be valued at the closing sale on the day on which the Plan
is terminated or, if the date of termination is not a Trading Day
on the immediately preceding Trading Day.
Termination of Individual Participation: In their sole discre-
tion, the Company and the Administrator reserve the right to
--------
terminate the Plan Account of any Participant after advance
- -----------------------------------------------------------
written notice is mailed to the Participant at the address
- -------------------------------------------
appearing on the Administrator's records. A Participant whose
Plan Account has been closed will receive a certificate for the
whole shares held in such Plan Account and a check for the cash
value of any Fractional Share held in such Plan Account.
USE OF PROCEEDS
The Company is unable to predict the number of shares of Common
Stock that will ultimately be sold under the Plan, the prices at
which such shares will be sold, or the number of such shares, if
any, that will be sold by the Company from shares held by the
Company as Treasury Stock or from the Company's Unissued Shares.
Therefore, the Company cannot estimate the amount of proceeds to
be received from the sale of such shares. To the extent that
shares of Common Stock are sold from shares held by the Company
as Treasury Stock or from the Company's Unissued Shares, the
proceeds of such sales will be added to the general funds of the
Company and will be used for working capital, capital expendi-
tures, and other general corporate purposes.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock is listed on the New York Stock Exchange under
the symbol "SUG." The following table sets forth for the periods
indicated the high and low sales prices on the New York Stock
Exchange Composite Tape, as adjusted for the following: the
three-for-two stock split distributed in the form of a 50% stock
dividend on March 9, 1994, the four-for-three stock split dis-
tributed in the form of a 33 % stock dividend on March 11, 1996;
the 5% stock Dividend distributed on June 30, 1994; and the 5%
stock Dividend distributed on November 27, 1995.
HIGH LOW
1995
First Quarter.......... 13.13 11.88
Second Quarter......... 13.00 11.75
Third Quarter.......... 12.75 11.13
Fourth Quarter......... 13.75 11.75
1996
First Quarter.......... 13.88 12.38
Second Quarter......... 19.88 12.63
Third Quarter.......... 22.38 16.75
Fourth Quarter......... 25.50 20.25
On August 20, 1996, the closing sales price of the Common Stock
on the New York Stock Exchange Composite Tape was $20 5/8 per
share.
The Company's current policy is to pay regular stock Dividends of
approximately five percent (5%) annually. The most recent regu-
lar stock Dividend was a five percent (5%) stock Dividend dis-
tributed on November 27, 1995, to shareholders of record as of
November 15, 1995. The payment of Dividends in the future and
the amount of such payments, if any, will depend upon the Com-
pany's earnings and such other factors as the Board of Directors
deems relevant. Common Stock prices as shown in the foregoing
table shall not be interpreted as a prediction of future prices
for the Common Stock.
Under the provisions of the Company's debt agreements, the Com-
pany's total debt capacity and right to pay cash Dividends are
limited. See Management's Discussion and Analysis of Financial
Conditions and Results of Operations, item 7 of the 1995 Form 10-
K.
DESCRIPTION OF SECURITIES
The authorized capital stock of Southern Union consists of
1,500,000 shares of preferred stock, without par value ("Pre-
ferred Stock"), and 50,000,000 shares of Common Stock, par value
$1.00 per share, of which no shares of Preferred Stock and
16,223,667 shares of Common Stock were issued and outstanding at
June 30, 1996.
DESCRIPTION OF COMMON STOCK
The holders of Common Stock will be entitled to one vote for each
share on all matters voted on by shareholders of Southern Union.
With the exceptions of director elections in which shareholders
may cumulate their votes and cases in which Southern Union's
board has provided otherwise with respect to any series of Pre-
ferred Stock, the holders of such shares will possess all voting
power. The Restated Certificate of Incorporation (the "Certifi-
cate") provides for cumulative voting for the election of direc-
tors. Subject to any preferential rights of any outstanding
series of Preferred Stock designated by the board of directors of
Southern Union from time to time, the holders of Common Stock
will be entitled to such dividends as may be declared from time
to time by the board of directors of Southern Union from avail-
able funds, and upon liquidation will be entitled to receive pro
rata all assets of Southern Union available for distribution to
such holders.
No holder of any class or series of any class of Southern Union
capital stock has any preemptive right to subscribe to any
securities of Southern Union.
The transfer agent and registrar for the Common Stock is The
First National Bank of Boston.
DESCRIPTION OF PREFERRED STOCK
The Preferred Stock may be divided into and issued in series and
with such designations, relative rights and are currently out-
standing, and Southern Union does not presently contemplate the
issuance of any shares. However, any shares of Preferred Stock
issued in the future would rank prior to the Common Stock with
respect to dividend rights and rights upon liquidation and could
have rights which would dilute the voting power and equity of the
holders of he Common Stock.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to the
------
Plan, the terms of which provide that the purchase of shares of
- ----
Common Stock may be made from the Company, either from Treasury
-----------------------------
Stock or Unissued Shares through privately negotiated transac-
- -------------------------------------------------------------
tions, including purchases from the Company's Stock Dividend Sale
- -----------------------------------------------------------------
Plan, or through other purchases in the open market. The Company
- ----
may direct the Administrator from time to time to make purchases
of Common Stock for the Plan with respect to specific Investment
Dates from Treasury Stock or Unissued Shares. The primary con-
sideration in determining the source of shares of Common Stock to
be used for purchases under the Plan will be dependent upon,
among other things, the Company's need to increase equity capi-
tal. If the Company does not need to raise funds externally or
if financing needs are satisfied using non-equity sources of
funds to maintain the Company's targeted capital structure,
shares of Common Stock purchased for Participants under the Plan
will be purchased on the open market, through privately nego-
tiated transactions, and from the Company's Stock Dividend Sale
Plan.
VALIDITY OF SECURITIES
The validity of the Common Stock offered hereby will be passed
upon for the Company by Fleischman and Walsh, L.L.P., Washington,
D. C. Aaron I. Fleischman, Senior Partner of Fleischman and
Walsh, L.L.P., is a director of the Company. Mr. Fleischman,
Fleischman and Walsh, L.L.P., and other attorneys in that firm
beneficially own shares of Common Stock that, in the aggregate,
represent less than two percent (2%) of the shares of Common
Stock outstanding.
EXPERTS
The consolidated balance sheets as of June 30, 1995 and 1994 and
the consolidated statements of operations and cash flows for each
of the three years in the periods ended June 30, 1995 and 1994
and December 31, 1993 incorporated by reference in this
Prospectus, have been incorporated herein in reliance on the
report, which includes an explanatory paragraph concerning a
change in accounting method, of Coopers & Lybrand L.L.P., given
on the authority of that firm as experts in accounting and
auditing.
-------------
<PAGE>
- ------------------------------- -------------------------------
No dealer, salesperson or other
individual has been authorized
to give any information or to
make any representations other
than those contained or incor-
porated by reference in this
Prospectus in connection with
the offer made by this Prospec-
tus and, if given or made, such
information or representations
must not be relied upon as
having been authorized by the
Company or the Administrators.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall under any cir-
cumstance create an implica-
tion that there has been no
change in the affairs of the
Company subsequent to the date
hereof. This Prospectus does
not constitute an offer or
solicitation by anyone in any
state in which such offer or
solicitation is not authorized SOUTHERN UNION COMPANY
or in which the person making
such offer or solicitation is
not qualified to do so or to
anyone to whom it is unlawful
to make such offer or solici-
tation.
-----------------
TABLE OF CONTENTS
Page
Available Information.....
Incorporation of Certain
Documents by Reference..
Southern Union Company....
Description of the Plan... Direct Common Stock
Purpose............... Purchase Plan
Sources of Shares.....
Definitions...........
Certain Plan Features.
Administration........
Eligibility...........
Enrollment Procedures.
Initial Investments
and Investments.....
Methods of Investment.
Source and Price of
Shares..............
Individual Retirement
Account..............
Gift/Transfer of Shares
Within the Plan......
Certificates for Shares ----------
Dividends..............
Reports to Participants PROSPECTUS
Share Safekeeping......
Sale of Shares......... ----------
Closing a Plan Account.
Reenrollment in Plan...
Tax Consequences.......
Other Information......
Use of Proceeds............
Price Range of Common
Stock and Dividends....
Description of Securities..
Description of Common
Stock................
Description of Pre- August , 1996
ferred Stock......... --
Plan of Distribution.......
Validity of Securities.....
Experts....................
- ------------------------------- -------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission Filing Fee...... $ 2,140
Administrator's Expenses........................... *
Printing and Engraving Fees........................ 4,000
Accounting Fees and Expenses....................... *
Legal Fees and Expenses............................ 7,500
Miscellaneous...................................... *
-------
Total........................................... *
=======
- ----------------
* All fees and expenses other than SEC Registration Fee are
estimated. To be completed by amendment.
Item 15. Indemnification of Directors and Officers.
Article Fourteenth of the Restated Certificate of Incorporation
of the Registrant eliminates personal liability of directors to
the fullest extent permitted by Delaware Law. Section 145 of the
Delaware Corporation Law provides that a Delaware corporation may
indemnify any person against expenses, fines and settlements
actually and reasonably incurred by any such person in connection
with a threatened, pending or completed action, suit or pro-
ceeding in which he is involved by reason of the fact that he is
or was a director, officer, employee or agent of such corpora-
tion, provided that (i) he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation and (ii) with respect to any criminal action
or proceeding, he had no reasonable cause to believe his conduct
was unlawful. If the action or suit is by or in the name of the
corporation, the corporation may indemnify any such person
against expenses actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect to any
claim, issue or matter as to which such person shall have been a
judged to be liable for negligence or misconduct in the per-
formance of his duty to the corporation, unless and only to the
extent that the Delaware Court of Chancery or the court in which
the action or suit is brought determines upon application that,
despite the adjudication of liability but in the light of the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expense as the court deems proper.
The Declaration of each Southern Union Trust provides that no
Southern Union Trustee, affiliate of any Southern Union Trustee,
or any officers, directors, shareholders, members, partners,
employees, representatives or agents of any Southern Union
Trustee, or any employee or agent of such Southern Union Trust or
its affiliates (each an "Indemnified Person") shall be liable,
responsible or accountable in damages or otherwise to such
Southern Union Trust or any employee or agent of the trust or its
affiliates for any loss, damage or claim incurred by reason of
any act or omission performed or omitted by such Indemnified
Person in good faith on behalf of such Southern Union Trust and
in a manner such Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Indemnified
Person by such Declaration or by law, except that an Indemnified
Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence
or willful misconduct with respect to such acts or omissions.
The Declaration of each Southern Union Trust also provides that
to the fullest extent permitted by applicable law, the Registrant
shall indemnify and hold harmless each Indemnified Person from
and against any loss, damage or claim incurred by such Indemni-
fied Person by reason of any act or omission performed or omitted
by such Indemnified Person in good faith on behalf of such
Southern Union Trust and in a manner such Indemnified Person
reasonably believed to be within the scope of authority conferred
on such Indemnified Person by such Declaration, except that no
Indemnified Person shall be entitled to be indemnified in respect
of any loss, damage or claim incurred by such Indemnified Person
by reason of gross negligence or willful misconduct with respect
to such acts or omissions. The Declaration of each Southern
Union Trust further provides that, to the fullest extent per-
mitted by applicable law, expenses (including legal fees)
incurred by an Indemnified Person in defending any claim, demand,
action, suit or proceeding shall, from time to time, be advanced
by the Registrant prior to the final disposition of such claim,
demand, action, suit or proceeding upon receipt by or an under-
taking by or on behalf of the Indemnified Person to repay such
amount if it shall be determined that the Indemnified Person is
not entitled to be indemnified for the underlying cause of action
as authorized by such Declaration.
The directors and officers of the Registrant and the Regular
Trustees are covered by insurance policies indemnifying against
certain liabilities, including certain liabilities arising under
the Securities Act of 1933, as amended (the "Securities Act"),
which might be incurred by them in such capacities and against
which they cannot be indemnified by the Registrant or the
Southern Union Trusts.
Item 16. Exhibits.
See "Index to Exhibits."
Item 17. Undertaking.
The Registrant hereby undertakes that, for purposes of deter-
mining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (and where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registra-
tion Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and con-
trolling persons of the Registrant pursuant to the foregoing
provisions (other than the insurance policies referred to
therein), or otherwise, the Registrant has been advised that, in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of their counsel the matter has been settled by con-
trolling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) that, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
(iii) to include any material information with respect to
the Plan of Distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that the undertakings set forth in para-
graphs (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed
by Southern Union pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Austin, State of Texas, on August , 1996.
--
SOUTHERN UNION COMPANY
By RONALD J. ENDRES
-----------------------
Ronald J. Endres
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities indicated on August , 1996.
--
Signature/Name Title
-------------- -----
GEORGE L. LINDEMANN* Chairman of the Board, Chief
Executive Officer and Director
JOHN E. BRENNAN* Director, Vice Chairman of the
Board
FRANK W. DENIUS* Director
AARON I. FLEISCHMAN* Director
PETER H. KELLEY* Director
ADAM M. LINDEMANN* Director
ROGER J. PEARSON* Director
GEORGE ROUNTREE, III* Director
DAN K. WASSONG* Director
KURT A. GITTER, M.D.* Director
RONALD J. ENDRES Executive Vice President and
- ----------------
Ronald J. Endres Chief Financial Officer
DAVID J. KVAPIL Vice President and Controller
- ---------------
David J. Kvapil (Principal Accounting Officer)
*By RONALD J. ENDRES
-------------------
Ronald J. Endres
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -------------------------------------------------------
3(a) Restated Certificate of Incorporation of Southern Union
Company. (Filed as Exhibit 3(a) to Southern Union's
Transition Report on Form 10-K for the year ended
June 30, 1994.)
3(b) Southern Union Company Bylaws, as amended. (Filed as
Exhibit 3(b) to Southern Union's Transition Report on
Form 10-K for the year ended June 30, 1994.)
5 Opinion of Fleischman and Walsh, L.L.P. regarding the
validity of the Securities (including consent).
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Fleischman and Walsh, L.L.P. (included in
Exhibit 5 hereto.)
24 Power of Attorney
<PAGE>
FLEISCHMAN AND WALSH, L.L.P.
1400 Sixteenth Street, NW
Sixth Floor
Washington, DC 20036
(202) 939-7900
August 21, 1996
Southern Union Company
504 Lavaca Street
Suite 800
Austin, Texas 78701
Dear Sirs:
Southern Union Company (the "Company") has filed with the
Securities and Exchange Commission (the "Commission") a registra-
tion statement on Form S-3 (Registration No. 333- )
---------
(together with amendments thereto, the "Registration Statement")
relating to purchases by the Company's Direct Stock Purchase Plan
(the "Plan"), from time to time, of up to 300,000 shares of the
Company's common stock, par value one dollar ($1.00) per share
("Common Stock"). The Plan, on behalf of shareholders of the
Company who participate in the Plan, will make such purchases
from one or more of the following sources: (i) Common Stock that
is issued and outstanding at the time of any such purchase; (ii)
Common Stock that is issued but held by the Company as treasury
shares at the time of any such purchase; and (iii) newly issued
Common Stock.
As counsel to the Company, we have examined the following
materials: the Restated Certificate of Incorporation (the
"Certificate") and the By-laws of the Company, in each case as
presently in effect; the Registration Statement and other docu-
ments filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended; pertinent
resolutions adopted by the Company's Board of Directors,
including the resolutions adopted by the Board of Directors as of
June 27, 1996, regarding adoption and implementation of the Plan;
certificates of public officials; representations of the Com-
pany's officers; and such other documents, corporate records, and
matters of law that we considered necessary to render this
opinion. In our examinations, we assumed the legal capacity of
natural persons, the genuineness of all documents submitted to us
as originals, and the conformity to original and certified docu-
ments of all copies submitted to us as conformed copies.
Based upon and subject to the foregoing, we are of the following
opinions:
(1) Shares of Common Stock that are issued and outstanding or
that are issued and held by the Company as treasury shares,
in either case at the time purchased by the Plan pursuant to
the Plan's terms, as such terms are set forth in the Regis-
tration Statement, on behalf of shareholders participating
in the Plan, have been (or, if not presently issued, will
have been, if appropriate beneficial resolutions of the
Board of Directors have been adopted prior to their
issuance) duly authorized for issuance and are (or will be)
validly issued, fully paid, and non-assessable, such that no
personal liability will attach to the ownership thereof
under the laws of the State of Delaware.
(2) Newly issued shares of Common Stock that are duly authorized
for issuance and sale to the Plan pursuant to appropriate
resolutions of the Company's Board of Directors will be
validly issued, fully paid, and non-assessable when pur-
chased by the Plan pursuant to the Plan's terms, as such
terms are set forth in the Registration Statement, on behalf
of beneficial shareholders participating in the Plan, such
that no personal liability will attach to the ownership
thereof under the laws of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and as a part thereof, or as an
exhibit to any document that may be filed with respect to the
proposed transactions under the securities laws of the various
states and other jurisdictions of the United States, or with the
New York Stock Exchange. We also consent to the reference to our
firm under "Validity of Securities" in the prospectus forming
part of the Registration Statement.
Please be advised that Aaron I. Fleischman, Senior Partner of
Fleischman and Walsh, L.L.P., is a director of the Company, that
he and certain other attorneys with Fleischman and Walsh, L.L.P.,
have a beneficial interest in shares of Common Stock, and that
Fleischman and Walsh, L.L.P., is the holder of a warrant to
purchase shares of Common Stock, which was issued in 1994 by the
Company to said firm.
If you have any questions regarding the opinions expressed
herein, please contact Stephen A. Bouchard, a partner with this
firm.
Sincerely,
FLEISCHMAN AND WALSH, L.L.P.
<PAGE>
CONSENT OF INDEPENDENT AUDITORS Exhibit 23-A
We consent to the incorporation by reference in this registration
statement of our report, which includes an explanatory paragraph
concerning a change in accounting method, dated September 5,
1995, on our audit of the consolidated financial statements of
Southern Union Company and Subsidiaries as of June 30, 1995 and
1994, and for each of the three years in the periods ended
June 30, 1995 and 1994 and December 31, 1993. We also consent to
the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Austin, Texas
August , 1996
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Peter H. Kelley,
Ronald J. Endres, Dennis K. Morgan, and David J. Kvapil, acting
individually or together, as such person's true and lawful
attorney(s)-in-fact and agent(s), with full power of substitution
and revocation, to act in any capacity for such person and in
such person's name, place, and stead in executing the Registra-
tion Statement on Form S-3 and any amendments thereto, and filing
said Registration Statement, together with all exhibits thereto
and any other documents connected therewith, with the Securities
and Exchange Commission for the purpose of registering the
securities offered pursuant to the Direct Common Stock Purchase
Plan of Southern Union Company.
Dated: April 20, 1996
JOHN E. BRENNAN GEORGE L. LINDEMANN
- --------------- -------------------
John E. Brennan George L. Lindemann
FRANK W. DENIUS ROGER J. PEARSON
- --------------- ----------------
Frank W. Denius Roger J. Pearson
AARON I. FLEISCHMAN GEORGE ROUNTREE, III
- ------------------- --------------------
Aaron I. Fleischman George Rountree, III
PETER H. KELLEY DAN K. WASSONG
- --------------- --------------
Peter H. Kelley Dan K. Wassong
ADAM M. LINDEMANN KURT A. GITTER, M.D.
- ----------------- --------------------
Adam M. Lindemann Kurt A. Gitter, M.D.
