<PAGE>
As filed with the Securities and Exchange Commission on
August 21, 1996. File No. 333-02965
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SOUTHERN UNION COMPANY Delaware 75-0571592
(Exact name of Registrant as (State or other (I.R.S. Employer
specified in its Charter) Jurisdiction of Identification
Incorporation Number)
or 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
(202) 939-7911
(Name, address, including zip code,
and telephone number, including
area code, of agent for service
for each registrant)
------------
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 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]
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.
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<PAGE>
PROSPECTUS
- ----------
SOUTHERN UNION COMPANY
Shares of Common Stock
Offered by Stockholders Enrolled in the
Stock Dividend Sale Plan
----------
The Stock Dividend Sale Plan (the "Plan") of Southern Union Com-
pany (the "Company") provides eligible owners of common stock,
$1.00 par value per share, of the Company (the "Common Stock")
with a convenient and economical method of selling shares
received as Eligible Stock Dividends (as defined below) for cash.
Under the Plan, Eligible Stock Dividends distributed by the Com-
pany to stockholders participating in the Plan ("Participants"),
to the extent of such participation, will be offered for sale by
the Plan Broker (as defined below) through the facilities of the
New York Stock Exchange (the "NYSE"), the over-the-counter market
or through privately negotiated transactions. See "Plan of Dis-
tribution."
This prospectus (the "Prospectus") relates to the shares of Com-
mon Stock offered for sale under the Plan and should be retained
for future reference. The Common Stock is traded on the NYSE
under the symbol "SUG."
A glossary of certain capitalized terms used herein appears on
subsequent pages.
----------
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 21, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "SEC") a registration statement, of which this Prospectus
constitutes 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
thereto 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 Registra-
tion 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,
as well as the following Regional Offices of the SEC: 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 NYSE, on which the 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 made a part hereof by such reference:
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 Southern Union 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 made hereby
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 supple-
ment hereto shall be deemed to be modified or superseded for pur-
poses of such document to the extent that a statement contained
herein or therein (or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein
or therein) modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modi-
fied or superseded, to constitute a part of this Prospectus or
any 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 any such person, a copy of any or all of the
foregoing 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
Relations, Southern Union Company, at 504 Lavaca Street, Suite
800, Austin, Texas 78701, telephone (512) 477-5852.
THE 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 Dela-
ware 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 Plan was established in order to provide Participants with a
convenient and economical method of selling for cash shares
received as Eligible Stock Dividends without paying any brokerage
commission or service charge from the Company, the Plan Adminis-
trator or the Plan Broker.
Beneficial Owners who participate in the Plan through a Partici-
pating Broker may incur certain costs and/or fees charged by such
Participating Broker and which are neither charged by, nor in the
control of, the Company, the Plan Administrator or the Plan
Broker. See "- Costs and Expenses."
The Company reserves the right to modify, suspend or terminate
participation in the Plan by otherwise eligible holders of Common
Stock in order to eliminate practices which are not consistent
with the purpose of the Plan.
Administration
A plan administrator (the "Plan Administrator") will administer
the Plan, keep records, prepare and distribute statements of
account ("Plan Statements") and perform certain other duties
related to the Plan. The First National Bank of Boston, the Com-
pany's stock transfer agent and registrar, currently serves as
the Plan Administrator. Shares of Common Stock subject to the
terms of the Plan ("Plan Shares") will be maintained in separate
accounts (each, a "Plan Account") by or through the Plan Adminis-
trator on behalf of Participants until such Plan Account or the
Plan is terminated. See "-Plan Accounts."
Eligible Stock Dividends paid on Plan Shares will be sold by a
selling agent (the "Plan Broker") selected by the Company and the
Plan Administrator.
Eligibility
Two types of stockholders are eligible to be "Participants": (a)
stockholders whose shares of Common Stock are registered on the
stock transfer book of the Company in their own names, including
brokers, banks and other nominees ("Registered Owners") and (b)
stockholders who beneficially own shares of Common Stock that are
registered in a name other than their own (i.e., in the name of a
broker, bank or other nominee) ("Beneficial Owners"). Beneficial
Owners participate as such only through a "Participating Broker."
See "Enrollment Procedures -- Beneficial Owners" below.
Participation in the Plan is voluntary. Holders of Common Stock
who do not choose to participate in the Plan will continue to
receive any dividends paid on the Common Stock, as declared, in
the usual manner.
Stockholders who reside in jurisdictions in which it is unlawful
for the Company to permit their participation are not eligible to
participate in the Plan.
Enrollment Procedures
Registered Owners. After being furnished with a copy of this
Prospectus, any Registered Owner may participate directly in the
Plan by properly completing and delivering an Enrollment Form to
the Plan Administrator which designates the number of shares
owned in the stockholder's name that the stockholder wishes to
become Plan Shares. If the Registered Owner designates as Plan
Shares fewer than the total number of shares registered in his or
her name on the stock transfer book of the Company, a Plan
Account for such Plan Shares and a separate account for the
remaining shares will be established. A Registered Owner wishing
to enroll as Plan Shares fewer than the total number of shares he
or she holds in certificated form must deliver such certificates
to the Plan Administrator at the time he or she submits an
Enrollment Form. Such certificates will be canceled and
reissued to the Registered Owner as two certificates, one corre-
sponding to the number of Plan Shares and the other for the
remainder. If share certificates are mailed, a shareholder
should use insured registered mail or a nationally-known over-
night delivery service. Once enrolled in the Plan, Registered
Owners will remain enrolled without further action on their part.
An Enrollment Form directs the Plan Broker to sell all Eligible
Stock Dividends paid by the Company on the Registered Owner's
Plan Shares until the Registered Owner terminates participation
or the Plan is terminated. An Enrollment Form also directs the
Plan Administrator to credit any stock dividends not deemed
Eligible Stock Dividends (i.e., stock splits, whether or not paid
in the form of stock dividends ("Stock Splits")) to the Regis-
tered Owner's Plan Account, but only with respect to the Plan
Shares held in the Plan Account. Accordingly, all shares of Com-
mon Stock paid on Plan Shares of Registered Owners pursuant to a
Stock Split will not be sold, but rather, automatically will
become additional Plan Shares subject to the Plan's Eligible
Stock Dividend sale provisions. All Stock Splits and Eligible
Stock Dividends paid on shares owned by a Registered Owner
outside of a Plan Account will not become additional Plan Shares
(unless proper enrollment instructions subsequently are received
by the Plan Administrator), but rather, will be distributed to
the Registered Owner in the usual manner.
Beneficial Owners. A Beneficial Owner may participate in the
Plan only if his or her broker, bank or other nominee is a Par-
ticipant (a "Participating Broker"). Alternatively, a Beneficial
Owner may participate directly in the Plan by first becoming a
Registered Owner and then properly completing and delivering an
Enrollment Form to the Plan Administrator. A broker, bank, or
other nominee may enroll as a Participating Broker by properly
completing and delivering a Broker Enrollment Form to the Plan
Administrator which designates the number of shares to be
enrolled as Plan Shares. Participating Brokers will be responsi-
ble for indicating on the Broker Enrollment Form the shares
registered in its name and/or on behalf of Beneficial Owners to
be enrolled as Plan Shares. Accordingly, the Company, the Plan
Administrator and the Plan Broker will not assume responsibility
for ensuring that shares of Beneficial Owners are enrolled as
Plan Shares with respect to any Eligible Stock Dividend.
A Broker Enrollment Form directs the Plan Broker to sell all
Eligible Stock Dividends paid by the Company on those Plan Shares
designated by the Participating Broker only with respect to the
next Eligible Stock Dividend. Accordingly, a properly completed
Broker Enrollment Form must be received by the Plan Administrator
each time the Participating Broker wishes the Plan Broker to sell
shares received pursuant to an Eligible Stock Dividend. Shares
distributed pursuant to Stock Splits will not be credited to the
Plan Accounts of Participating Brokers unless proper enrollment
instructions are received by the Plan Administrator with respect
to the next Eligible Stock Dividend.
Participants in Direct Common Stock Purchase Plan. Participants
in the Company's Direct Common Stock Purchase Plan hold their
shares under such plan as Registered Owners and, therefore, may
arrange to have all or some of such shares transferred into a
Plan Account and become subject to the terms of the Plan by
properly completing an Enrollment Form with respect to such
shares and delivering it to the Plan Administrator.
A stockholder who owns shares both as a Registered Owner and a
Beneficial Owner may participate in the Plan with respect to
shares owned in either or both capacities, provided the stock-
holder (and his or her Participating Broker, to the extent
applicable) follows the applicable enrollment procedures for each
form of ownership.
Forms. Enrollment Forms and Broker Enrollment Forms are avail-
able upon request from the Plan Administrator and the Company.
When completing an Enrollment Form or Broker Enrollment Form,
Registered Owners and Participating Brokers should sign exactly
as their names appear on the Company's stock transfer book or the
stock certificate(s) representing the share(s) of Common Stock
registered in their names. Completed Enrollment Forms and Broker
Enrollment Forms should be mailed or otherwise delivered to the
Plan Administrator at the address set forth below under the
caption "-Plan Inquiries." Improperly completed or incomplete
Enrollment Forms or Broker Enrollment Forms received by the Plan
Administrator will be returned and will not be processed.
Voluntary Termination
A Participant who is the Registered Owner of his or her Plan
Shares may terminate participation in the Plan either (i) by
returning a properly completed Termination Form to the Plan
Administrator, indicating the number of shares the Registered
Owner wishes transferred out of his or her Plan Account, or (ii)
by providing signed written termination instructions to the Plan
Administrator. In addition, the sale by a Registered Owner of
any shares held in his or her Plan Account will result in auto-
matic termination of participation in the Plan with respect to
such shares sold. The Plan Administrator, as soon as prac-
ticable, will process termination requests and will transfer the
designated shares out of the Registered Owner's Plan Account.
Beneficial Owners participating in the Plan through a Partici-
pating Broker must proceed through such Participating Broker to
terminate participation in the Plan. Participation in the Plan
by a Participating Broker will be terminated automatically after
the payment and sale of each Eligible Stock Dividend. Termina-
tion Forms are available on request from the Plan Administrator
or the Company (see "-Plan Inquiries" below).
Effective Date of Enrollment or Termination
The Plan Administrator will process Enrollment Forms, Broker
Enrollment Forms and Termination Forms as soon as practicable
upon receipt. An enrolling or terminating stockholder will be
deemed to be enrolled in or terminated from the Plan only after
the Plan Administrator has accepted and processed the appropriate
form.
In order for Registered Owners to initiate or terminate partici-
pation in the Plan with respect to the payment of a particular
Eligible Stock Dividend, an Enrollment Form or Plan Termination
Form, as appropriate, must be received from such Participant and
be accepted by the Plan Administrator prior to the record date
for such Eligible Stock Dividend, as designated by the Company's
Board of Directors. In order for Participating Brokers to
initiate participation in the Plan with respect to the payment of
a particular Eligible Stock Dividend, a Broker Enrollment Form
must be received from such Participating Broker and be accepted
by the Plan Administrator no later than the second business day
immediately following the record date for such Eligible Stock
Dividend, as designated by the Company's Board of Directors, and
must include information as of such record date. Enrollment
Forms and other correspondence relating to Plan participation
by Registered Owners received on or after the record date will be
processed as soon as practicable and shall be effective prior to
the payment of the next Eligible Stock Dividend. Broker Enroll-
ment Forms relating to Plan participation of Beneficial Owners
received after the due date will be returned and will not be pro-
cessed. Participating Brokers will be responsible for completing
the Broker Enrollment Form on behalf of Beneficial Owners wishing
to participate in the Plan with respect to each Eligible Stock
Dividend. Participation in the Plan by a Participating Broker
will be terminated automatically after the payment and sale of
each Eligible Stock Dividend. See "-Enrollment Procedures --
Beneficial Owners" above.
Eligible Stock Dividends
Only Eligible Stock Dividends will be sold under the Plan on be-
half of Participants. Eligible Stock Dividends include only
regular stock dividends paid by the Company on shares of Common
Stock. Currently, the Company's policy is to pay a regular stock
dividend of approximately 5% each year. See "Dividend Record."
All shares of Common Stock paid on Plan Shares of Registered
Owners pursuant to a Stock Split will not be sold, but rather,
automatically will become additional Plan Shares subject to the
Plan's Eligible Stock Dividend sale provisions. All Stock Splits
and Eligible Stock Dividends paid on shares owned by a Registered
Owner outside of a Plan Account will not become additional Plan
Shares (unless proper enrollment instructions subsequently are
received by the Plan Administrator), but rather, will be dis-
tributed to the Registered Owner in the usual manner. Shares
distributed pursuant to Stock Splits will not be credited to the
Plan Accounts of Participating Brokers unless proper enrollment
instructions are received by the Plan Administrator with respect
to the next Eligible Stock Dividend.
In no event will the Plan Broker sell any Plan Shares on behalf
of any Participant.
Plan Accounts
As part of the enrollment process, the Plan Administrator will
establish for each Participant who is a Registered Owner, a sepa-
rate Plan Account containing each Registered Owner's Plan Shares.
Once a Registered Owner is a Participant, he or she may transfer
additional shares he or she owns as a Registered Owner into his
or her Plan Account by properly completing and delivering to the
Plan Administrator additional Enrollment Forms.
The Plan Administrator also will establish a separate Plan
Account for each Participating Broker containing Plan Shares of
such Participating Broker and Beneficial Owners from whom it has
received enrollment instructions. The Participating Broker's
Plan Account will contain the number of Plan Shares so designated
by the Participating Broker on its Broker Enrollment Form.
Plan Accounts of Registered Owners will remain open until termi-
nated at the request of such Participant or until the Plan is
terminated. Plan Accounts of Participating Brokers will be ter-
minated after the payment and sale of each Eligible Stock Divi-
dend.
If a stockholder chooses to participate as both a Registered
Owner and a Beneficial Owner, his or her Plan Shares will be held
in two separate accounts -- an individual Plan Account (for
shares owned as a Registered Owner) and his or her Participating
Broker's Plan Account (for shares owned as a Beneficial Owner).
Costs and Expenses
The Company will pay all costs of administration of the Plan, in-
cluding the sale of Eligible Stock Dividends. Beneficial Owners
who participate in the Plan through a Participating Broker may
incur certain costs and/or fees charged by such Participating
Broker and which are neither charged by, nor in the control of,
the Company, the Plan Administrator or the Plan Broker. Parti-
cipants will be responsible for paying any transfer taxes appli-
cable to sales of Eligible Stock Dividends under the Plan.
Voting Rights
Participants who are Registered Owners of their Plan Shares will
receive proxy materials for each meeting of the Company's stock-
holders that will enable them to vote their Plan Shares. If a
Participant so desires, he or she may vote his or her shares,
including all Plan Shares held in his or her Plan Account, in
person at the stockholders' meeting. Participants who are Bene-
ficial Owners of their Plan Shares will continue to receive proxy
materials through their Participating Brokers.
Plan Statements
The Company currently anticipates that each Participant who is
the Registered Owner of his or her Plan Shares will receive a
Plan Statement after each transaction with respect to his or her
Plan Account and an annual Plan Statement, dated on or about
December 31 of each calendar year, provided there is activity in
the Plan Account during such calendar year. Each Plan Statement
will set forth, with respect to the Participant's Plan Account
during the calendar year: (i) the number of shares of Common
Stock distributed by the Company as Eligible Stock Dividends
received and sold by the Plan; (ii) the number of Plan Shares
held in the Plan Account; and (iii) changes to the number of Plan
Shares. Each Participating Broker will receive a similar Plan
Statement setting forth the information above with respect to
transactions made on its behalf under the Plan during the year.
No Plan Statement will be provided to Beneficial Owners by the
Company or the Plan Administrator. Beneficial Owners should con-
tact their Participating Brokers for such information. Forms
1099-B, to the extent required, will be included with checks
delivered to Participants representing the net proceeds from
sales made on their behalf under the Plan.
Amendment or Termination of the Plan
In its sole discretion, the Company may amend, suspend or termi-
nate the Plan at any time, in whole or part, or with respect to
Participants in one or more jurisdictions. Notice of such amend-
ment, suspension, or termination will be sent to all effected
Participants and will be effective as of the date set forth in
such notice.
The Company and the Plan Administrator reserve the right to ter-
minate the participation of any Participant after advance written
notice to such Participant at the most recent address appearing
on the Plan Administrator's records. Participants are responsi-
ble for notifying the Plan Administrator of any changes in their
mailing address.
Plan Inquiries
Questions regarding the Plan, as well as written requests for
Prospectuses, Enrollment Forms, Broker Enrollment Forms and Ter-
mination Forms, should be directed to the Plan Administrator at:
The First National Bank of Boston
Post Office Box 1889
Boston, Massachusetts 02105
or, in the case of overnight deliveries, to the Plan Administra-
tor at:
The First National Bank of Boston
Mail Stop 45-02-53
150 Royall Street
Canton, Massachusetts 02021
or call (800) 736-3001, on business days between 9:00 a.m. and
4:00 p.m. Eastern time.
Written requests for Prospectuses, Enrollment Forms, Broker
Enrollment Forms and Termination Forms, may also be directed to
the Company at:
Attention: Investor Relations Department
504 Lavaca Street, Suite 800
Austin, Texas 78701
(512) 477-5852
Enrollment Forms, Broker Enrollment Forms, Termination Forms and
other written notices used by Participants after the date of this
Prospectus to communicate with the Plan Administrator, which
materials were acceptable to the Plan Administrator prior to the
date of this Prospectus, will continue to be accepted by the Plan
Administrator, in its discretion, and Participants whose
materials are so accepted will be deemed to have elected to par-
ticipate in the Plan as in effect on the date such materials were
received by the Plan Administrator.
DIVIDEND RECORD
Since 1990, the Company has followed the policy of reinvesting
earnings in the business and has not paid any cash dividends.
The Company's Board of Directors currently intends to continue
this policy of retaining earnings for the operation and expansion
of the Company's business. On February 11, 1994, the Board of
Directors of the Company approved commencement of regular stock
dividends of approximately five percent (5%) annually.
In accordance with such policy, on each of May 25, 1994, and
November 7, 1995, the Board of Directors declared a five percent
(5%) regular stock dividend, which regular stock dividends were
distributed on June 30, 1994, and November 27, 1995, respec-
tively. As discussed under the caption "Description of the Plan
- - Eligible Stock Dividends," regular stock dividends are eligible
for the Plan's Eligible Stock Dividend sale provisions. In addi-
tion, on February 11, 1994, the Company's Board of Directors
declared a three-for-two Stock Split of the Common Stock that was
distributed in the form of a 50% stock dividend on March 9, 1994,
to stockholders of record on February 23, 1994, and on
February 12, 1996, the Company's Board of Directors declared a
four-for-three Stock Split of the Common Stock, which was dis-
tributed as a 33 % stock dividend on March 11, 1996, to stock-
holders of record as of February 23, 1996. As discussed under
the caption "Description of the Plan - Eligible Stock Dividends,"
Common Stock distributed as the result of a Stock Split, whether
or not paid in the form of a stock dividend, are not saleable
under the Plan. No other dividends have been paid by the Company
in the past five years.
The Company currently anticipates that, subject to review from
time to time in light of then-current circumstances, it will con-
tinue this practice of declaring and paying regular stock divi-
dends on its Common Stock. Future dividend policy will be
determined by the Board of Directors based upon conditions then
existing, including the Company's earnings and financial condi-
tion, capital requirements and other relevant factors.
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
Condition and Results of Operations", set forth in item 7 of the
1995 Form 10-K.
PLAN OF DISTRIBUTION
All shares of Common Stock issued pursuant to an Eligible Stock
Dividend on Plan Shares will be sold by the Plan Broker com-
mencing no earlier than five trading days prior to the payment
date for such Eligible Stock Dividend. The Plan Broker will
receive a commission, paid by the Company.
The Plan Broker will offer to sell the number of shares of Common
Stock paid as an Eligible Stock Dividend on the Plan Shares, cal-
culated as of the dividend record date declared by the Company's
Board of Directors. Such shares will be offered and sold to the
public (through the facilities of the NYSE or the over-the-
counter market) or through privately negotiated transactions,
including sales to the Company's Direct Common Stock Purchase
Plan. Shares sold through the NYSE or the over-the-counter mar-
ket shall be sold at the prevailing market price for Common
Stock. Shares sold through privately negotiated transactions,
other than sales to the Company's Direct Common Stock Purchase
Plan, will be sold at the prices negotiated therefor at the dis-
cretion of the Plan Broker. Shares sold to the Company's Direct
Common Stock Purchase Plan shall be sold at a price equal to (i)
the average of the high and low price quotations for the Common
Stock on the NYSE on the day such a sale is consummated or, (ii)
if the sale is consummated on a day on which the Common Stock
does not trade on the NYSE, the average of the high and low price
quotations for the Common Stock on the NYSE on the last day that
the Common Stock was traded immediately prior to the day on which
such sale is consummated. Cash proceeds from the sale by the
Plan of Eligible Stock Dividends, payable by check, shall be dis-
tributed pro rata to Registered Owners and Participating Brokers
based upon the number of shares of Common Stock held in the Plan
Accounts by such Participants as of the record date for such
Eligible Stock Dividend. Such proceeds will not be distributed
until all such shares of Common Stock to be sold by the Plan are
so sold.
Participating Brokers will be responsible for distributing cash
proceeds from the sales of Eligible Stock Dividends to Beneficial
Owners. Accordingly, the Company, the Plan Administrator and the
Plan Broker will not assume responsibility for ensuring that such
proceeds are properly distributed to Beneficial Owners.
FEDERAL INCOME TAX TREATMENT OF ELIGIBLE STOCK DIVIDENDS SOLD
Under current federal income tax laws, stockholders participating
in the Plan will be treated as having received a stock dividend
with respect to all Eligible Stock Dividends. Accordingly, such
Participants will be required to allocate the tax basis of their
previously acquired Common Stock proportionately between the
previously acquired Common Stock and the shares distributed as an
Eligible Stock Dividend. Upon the sale of the shares received as
Eligible Stock Dividends, if the net sales price for the Eligible
Stock Dividend shares exceeds or is less than the allocated tax
basis of such shares, the selling stockholder will recognize a
gain or loss for tax purposes. Such gain or loss will be capital
in nature if such shares are capital assets in the hands of the
Participant and applicable holding period requirements are met.
For further information as to the tax consequences to Partici-
pants, including state, local and foreign tax consequences, Par-
ticipants should consult with their own tax advisors. The
foregoing discussion is based on federal tax laws as in effect as
of the date of this Prospectus. Participants should consult
their tax advisors with respect to the impact of any future
legislative proposals or legislation enacted after the date of
this Prospectus.
VALIDITY OF SECURITIES
The validity of the securities 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 of the Company 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.
GLOSSARY
Set forth below are definitions of certain terms used in this
Prospectus:
"Beneficial Owners": stockholders who beneficially own shares of
Common Stock that are registered in a name other than their own
(i.e., in the name of a broker, bank or other nominee). Benefi-
cial Owners may participate in the Plan only through a Partici-
pating Broker or by becoming a Registered Owner.
"Common Stock": common stock, par value $1.00 per share, of the
Company.
"Company": Southern Union Company.
"Eligible Stock Dividends": regular stock dividends paid by the
Company on shares of Common Stock. Only Eligible Stock Dividends
are eligible for sale by the Plan Broker on behalf of Partici-
pants.
"NYSE": New York Stock Exchange.
"Participant": an eligible owner of Common Stock who partici-
pates in the Plan.
"Participating Brokers": persons (generally, brokers, banks or
other nominees) enrolled in the Plan who are the Registered
Owners of shares of Common Stock held for their own account or on
behalf of Beneficial Owners.
"Plan": the Company's Stock Dividend Sale Plan.
"Plan Account": an account established by the Plan Administrator
that contains a Participant's Plan Shares.
"Plan Administrator": the plan administrator who administers the
Plan, keeps records, sends Plan Statements to each Participant
and performs other duties related to the Plan. The current Plan
Administrator is The First National Bank of Boston.
"Plan Broker": the agent who sells Eligible Stock Dividends paid
on Plan Shares on behalf of Participants.
"Plan Shares": all whole and fractional shares of Common Stock
that are subject to the terms of the Plan.
"Registered Owners": stockholders whose shares of Common Stock
are registered on the stock transfer book of the Company in their
own names.
"SEC": Securities and Exchange Commission.
"Stock Split": a distribution by the Company of shares of Common
Stock which is not paid as a regular stock dividend (i.e., is not
an Eligible Stock Dividend).
<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
Prospectus and, if given or
made, such information or SOUTHERN UNION COMPANY
representations must not be
relied upon as having been Shares of Common Stock
authorized by the Company, the Offered by Stockholders
Plan Broker or the Plan Admin- Enrolled in the Stock
istrator. Neither the delivery Dividend Sale Plan
of this Prospectus nor any sale
made hereunder shall under any
circumstance 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
or in which the person making PROSPECTUS
such offer or solicitation is
not qualified to do so or to ----------------
anyone to whom it is unlawful
to make such offer or solicita-
tion.
-----------------
TABLE OF CONTENTS
Page
----
Available Information.....
Incorporation of Certain
Documents by Reference..
The Company...............
Description of the Plan...
Dividend Report...........
Plan of Distribution......
Federal Income Tax Treat-
ment of Eligible Stock
Dividends Sold.......... August , 1996
Validity of Securities.... --
Experts...................
Glossary..................
- ------------------------------- -------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee........ $ 2,134
Plan Administrator Fees and Expenses................. 10,000*
Printing and Engraving Fees.......................... 5,000*
Legal Fees and Expenses.............................. 10,000
Miscellaneous........................................ 2,366*
-------
Total............................................. $30,000*
=======
- ----------------------
* Indicates estimate.
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 con-
nection 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 perfor-
mance 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 Per-
son 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 Declara-
tion 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 Indemnified
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 Indemni-
fied Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by rea-
son 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 permitted 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 undertaking 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 autho-
rized 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.
Exhibits set forth below are provided as part of this electronic
transmission.
(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
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
the Registrant 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 Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, State of Texas, on August 21,
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
Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on August 21,
1996.
Signature/Name Title
-------------- -----
GEORGE L. LINDEMANN* Chairman of the Board, Chief
Executive Officer and Director
JOHN E. BRENNAN* Director
FRANK W. DENIUS* Director
AARON I. FLEISCHMAN* Director
KURT A. GITTER, M.D.* Director
PETER H. KELLEY* Director
ADAM M. LINDEMANN* Director
ROGER J. PEARSON* Director
GEORGE ROUNTREE, III* Director
DAN K. WASSONG* Director
RONALD J. ENDRES Executive Vice President and Chief
- ---------------- Financial Officer
Ronald J. Endres
DAVID J. KVAPIL Vice President and Controller
- --------------- (Principal Accounting Officer)
David J. Kvapil
*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, D.C. 20036
(202) 9393-7900
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. 333-02965) (together
with amendments thereto, the "Registration Statement") relating
to the sale by the Company's Stock Dividend Sale Plan (the
"Plan") from time to time of up to 300,000 shares of the Com-
pany's common stock, par value one dollar ($1.00) per share (the
"Common Stock"). The Common Stock to be sold by the Plan will
consist of shares of Common Stock distributed by the Company as
regular stock dividends on then-issued and outstanding shares of
Common Stock beneficially owned by shareholders who are partici-
pants in the Plan, all on terms as described in the Registration
Statement. Such sales may be made in open market transactions on
the New York Stock Exchange, the over-the-counter market or
through privately negotiated transactions.
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
April 18, 1996, regarding adoption and implementation of the
Plan; certificates of public officials; representations of the
Company's officers; and such other documents, corporate records,
and matters of law that we considered necessary to render this
opinion. In our examinations, we have assumed the legal capacity
of natural persons, the genuineness of all documents submitted to
us as originals, and the conformity to original and certified
documents of all copies submitted to us as conformed copies.
Based upon and subject to the foregoing, we are of the opinion
that the shares of Common Stock to be sold by the Plan pursuant
to the Registration Statement will, when and if first issued and
distributed pursuant to a regular stock dividend duly authorized
and declared by the Company's Board of Directors, be validly
issued, fully paid, and non-assessable, with no personal
liability attaching 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 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>
EXHIBIT 23-A
CONSENT OF INDEPENDENT AUDITORS
<PAGE>
CONSENT OF INDEPENDENT AUDITORS Exhibit 23-A
We consent to the incorporation by reference in this Amendment
No. 1 to registration statement on Form S-3 (File No. 333-02965)
of our report, which includes an explanatory paragraph con-
cerning 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 20, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signa-
ture 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 Stock Dividend Sale Plan of
Southern Union Company.
Dated: April 18, 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.
