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As filed with the Securities and Exchange Commission on
November 19, 1997
Registration No. 33-61558
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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SOUTHERN UNION COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-0571592
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
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504 Lavaca Street, Eighth Floor
Austin, Texas 78701
(Address of Principal Executive Offices)
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SOUTHERN UNION 1992 LONG-TERM STOCK INCENTIVE PLAN
(Full Title of the Plan)
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Dennis K. Morgan, Esq. With a copy to:
Vice President - Legal Stephen A. Bouchard, Esq.
and Secretary FLEISCHMAN AND WALSH, L.L.P.
SOUTHERN UNION COMPANY 1400 Sixteenth Street, N. W.,
504 Lavaca Street, Suite 800 Suite 600
Austin, Texas 78701 Washington, D. C. 20036
(512) 477-5852 (203) 939-7911
(Name, Address and Telephone
Number, Including Area Code
of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Offering Maximum
Amount to be Price Per Aggregate Amount of
Title of Securities Registered Share Offering Registra-
to be Registered (1)(3) (2)(3) Price (1) tion Fee
- - -----------------------------------------------------------------
Common Stock $1.00
Par Value 900,000 shares $23.875 $21,487,500 $6,511.36
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement covers, in addition to
the number of shares of Common Stock stated above, an
indeterminate number of shares which by reason of certain
events specified in the Plan may become subject to the Plan.
See note (3).
(2) Calculated pursuant to Rule 457(c) based on the average of
the high and low prices for the Common Stock on the New York
Stock Exchange on November 12, 1997. See note (3).
(3) Prior to adjustment for the 5% stock dividend to be dis-
tributed on December 10, 1997, to holders of record on
November 21, 1997 (ex-dividend date is November 19, 1997)
that was declared on November 11, 1997.
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EXPLANATORY NOTE
This Amendment to this Registration Statement relates to the
amendment to the Southern Union 1992 Long-Term Stock Incentive
Plan to increase by 900,000 the number of shares of common stock
authorized to be issued thereunder. The contents of the Regis-
trant's Registration Statement on Form S-8, Registration No.
33-61558, filed with the Securities and Exchange Commission on
April 23, 1993, are hereby incorporated herein by reference
thereto.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
- - ------- -----------------------------------------------
The following documents previously or concurrently filed by
Southern Union Company (the Company) with the Commission are
hereby incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997 filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the Exchange
Act);
(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997;
(c) all other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Annual Report referred to above;
(d) the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders held on November 11, 1997; and
(e) the description of the common stock, par value $1.00 per
share, of the Registrant (the Common Stock) contained in the
Registrant's Registration Statement on Form S-3 (File No.
333-10585) filed with the Commission on August 22, 1996 and
all amendments or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant with the Com-
mission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference into this Registration State-
ment and to be a part thereof from the date of the filing of such
documents. Any statement contained in the documents incorpo-
rated, or deemed to be incorporated, by reference herein or
therein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such state-
ment. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
The Company shall furnish without charge to each person to whom
the Prospectus is delivered, on the written or oral request of
such person, a copy of any or all of the documents incorporated
by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference to the infor-
mation that is incorporated). Requests should be directed to
George E. Yankowski, Treasurer and Investor Relations Officer,
Southern Union Company, 504 Lavaca Street, Suite 800, Austin,
Texas 78701, telephone number (512) 477-5852.
All information appearing in this Registration Statement is
qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated
herein or therein by reference.
Item 4. Description of Securities
- - ------- -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
- - ------- --------------------------------------
The validity of the shares of Common Stock being offered has been
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.
Item 6. Indemnification of Directors and Officers
- - ------- -----------------------------------------
Section 145 of the General Corporation Law of Delaware empowers a
corporation to indemnify its directors and officers, subject to
certain limitations. The Company's bylaws require the Company
to indemnify their respective directors and officers to the
fullest extent permitted by law.
Article Fourteen of the Restated Certificate of Incorporation
of the Company eliminates personal liability of directors to the
fullest extent permitted by Delaware law.
Officers and directors of the Company are covered by insurance
that (with certain exceptions and within certain limitations)
indemnifies them against losses and liabilities arising from any
alleged "wrongful act," including any alleged error, misstate-
ment, misleading statement, omission, neglect or breach of duty.
Item 7. Exemption From Registration Claimed
- - ------- -----------------------------------
Not Applicable.
Item 8. Exhibits
- - ------- --------
Exhibit No. Description Page No.
- - ----------- ------------------------------------------- --------
4(a) Southern Union Long-Term Stock Incentive
Plan (Filed as Exhibit 10(i) to Southern
Union's Report on Form 10-K for the year
ended December 31, 1992 and incorporated
herein by reference.)
5.1 Opinion of Fleischman and Walsh, L.L.P. E-1
24.1 Consent of Independent Auditor E-2
24.2 Consent of Fleischman and Walsh, L.L.P.
(included in Exhibit 5.1)
25 Power of Attorney with respect to certain
signatures (Filed as Exhibit E-3 to
Southern Union Company Report on Form
S-8 dated April 23, 1993 (Registration
No. 33-61558) and incorporated herein
by reference.)
Item 9. Undertakings
- - ------- ------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Regis-
tration 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 Registra-
tion Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration State-
ment;
(iii) To include any material information with respect
to the plan of distribution not previously dis-
closed in this Registration Statement or any
material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is
on Form S-3 or Form S-8 and 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
the 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining 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 Exchange Act (and
each filing of the Annual Report of the Plan 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the fore-
going provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemni-
fication is against public policy as expressed in the
Securities 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 con-
trolling 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 its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that is has reasonable grounds to believe
that it meets the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed by the
undersigned, thereunto duly authorized in the City of Austin,
State of Texas on November 19, 1997.
SOUTHERN UNION COMPANY
By PETER H. KELLEY
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Peter H. Kelley
President and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
on behalf of Southern Union and in the capacities indicated on
November 19, 1997.
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
- - -----------------------
Peter H. Kelley
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 PETER H. KELLEY
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Peter H. Kelley
Attorney-in-fact
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FLEISCHMAN AND WALSH, L.L.P. EXHIBIT 5.1
1400 Sixteenth Street, NW
Sixth Floor
Washington, DC 20036
(202) 939-7900
November 19, 1997
Southern Union Company
504 Lavaca Street, Suite 800
Austin, Texas 78701
Gentlemen:
As counsel to Southern Union Company, a Delaware corporation (the
"Company"), we have reviewed an amendment to Registration State-
ment on Form S-8/A (the "Amended Registration Statement") to be
filed under the Securities Act of 1933, as amended, to register
an additional 900,000 shares of the Company's common stock, par
value $1.00 per share ("Shares"), to be issued by the Company
pursuant to its 1992 Long-Term Stock Incentive Plan (the "Plan").
We have examined the originals or copies of such corporate
records, documents, certificates and other instruments as we, in
our judgment, considered necessary or appropriate to enable us to
render the opinion below.
Based on the foregoing, it is our opinion that, the Shares, when
issued and delivered as contemplated by the Amended Registration
Statement, will be validly issued, fully paid and non-assessable,
and will not be subject to preemptive or other rights to subscribe
for or purchase common stock of the Company.
We hereby consent to the filing of this opinion as an Exhibit to
the Amended Registration Statement.
Very truly yours,
FLEISCHMAN AND WALSH, L.L.P.
STEPHEN A. BOUCHARD
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By: Stephen A. Bouchard
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CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 24-1
We consent to the incorporation by reference in this registration
statement on Post-Effective Amendment No. 1 to Form S-8 (File
No. 33-61558) of our report dated August 13, 1997, on our audits
of the financial statements of Southern Union Company and Sub-
sidiaries.
COOPERS & LYBRAND L.L.P.
Austin, Texas
November 19, 1997
