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As filed with the Securities and Exchange Commission on April 29,
1996 File No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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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)
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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. Sales will be completed monthly.
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If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following:
---
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: X
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to be Being Price Offering Registration
Registered Registered Per Unit* Price* Fee
Common Stock, $1 Par
Value 300,000 shs $20.625 $6,187,500 $2,133.62
* 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 April 22, 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
thereafter 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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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 April 29, 1996
PROSPECTUS
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SOUTHERN UNION COMPANY
Shares of Common Stock
Offered by Stockholders Enrolled in the
Stock Dividend Sale Plan
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The shares of common stock, $1.00 par value (the "Common Stock"),
of Southern Union Company (the "Company") being offered hereby
are shares of Common Stock received as stock dividends by
existing holders of Common Stock of the Company who have elected
to enroll in, and sell Common Stock received as stock dividends
through, the Company's Stock Dividend Sale Plan (the "Plan").
Under the Plan, all shares of Common Stock distributed as regular
stock dividends during a Plan Year by the Company to shareholders
and Participating Brokers (as defined below) participating in the
Plan, to the extent so participating, will be offered for sale by
the Plan Broker through the facilities of the New York Stock
Exchange and/or the over-the-counter market.
The Plan Broker is currently .
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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.
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The date of this Prospectus is , 1996.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "SEC") a registration statement, of which this Prospectus
constitutes a part, (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 Prospec-
tus 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
relating thereto for further information with respect to the
Company and the Common Stock. Statements contained herein con-
cerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the SEC or incor-
porated 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 Southern Union 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 New York Stock Exchange
("NYSE"), on which Southern Union Common Stock is listed, at 20
Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Southern Union (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 (the "First Quarter Form 10-Q") and
December 31, 1995 (the "Second Quarter Form 10-Q").
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 of the
Offered Securities pursuant hereto shall be deemed to be incor-
porated 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
Dennis K. Morgan, Vice President - Legal and Secretary, 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 ("Southern Union Gas") and Missouri Gas Energy.
Southern Union Gas serves approximately 498,000 residential, com-
mercial, industrial, agricultural and other customers in Texas
(including the cities of Austin, Brownsville, El Paso, Galveston
and Port Arthur) and Oklahoma. Missouri Gas Energy, acquired on
January 31, 1994, serves approximately 478,000 customers in
central and western Missouri (including the cities of Kansas
City, St. Joseph, Joplin and Monett).
Subsidiaries of the Company have been established to support and
expand natural gas sales and to capitalize on the Company's gas
energy expertise. These subsidiaries market natural gas to end-
users, sell natural gas as a vehicular fuel, convert vehicles to
operate on natural gas, operate intrastate and interstate natural
gas pipeline systems, and sell commercial gas air conditioning
and other gas-fired engine-driven applications. By providing
"one-stop shopping," the Company can serve its various customers'
particular energy needs, which encompass substantially all of the
natural gas distribution and sales businesses from natural gas
sales to specialized energy consulting services. Certain sub-
sidiaries also hold investments in real estate and other assets,
which are primarily used in the Company's utility business.
The Company is a sales and market-driven energy company whose
management is committed to achieving profitable growth of its
natural gas energy businesses in an increasingly competitive
business environment. Management's strategies for achieving
these objectives principally consist of (i) promoting new sales
opportunities and markets for natural gas, (ii) enhancing finan-
cial and operating performance, and (iii) expanding the Company
through the development of existing systems and the selective
acquisition of new systems. Management develops and continually
evaluates these strategies, and the Company's implementation of
them, by applying its experience and expertise in analyzing tech-
nological advances, market opportunities, general business trends
and developments in the energy industry. Each of these strate-
gies, as implemented throughout the business of the Company and
its subsidiaries, reflects the Company's commitment to its core
natural gas utility business. Central to all of the Company's
businesses and strategies is the sale and transportation of
natural gas.
Consistent with this strategy, the Company has actively pursued
selected acquisitions in the natural gas distribution, transpor-
tation and sales industries where management believes there are
opportunities to promote new sales of and markets for natural gas
and/or synergies that permit enhanced financial and operating
performance. Since 1990, the Company has acquired seven gas dis-
tribution systems in Texas and one in Missouri. Collectively,
these systems have added nearly 587,000 of the Company's present
customers, representing approximately $289,293,000 of annual
sales revenue to the Company. See "Acquisitions and Divesti-
tures" in the Notes to the Company's Consolidated Financial
Statements included in the 1995 Form 10-K and incorporated herein
by reference. The Company's most recent material acquisition was
consummated on January 31, 1994, when it acquired Missouri Gas
Energy.
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 COMPANY'S STOCK DIVIDEND SALE PLAN
Since 1990, the Company has followed the policy of reinvesting
earnings in the Company's business. No cash dividends were paid
in 1991, 1992, 1993, 1994 or 1995. The Company's Board of Direc-
tors currently intends to continue this policy of retaining
earnings for the operation and expansion of the Company's busi-
ness. On February 11, 1994, the Board of Directors of the Com-
pany approved the payment of regular stock dividends on the
Common Stock of approximately five percent (5%) annually. Such
stock dividends were distributed on June 30, 1994, and on
November 27, 1995, to shareholders of record on May 25, 1994, and
November 7, 1995, respectively. Except for certain stock splits
that were distributed by the Company as stock dividends on the
Common Stock, as described in the section of this Prospectus
entitled "Dividend Record," no other dividends have been paid
during the last three years. The Company currently anticipates
that, subject to review from time to time in light of then-
current circumstances, it will continue this practice of
declaring and paying stock dividends on its Common Stock.
After being furnished with a copy of this Prospectus, any share-
holder who wishes to become a participant (a "Participant") in
the Plan may do so by completing and signing an Enrollment Form
and submitting share certificates representing the number of
shares that such shareholder wants to make subject to the Plan's
stock dividend sale provisions. Enrollment Forms will be dis-
tributed periodically to shareholders and are also available on
request from The First National Bank of Boston, the administrator
of the Plan (the "Plan Administrator"). When completing an
Enrollment Form, a shareholder should sign exactly as his or her
name appears on the stock certificate(s) representing his or her
share(s) of Common Stock. Completed Enrollment Forms and share
certificates representing shares to become subject to the Plan
should be mailed or otherwise delivered to the Plan Administra-
tor. If share certificates are mailed, a shareholder should use
insured registered mail or a nationally known overnight delivery
service. The current Plan Administrator is The First National
Bank of Boston.
A beneficial owner of shares of Common Stock held in the name of
a broker or other nominee may participate in the Plan through
such broker or nominee only if such broker or nominee partici-
pates in the Plan (a "Participating Broker"). Beneficial owners
wishing to participate through a Participating Broker should make
arrangements with such Participating Broker. If this option is
unavailable, a beneficial owner may participate in the Plan by
obtaining certificated shares from his or her broker or nominee
and depositing such shares with the Plan Administrator at the
time he or she submits an Enrollment Form.
The Plan Administrator will process Enrollment Forms as soon as
practicable upon receipt. An enrolling shareholder will be
deemed to be a Plan Participant only after the Plan Administrator
has processed and accepted such shareholder's Enrollment Form.
Once a shareholder is a Participant, he or she may submit
additional certificated shares to the Plan Administrator for
participation in the Plan without completing additional Enroll-
ment Forms as long as subsequently submitted share certificates
bear the shareholders name as it appears on the originally
completed and signed Enrollment Form.
A Participant may terminate participation in the Plan by either
returning a signed completed Plan Termination Form to the Plan
Administrator, copies of which will be included in Plan State-
ments mailed to Participants and are otherwise available on
request from the Plan Administrator, or by providing signed
written termination instructions to the Plan Administrator. The
Plan Administrator, as soon as practicable, will process termina-
tion requests and will deliver to the terminating shareholder a
share certificate representing the whole number of shares, and a
check for any fractional shares, held by the Plan for such share-
holder. Beneficial owners participating in the Plan through a
Participating Broker must proceed through such Participating
Broker to terminate participation in the Plan.
To initiate or terminate participation in the Plan with respect
to the payment of a particular stock dividend by the Company, an
Enrollment Form or a Plan Termination Form, as appropriate, must
be received from a shareholder of the Company who is eligible to
receive such stock dividend and be accepted by the Plan Adminis-
trator not less than days prior to the payment date for such
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dividend, that is designated by the Company's Board of Directors.
Forms and other correspondence relating to plan participation
received after such date shall be processed as soon as prac-
ticable and shall be effective with respect to the next dividend
payment date.
The only Common Stock that will be sold under the Plan on behalf
of Plan Participants and Participating Brokers is Common Stock
received by the Plan from the Company in the form of regular
stock dividends on shares of Common Stock held by the Plan for
Participants and Participating Brokers. Shares received as a
result of any stock split, even if distributed as a stock divi-
dend by the Company, will not be sold for Participants or Par-
ticipating Brokers, but will be held by the Plan on behalf of
Plan Participants and Participating Brokers.
Plan Statements setting forth the number of shares of dividended
Common Stock received and sold by the Plan, the number of shares
of Common Stock held by the Plan and changes to the number of
shares of Common Stock held in the Plan will be provided to Par-
ticipants and Participating Brokers (i) when distributions of
moneys from the sale of Common Stock dividends are distributed to
Participants and Participating Brokers, (ii) within a reasonable
period after the occurrence of a stock split, whether or not made
in the form of a stock dividend that is not subject to the Common
Stock sale provisions of the Plan, and (iii) to an individual
Participating Broker or Participant, within a reasonable time
after such Participating Broker or Participant has increased or
decreased the number of shares subject to the Plan. If a stock
dividend is not declared and paid during a calendar year in which
the Plan is in effect, a Plan Statement will be distributed on or
before December 31 of such calendar year.
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 in part, or with respect
to Participants or Participating Brokers in one or more jurisdic-
tions. Notice of such amendment, suspension, or termination will
be sent to all Participants and Participating Brokers.
The Company and the Administrator reserve the right to terminate
the participation of any Participant or Participating Broker
after advance written notice to such Participant or Participating
Broker at the most recent address appearing on the Administra-
tor's records. Participants and Participating Brokers are
responsible for informing the Administrator of any changes in
their mailing address.
After a Participant's or a Participating Broker's participation
in the Plan has been terminated, the Administrator shall provide
a certificate for the number of whole shares held in the Plan for
such Participant or Participating Broker and a check representing
the cash value of any fractional share held in the Plan for such
Participant or Participating Broker. The cash value of a frac-
tional share held in the Plan that is paid to a Participant or a
Participating Broker in the event of any termination of partici-
pation shall be calculated by multiplying the average of the high
and low prices for Common Stock on the New York Stock Exchange on
the date such fractional share is to be paid by the fraction of a
whole share represented by such fractional share. If the day on
which such fractional share is to be paid is not a day on which
the Common Stock is traded, the value of such fractional share
shall be determined from the high and low prices for Common Stock
on the immediately preceding day on which the Common Stock is
traded.
DESCRIPTION OF SECURITIES
The authorized capital stock of Southern Union consists of
1,500,000 shares of Preferred Stock, without par value, and
50,000,000 shares of Common Stock, $1.00 par value, of which no
shares of Preferred Stock and 16,269,778 shares of Common Stock
were issued and outstanding at March 31, 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 of Southern Union, the holders of such shares will
possess all voting power. The Restated Certificate of Incorpora-
tion (the "Certificate") provides for cumulative voting for the
election of directors. Subject to any preferential rights of any
outstanding series of preferred stock of Southern Union desig-
nated by the board of directors of Southern Union from time to
time, the holders of Common Stock will be entitled to such divi-
dends as may be declared from time to tome by the board of direc-
tors of Southern Union from available 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
Continental Stock Transfer and Trust Company (the "Transfer
Agent").
DESCRIPTION OF PREFERRED STOCK
The Preferred Stock may be divided into and issued in series and
with such designations, relative rights, qualifications and
restrictions as are established by the Board of Directors of the
Company. All shares of Preferred Stock previously issued by the
Company have been retired and Southern Union does not presently
contemplate the further issuance of any such 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 the Common Stock.
DIVIDEND RECORD
As noted above, the Company has followed the policy of rein-
vesting earnings in the business and has not paid any cash divi-
dends in 1991, 1992, 1993, 1994 or 1995. The 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%) stock dividend, which stock dividends were distributed on
June 30, 1994, and November 27, 1995, respectively. As explained
in the section of this Prospectus entitled "Description of the
Company's Stock Dividend Sale Plan," regular stock dividends such
as those described would be subject to the Plan's stock dividend
sale provisions. In addition, on February 11, 1994, the Com-
pany'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 distributed as a 33-1/3% stock dividend on
March 11, 1996, to shareholders of record as of February 23,
1996. Again, as discussed in the section of this Prospectus
entitled "Description of the Company's Stock Dividend Sale Plan,"
Common Stock distributed as the result of a stock split, even if
in the form of a stock dividend, will not be saleable under the
Plan, but will instead be held by the Plan on behalf of Partici-
pants and Participating Brokers. No other dividends have been
paid in the past three years.
Future dividend policy will be determined by the Board of Direc-
tors based upon conditions then existing, including the Company's
earnings and financial condition, capital requirements and other
relevant factors.
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 33-1/3% 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
1994
First Quarter.......................... $10.09 $ 8.48
Second Quarter......................... 14.38 9.02
Third Quarter.......................... 16.70 11.79
Fourth Quarter......................... 13.57 11.61
1995
First Quarter.......................... 13.13 11.88
Second Quarter......................... 13.04 11.70
Third Quarter.......................... 12.77 11.07
Fourth Quarter......................... 13.75 11.70
1996
First Quarter.......................... 13.93 12.32
Second Quarter......................... 19.88 12.68
Third Quarter.......................... 22.38 16.78
Fourth Quarter (through )..
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On , the last reported sales price of Southern Union
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Company Common Stock on the New York Stock Exchange Composite
Tape was $ per share. Prices for Common Stock shown in
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the foregoing table and set forth in the immediately preceding
sentence shall not be interpreted as a prediction of prices for
Common Stock.
As discussed above, it is the Company's current policy to pay
regular stock dividends of approximately five percent (5%)
annually. The most recent regular stock dividend was a five
percent (5%) stock dividend distributed on November 27, 1995.
The payment of stock dividends in the future, and the amount and
timing thereof, will depend upon the Company's earnings and such
other factors as the Company's Board of Directors deems relevant,
consistent with the Company's current policy of reinvesting sub-
stantially all of the Company's earnings into the growth of the
Company.
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.
PLAN OF DISTRIBUTION
Pursuant to the Plan, eligible holders of the Company's Common
Stock are being offered the opportunity to enroll in the Plan by
completing and returning an Enrollment Form, and share certifi-
cates evidencing those shares of Common Stock that a holder
wishes to make subject to the Plan's provisions, to the Plan
Administrator. All shares of Common Stock issued pursuant to a
stock dividend on shares held by the Plan for Participants and
Participating Brokers will be sold by the Plan Broker commencing
no earlier than five trading days prior to the payment date for
such stock dividend. The Plan Broker will receive a commission
of $ per share sold but will not be entitled to any other
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commission or any mark-up, mark-down, spread or other compensa-
tion.
The Plan Broker will offer to sell the number of shares of Common
Stock dividended on Common Stock held by the Plan as of the divi-
dend 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 New York Stock Exchange or the over-the-counter
market) or through privately negotiated transactions, including
sales to the Company's Direct Stock Purchase Plan. Shares sold
through the New York Stock Exchange 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 Stock Purchase Plan,
will be sold at the prices negotiated therefor at the discretion
of the Plan Broker. Shares sold to the Company's Direct 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
New York Stock Exchange 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 New York Stock Exchange, the average
of the high and low price quotations for the Common Stock on the
New York Stock Exchange on the last day that the Common Stock is
traded immediately prior to the day on which such sale is consum-
mated. Monies from the sale by the Plan of Common Stock dis-
tributed pursuant to a particular stock dividend shall be
distributed pro rata to Participants and Participating Brokers
based upon the number of shares held by such Particpants and Par-
ticipating Brokers as of the record date for such stock dividend.
Monies from the sale of Common Stock distributed pursuant to a
stock dividend will not be distributed until all dividended
shares of Common Stock to be sold by the Plan are so sold.
FEDERAL INCOME TAX TREATMENT OF STOCK DIVIDENDS SOLD
Under current federal income tax laws, shareholders participating
in the Plan will be treated as having received a stock dividend.
Accordingly, such Participants will be required to allocate the
tax basis of their previously acquired Common Stock propor-
tionately between the previously acquired Common Stock and the
shares distributed as a stock dividend. Upon the sale of the
dividend shares, if the net sales price for the dividend shares
exceeds or is less than the allocated tax basis of such shares,
the selling shareholder will recognize a gain or loss for tax
purposes.
VALIDITY OF SECURITIES
The validity of the securities offered hereby will be passed upon
for Southern Union 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 Southern Union. 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 Prospec-
tus 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.
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NO DEALER, SALESPERSON, OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN
THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS
IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITA-
TION OF AN OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION
WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE
FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COM-
PANY SINCE THE DATE HEREOF.
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<PAGE>
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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 Southern Union Company
Prospectus and, if given or
made, such information or Shares of Common Stock
representations must not be Offered by Stockholders
relied upon as having been Enrolled in the
authorized by Southern Union Stock Dividend Sale Plan
Company or the Underwriters.
Neither the delivery of this
Prospectus nor any sale made
hereunder and thereunder
shall under any circumstance
create an implication that
there has been no change in
the affairs of Southern
Union Company since 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 such
offer or solicitation is not
qualified to do so or to
anyone to whom it is unlaw-
ful to make such offer or
solicitation.
----------
TABLE OF CONTENTS
Page
----
Available Information... ------------
Incorporation of Cer-
tain Documents by PROSPECTUS
Reference.............
Southern Union Company.. ------------
Description of the Com-
pany's Stock Dividend
Sale Plan.............
Amendment or Termina-
tion of the Plan......
Description of Common
Stock.................
Dividend Record.........
Price Range of Common
Stock and Dividends... , 1996
Plan of Distribution.... ------------
Federal Income Tax
Treatment of Stock
Dividends Sold........
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 $ 2,134
Rating Agency Fees *
Blue Sky Fees and Expenses *
Trustee's Expenses *
Printing and Engraving Fees *
Accounting Fees and Expenses *
Legal Fees and Expenses 10,000
Miscellaneous *
--------
Total *
========
- ---------------------
* All fees and expenses other than SEC Registration Fee are
estimated or are to be completed by amendment.
Item 15. Indemnification of Directors and Officers.
Article Fourteenth of the Restated Certificate of Incorporation
of Southern Union 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
adjudged 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 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, Southern Union 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 Southern
Union 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
authorized by such Declaration.
The directors and officers of Southern Union 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 Southern Union or the
Southern Union Trusts.
Any agents, dealers or underwriters who execute any of the agree-
ments filed as Exhibit 1 to this registration statement will
agree to indemnify Southern Union's directors and their officers
and the Southern Union Trustees who signed the registration
statement against certain liabilities that may arise under the
Securities Act with respect to information furnished to Southern
Union or any of the Southern Union Trusts by or on behalf of any
such indemnifying party.
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) - Powers of Attorney
Item 17. Undertaking.
The Registrant hereby undertakes that, for purposes of deter-
mining any liability under the Securities Act, each filing of
Southern Union'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
Registration 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 pro-
visions (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 indemni-
fication is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemni-
fication 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 controlling pre-
cedent, submit to a court of appropriate jurisdiction the ques-
tion 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 securi-
ties 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 April 29, 1996.
SOUTHERN UNION COMPANY
By RONALD J. ENDRES
--------------------
Ronald J. Endres
Senior Vice President --
Finance and Administration
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 April 29, 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
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 Senior Vice President --
- ----------------
Ronald J. Endres Finance and Administration
and 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
EXHIBIT INDEX
Exhibit Filed
No. Description Herein
- ------- ----------------------------------------- ------
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 Powers of Attorney
<PAGE>
April 29, 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 regis-
tration statement on Form S-3 (Registration No. 33-___________)
(together with amendments thereto the "Registration Statement")
relating to the purchase 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 Common Stock to be
purchased pursuant to the Registration Statement will be pur-
chased by the Company's Direct Stock Purchase Plan (the "Plan")
on behalf of shareholders of the Company that are participants in
the Plan, all on terms as described in the Registration State-
ment. Such purchases may include purchases of shares of Common
Stock that are presently issued and outstanding, shares of Common
Stock that are presently issued but held by the Company as
treasury shares, or newly issued shares of 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
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 purchased by the Plan pursuant to
the Registration Statement have been duly authorized (provided
that any newly issued shares purchased from time to time, if
ever, will have been duly authorized by the Company's Board of
Directors prior to their actual issuance), and that, accordingly,
such shares are (or will have been) validly issued, fully paid,
and non-assessable, such that no personal liability is (or will
be) attached to the ownership thereof under the laws of the State
of Delaware, when such shares are purchased in accordance with
the terms of the Plan, as such terms are described in the Regis-
tration Statement.
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 ACCOUNTANTS
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23-A
We consent to the incorporation by reference in this registration
statement on Form S-3 of our report, which includes an explana-
tory 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
April 25, 1996
