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As filed with the Securities and Exchange Commission on
December 18, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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 or Organization) 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 COMPANY EMPLOYEE STOCK BONUS PROGRAM
(Full Title of the Plan)
----------------------
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 (202) 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 Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
to be Price Per Offering Registra-
Title of Securities Registered Share Price tion Fee
to be Registered (1) (2) (2)
- -----------------------------------------------------------------
Common Stock, par
value $1.00 per
share 200,000 $23.6875 $4,737,500 $1,435.61
shares
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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 set forth above, an indeterminate num-
ber of shares which by reason of certain events specified in
the Program, may become subject to the Program.
(2) Estimated in accordance with Rule 457(c), solely for the
purpose of calculating the registration fee and based upon
the average of the high and low sales prices for shares of
the Registrant's Common Stock on the New York Stock Exchange
on December 17, 1997 of $23.6875 per share.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the Southern
Union Company Employee Stock Bonus Program (the "Program") as
specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").
Such document(s) (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of
Part II hereof) constitute a prospectus that meets the require-
ments of Section 10(a) of the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN 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
Commission 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.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
Not Applicable.
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.
- ------ --------
Reference to
Regulation Prior Filing or
S-K Exhibit Exhibit Number
Number Document Attached Hereto
- ----------- ---------------------------------- ----------------
4 Southern Union Company Employee Attached as
Stock Bonus Program Exhibit 4
23 Consent of Independent Accountants Attached as
Exhibit 23
24 Power of Attorney Attached as
Exhibit 24
Item 9. Undertakings.
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(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 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 state-
ment.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new regis-
tration 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 regis-
tered 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 of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 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 of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the foregoing provisions, 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 indemnifica-
tion 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 of expenses
incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or con-
trolling 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 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 the
Registrant 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 December 18,
1997.
SOUTHERN UNION COMPANY
By RONALD J. ENDRES
----------------------
Ronald J. Endres
Executive Vice President and
Chief Financial Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
on behalf of the Registrant and in the capacities indicated on
December 18, 1997.
Signature/Name Title
- ------------------------------- -------------------------------
GEORGE L. LINDEMANN* Chairman of the Board,
Chief Executive Officer
and Director
(Principal Executive Officer)
JOHN E. BRENNAN* Director, Vice Chairman of the
Board
FRANK W. DENIUS* Director
AARON I. FLEISCHMAN* Director
PETER H. KELLEY Director
ADAM M. LINDEMANN* Director
ROGER J. PEARSON* Director
GEORGE ROUNTREE, III* Director
DAN K. WASSONG* Director
KURT A. GITTER, M.D.* Director
RONALD J. ENDRES Executive Vice President and
- ------------------------ Chief Financial Officer
Ronald J. Endres (Principal Financial Officer)
DAVID J. KVAPIL Vice President and Controller
- ----------------------- (Principal Accounting Officer)
David J. Kvapil
*By RONALD J. ENDRES
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Ronald J. Endres
Attorney-in-fact
<PAGE>
EXHIBIT 4
SOUTHERN UNION COMPANY
EMPLOYEE STOCK BONUS PROGRAM
Glossary
- --------
Set forth below are definitions of certain terms used herein:
"Bonus Shares": all whole and fractional shares of Common Stock
that are subject to the terms of the Program.
"Common Stock": the common stock, par value $1.00 per share, of
the Company.
"Company": Southern Union Company.
"Eligible Employee": means any employee of the Company or its
divisions and subsidiaries, unless ineligible pursuant to the
terms of any applicable collective bargaining agreement.
"NYSE": the New York Stock Exchange.
"Program": the Company's Employee Stock Bonus Program.
"Program Account": an account established by the Program Broker
that contains a Recipient's Bonus Shares.
"Program Broker": the agent who purchases Bonus Shares on behalf
of Recipients. The Program Broker is also responsible for main-
taining Program Account records, providing Program statements to
each Recipient and performing other duties related to the Pro-
gram.
"Recipient": an Eligible Employee who receives Bonus Shares
pursuant to the Program.
"SEC": the Securities and Exchange Commission.
Purpose
- -------
The Program is established as a employer-discretionary bonus
program through which the Company will fund open-market Common
Stock purchases for the benefit of certain employees whose con-
tributions and performance the Company, in its sole discretion,
wishes to recognize. The Program is also designed to help
encourage and motivate Recipients to contribute to the overall
success of the Company by having them become owners, or increase
their ownership, of Company Common Stock, without having to pay
any brokerage commission or service charge in connection with the
receipt of an award.
Eligibility and Participation
- -----------------------------
All employees of the Company, unless ineligible pursuant to the
terms of any applicable collective bargaining agreement
("Eligible Employees"), are eligible to receive an award of Bonus
Shares under the Program. Stockholders who reside in jurisdic-
tions in which it is unlawful for the Company to permit their
participation are not eligible to participate in the Program.
Being an Eligible Employee does not guarantee that an employee
will receive an award and there is no guarantee that a Recipient
will receive future awards of Bonus Shares.
The Company may award Bonus Shares, in its sole discretion, to
Eligible Employees pursuant to methods and criteria for awarding
cash bonuses generally.
Eligible Employees who receive an award of Bonus Shares will be
provided written notification of such award at the time it is
made, along with a copy of the Program Prospectus.
Enrollment
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Eligible Employees who receive an award of Bonus Shares will be
automatically enrolled in the Program by the Company. In con-
nection with such enrollment, the Company will instruct the
Program Broker to purchase on the Recipient's behalf shares of
Common Stock with funds provided by the Company and place such
shares, including any fractional shares, in a separate Program
Account.
Purchases of Bonus Shares
- -------------------------
The Program Broker will purchase Bonus Shares from the public
through the facilities of the NYSE or the over-the-counter market
at then-current market prices.
Costs and Expenses
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All commissions, administrative fees and other expenses relating
to the purchase by the Program Broker of Bonus Shares under the
Program at the direction of the Company will be paid by the
Company.
Recipients will be responsible for income tax and Federal Insur-
ance Contributions Act (Social Security) tax liabilities incurred
as a result of receiving an award of Bonus Shares under the
Program. As part of any award, however, the Company will pay, on
the Recipient's behalf, the amounts required to be withheld at
the time of the award for income tax and Federal Income Contribu-
tions Act taxes (Social Security and Medicare).
Recipients will also be responsible for all taxes (including
transfer taxes) and brokerage commissions and other fees
resulting from any sale or transfer of Bonus Shares.
Program Accounts
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As part of the enrollment process, the Program Broker will
establish for each Recipient a separate Program Account
containing each Recipient's Bonus Shares. A Recipient's Program
Account will remain open until, at the request of the Recipient,
either certificates are issued to the Recipient representing all
the Recipient's Bonus Shares (and cash for fractional shares) or
all Bonus Shares are sold.
Recipients own their Bonus Shares at all times and do not risk
forfeiting Bonus Shares for any reason.
Voting Rights
- -------------
Recipients will receive proxy materials for each meeting of the
Company's stockholders that will enable them to vote their Bonus
Shares. If a Recipient so desires, he or she may vote his or her
shares, including all Bonus Shares held in his or her Program
Account, in person at the stockholders' meeting by timely
requesting and obtaining a proxy card from the Program Broker.
Program Statements
- ------------------
Each Recipient will receive a Program Statement each quarter,
dated on or about each March 31, June 30, September 30 and
December 31. Each Program Statement will set forth, with respect
to the Recipient's Program Account during the quarter: (i) the
number of shares of Bonus Shares purchased for a Recipient's
Program Account; (ii) Bonus Shares sold at the direction of the
Recipient; (iii) the number of Bonus Shares held in the Program
Account; and (iv) changes to the number of Bonus Shares. Forms
1099-B, to the extent required, will be delivered to a Recipient
during the January following any year in which such Recipient
sold Bonus Shares under the Program.
Sale of Bonus Shares
- --------------------
Recipients may instruct the Program Broker to sell any or all of
their Bonus Shares by contacting the Program Broker.
The sale by a Recipient of any or all of his or her Bonus Shares
held in a Program Account will have no effect on such Recipient's
eligibility to receive future awards of Bonus Shares under the
Program.
Certificates for Shares
- -----------------------
Recipients may obtain certificates representing some or all whole
Bonus Shares by contacting the Program Broker. Recipients will
be responsible for any fees related to such certification.
Program Amendments, Termination and Withdrawals
- -----------------------------------------------
In its sole discretion, the Company may amend, suspend or termi-
nate the Program at any time, in whole or part, or with respect
to Recipients in one or more jurisdictions, or to eliminate
practices which are not consistent with the purpose of the
Program. Notice of such amendment, suspension, or termination
will be sent to all affected Recipients and will be effective as
of the date set forth in such notice. If the Program is
terminated by the Company, Recipients may choose to maintain
their Program Accounts with the Program Broker, in which case
Recipients will be responsible for all fees and other charges of
the Program Broker (including any administrative fees) subsequent
to such termination.
The Company and the Program Broker reserve the right to terminate
the participation of any Recipient after advance written notice
to such Recipient at the most recent address appearing on the
Program Broker's records. Recipients are responsible for
notifying the Program Broker of any changes in their mailing
address.
Recipients may withdraw all Bonus Shares from their Program
Accounts at any time by instructing the Program Broker to issue a
certificate for all whole shares to the Recipient and to sell all
fractional shares in the open market on behalf of the Recipient
and deliver the proceeds (less applicable fees and commissions)
to the Recipient. Recipients also may withdraw part of their
Bonus Shares from the Program by providing appropriate instruc-
tions to the Program Broker. Recipients are responsible for all
fees and costs associated with both full and partial withdrawals.
Stock Dividends and Stock Splits
- --------------------------------
An Enrollment Form directs the Program Broker to credit any stock
dividends (including, stock splits, whether or not paid in the
form of stock dividends) to the Recipient's Program Account, but
only with respect to the Bonus Shares held in the Program
Account. Any shares of Common Stock paid on Bonus Shares pursu-
ant to a stock dividend or stock split, including fractional
shares, automatically will become additional Bonus Shares. Any
stock splits and stock dividends paid on shares owned by a
Recipient outside of a Program Account will not become additional
Bonus Shares, but rather, will be distributed to the Recipient in
the usual manner.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated August 13, 1997, on our
audits of the financial statements of Southern Union Company and
Subsidiaries as of June 303, 1997 and 1996, and for the years
ended June 30, 1997, 1996 and 1995.
COOPERS & LYBRAND L.L.P.
Austin, Texas
December 18, 1997
EXHIBIT 24
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 Registration
Statement on Form S-8 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 Employee Stock Bonus Program of Southern
Union Company.
Dated: December 18, 1997
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 W. ROUNTREE, III
- ------------------- -----------------------
Aaron I. Fleischman George W. 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
