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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- - ---
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- - ---
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-6407
SOUTHERN UNION COMPANY
(Exact name of registrant as specified in its charter)
Delaware 75-0571592
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
504 Lavaca Street, Eighth Floor 78701
Austin, Texas (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(512) 477-5852
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
----------------------- ------------------------------
Common Stock, par value $1 New York Stock Exchange
per share
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursu-
ant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
---
The aggregate market value of the voting stock held by non-
affiliates of the registrant on September 14, 1998, was
$323,399,975. The number of shares of the registrant's Common
Stock outstanding on September 14, 1998 was 28,210,385.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement for its annual
meeting of stockholders to be held on November 12, 1998, are
incorporated by reference into Part III.
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PART I
ITEM 1. Business.
Introduction
Southern Union Company (Southern Union and together with its sub-
sidiaries, the Company) was incorporated under the laws of the
State of Delaware in 1932. Southern Union is one of the top 15
gas utilities in the United States, as measured by number of cus-
tomers. The Company's principal line of business is the distri-
bution of natural gas as a public utility through Southern Union
Gas, Missouri Gas Energy (MGE) and Atlantic Utilities, doing
business as South Florida Natural Gas (SFNG), each of which is a
division of Southern Union. Southern Union Gas, headquartered in
Austin, Texas, serves 511,000 residential, commercial, indus-
trial, agricultural and other customers in Texas (including the
cities of Austin, Brownsville, El Paso, Galveston, Harlingen,
McAllen and Port Arthur). MGE, headquartered in Kansas City,
Missouri, serves 482,000 customers in central and western
Missouri (including the cities of Kansas City, St. Joseph, Joplin
and Monett). The diverse geographic area of the Company's
natural gas distribution systems reduces the sensitivity of
Southern Union's operations to weather risk and local economic
conditions. See Acquisitions.
Subsidiaries of Southern Union 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, operate natural gas pipeline systems, distribute pro-
pane 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' specific energy
needs, which encompass substantially all of the natural gas dis
tribution and sales businesses from natural gas sales to
specialized energy consulting services. The Company distributes
propane to 8,500 and 800 customers in Texas and Florida, respec-
tively. Additionally, certain subsidiaries own or hold interests
in real estate and other assets, which are primarily used in the
Company's utility business. Central to all of the Company's
present businesses and strategies is the sale and transportation
of natural gas. See Company Operations and Investments.
The Company is a sales and market-driven energy company whose
management is committed to achieving profitable growth of its
utility businesses in an increasingly competitive business
environment. Management's strategies for achieving these objec-
tives principally consist of: (i) promoting new sales oppor-
tunities and markets for natural gas and propane; (ii) enhancing
financial and operating performance; and (iii) expanding the Com-
pany through development of existing utility businesses and
selective acquisition of new utility businesses. Management
develops and continually evaluates these strategies and their
implementation by applying their experience and expertise in
analyzing the energy industry, technological advances, market
opportunities and general business trends. Each of these
strategies, as implemented throughout the Company's existing
businesses, reflects the Company's commitment to its core gas
utility business.
The Company has a goal of selected growth and expansion, pri-
marily in the utilities industry. To that extent, the Company
intends to consider, when appropriate, and if financially
practicable to pursue, the acquisition of other utility distribu
tion or transmission businesses. The nature and location of any
such properties, the structure of any such acquisitions, and the
method of financing any such expansion or growth will be deter
mined by management and the Southern Union Board of Directors.
See Management's Discussion and Analysis of Results of Operations
and Financial Condition (MD&A) -- Cautionary Statement Regarding
Forward-Looking Information.
Acquisitions
Effective December 31, 1997, Southern Union acquired Atlantic
Utilities Corporation and Subsidiaries (Atlantic) for 755,650
pre-split shares of common stock valued at $18,041,000 and cash
of $4,436,000. Atlantic is operated as SFNG, a natural gas
division of Southern Union, and Atlantic Gas Corporation, a
propane subsidiary of the Company. Atlantic currently serves
4,800 customers in central Florida.
On July 23, 1997, two subsidiaries of Southern Union acquired a
42% equity ownership in a natural gas distribution company and
other related operations in Piedras Negras, Mexico for
$2,700,000. The natural gas distribution company serves 17,500
customers and is across the border from the Company's Eagle Pass,
Texas service area. On September 8, 1997, the Company purchased
a 45-mile intrastate pipeline, which will augment the Company's
gas supply to the city of Eagle Pass and, subject to necessary
regulatory approvals, ultimately Piedras Negras.
Company Operations and Investments
The Company's principal line of business is the distribution of
natural gas through its Southern Union Gas, MGE and SFNG divi-
sions. Southern Union Gas provides service to a number of com-
munities and rural areas in Texas, including the municipalities
of Austin, Brownsville, El Paso, Galveston, Harlingen, McAllen
and Port Arthur. MGE provides service to various cities and com
munities in central and western Missouri including Kansas City,
St. Joseph, Joplin and Monett. SFNG provides service to various
cities and communities in central Florida including New Smyrna
Beach and Edgewater. SFNG had gas sales of 145 MMcf during the
six months ended June 30, 1998 to 4,000 customers. The Company's
gas utility operations are generally seasonal in nature, with a
significant percentage of its annual revenues and earnings
occurring in the traditional winter heating season.
Mercado Gas Services Inc. (Mercado), a wholly-owned subsidiary of
Southern Union, markets natural gas to approximately 200 commer-
cial and industrial customers. Mercado's sales and purchasing
activities are made through short-term and long-term contracts.
These contracts and business activities are not subject to direct
rate regulation. Mercado had gas sales of 18,352 MMcf and 18,485
MMcf for the year ended June 30, 1998 and 1997, respectively.
Southern Transmission Company (Southern), a wholly-owned sub-
sidiary of Southern Union, owns and operates intrastate pipelines
which connect the cities of Lockhart, Luling, Cuero, Shiner,
Yoakum, and Gonzales, Texas, as well as a line that provides gas
to an industrial customer in Port Arthur, Texas. Southern also
owns a transmission line which supplies gas to the community of
Sabine Pass, Texas. On September 8, 1997, Southern purchased a
45-mile intrastate pipeline which will augment gas supply to the
city of Eagle Pass, Texas, and ultimately into Piedras Negras,
Mexico. Southern transported 915 MMcf and 707 MMcf of gas for
the year ended June 30, 1998 and 1997, respectively.
Norteno Pipeline Company (Norteno), a wholly-owned subsidiary of
Southern Union, operates interstate pipeline systems principally
serving the Company's gas distribution properties in the El Paso,
Texas area. Norteno transported a combined 11.49 billion cubic
feet (Bcf) for the city of Juarez, Mexico and the Samalayuca
Power Plant in north Mexico in fiscal 1998. Norteno transported
11,538 MMcf and 17,070 MMcf of gas for the year ended June 30,
1998 and 1997, respectively.
SUPro Energy Company (SUPro), a wholly-owned subsidiary of
Southern Union, provides propane gas services to 8,500 customers
located principally in El Paso and Alpine, Texas. SUPro sold
5,125,000 and 2,417,000 gallons of propane in 1998 and 1997,
respectively.
Atlantic Gas Corporation, a wholly-owned subsidiary of Southern
Union, provides propane gas services to 800 customers located in
and around the communities of New Symrna Beach, Lauderhill and
Dunnellon, Florida. Atlantic Gas Corporation sold 633,000 gal-
lons of propane during the six months ended June 30, 1998.
Energy WorX, a wholly-owned subsidiary of Southern Union, pro-
vides interactive computer-based training for the natural gas
transmission and distribution industry.
Southern Union Total Energy Systems, Inc., a wholly-owned sub-
sidiary of Southern Union, markets and sells commercial gas air
conditioning, irrigation pumps and other gas-fired engine-driven
applications and related services.
Southern Union Energy International, Inc. (SUEI) and Southern
Union International Investments, Inc. (Investments), both wholly-
owned subsidiaries of Southern Union, participate in energy-
related projects internationally. Energia Estrella del Sur,
S. A. de C. V. (Estrella), a wholly-owned Mexican subsidiary of
SUEI and Investments, seek to participate in energy-related
projects in Mexico. On July 23, 1997, Estrella acquired a 42%
equity ownership in a natural gas distribution company and other
related operations which currently serves 17,500 customers in
Piedras Negras, Mexico, across the border from Southern Union
Gas' Eagle Pass, Texas service area.
ConTigo, Inc., a wholly-owned subsidiary of Southern Union formed
in January 1996, provides centralized call center services for
the majority of the Texas service areas.
During fiscal 1998, the Company made an equity investment in a
leading developer of advanced gas turbine-driven generator tech-
nology. The Company also holds investments in commercially
developed real estate in Austin, El Paso, Harlingen and Kansas
City through Southern Union's wholly-owned subsidiary, Lavaca
Realty Company (Lavaca Realty).
Competition
The Company's gas distribution divisions are not currently in
significant direct competition with any other distributors of
natural gas to residential and small commercial customers within
their service areas. However, in recent years, certain large
volume customers, primarily industrial and significant commercial
customers, have had opportunities to access alternative natural
gas supplies and, in some instances, delivery service from other
pipeline systems. The Company has offered transportation
arrangements to customers who secure their own gas supplies.
These transportation arrangements, coupled with the efforts of
Southern Union's unregulated marketing subsidiary, Mercado,
enable the Company to provide competitively priced gas service to
these large volume customers. In addition, the Company has suc
cessfully used flexible rate provisions, when needed, to retain
customers who may have access to alternative energy sources.
As energy providers, Southern Union Gas, MGE and SFNG have his-
torically competed with alternative energy sources, particularly
electricity and also propane, coal, natural gas liquids and other
refined products available in the Company's service areas. At
present rates, the cost of electricity to residential and commer-
cial customers in the Company's service areas generally is higher
than the effective cost of natural gas service. There can be no
assurance, however, that future fluctuations in gas and electric
costs will not reduce the cost advantage of natural gas service.
The cost of expansion for peak load requirements of electricity
in some of Southern Union Gas' and MGE's service areas has his-
torically provided opportunities to allow energy switching to
natural gas pursuant to integrated resource planning techniques.
Electric competition has responded by offering equipment rebates
and incentive rates.
Competition between the use of fuel oils, natural gas and pro-
pane, particularly by industrial, electric generation and agri-
cultural customers, has also increased due to the volatility of
natural gas prices and increased marketing efforts from various
energy companies. While competition between such fuels is
generally more intense outside the Company's service areas, this
competition affects the nationwide market for natural gas. Addi
tionally, the general economic conditions in its service areas
continue to affect certain customers and market areas, thus
impacting the results of the Company's operations.
Gas Supply
The low cost of natural gas service is dependent upon the Com-
pany's ability to contract for natural gas using favorable mixes
of long-term and short-term supply arrangements and favorable
transportation contracts. The Company has been directly
acquiring its gas supplies since the mid-1980s when interstate
pipeline systems opened their systems for transportation service.
The Company has the organization, personnel and equipment neces
sary to dispatch and monitor gas volumes on a daily and even
hourly basis to ensure reliable service to customers.
The Federal Energy Regulatory Commission (FERC) required the
"unbundling" of services offered by interstate pipeline companies
beginning in 1992. As a result, gas purchasing and transporta-
tion decisions and associated risks have been shifted from the
pipeline companies to the gas distributors. The increased
demands on distributors to effectively manage their gas supply in
an environment of volatile gas prices provides an advantage to
distribution companies such as Southern Union who have demon
strated a history of contracting favorable and efficient gas
supply arrangements in an open market system.
The majority of Southern Union Gas' 1998 gas requirements for
utility operations were delivered under long-term transportation
contracts through five major pipeline companies. The majority of
MGE's 1998 gas requirements were delivered under short- and long-
term transportation contracts through four major pipeline com
panies. The majority of SFNG's 1998 gas requirements were
delivered under a management supply contract through one major
pipeline company. These contracts have various expiration dates
ranging from 1999 through 2018. Southern Union Gas also pur-
chases significant volumes of gas under long- and short-term
arrangements with suppliers. The amounts of such short-term pur-
chases are contingent upon price. Southern Union Gas, MGE and
SFNG all have firm supply commitments for all areas that are sup-
plied with gas purchased under short-term arrangements. MGE also
holds contract rights to over 16 Bcf of storage capacity to
assist in meeting peak demands.
Gas sales and/or transportation contracts with interruption pro-
visions, whereby large volume users purchase gas with the under-
standing that they may be forced to shut down or switch to
alternate sources of energy at times when the gas is needed for
higher priority customers, have been utilized for load management
by Southern Union and the gas industry as a whole for many years.
In addition, during times of special supply problems, curtail
ments of deliveries to customers with firm contracts may be made
in accordance with guidelines established by appropriate federal
and state regulatory agencies. There have been no supply-related
curtailments of deliveries to Southern Union Gas, MGE or SFNG
utility sales customers during the last ten years.
During fiscal 1997, the Company was impacted by significant
increases in natural gas prices. The following table shows, for
each of the Company's principal utility service areas, the per-
centage of gas utility revenues and sales volume for the years
ended June 30, 1998 and 1997 and the average cost per thousand
cubic feet (Mcf) of gas in 1998 and 1997.
Percent of
Percent of Gas
Gas Utility
Utility Sales Average Cost
Service Area Revenues Volume Per Mcf
- - -------------------- ---------- ---------- --------------
1998 1997 1998 1997 1998 1997
---- ---- ---- ---- ------ ------
Southern Union Gas
Austin and
South Texas..... 12 12 11 11 $ 3.14 $ 3.47
El Paso and
West Texas...... 13 13 17 16 2.67 3.36
Rio Grande
Valley.......... 4 4 4 3 3.23 3.90
Other............. 5 6 6 6 3.02 3.33
---- ---- ---- ----
34 35 38 36
Missouri Gas Energy. 66 65 62 64 4.05 4.08
---- ---- ---- ----
100 100 100 100
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The Company is committed under various agreements to purchase
certain quantities of gas in the future. At June 30, 1998, the
Company has purchase commitments for certain quantities of gas at
variable, market-based prices. These market-based price commit
ments have an annual value of $45,900,000 for Southern Union Gas
and $65,900,000 for MGE. SFNG has no market-based price commit-
ments at June 30, 1998. The Company's purchase commitments may
extend over a period of several years depending upon when the
required quantity is purchased. The Company has purchase gas
tariffs in effect for all its utility service areas that provide
for recovery of its purchase gas costs under defined methodolo-
gies.
In August 1997, the Missouri Public Service Commission (MPSC)
issued an order authorizing MGE to begin making semi-annual pur-
chase gas adjustments (PGA) in November and April, instead of
more frequent adjustments as in the past. Additionally, the
order authorized MGE to establish an Experimental Price Stabili-
zation Fund for purposes of procuring natural gas financial
instruments to hedge a minimal portion of its gas purchase costs
for the winter heating season. The cost of purchasing these
financial instruments and any gains derived from such activities
are passed on to the Missouri customers through the PGA.
Accordingly, there is no earnings impact as a result of the use
of these financial instruments. These procedures help stabilize
the monthly heating bills for Missouri customers. The Company
believes it bears minimal risk under the authorized transactions.
The MPSC approved a three year, experimental gas supply incentive
plan for MGE effective July 1, 1996. Under the plan, the Company
and MGE's customers share in certain savings below benchmark
levels of gas costs achieved as a result of the Company's gas
procurement activities. Likewise, if natural gas is acquired
above benchmark levels, both the Company and customers share in
such costs. For the year ended June 30, 1998 and 1997, the
incentive plan achieved a reduction of overall gas costs of
$9,200,000 and $10,200,000, respectively, resulting in savings to
Missouri customers of $5,100,000 and $5,600,000, respectively.
The Company recorded revenues of $4,100,000 and $4,600,000 in
1998 and 1997, respectively, under this plan. There can be no
assurance that this or any similar plan will be approved by the
MPSC for MGE after this plan expires on July 1, 1999.
Utility Regulation and Rates
The Company's rates and operations are subject to regulation by
local, state and federal authorities. In Texas, municipalities
have primary jurisdiction over natural gas rates within their
respective incorporated areas. Rates in adjacent environs and
appellate matters are the responsibility of the Railroad Commis-
sion of Texas. In Missouri, natural gas rates are established by
the MPSC on a system-wide basis. In Florida, natural gas rates
are established by the Florida Public Service Commission on a
system-wide basis. The FERC and the Railroad Commission of Texas
have jurisdiction over rates, facilities and services of Norteno
and Southern, respectively.
The Company holds non-exclusive franchises with varying expira-
tion dates in all incorporated communities where it is necessary
to carry on its business as it is now being conducted. In the
five largest cities in which the Company's utility customers are
located, such franchises expire as follows: Kansas City,
Missouri in 1998; El Paso, Texas in 2000; Austin, Texas in 2006;
and Port Arthur, Texas in 2013. The franchise in St. Joseph,
Missouri is perpetual. The Company fully expects these
franchises to be renewed upon their expiration.
Gas service rates are established by regulatory authorities to
permit utilities the opportunity to recover operating, adminis-
trative and financing costs, and the opportunity to earn a
reasonable return on equity. Gas costs are billed to customers
through purchase gas adjustment clauses which permit the Company
to adjust its sales price as the cost of purchased gas changes.
This is important because the cost of natural gas accounts for a
significant portion of the Company's total expenses. The appro-
priate regulatory authority must receive notice of such adjust-
ments prior to billing implementation.
The Company must support any service rate changes to its
regulators using a historic test year of operating results
adjusted to normal conditions and for any known and measurable
revenue or expense changes. Because the regulatory process has
certain inherent time delays, rate orders may not reflect the
operating costs at the time new rates are put into effect.
The monthly customer bill contains a fixed service charge, a
usage charge for service to deliver gas, and a charge for the
amount of natural gas used. While the monthly fixed charge pro-
vides an even revenue stream, the usage charge increases the Com-
pany's annual revenue and earnings in the traditional heating
load months when usage of natural gas increases. In recent
years, the majority of the Company's rate increases in Texas have
resulted in increased monthly fixed charges which help stabilize
earnings. Weather normalization clauses, in place in Austin, El
Paso service area cities other than the City of El Paso, Galves-
ton, Port Arthur and two other service areas in Texas, also help
stabilize earnings. The city of El Paso had approved implementa-
tion of a weather normalization clause effective September 1,
1996, but rescinded the clause effective February 1, 1997.
On August 21, 1998, MGE was notified by the MPSC of its decision
to grant a $13,300,000 annual increase to revenue effective on
September 2, 1998. The MPSC Rate Order reflected a 10.93% return
on common equity. The Rate Order, however, disallowed certain
previously recorded deferred costs requiring a non-cash write-off
of $2,221,000. Though the Company has requested a rehearing on
significant portions of these disallowances, generally accepted
accounting principles require the Company to immediately record
this charge to earnings which Southern Union did as of June 30,
1998.
On April 13, 1998 Southern Union Gas filed for a $2,228,000
request for a rate increase from the city of El Paso, a request
the city subsequently denied. On April 21, 1998, the city
council of El Paso voted to reduce the Company's rates by
$1,570,000 annually and to order a one-time cost of gas refund of
$475,000. The Company has appealed both of the council's actions
to the Railroad Commission of Texas and expects a decision by the
end of calendar year 1998.
On January 22, 1997, MGE was notified by the MPSC of its decision
to grant an $8,847,000 annual increase to revenue effective on
February 1, 1997. Pursuant to a 1989 MPSC order, MGE is engaged
in a major gas safety program in its service area (Missouri
Safety Program). In connection with this program, the MPSC
issued an accounting authority order (AAO) in Case No. GO-92-234
in 1994 which authorized MGE to defer depreciation expenses,
property taxes and carrying costs at a rate of 10.54% on the
costs incurred in the Missouri Safety Program. This AAO was con-
sistent with those which were issued by the MPSC from 1990 to
1993 to MGE's prior owner. The MPSC rate order of January 22,
1997, however, retroactively reduced the carrying cost rate
applied by the Company on the expenditures incurred on the
Missouri Safety Program since early 1994 to an Allowance for
Funds Used During Construction (AFUDC) rate of approximately 6%.
The Company filed an appeal of that portion of the rate order in
the Missouri State Court of Appeals, Western District. On
August 18, 1998, the Missouri State Court of Appeals denied the
Company's appeal resulting in a one-time non-cash write-off of
$5,942,000 of previously recorded deferred costs which was
recorded as of June 30, 1998. The Company believes that the
inconsistent treatment by the MPSC in subsequently changing to
the AFUDC rate from the previously ordered 10.54% rate consti-
tutes retroactive ratemaking. Unfortunately, the decision by the
Missouri State Court of Appeals failed to address certain
specific language within the 1994 AAO that the Company believed
prevented the MPSC from retroactively changing the carrying cost
rate. Southern Union will seek a transfer of the case to the
Missouri Supreme Court; however, the likelihood of transfer is
uncertain. See MD&A -- Cautionary Statement Regarding Forward-
Looking Information and Commitments and Contingencies in the
Notes to the Consolidated Financial Statements.
On September 18, 1997, the MPSC approved a global settlement
among the Company, the Missouri Office of Public Counsel (OPC)
and MPSC staff to resolve complaints brought by the OPC and the
MPSC staff regarding billing errors during the 1995/1996 and
1996/1997 winter heating seasons. The settlement called for
credits to gas bills by MGE totaling $1,575,000 to those custo-
mers overbilled and a $550,000 contribution by MGE to a social
service organization for the express purpose of assisting needy
MGE customers in paying their gas bills. These balances were
recorded as of June 30, 1997.
The approval of the January 31, 1994 acquisition of the Missouri
properties by the MPSC was subject to the terms of a stipulation
and settlement agreement which, among other things, requires MGE
to reduce rate base by $30,000,000 (amortized over a ten-year
period on a straight-line basis) to compensate rate payers for
rate base reductions that were eliminated as a result of the
acquisition.
During the three-year period ended June 30, 1998, the Company did
not file for any other rate increases in any of its major service
areas, although several annual cost of service adjustments were
filed. In addition to the regulation of its utility and pipeline
businesses, the Company is affected by numerous other regulatory
controls, including, among others, pipeline safety requirements
of the United States Department of Transportation, safety regu-
lations under the Occupational Safety and Health Act, and various
state and federal environmental statutes and regulations. The
Company believes that its operations are in compliance with
applicable safety and environmental statutes and regulations.
Environmental
The Company assumed responsibility for certain environmental mat-
ters in connection with the acquisition of MGE. Additionally,
the Company is investigating the possibility that the Company or
predecessor companies may have been associated with manufactured
gas plant sites in other of its former service territories, prin-
cipally in Arizona and New Mexico, and present service terri-
tories in Texas. See MD&A -- Cautionary Statement Regarding
Forward-Looking Information and Commitments and Contingencies in
the Notes to the Consolidated Financial Statements.
Investments in Real Estate
Lavaca Realty owns a commercially developed tract of land in the
central business district of Austin, Texas, containing a combined
11-story office building, parking garage and drive-through bank
(Lavaca Plaza). Approximately 52% of the office space at Lavaca
Plaza is used in the Company's business while the remainder is
leased to non-affiliated entities. Lavaca Realty also owns a
two-story office building in El Paso, Texas as well as a one-
story office building in Harlingen, Texas. Other significant
real estate investments held at June 30, 1998 include 39,341
square feet of undeveloped land in McAllen, Texas and 25,000
square feet of improved property in Kansas City, Missouri, of
which 40% is occupied by MGE and the remainder by a non-
affiliated entity.
Employees
As of August 31, 1998, the Company has 1,586 employees, of whom
1,230 are paid on an hourly basis, 337 are paid on a salary basis
and 19 are paid on a commission basis. Of the 1,230 hourly paid
employees, 49% are represented by unions. Of those employees
represented by unions, 95% are employed by Missouri Gas Energy.
On May 1, 1996, the Company agreed to three-year contracts with
the bargaining-unit Missouri employees.
On June 4, 1997, Southern Union Gas employees in Austin, Texas
covered by a collective bargaining agreement voted to decertify
their representing union. Additionally, effective July 1, 1998,
employees in Galveston, Texas chose to withdraw their membership
from their representing union.
From time to time the Company may be subject to labor disputes;
however, such disputes have not previously disrupted its busi-
ness. The Company believes that its relations with its employees
are good.
Statistics of Principal Utility and Related Operations
Southern Union Gas. The following table shows certain operating
- - ------------------
statistics of the Company's gas distribution and transportation
division with operations principally in Texas:
Year Ended June 30,
----------------------------
1998 1997 1996
-------- -------- --------
Average number of gas sales
customers served (a):
Residential.................. 465,844 456,972 457,187
Commercial................... 29,828 29,030 29,873
Industrial and irrigation.... 252 274 346
Public authorities and other. 2,755 2,673 2,812
-------- -------- --------
Total average customers
served................... 498,679 488,949 490,218
======== ======== ========
Gas sales in millions of cubic
feet (MMcf):
Residential.................. 23,217 23,135 22,945
Commercial................... 9,425 9,759 9,990
Industrial and irrigation.... 1,208 1,562 1,992
Public authorities and other. 2,752 2,756 2,708
-------- -------- --------
Gas sales billed........... 36,602 37,212 37,635
Net change in unbilled gas
sales...................... (82) (70) (5)
-------- -------- --------
Total gas sales............ 36,520 37,142 37,630
======== ======== ========
Gas sales revenues (thousands
of dollars):
Residential.................. $139,856 $152,737 $127,255
Commercial................... 45,774 51,392 42,353
Industrial and irrigation.... 4,639 6,122 6,315
Public authorities and other. 11,282 12,975 9,338
-------- -------- --------
Gas revenues billed........ 201,551 223,226 185,261
Net change in unbilled gas
sales revenues............. (492) (150) 856
-------- -------- --------
Total gas sales revenues... $201,059 $223,076 $186,117
======== ======== ========
Gas sales margin (thousands
of dollars) (b):............... $ 84,599 $ 84,024 $ 85,714
======== ======== ========
Gas sales revenue per Mcf
billed (c):
Residential.................. $ 6.024 $ 6.602 $ 5.546
Commercial................... 4.857 5.266 4.240
Industrial and irrigation.... 3.841 3.920 3.170
Public authorities and other. 4.101 4.708 3.448
Weather:
Degree days (d)................ 2,118 1,962 1,901
Percent of 30-year measure (e). 99% 92% 88%
Gas transported in MMcf.......... 16,535 15,118 16,819
Gas transportation revenues
(thousands of dollars)......... $ 9,101 $ 8,474 $ 8,260
- - -------------------------
(a) Variances in the average number of customers served is pri-
marily due to the divestiture of the Texas and Oklahoma
Panhandle distribution operations in May 1996 involving
7,000 customers.
(b) Gas sales margin is equal to gas sales revenues less pur-
chased gas costs and revenue-related taxes.
(c) Fluctuations in gas price billed between each period reflect
changes in the average cost of purchased gas and the effect
of rate adjustments.
(d) "Degree days" are a measure of the coldness of the weather
experienced. A degree day is equivalent to each degree that
the daily mean temperature for a day falls below 65 degrees
Fahrenheit.
(e) Information with respect to weather conditions is provided
by the National Oceanic and Atmospheric Administration.
Percentages of 30-year measure are computed based on the
weighted average volumes of gas sales billed. Changes in
percent of 30-year measure do not necessarily impact gas
sales margin since certain franchises are weather
normalized.
Missouri Gas Energy. The following table shows certain operating
- - -------------------
statistics of the Company's gas distribution and transportation
division with operations in Missouri:
Year Ended June 30,
----------------------------
1998 1997 1996
-------- -------- --------
Average number of gas sales
customers served:
Residential.................. 413,703 407,505 405,782
Commercial................... 57,693 56,967 56,448
Industrial................... 312 312 321
-------- -------- --------
Total average customers
served................... 471,708 464,784 462,551
======== ======== ========
Gas sales in MMcf:
Residential.................... 41,104 45,074 46,775
Commercial..................... 18,705 20,893 21,578
Industrial..................... 400 490 592
-------- -------- --------
Gas sales billed............. 60,209 66,457 68,945
Net change in unbilled gas
sales........................ 35 (88) 31
-------- -------- --------
Total gas sales.............. 60,244 66,369 68,976
======== ======== ========
Gas sales revenues (thousands
of dollars):
Residential.................. $267,154 $284,803 $259,401
Commercial................... 112,867 123,684 111,840
Industrial................... 3,109 3,539 4,294
-------- -------- --------
Gas sales revenues billed.. 383,130 412,026 375,535
Net change in unbilled gas
sales revenues............. 1,660 (1,745) 2,090
-------- -------- --------
Total gas sales revenues... $384,790 $410,281 $377,625
======== ======== ========
Gas sales margin (thousands of
dollars) (a)................... $107,394 $106,326 $105,945
======== ======== ========
Gas sales revenue per Mcf
billed:(b)
Residential.................. $ 6.499 $ 6.319 $ 5.546
Commercial................... 6.034 5.920 5.183
Industrial................... 7.773 7.222 7.253
Weather:
Degree days (c)................ 4,723 5,506 5,495
Percent of 30-year
measure: (d)................. 90% 105% 105%
Gas transported in MMcf.......... 30,165 29,638 30,269
Gas transportation revenues
(thousands of dollars)......... $ 9,866 $ 11,970 $ 10,299
- - ----------------------------
(a) Gas sales margin is equal to gas sales revenues less pur-
chased gas costs and revenue-related taxes.
(b) Fluctuations in gas price billed between each period reflect
changes in the average cost of purchased gas and the effect
of rate adjustments.
(c) "Degree days" are a measure of the coldness of the weather
experienced. A degree day is equivalent to each degree that
the daily mean temperature for a day falls below 65 degrees
Fahrenheit.
(d) Information with respect to weather conditions is provided
by the National Oceanic and Atmospheric Administration.
Percentages of 30-year measure are computed based on the
weighted average volumes of gas sales billed. Changes in
percent of 30-year measure do not necessarily impact gas
sales margin as a result of revenue increases approved by
the MPSC.
Customers. The following table shows the number of customers
- - ---------
served by the Company, through its divisions, subsidiaries and
affiliates, as of the end of its last three fiscal years.
Gas Utility Customers
as of June 30,
----------------------------
1998 1997 1996
-------- -------- --------
Southern Union Gas:
Austin and South Texas........... 173,228 163,938 159,129
El Paso and West Texas........... 178,812 173,825 169,861
Galveston and Port Arthur........ 50,673 50,856 51,392
Panhandle and North Texas........ 24,900 24,903 24,777
Rio Grande Valley and Eagle Pass. 76,840 76,704 76,707
-------- -------- --------
504,453 490,226 481,866
-------- -------- --------
Missouri Gas Energy:
Kansas City, Missouri
Metropolitan Area.............. 348,543 346,060 340,248
St. Joseph, Joplin, Monett
and others..................... 121,766 122,946 119,878
-------- -------- --------
470,309 469,006 460,126
-------- -------- --------
Other (a).......................... 20,874 3,647 --
-------- -------- --------
Total.............................. 995,636 962,879 941,992
======== ======== ========
- - ---------------------------
(a) Includes Mercado, South Florida Natural Gas, Atlantic Gas
Corporation, SUPro and 42% (the Company's equity ownership)
of the customers of a natural gas distribution company
serving Piedras Negras, Mexico, in each case for the year-
end in which the Company had such operations or investments.
ITEM 2. Properties.
See Item 1, Business, for information concerning the general
location and characteristics of the important physical properties
and assets of the Company.
Southern Union Gas has 7,462 miles of mains, 3,219 miles of ser-
vice lines and 218 miles of transmission lines. Southern and
Norteno have 171 miles and 7 miles, respectively, of transmission
lines. MGE has 7,404 miles of mains, 2,709 miles of service
lines and 47 miles of transmission lines. SFNG has 131 miles of
mains and 78 miles of service lines. The Company considers its
systems to be in good condition and well-maintained, and it has
continuing replacement programs based on historical performance
and system surveillance.
ITEM 3. Legal Proceedings.
See Commitments and Contingencies in the Notes to Consolidated
Financial Statements for a discussion of the Company's legal pro
ceedings. See MD&A -- Cautionary Statement Regarding Forward-
Looking Information.
ITEM 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders of
Southern Union during the quarter ended June 30, 1998.
<PAGE>
PART II
ITEM 5. Market for the Registrant's Common Stock and Related
Stockholder Matters.
Market Information
Southern Union's common stock is traded on the New York Stock
Exchange under the symbol "SUG". The high and low sales prices
(adjusted for any stock dividends and stock splits) for shares of
Southern Union common stock since July 1, 1996 are set forth
below:
$/Share
-----------------
High Low
-------- -------
July 1 to September 14, 1998............... $ 22.38 $ 15.63
(Quarter Ended)
June 30, 1998.............................. 21.75 15.92
March 31, 1998............................. 16.50 15.25
December 31, 1997.......................... 17.20 14.44
September 30, 1997......................... 15.56 13.81
(Quarter Ended)
June 30, 1997.............................. 16.03 13.97
March 31, 1997............................. 15.47 13.48
December 31, 1996.......................... 15.80 13.33
September 30, 1996......................... 16.78 12.17
Holders
As of September 14, 1998, there were 860 holders of record of
Southern Union's common stock. This number does not include per-
sons whose shares are held of record by a bank, brokerage house
or clearing agency, but does include any such bank, brokerage
house or clearing agency that is a holder of record.
There were 22,210,385 shares of Southern Union's common stock
outstanding on September 14, 1998 of which 16,069,564 shares were
held by non-affiliates (i.e., not beneficially held by directors,
executive officers, their immediate family members, or holders of
10% or more of shares outstanding).
Dividends
Southern Union's policy is to pay an annual stock dividend of
approximately 5% and, therefore, the Company paid no cash divi-
dends on its common stock during the two years ended June 30,
1998. Provisions in certain of Southern Union's long-term notes
and its bank credit facilities limit the payment of cash or asset
dividends on capital stock. Under the most restrictive provi-
sions in effect, Southern Union may not declare or pay any cash
or asset dividends on its common stock or acquire or retire any
of Southern Union's common stock, unless no event of default
exists and the Company meets certain financial ratio require-
ments, which presently are met.
On December 10, 1997 and December 10, 1996, the Company dis-
tributed its annual 5% common stock dividend to stockholders of
record on November 21, 1997 and November 22, 1996, respectively.
The 5% stock dividends are consistent with Southern Union's Board
of Directors' February 1994 decision to commence regular stock
dividends of approximately 5% annually. The specific amount and
declaration, record and distribution dates for an annual stock
dividend will be determined by the Board and announced at a date
that is not expected to be later than the annual stockholders
meeting each year. The next annual stock dividend is expected to
be declared in connection with the Company's annual meeting of
stockholders to be held on November 12, 1998.
On July 13, 1998, Southern Union effected a 3-for-2 stock split
by distributing a 50% stock dividend to holders of record on
June 30, 1998.
ITEM 6. Selected Financial Data.
Year Ended June 30,
----------------------------------------------
1998(a)(b) 1997(a) 1996(a) 1995 1994(c)
---------- -------- -------- -------- --------
(dollars in thousands, except per
share amounts)
Total operating
revenues........ $ 669,304 $717,031 $620,391 $479,983 $372,043
Earnings from
continuing
operations (d).. 12,229 19,032 20,839 16,069 8,378
Earnings per com-
mon and common
share equiva-
lents (e)....... .43 .68 .76 .59 .36
Total assets..... 1,047,764 990,403 964,460 992,597 887,807
Common stock-
holders' equity. 296,834 267,462 245,915 225,664 208,975
Short-term debt
and capital
lease obliga-
tion............ 1,777 687 615 770 889
Long-term debt
and capital
lease obliga-
tion, excluding
current portion. 406,407 386,157 385,394 462,503 479,048
Company-obligated
mandatorily re-
deemable pre-
ferred securi-
ties of sub-
sidiary trust... 100,000 100,000 100,000 100,000 --
Average customers
served.......... 979,186 955,838 952,934 947,691 653,102
- - ------------------------
(a) Certain Texas and Oklahoma Panhandle distribution operations
and Western Gas Interstate, exclusive of the Del Norte inter-
connect, were sold on May 1, 1996.
(b) On December 31, 1997, Southern Union acquired Atlantic for
755,650 pre-split shares of common stock valued at
$18,041,000 and cash of $4,436,000.
(c) Missouri Gas Energy, a division of Southern Union, was
acquired on January 31, 1994 and was accounted for as a pur-
chase. Missouri Gas Energy's assets were included in the
Company's consolidated balance sheet at January 31, 1994 and
its results of operations were included in the Company's
consolidated results of operations beginning February 1,
1994. For these reasons, the consolidated results of
operations of the Company for the periods subsequent to the
acquisition are not comparable.
(d) As of June 30, 1998, MGE wrote off $8,163,000 pre-tax in
previously recorded regulatory assets as a result of
announced rate orders and court rulings.
(e) Earnings per share for all periods presented were computed
based on the weighted average number of shares of common
stock and common stock equivalents outstanding during the
year adjusted for (i) the 5% stock dividends distributed on
December 10, 1997, December 10, 1996, November 27, 1995 and
June 30, 1994, and (ii) the 50% stock dividend distributed
on July 13, 1998, the 33 1/3% stock dividend distributed on
March 11, 1996 and the 50% stock dividend distributed on
March 9, 1994.
ITEM 7. Management's Discussion and Analysis of Results of
Operations and Financial Condition.
Overview Southern Union Company's principal business is the
- - --------
distribution of natural gas as a public utility through three
divisions: Southern Union Gas, Missouri Gas Energy (MGE) and
Atlantic Utilities doing business as South Florida Natural Gas
(SFNG). Southern Union Gas serves 511,000 customers in Texas
(including the cities of Austin, Brownsville, El Paso, Galveston,
Harlingen, McAllen and Port Arthur), and MGE serves 482,000 cus-
tomers in central and western Missouri (including the cities of
Kansas City, St. Joseph, Joplin and Monett). SFNG, acquired as
of December 31, 1997, serves portions of central Florida
(including New Smyrna Beach, Edgewater and areas of Volusia
County, Florida). SFNG's results of operations since its
acquisition do not materially impact comparability between fiscal
years discussed below.
The Company also operates natural gas pipeline systems, markets
natural gas to end-users, distributes propane and holds invest-
ments in real estate and other assets. To achieve profitability
and continued growth, the Company continues to emphasize gas
sales in nontraditional markets, operating efficiencies of
existing systems, and expansion through selective acquisitions of
new systems.
Results of Operations
Net Earnings Southern Union Company's 1998 (fiscal year ended
- - ------------
June 30) net earnings were $12,229,000 ($.43 per common share,
diluted for outstanding options and warrants -- hereafter
referred to as per share), compared with $19,032,000 ($.68 per
share) in 1997. The decrease was primarily due to the pre-tax
write-off of previously recorded regulatory assets as ordered by
the Missouri Public Service Commission (MPSC). On August 18,
1998, the Missouri Court of Appeals denied the previously dis-
closed appeal by the Company of the MPSC's January 1997 Rate
Order granted to MGE. Because of this decision, the Company
recorded a one-time non-cash write-off of $5,942,000 of deferred
costs recorded since 1994. On August 21, 1998, the MPSC also
granted MGE a rate increase which, among other things, disallowed
certain previously recorded deferred costs requiring an addi-
tional pre-tax non-cash write-off of $2,221,000. Significantly
warmer weather in the winter of 1997/1998, especially in
Missouri, also contributed to the decrease in earnings, despite
an $8,847,000 annual increase to MGE revenues granted by the MPSC
effective February 1, 1997. Weather in the Missouri service
territories during 1998 was 14% warmer than 1997 while gas sales
volumes in the corresponding period decreased 9%. Average common
and common share equivalents outstanding increased 2.5% in 1998
due to the issuance of 755,650 pre-split shares of the Company's
common stock on December 31, 1997 in connection with the acquisi-
tion of Atlantic Utilities Corporation and Subsidiaries in
Florida. The Company earned 4.3% on average common equity in
1998.
The Company's 1997 net earnings were $19,032,000 ($.68 per
share), compared with $20,839,000 ($.76 per share) in 1996. The
decrease was primarily due to $5,763,000 in additional bad debt
expense in 1997 as a result of significant increases in delin-
quent customer accounts, principally at MGE. The significant
increase in natural gas prices during 1997 caused many customers
to receive considerably higher heating bills. Additionally, cer-
tain billing errors were discovered in MGE's billing practices
and procedures. As a result of the customer's increased bills
and negative media coverage over the high gas costs and billing
errors, more customers than usual failed to pay their bills
causing an unanticipated increase in aged receivables, primarily
in Missouri. MGE also responded to an MPSC directive to delay
collection efforts by suspending the disconnection of customers
for non-payment until July 1997. Also adversely impacting 1997
net earnings was $2,125,000 in various settlement fees in connec-
tion with complaints brought by the Missouri Office of Public
Counsel and the MPSC for the billing errors. Contributing to
1997 net earnings were additional revenues of $4,600,000 under
a gas supply incentive plan approved by the MPSC in July 1996.
Under the plan, Southern Union and its Missouri customers shared
in certain savings below benchmark levels of gas costs incurred
as a result of the Company's gas procurement activities. The in-
centive plan achieved a reduction of overall gas costs of
$10,200,000, resulting in savings to Missouri customers of
$5,600,000. Average common and common share equivalents out-
standing increased 1.1% in 1997. The Company earned 7.4% and
8.8% on average common equity in 1997 and 1996, respectively.
Operating Revenues Operating revenues in 1998 decreased
- - ------------------
$47,727,000, or 7%, to $669,304,000, while gas purchase costs
decreased $43,608,000, or 10%, to $405,580,000.
Operating revenues and gas purchase costs in 1998 were affected
by both a reduction in gas sales volumes and decreases in the
cost of gas. Gas sales volumes decreased 6% in 1998 to 115,261
MMcf due to the warmer winter weather in the Missouri service
territories. Gas sales volumes were also impacted by a reduction
in average usage per customer throughout the Company's service
territories as a result of more energy efficient housing and
appliances. The average cost of gas decreased $.18 to $3.49 per
Mcf in 1998 due to decreases in average spot market gas prices
throughout the Company's distribution system as a result of sea-
sonal impacts on demands for natural gas and the ensuing competi-
tive pricing within the industry. The average spot market price
of natural gas decreased 3% to $2.24 per million British thermal
units (MMBtu) in 1998. Additionally impacting operating revenues
in 1998 was a $4,616,000 decrease in gross receipt taxes, a
$2,104,000 decrease in gas transportation revenues at MGE, and
decreased revenues of $500,000 under the previously discussed gas
supply incentive plan. Gross receipt taxes are levied on sales
revenues, then collected from the customers and remitted to the
various taxing authorities. Operating revenues were favorably
impacted by an $8,847,000 annual increase to revenues granted by
the MPSC effective as of February 1, 1997.
Southern Union Gas and MGE contributed 32% and 59%, respectively,
of the Company's consolidated 1998 operating revenues. Four sup-
pliers provided 45% of gas purchases in 1998.
Gas purchase costs generally do not directly affect earnings
since these costs are generally passed on to customers pursuant
to purchase gas adjustment clauses. Accordingly, while changes
in the cost of gas may cause the Company's operating revenues to
fluctuate, net operating margin is generally not affected by
increases or decreases in the cost of gas. Increases in gas
purchase costs indirectly affect earnings as the customer's bill
increases, usually resulting in increased bad debt and collection
costs being recorded by the Company.
Gas transportation volumes in 1998 decreased 3,380 MMcf to 59,153
MMcf at an average transportation rate per Mcf of $.33 compared
with $.34 in 1997. Transportation volumes increased from 29,638
MMcf to 30,165 MMcf in 1998 for MGE and decreased from 32,895
MMcf to 28,988 MMcf in 1998 for Southern Union Gas and the Com-
pany's pipeline subsidiaries. This decrease was mainly caused by
a 32% decrease, or 5,531 MMcf, in the amount of volumes trans-
ported into Mexico by Norteno Pipeline Company, a subsidiary of
the Company.
Operating revenues in 1997 increased $96,640,000, or 16%, to
$717,031,000 while gas purchase costs increased $87,649,000, or
24%, to $449,188,000.
Operating revenues and gas purchase costs in 1997 were affected
by an increase in the average cost of gas and greater gas sales
volumes. The average cost of gas increased $.62 to $3.67 per Mcf
in 1997 due to increases in spot market gas prices as a result of
the increased demand for natural gas during the 1996/1997 winter
season. The average spot market price of natural gas increased
38% to $2.32 per MMBtu, in 1997. Gas sales volumes increased 3%
in 1997 to 121,996 MMcf due to growth in pipeline and marketing
sales which typically have lower margins. This was partially
offset by a reduction in volumes of 878 MMcf from the sale of
certain operations in the Texas and Oklahoma Panhandles on May 1,
1996. Additionally impacting operating revenues was the
$8,847,000 annual increase to revenues granted by the MPSC effec-
tive as of February 1, 1997, and increased revenues under the gas
supply incentive plan, previously discussed. Also contributing
to the increase in operating revenues was a $4,616,000 increase
in gross receipt taxes.
Southern Union Gas and MGE contributed 33% and 60%, respectively,
of the Company's consolidated 1997 operating revenues. Four sup-
pliers provided 44% of gas purchases in 1997.
Gas transportation volumes in 1997 increased 358 MMcf to 62,533
MMcf at an average transportation rate per Mcf of $.34 compared
with $.31 in 1996. Transportation volumes decreased from
30,269 MMcf to 29,638 MMcf in 1997 for MGE and increased 3% in
1997 for Southern Union Gas and the Company's pipeline sub-
sidiaries. This was partially offset by a reduction in volumes
of 2,452 MMcf from the sale of certain operations, previously
discussed.
Net Operating Margin Net operating margin in 1998 (operating
- - --------------------
revenues less gas purchase costs and revenue-related taxes)
increased by $497,000, compared with an increase of $4,375,000,
in 1997. Operating margins and earnings are primarily dependent
upon gas sales volumes and gas service rates. The level of gas
sales volumes is sensitive to the variability of the weather.
Southern Union Gas and MGE accounted for 43% and 52%, respec-
tively, of the Company's net operating margin in 1998 and 42% and
55%, respectively, in 1997.
Weather Weather in the Missouri service territories in 1998 was
- - -------
90% of a 30-year measure, 14% warmer than in 1997. Weather in
1998 in Southern Union Gas service territories was 99% of a 30-
year measure, 8% colder than in 1997. Weather in Missouri in
both 1997 and 1996 was 105% of the 30-year measure, while weather
in the Southern Union Gas service territories in 1997 was 92% of
the 30-year measure, 5% colder than in 1996.
Customers The average number of customers served in 1998, 1997
- - ---------
and 1996 was 979,186, 955,838 and 952,934, respectively. These
customer totals do not include Southern Union's 42% equity owner-
ship acquired on July 23, 1997 in a natural gas distribution com-
pany in Piedras Negras, Mexico which currently serves 17,500
customers. Southern Union Gas served 498,679 residential, com-
mercial, industrial, agricultural and other gas utility customers
in the State of Texas during 1998. The 1997 gas utility customer
base in Texas decreased slightly due to the divestiture of cer-
tain Texas and Oklahoma Panhandle distribution operations in May
1996 involving 7,000 customers. MGE served 471,708 customers in
central and western Missouri during 1998. SFNG and Atlantic Gas
Corporation, a propane subsidiary of the Company, served 4,158
and 805 customers, respectively, since being acquired on
December 31, 1997. SUPro Energy Company (SUPro), a subsidiary of
the Company, served 8,527 propane customers in Texas during 1998.
Operating Expenses Operating, maintenance and general expenses
- - ------------------
in 1998 decreased $2,361,000, or 2%, to $107,527,000. Included
in this decrease was $5,837,000 less in bad debt expense due to a
significant increase in delinquent customer accounts in 1997,
previously discussed. Partially offsetting this factor was an
increase in reserves for litigation claims and settlements.
Depreciation and amortization expense in 1998 increased
$3,610,000 to $38,439,000 as a result of including certain costs
into rate base that were previously deferred as provided in the
MGE revenue increase effective as of February 1, 1997 and normal
growth in plant. Taxes other than on income and revenues, prin-
cipally consisting of property, payroll and state franchise
taxes, in 1998 increased $2,051,000 to $14,205,000. The increase
was primarily due to increases in property taxes resulting from
the inclusion of certain plant assets pursuant to the MGE Safety
Program that were deferred prior to the February 1, 1997 revenue
increase in Missouri.
Operating, maintenance and general expenses in 1997 increased
$2,367,000, or 2%, to $109,888,000. Included in this increase
was $5,763,000 in additional bad debt expense due to significant
increases in delinquent customer accounts principally at MGE,
previously discussed; increased media advertising; travel and
call center labor costs as a result of and in response to the
significant price spikes in natural gas during the 1996/1997
winter heating season; and increased field and call center labor
and other costs to improve customer service at MGE. Partially
offsetting these factors was a decrease in medical, dental,
pension and injury and damage claims.
Depreciation and amortization expense in 1997 increased
$1,847,000 to $34,829,000 as a result of including certain costs
into rate base that were previously deferred as provided in the
MGE revenue increase case effective as of February 1, 1997 and
normal growth in plant. Taxes other than on income and revenues,
in 1997 decreased $1,505,000 to $12,154,000. The decrease was
primarily due to decreases in assessed property tax values in
several Texas taxing jurisdictions, a decrease in Missouri state
franchise tax and a reduction in payroll taxes from the decrease
in employees.
Employees The Company employed 1,594, 1,595 and 1,611 indi-
- - ---------
viduals as of June 30, 1998, 1997, and 1996, respectively. After
gas purchases and taxes, employee costs and related benefits are
the Company's most significant expense. Such expense includes
salaries, payroll and related taxes and employee benefits such as
health, savings, retirement and educational assistance. On
May 1, 1996, the Company agreed to three-year contracts with each
of the four unions that represent the bargaining-unit employees
of MGE.
Interest Expense and Dividends on Preferred Securities Total
- - ------------------------------------------------------
interest expense in 1998 increased by $1,419,000, or 4%, to
$34,884,000. Interest expense on long-term debt and capital
leases increased by $577,000 in 1998 primarily due to MGE's
capital lease obligation of $22,151,000 incurred in 1998 for the
installation of an Automated Meter Reading (AMR) system.
Interest expense on short-term debt in 1998 increased $566,000 to
$2,399,000, due to the average short-term debt outstanding during
1998 increasing $9,333,000 to $39,105,000. The average rate of
interest on short-term debt was 6.1% in both 1998 and 1997.
Total interest expense in 1997 declined by $2,367,000, or 7%, to
$33,465,000. Interest expense on long-term debt decreased by
$4,205,000 in 1997 primarily due to the timing of the repurchase
of $90,485,000 of the Senior Notes at various dates from June
1995 to June 1996. The funds used for the various repurchases of
debt were obtained, in part, from the May 17, 1995 issuance of
the Preferred Securities and working capital.
Interest expense on short-term debt in 1997 increased $1,629,000
to $1,833,000, due to the average short-term debt outstanding
during 1997 increasing $27,093,000 to $29,772,000. The average
short-term debt balance outstanding during 1996 of $2,679,000 was
the result of the available cash balance on hand from the sale of
the Preferred Securities. The average rate of interest on short-
term debt was 6.1% in 1997 compared with 7.4% in 1996.
Write-Off of Regulatory Assets During 1998, the Company was
- - ------------------------------
impacted by pre-tax non-cash write-offs totaling $8,163,000 of
previously recorded regulatory assets. Pursuant to a 1989 MPSC
order, MGE is engaged in a major gas safety program. In connec-
tion with this program, the MPSC issued an accounting authority
order in 1994 which authorized MGE to defer carrying costs at a
rate of 10.54%. The MPSC rate order of January 22, 1997, how-
ever, retroactively reduced the 10.54% carrying cost rate used
since early 1994 to an Allowance for Funds Used During Construc-
tion (AFUDC) rate of approximately 6%. The Company filed an
appeal of this portion of the rate order in the Missouri State
Court of Appeals, Western District, and on August 18, 1998 was
notified that the appeal was denied. This resulted in a one-time
non-cash write-off of $5,942,000 of previously deferred costs as
of June 30, 1998. See Commitments and Contingencies in the Notes
to Consolidated Financial Statements.
On August 21, 1998, MGE was notified by the MPSC of its decision
to grant a $13,300,000 annual increase to revenue effective on
September 2, 1998. The MPSC Rate Order reflected a 10.93% return
on common equity. The Rate Order, however, disallowed certain
previously recorded deferred costs associated with the rate
filing, requiring a non-cash write-off of $2,221,000. Though the
Company has requested a rehearing on significant portions of
these disallowances, generally accepted accounting principles
require the Company to immediately record this charge to earnings
which Southern Union did as of June 30, 1998.
Other Income (Expense), Net Other income, net, in 1998 increased
- - ---------------------------
by $1,193,000 to $4,073,000. Other income in 1998 included
$1,671,000 in deferral of interest and other expenses associated
with the MGE Safety Program; realized gains on the sale of
investment securities of $1,088,000; and net rental income of
Lavaca Realty Company, (Lavaca Realty), the Company's real estate
subsidiary, of $1,119,000.
Other income in 1997 included $3,729,000 in deferral of interest
and other expenses associated with the MGE Safety Program; rea-
lized gains on the sale of investment securities of$2,545,000;
and net rental income of Lavaca Realty of $1,329,000. This was
partially offset by $2,125,000 for the settlement of certain
billing errors, previously discussed; the write-off of $1,750,000
acquisition-related costs from the termination of various acqui-
sition activities; and a $257,000 expense associated with the
donation of emissions analysis equipment and software to a Texas
university.
Other income in 1996 included $5,664,000 in deferral of interest
and other expenses associated with the MGE Safety Program; a
$2,300,000 pre-tax gain on the sale of Western Gas Interstate
Company (WGI), a former subsidiary of the Company, and other dis-
tribution operations on May 1, 1996; investment interest and
interest on notes receivable of $2,051,000; net rental income of
Lavaca Realty of $1,392,000; and gains on the repurchase of
Senior Notes of $1,581,000. This was partially offset by losses
of $470,000 on the sale of undeveloped real estate.
Federal and State Income Taxes Federal and state income tax
- - ------------------------------
expense in 1998, 1997, and 1996 was $7,984,000, $12,373,000 and
$14,979,000, respectively. The decrease in income taxes during
1998 and 1997 was due to the decrease in pre-tax income,
previously discussed.
Liquidity and Capital Resources
Operating Activities The seasonal nature of Southern Union's
- - --------------------
business results in a high level of cash flow needs to finance
gas purchases, outstanding customer accounts receivable and cer-
tain tax payments. To provide these funds, as well as funds for
its continuing construction and maintenance programs, the Company
has historically used its credit facilities along with
internally-generated funds. Because of available short-term
credit and the ability to obtain various market financing, man-
agement believes it has adequate financial flexibility to meet
its cash needs.
Cash flow from operating activities in 1998 increased by
$20,263,000 to $68,257,000, and decreased by $19,471,000 to
$47,994,000 in 1997. Operating activities were impacted by a
reduction in net earnings in 1998 and 1997, the non-cash write-
off of previously recorded regulatory assets in 1998 discussed
above, increased accounts receivable balances in 1997 due to
increases in delinquent customer accounts discussed above and
general changes in other operating accounts. The previously-
mentioned August 21, 1998 MPSC Rate Order is anticipated to
increase the Company's after-tax cash flow by approximately
$8,000,000 annually.
At June 30, 1998, 1997 and 1996, the Company's primary sources of
liquidity included borrowings available under the Company's
credit facilities and cash and cash equivalents of nil, nil and
$2,887,000, respectively. A balance of $1,600,000 was out-
standing under the credit facilities at both June 30, 1998 and
1997. A balance of $7,400,000 was outstanding under the
facilities at July 31, 1998.
Investing Activities Cash flow used in investing activities in
- - --------------------
1998 increased by $11,619,000 to $65,634,000, and increased by
$22,556,000 to $54,015,000 in 1997. Investing activity cash flow
was primarily affected by additions to property, plant and equip-
ment, acquisition of operations, sales and purchases of invest-
ment securities and the sale of various properties.
During 1998, 1997 and 1996, the Company expended $77,018,000,
$64,463,000 and $59,376,000, respectively, for capital expendi-
tures excluding acquisitions. These expenditures primarily re-
lated to distribution system replacement and expansion. Included
in these capital expenditures were $21,125,000, $20,972,000 and
$19,761,000 for the MGE Safety Program in 1998, 1997 and 1996,
respectively. Cash flow from operations has historically been
utilized to finance capital expenditures and is expected to be
the primary source for future capital expenditures.
On December 31, 1997, Southern Union acquired Atlantic Utilities
Corporation and Subsidiaries (Atlantic) for 755,650 pre-split
shares of common stock and cash of $4,436,000. On the date of
acquisition, Atlantic had $11,683,000 of cash and cash equiva-
lents.
During 1998, the Company purchased investment securities of
$5,000,000 and had proceeds from the sale of investment securi-
ties of $6,531,000. During 1997, the Company purchased invest-
ment securities of $5,363,000 and had proceeds from the sale of
investment securities of $13,327,000. During 1996, the Company
purchased $10,763,000 in investment securities. As of June 30,
1998, the investment securities are accounted for under the cost
method.
On May 1, 1996, the Company consummated the sale of various
operations for $15,900,000. The operations included certain gas
distribution operations of the Company in the Texas and Oklahoma
Panhandles and WGI, exclusive of the Del Norte interconnect
which transports natural gas into Mexico.
The Company began installing an AMR system at MGE in 1998 which
was substantially completed in the first quarter of fiscal year
1999. The installation of the AMR system involved an investment
of $30,550,000 which is accounted for as a capital lease obliga-
tion. During 1998, the Company recorded an increase in plant,
long-term debt and other liabilities of $26,464,000. This system
will improve meter reading accuracy and provide electronic ac-
cessibility to meters in residential customers' basements, there-
by assisting in the reduction of the number of estimated bills.
Financing Activities Cash flow used in financing activities in
- - --------------------
1998 was $2,623,000, while cash flow from financing activities
was $3,134,000 in 1997. Cash flow used in financing activities
in 1996 was $72,134,000. Financing activity cash flow changes
were primarily due to repayment of debt and the various financing
transactions during the past three years. As a result of these
financing transactions, the Company's total debt to total capital
ratio at June 30, 1998 was 50.6%, compared with 51.2% and 52.7%
at June 30, 1997 and 1996, respectively. The Company's effective
debt cost rate under the current debt structure is 7.8% (which
includes interest and the amortization of debt issuance costs and
redemption premiums on refinanced debt).
On May 17, 1995, Southern Union Financing I (Subsidiary Trust), a
consolidated wholly-owned subsidiary of Southern Union, issued
$100,000,000 of Preferred Securities. The issuance of the Pre-
ferred Securities was part of a $300,000,000 shelf registration
filed with the Securities and Exchange Commission on March 29,
1995. Southern Union may sell a combination of preferred securi-
ties of financing trusts and senior and subordinated debt securi-
ties of Southern Union of up to $196,907,200 (the remaining
shelf) from time to time, at prices determined at the time of any
offering. The net proceeds from the Preferred Securities
offering, along with working capital from operations, were used
to repurchase $90,485,000 of the Senior Notes through June 1996
with the remaining balance used to provide working capital for
seasonal needs. Depending upon market conditions and available
cash balances, the Company may repurchase additional Senior Notes
in the future. See Preferred Securities of Subsidiary Trust and
Debt and Capital Lease in the Notes to the Consolidated Financial
Statements.
Southern Union has availability under a $100,000,000 revolving
credit facility (Revolving Credit Facility) underwritten by a
syndicate of banks. The Company has additional availability
under uncommitted line of credit facilities (Uncommitted Facili-
ties) with various banks. Covenants under the Revolving Credit
Facility allow for up to $35,000,000 of borrowings under Uncom-
mitted Facilities at any one time. Borrowings under these
facilities are available for Southern Union's working capital,
letter of credit requirements and other general corporate pur-
poses. The facilities are uncollateralized and have no borrowing
base limitations as long as the Company's Senior Notes meet cer-
tain rating criteria. The Company may use up to $40,000,000 of
the Revolving Credit Facility to finance future acquisitions.
These facilities contain certain financial covenants that, among
other things, restrict cash or asset dividends, share repur-
chases, certain investments and additional debt. The facility
expires on December 31, 1999 but may be extended annually for
periods of one year with the consent of each of the banks. The
Revolving Credit Facility is subject to a commitment fee based on
the rating of the Company's Senior Notes. As of June 30, 1998
the commitment fee was an annualized .15% on the unused balance.
The Company had standby letters of credit outstanding of
$2,947,000 at both June 30, 1998 and 1997, which guarantee pay-
ment of various insurance premiums and state taxes.
Other Matters
Propane Operations SUPro and Atlantic Gas Corporation currently
- - ------------------
serve 8,527 and 769 customers, respectively, at June 30, 1998.
These propane operations sold 5,758,000 and 2,417,000 gallons of
propane during 1998 and 1997, respectively, and allow the Company
to provide a greater scope of energy services.
Foreign Operations On July 23, 1997, Energia Estrella del Sur,
- - ------------------
S. A. de C. V., a wholly-owned subsidiary of Southern Union
Energy International, Inc. and Southern Union International
Investments, Inc., both subsidiaries of the Company, acquired a
42% equity ownership in a natural gas distribution company and
other operations which currently serves 17,500 customers in
Piedras Negras, Mexico, which is across the border from the Com-
pany's Eagle Pass, Texas service area. On September 8, 1997,
Southern Transmission Company, another subsidiary of the Company,
purchased a 45-mile intrastate pipeline for $305,000 which will
augment the Company's gas supply to the city of Eagle Pass and,
subject to necessary regulatory approvals, ultimately Piedras
Negras. Financial results of these foreign operations did not
have a significant impact on the Company's financial results
during 1998.
Stock Splits and Dividends On July 13, 1998, a three-for-two
- - --------------------------
stock split was distributed in the form of a 50% stock dividend.
Additionally, Southern Union distributed annual 5% common stock
dividends on December 10, 1997 and December 10, 1996. Unless
otherwise stated, all per share data included herein and in the
accompanying Consolidated Financial Statements and Notes thereto
have been restated to give effect to the stock splits and stock
dividends.
Contingencies The Company assumed responsibility for certain
- - -------------
environmental matters in connection with the acquisition of MGE.
Additionally, the Company is investigating the possibility that
the Company or predecessor companies may have been associated
with Manufactured Gas Plant sites in other of its former service
territories, principally in Arizona and New Mexico, and present
service territories in Texas.
On August 18, 1998, a jury in Edinburg, Texas concluded delibera-
tions on the City of Edinburg's franchise fee lawsuit against
Valero Energy Corporation (Valero) and a number of its sub-
sidiaries, as well as former Valero subsidiary Rio Grande Valley
Gas Company (RGV) and RGV's successor company, Southern Union
Company. The case, based upon events that occurred between 1985-
1987, centers on specific contractual language in the 1985 fran-
chise agreement between RGV and the City of Edinburg. Southern
Union purchased RGV from Valero in October 1993. The jury
awarded the plaintiff damages, under several largely overlapping
but mutually exclusive claims, totaling approximately
$13,000,000. The actual amount and appropriate allocation of the
surviving portions of the damage awards will not be determined
until further proceedings are completed, including the trial
judge's decision on post-trial motions. The Company is pursuing
having the jury's verdict overturned or reduced by the trial
judge, and if necessary will vigorously pursue a reversal on
appeal. The Company believes it will ultimately prevail and thus
has not provided for any loss relative to this matter in its
financial statements. Furthermore, the Company has not deter-
mined what impact, if any, this jury decision may have on other
city franchises in Texas.
On August 18, 1998, the Missouri Court of Appeals, Western Dis-
trict, denied the Company's appeal of the February 1, 1997 rate
order which retroactively reduced the carrying cost rate applied
by the Company on expenditures incurred on the MGE Safety Pro-
gram. The Company believes that the inconsistent treatment by
the MPSC in subsequently changing to the Allowance for Funds Used
During Construction rate of approximately 6% from the previously
ordered rate of 10.54% constitutes retroactive ratemaking.
Unfortunately, the decision by the Missouri State Court of
Appeals failed to address certain specific language within a 1994
MPSC accounting authority order that the Company believed pre-
vented the MPSC from retroactively changing the carrying cost
rate. Southern Union will seek a transfer of the case to the
Missouri Supreme Court; however, the likelihood of transfer is
uncertain. See Results of Operations -- Write-Off of Regulatory
Assets.
Southern Union and its subsidiaries are parties to other legal
proceedings that management considers to be normal actions to
which an enterprise of its size and nature might be subject, and
not to be material to the Company's overall business or financial
condition, results of operations or cash flows.
See Commitments and Contingencies in the Notes to Consolidated
Financial Statements.
Inflation The Company believes that inflation has caused and
- - ---------
will continue to cause increases in certain operating expenses
and has required and will continue to require assets to be
replaced at higher costs. The Company continually reviews the
adequacy of its gas rates in relation to the increasing cost of
providing service and the inherent regulatory lag in adjusting
those gas rates.
Regulatory The majority of the Company's business activities are
- - ----------
subject to various regulatory authorities. The Company's finan-
cial condition and results of operations have been and will con-
tinue to be dependent upon the receipt of adequate and timely
adjustments in rates. Gas service rates, which consist of a
monthly fixed charge and a gas usage charge, are established by
regulatory authorities and are intended to permit utilities the
opportunity to recover operating, administrative and financing
costs and to have the opportunity to earn a reasonable return on
equity. The monthly fixed charge provides a base revenue stream
while the usage charge increases the Company's revenues and
earnings in colder weather when natural gas usage increases.
On September 18, 1997, the MPSC approved a global settlement
among the Company, the Missouri Office of Public Counsel (OPC)
and MPSC to resolve complaints brought by the OPC and the MPSC
staff regarding billing errors during the 1995/1996 and 1996/1997
winter heating seasons. The settlement called for credits to gas
bills by MGE totaling $1,575,000 to those customers overbilled
and a $550,000 contribution by MGE to a social service organiza-
tion for the express purpose of assisting needy MGE customers in
paying their gas bills. These balances were recorded as of
June 30, 1997.
In August 1997, the MPSC issued an order authorizing MGE to begin
making semi-annual purchase gas adjustments (PGA) in November and
April, instead of more frequent adjustments as in the past. Ad-
ditionally, the order authorized MGE to establish an Experimental
Price Stabilization Fund for purposes of procuring natural gas
financial instruments to hedge a minimal portion of its gas pur-
chase costs for the winter heating season. The cost of pur-
chasing these financial instruments and any gains derived from
such activities are passed on to the Missouri customers through
the PGA. Accordingly, there is no earnings impact as a result of
the use of these financial instruments. These procedures help
stabilize the monthly heating bills for Missouri customers. The
Company believes it bears minimal risk under the authorized
transactions.
The MPSC also approved a three-year, experimental gas supply
incentive plan for MGE effective July 1, 1996. Under the plan,
the Company and MGE's customers share in certain savings below
benchmark levels of gas costs achieved as a result of the Com-
pany's gas procurement activities. Likewise, if natural gas is
acquired above benchmark levels, both the Company and customers
share in such costs. For the year ended June 30, 1998 and 1997,
the incentive plan achieved a reduction of overall gas costs of
$9,200,000 and $10,200,000, respectively, resulting in savings to
Missouri customers of $5,100,000 and $5,600,000, respectively.
The Company recorded revenues of $4,100,000 in 1998 and
$4,600,000 in 1997 under this plan. There can be no assurance
that this or any similar plan will be approved by the MPSC for
MGE after this plan expires on July 1, 1999.
On April 13, 1998, Southern Union Gas filed a $2,228,000 request
for a rate increase from the city of El Paso, a request the city
subsequently denied. On April 21, 1998, the city council of El
Paso voted to reduce the Company's rates by $1,570,000 annually
and to order a one-time cost of gas refund of $475,000. The Com-
pany has appealed both of the council's actions to the Railroad
Commission of Texas and expects a decision by the end of calendar
year 1998.
On January 22, 1997, MGE was notified by the MPSC of its decision
to grant an $8,847,000 annual increase to revenue effective as of
February 1, 1997. Southern Union Gas also received several
annual cost of service adjustments in 1998, 1997 and 1996. See
Utility Regulation and Rates and Commitments and Contingencies in
the Notes to Consolidated Financial Statements.
Pursuant to a 1989 MPSC order, MGE is engaged in a major gas
safety program in its service territories. This program includes
replacement of company- and customer-owned gas service and yard
lines, the movement and resetting of meters, the replacement of
cast iron mains and the replacement and cathodic protection of
bare steel mains. In recognition of the significant capital ex-
penditures associated with this safety program, the MPSC permits
the deferral, and subsequent recovery through rates, of deprecia-
tion expense, property taxes and associated carrying costs. The
continuation of the MGE Safety Program will result in significant
levels of future capital expenditures. The Company estimates
incurring capital expenditures of $19,000,000 in fiscal 1999
related to this program which are expected to be financed through
cash flow from operations. See Utility Regulation and Rates and
Commitments and Contingencies in the Notes to Consolidated Finan-
cial Statements.
The Company is continuing to pursue certain changes to rates and
rate structures that are intended to reduce the sensitivity of
earnings to weather including weather normalization clauses and
higher minimum monthly service charges. Southern Union Gas has
weather normalization clauses in Austin, certain El Paso service
area cities, Port Arthur, Galveston and in two other service
areas in Texas. These clauses allow for the adjustments that
help stabilize customers' monthly bills and the Company's
earnings from the varying effects of weather.
Year 2000 Similar to all business entities, the Company will be
- - ---------
impacted by the inability of computer application software pro-
grams to distinguish between the year 1900 and 2000 due to a
commonly-used programming convention. Unless such programs are
modified or replaced prior to 2000, calculations and interpreta-
tions based on date-based arithmetic or logical operations per-
formed by such programs may be incorrect.
Management's plan addressing the impact of the Year 2000 issue on
the Company focuses on the following areas: application systems,
process control systems (embedded chips), technology infrastruc-
ture, physical infrastructure, and third party business partners
and suppliers with which the Company has significant relation-
ships. Management's analysis and review of these areas is com-
prised primarily of five phases: developing an inventory of
hardware, software and embedded chips; assessing the degree to
which each area is currently in compliance with Year 2000
requirements; performing renovations and repairs as needed to
attain compliance; testing to ensure compliance; and developing a
contingency plan if repair and renovation efforts are either
unsuccessful or untimely.
Management has substantially completed the inventory and assess-
ment phases regarding application systems, process control sys-
tems and technology infrastructure, and is performing
renovations, repairs and testing of the former two categories.
The review of physical infrastructure and business partners, gas
transporters and suppliers is in the inventory stage. While the
Company anticipates that any additional inventory and assessment
efforts will be completed by the end of calendar year 1998,
renovation, repair and testing of affected areas will continue
through calendar year 1999. Costs incurred to date have pri-
marily consisted of labor from the redeployment of existing
information technology, legal and operational resources. The
Company expects to spend approximately $3 million for these Year
2000 compliance efforts. To the extent that such costs are
incurred in Year 2000 compliance efforts, the Company will
attempt recovery for such costs through regulatory relief.
In addition to the activities described above, the Company is
currently replacing some of its financial and operating software
programs with new programs that will be Year 2000 compliant.
These new programs have significantly reduced the costs the Com-
pany expects to incur to become Year 2000 compliant. However,
the Company has formed a contingency team to develop a work plan
in the event that such programs are not fully operational by the
end of calendar year 1999. The costs associated with this effort
are being evaluated and cannot yet be determined. Although the
Company does not presently anticipate a material business inter-
ruption as a result of the Year 2000, the worst case scenario if
all of the Company's Year 2000 efforts failed, including the
failure of third party providers to deliver services, could
result in daily lost revenues of approximately $3,200,000. This
estimate is based on historical revenues recognized in the month
of January.
Accounting Pronouncements The Financial Accounting Standards
- - -------------------------
Board (FASB) recently issued Employers' Disclosures about Pen-
sions and Other Postretirement Benefits which revises employers'
disclosures about pension and other postretirement benefit plans.
The Company is required to adopt the provisions of this standard
by June 30, 1999.
The FASB also issued Reporting Comprehensive Income and Disclo-
sures about Segments of an Enterprise and Related Information,
which establish procedures for reporting and display of compre-
hensive income and its components, and certain disclosures about
segment information in interim and annual financial statements
and related information about products, services, geographic
areas and major customers, respectively. The Company will adopt
the provisions of these standards for the fiscal year ending
June 30, 1999, but does not expect the adoption thereof to have a
material effect on the Company's financial position, results of
operations or cash flows.
See the Notes to Consolidated Financial Statements for other
accounting pronouncements followed by the Company.
Cautionary Statement Regarding Forward-Looking Information This
- - ----------------------------------------------------------
Management's Discussion and Analysis of Results of Operations and
Financial Condition and other sections of this Annual Report on
Form 10-K contain forward-looking statements that are based on
current expectations, estimates and projections about the indus-
try in which the Company operates, management's beliefs and
assumptions made by management. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "esti-
mates," variations of such words and similar expressions are
intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions, which are difficult
to predict and many of which are outside the Company's control.
Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking state-
ments. The Company undertakes no obligation to update publicly
any forward-looking statements, whether as a result of new
information, future events or otherwise. Readers are cautioned
not to put undue reliance on such forward-looking statements.
Stockholders may review the Company's reports filed in the future
with the Securities and Exchange Commission for more current
descriptions of developments that could cause actual results to
differ materially from such forward-looking statements.
Factors that could cause or contribute to actual results dif-
fering materially from such forward-looking statements include
the following: cost of gas; gas sales volumes; weather condi-
tions in the Company's service territories; the achievement of
operating efficiencies and the purchases and implementation of
new technologies for attaining such efficiencies; impact of rela-
tions with labor unions of bargaining-unit employees; the receipt
of timely and adequate rate relief; the outcome of pending and
future litigation; governmental regulations and proceedings af-
fecting or involving the Company; and the nature and impact of
any extraordinary transactions such as any acquisition or dives-
titure of a business unit or any assets. These are representa-
tive of the factors that could affect the outcome of the
forward-looking statements. In addition, such statements could
be affected by general industry and market conditions, and
general economic conditions, including interest rate fluctua-
tions, federal, state and local laws and regulations affecting
the retail gas industry or the energy industry generally, and
other factors.
ITEM 8. Financial Statements and Supplementary Data.
Reference is made to the Consolidated Financial Statements of
Southern Union and subsidiaries beginning with the index thereto
on page F-1.
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
<PAGE>
PART III
ITEM 10. Directors and Executive Officers of Registrant.
There is incorporated in this Item 10 by reference the informa-
tion in the Company's definitive proxy statement for the 1998
Annual Meeting of Stockholders under the captions Board of Direc-
tors -- Board Size and Composition and Executive Officers and
Compensation -- Executive Officers Who Are Not Directors.
ITEM 11. Executive Compensation.
There is incorporated in this Item 11 by reference the informa-
tion in the Company's definitive proxy statement for the 1998
Annual Meeting of Stockholders under the captions Executive
Officers and Compensation -- Executive Compensation and Certain
Relationships.
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management.
There is incorporated in this Item 12 by reference the informa-
tion in the Company's definitive proxy statement for the 1998
Annual Meeting of Stockholders under the caption Security Owner-
ship.
ITEM 13. Certain Relationships and Related Transactions.
There is incorporated in this Item 13 by reference the informa-
tion in the Company's definitive proxy statement for the 1998
Annual Meeting of Stockholders under the caption Certain Rela-
tionships.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a)(1) Financial Statements. Reference is made to the Index on
--------------------
page F-1 for a list of all financial statements filed as
part of this Report.
(a)(2) Financial Statement Schedules. All schedules are omitted
-----------------------------
as the required information is not applicable or the
information is presented in the consolidated financial
statements or related notes.
(a)(3) Exhibits. Reference is made to the Exhibit Index pre-
--------
ceding the exhibits attached hereto on page E-1 for a
list of all exhibits filed as part of this Report.
(b) Reports on Form 8-K. Southern Union filed no current
-------------------
reports on Form 8-K during the three months ended June 30,
1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Southern Union has duly caused
this report to be signed by the undersigned, thereunto duly
authorized, on September 14, 1998.
SOUTHERN UNION COMPANY
By PETER H. KELLEY
-----------------------
Peter H. Kelley
President and Chief Operating
Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of Southern Union and in the capacities indicated as of
September 14, 1998.
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
- - ----------------
Ronald J. Endres Financial Officer
DAVID J. KVAPIL Senior Vice President and Corporate
- - ---------------
David J. Kvapil Controller
(Principal Accounting Officer)
*By PETER H. KELLEY
---------------
Peter H. Kelley
Attorney-in-fact
<PAGE>
SOUTHERN UNION COMPANY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page(s)
-------
Consolidated financial statements:
Report of independent accountants....................
Consolidated statement of operations --
three years ended June 30, 1998....................
Consolidated balance sheet -- June 30, 1998 and 1997.
Consolidated statement of cash flows --
three years ended June 30, 1998....................
Consolidated statement of stockholders' equity --
three years ended June 30, 1998....................
Notes to consolidated financial statements...........
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and
Board of Directors of
Southern Union Company:
In our opinion, the accompanying consolidated balance sheet and
the related consolidated statements of operations, cash flows and
stockholders' equity present fairly, in all material respects,
the financial position of Southern Union Company and its sub-
sidiaries at June 30, 1998 and 1997, and the results of their
operations and their cash flows for each of the three years in
the period ended June 30, 1998, in conformity with generally
accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsi-
bility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements
in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed
above.
PricewaterhouseCoopers LLP
Austin, Texas
August 25, 1998
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended June 30,
----------------------------------
1998 1997 1996
---------- ---------- ----------
(thousands of dollars, except
shares and per share amounts)
Operating revenues.......... $ 669,304 $ 717,031 $ 620,391
Gas purchase costs.......... 405,580 449,188 361,539
--------- --------- ---------
Operating margin.......... 263,724 267,843 258,852
Revenue related taxes....... (34,886) (39,502) (34,886)
--------- --------- ---------
Net operating margin...... 228,838 228,341 223,966
Operating expenses:
Operating, maintenance
and general............. 107,527 109,888 107,521
Depreciation and
amortization............ 38,439 34,829 32,982
Taxes, other than on
income and revenues..... 14,205 12,154 13,659
--------- --------- ---------
Total operating
expenses.............. 160,171 156,871 154,162
--------- --------- ---------
Net operating revenues.. 68,667 71,470 69,804
--------- --------- ---------
Other income (expenses):
Interest.................. (34,884) (33,465) (35,832)
Dividends on preferred
securities of sub-
sidiary trust........... (9,480) (9,480) (9,480)
Write-off of regulatory
assets.................. (8,163) -- --
Other, net................ 4,073 2,880 11,326
--------- --------- ---------
Total other expenses,
net................... (48,454) (40,065) (33,986)
--------- --------- ---------
Earnings before income
taxes..................... 20,213 31,405 35,818
Federal and state income
taxes..................... 7,984 12,373 14,979
--------- --------- ---------
Net earnings available
for common stock.......... $ 12,229 $ 19,032 $ 20,839
========= ========= =========
Net earnings per share:
Basic..................... $ .44 $ .71 $ .78
========= ========= =========
Diluted................... $ .43 $ .68 $ .76
========= ========= =========
Weighted average shares
outstanding:
Basic................... 27,580,211 26,886,053 26,758,932
========== ========== ==========
Diluted................. 28,653,278 27,947,935 27,597,449
========== ========== ==========
See accompanying notes.
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS
June 30,
-----------------------
1998 1997
---------- ----------
(thousands of dollars)
Property, plant and equipment:
Plant in service.................... $1,057,675 $ 963,269
Construction work in progress....... 7,783 7,970
---------- ----------
1,065,458 971,239
Less accumulated depreciation and
amortization...................... (355,430) (329,182)
---------- ----------
710,028 642,057
Additional purchase cost assigned to
utility plant, net of accumulated
amortization of $27,030,000 and
$23,082,000, respectively........... 138,381 131,539
---------- ----------
Net property, plant and equipment... 848,409 773,596
Current assets:
Accounts receivable, billed and
unbilled.......................... 53,760 58,659
Inventories, principally at
average cost...................... 26,160 21,523
Investment securities............... -- 6,432
Prepayments and other............... 4,747 9,609
---------- ----------
Total current assets.............. 84,667 96,223
Deferred charges...................... 94,550 109,512
Investment securities................. 5,000 --
Real estate........................... 9,741 9,046
Other................................. 5,397 2,026
---------- ----------
Total assets........................ $1,047,764 $ 990,403
========== ==========
See accompanying notes.
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Continued)
STOCKHOLDERS' EQUITY AND LIABILITIES
June 30,
-----------------------
1998 1997
---------- ----------
(thousands of dollars)
Common stockholders' equity:
Common stock, $1 par value;
authorized 50,000,000 shares;
issued 28,252,186 shares at
June 30, 1998.................... $ 28,252 $ 17,171
Premium on capital stock........... 252,638 225,252
Less treasury stock:
51,625 shares at cost............ (794) (794)
Retained earnings.................. 16,738 25,169
Unrealized holding gain............ -- 664
---------- ----------
296,834 267,462
Company-obligated mandatorily
redeemable preferred securities
of subsidiary trust holding
solely subordinated notes of
Southern Union..................... 100,000 100,000
Long-term debt and capital lease
obligation......................... 406,407 386,157
---------- ----------
Total capitalization............. 803,241 753,619
Current liabilities:
Long-term debt and capital lease
obligation due within one year... 1,777 687
Notes payable...................... 1,600 1,600
Accounts payable................... 26,570 33,827
Federal, state and local taxes..... 14,017 13,699
Accrued interest................... 12,699 12,840
Customer deposits.................. 17,686 17,214
Deferred gas purchase costs........ 12,257 3,565
Other.............................. 21,095 22,291
---------- ----------
Total current liabilities........ 107,701 105,723
Deferred credits and other........... 74,217 77,083
Accumulated deferred income taxes.... 62,605 53,978
Commitments and contingencies........ -- --
---------- ----------
Total stockholders' equity
and liabilities................ $1,047,764 $ 990,403
========== ==========
See accompanying notes.
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended June 30,
----------------------------
1998 1997 1996
-------- -------- --------
(thousands of dollars
Cash flows from operating
activities:
Net earnings.................. $ 12,229 $ 19,032 $ 20,839
Adjustments to reconcile net
earnings to net cash flows
from operating activities:
Depreciation and
amortization............ 38,439 34,829 32,982
Deferred income taxes..... 6,363 7,340 9,413
Provision for bad debts... 5,461 11,298 5,535
Write-off of regulatory
assets.................. 8,163 -- --
Deferred interest
expense................. (1,671) (3,729) (5,664)
Gain on sale of invest-
ment securities......... (1,088) (2,545) --
Gain on sale of various
operations.............. -- -- (2,300)
Other..................... 1,447 1,077 621
Changes in assets and
liabilities, net of
acquisitions and
dispositions:
Accounts receivable,
billed and unbilled. 132 (22,111) (17,743)
Accounts payable...... (7,066) (6,978) 10,048
Taxes and other
liabilities......... 146 (2,975) 11,021
Customer deposits..... 201 1,558 1,489
Deferred gas purchase
costs............... 8,693 6,215 4,991
Inventories........... (4,361) 5,691 (3,607)
Other................. 1,169 (708) (160)
-------- -------- --------
Net cash flows from
operating activities.... 68,257 47,994 67,465
-------- -------- --------
Cash flows from (used in)
investing activities:
Additions to property, plant
and equipment............... (77,018) (64,463) (59,376)
Acquisition of operations,
net of cash received........ 6,502 (1,861) --
Purchase of investment
securities.................. (5,000) (5,363) (10,763)
Litigation settlement
proceeds.................... -- -- 4,250
Maturity of short-term
investments................. -- -- 19,582
Increase in customer advances. 3,562 2,470 3,547
Increase (decrease) in
deferred charges and
credits..................... (1,786) 6 (3,811)
Proceeds from sale of
various operations.......... -- 1,130 14,770
Proceeds from sale of land.... -- 1,096 --
Proceeds from sale of
investment securities....... 6,531 13,327 --
Other......................... 1,575 (357) 342
-------- -------- --------
Net cash flows used in
investing activities...... (65,634) (54,015) (31,459)
-------- -------- --------
Cash flows from (used in)
financing activities:
Repayment of debt and
capital lease obligation.... (1,309) (640) (72,790)
Net borrowings under
revolving credit facility... -- 1,600 --
Increase (decrease) in cash
overdrafts.................. (945) 1,567 --
Other......................... (369) 607 656
-------- -------- --------
Net cash flows from (used
in) financing activities.. (2,623) 3,134 (72,134)
-------- -------- --------
Decrease in cash and cash
equivalents..................... -- (2,887) (36,128)
Cash and cash equivalents at
beginning of year............... -- 2,887 39,015
-------- -------- --------
Cash and cash equivalents at
end of year..................... $ -- $ -- $ 2,887
======== ======== ========
Cash paid for interest, net of amounts capitalized, in 1998, 1997
and 1996 was $33,997,000, $32,282,000 and $36,893,000, respec-
tively. Cash paid for income taxes in 1998, 1997 and 1996 was
$4,511,000, $5,871,000 and $11,000, respectively.
See accompanying notes.
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Trea- Unrea-
Common Premium sury lized
Stock, on Stock, Holding
$1 Par Capital at Retained Gain
Value Stock Cost Earnings (Loss) Total
------- -------- ------ -------- -------- ---------
(thousands of dollars)
Balance
July 1,
1995....... $11,570 $198,819 $(794) $ 16,069 $ -- $225,664
Net earn-
ings..... -- -- -- 20,839 -- 20,839
5% stock
dividend. 576 10,701 -- (11,277) -- --
Four-for-
three
stock
split.... 4,054 (4,054) -- -- -- --
Change in
unrea-
lized
holding
gain or
loss..... -- -- -- -- (1,244) (1,244)
Exercise
of stock
options.. 75 581 -- -- -- 656
------- -------- ----- -------- ------- --------
Balance
June 30,
1996....... 16,275 206,047 (794) 25,631 (1,244) 245,915
Net earn-
ings..... -- -- -- 19,032 -- 19,032
5% stock
dividend. 813 18,681 -- (19,494) -- --
Change in
unrea-
lized
holding
gain or
loss..... -- -- -- -- 1,908 1,908
Exercise
of stock
options.. 83 524 -- -- -- 607
------- -------- ----- -------- ------- --------
Balance
June 30,
1997....... 17,171 225,252 (794) 25,169 664 267,462
Net earn-
ings..... -- -- -- 12,229 -- 12,229
5% stock
dividend. 856 19,802 -- (20,658) -- --
Three-for-
two stock
split.... 9,400 (9,400) -- (2) -- (2)
Issuance
of stock
for acqui-
sition... 756 17,285 -- -- -- 18,041
Change in
unrea-
lized
holding
gain or
loss..... -- -- -- -- (664) (664)
Exercise
of stock
options.. 69 (301) -- -- -- (232)
------- -------- ----- -------- ------ --------
Balance
June 30,
1998....... $28,252 $252,638 $(794) $ 16,738 $ -- $296,834
======= ======== ===== ======== ====== ========
See accompanying notes.
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
I Summary of Significant Accounting Policies
Operations Southern Union Company (Southern Union and, together
- - ----------
with its wholly-owned subsidiaries, the Company), is a public
utility primarily engaged in the distribution and sale of natural
gas to residential, commercial and industrial customers. Sub-
sidiaries of Southern Union also market natural gas to end-users,
distribute propane, operate natural gas pipeline systems and sell
commercial gas air conditioning and other gas-fired engine-driven
applications. Certain subsidiaries own or hold interests in real
estate and other assets, which are primarily used in the Com-
pany's utility business. Substantial operations of the Company
are subject to regulation.
Principles of Consolidation The consolidated financial state-
- - ---------------------------
ments include the accounts of Southern Union and its wholly-owned
subsidiaries. All significant intercompany accounts and transac-
tions are eliminated in consolidation. All dollar amounts in the
tables herein, except per share amounts, are stated in thousands
unless otherwise indicated.
Gas Utility Revenues and Gas Purchase Costs Gas utility custo-
- - -------------------------------------------
mers are billed on a monthly-cycle basis. The related cost of
gas is matched with cycle-billed revenues through operation of
purchased gas adjustment provisions in tariffs approved by the
regulatory agencies having jurisdiction. Revenues from gas
delivered but not yet billed are accrued, along with the related
gas purchase costs and revenue-related taxes. The distribution
and sale of natural gas in Texas and Missouri contributed in
excess of 85% of the Company's total revenue, net earnings and
identifiable assets in both 1998 and 1997. Four suppliers
provided 45%, 44% and 43% of the Company's gas purchases in 1998,
1997 and 1996, respectively.
Credit Risk Concentrations of credit risk in trade receivables
- - -----------
are limited due to the large customer base with relatively small
individual account balances. In addition, Company policy
requires a deposit from certain customers. The Company has
recorded an allowance for doubtful accounts totaling $8,488,000,
$10,986,000, $4,000,000 and $2,100,000 at June 30, 1998, 1997,
1996 and 1995, respectively. The allowance for doubtful accounts
is increased for estimated uncollectible accounts and reduced for
the write-off of trade receivables.
Fair Value of Financial Instruments The carrying amounts
- - -----------------------------------
reported in the balance sheet for cash and cash equivalents,
accounts receivable, accounts payable and notes payable approxi-
mates their fair value. The fair value of the Company's invest-
ment securities and long-term debt is estimated using current
market quotes and other estimation techniques.
Inventories Inventories consist of natural gas in underground
- - -----------
storage and materials and supplies. Natural gas in underground
storage of $20,545,000 and $17,171,000 at June 30, 1998 and 1997,
respectively, consists of 9,118,000 and 7,785,000 British thermal
units, respectively.
Earnings Per Share The Financial Accounting Standards Board
- - ------------------
(FASB) recently issued a standard, Earnings Per Share, which
replaces the previously reported primary and fully diluted
earnings per share with a basic and diluted earnings per share
presentation. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options and warrants.
Diluted earnings per share is very similar to the previously
reported fully diluted earnings per share. All earnings per
share amounts for all periods have been presented, and where
necessary, restated to conform to the new standard. All share
and per share data have been restated for all stock dividends and
stock splits unless otherwise stated.
New Pronouncements The FASB recently issued Employers' Disclo-
- - ------------------
sures about Pensions and Other Postretirement Benefits which
revises employers' disclosures about pension and other post-
retirement benefit plans. The Company is required to adopt the
provisions of this standard by June 30, 1999.
The FASB also issued Reporting Comprehensive Income and Disclo-
sures about Segments of an Enterprise and Related Information,
which establish procedures for reporting and display of compre-
hensive income and its components, and certain disclosures about
segment information in interim and annual financial statements
and related information about products, services, geographic
areas and major customers, respectively. The Company will adopt
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
the provisions of these standards for the fiscal year ending
June 30, 1999, but does not expect the adoption thereof to have a
material effect on the Company's financial position, results of
operations or cash flows.
Use of Estimates The preparation of financial statements in con-
- - ----------------
formity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
II Acquisitions and Divestiture
Effective December 31, 1997, the Company acquired Atlantic
Utilities Corporation and Subsidiaries (Atlantic) for 755,650
pre-split shares of common stock valued at $18,041,000 and cash
of $4,436,000. Atlantic is operated as South Florida Natural
Gas, a natural gas division of Southern Union, and Atlantic Gas
Corporation, a propane subsidiary of the Company. Atlantic cur-
rently serves 4,800 customers in central Florida. The assets of
Atlantic were included in the Company's consolidated balance
sheet at January 1, 1998 as well as Atlantic's results of opera-
tions which have been included in the Company's statements of
consolidated operations and cash flows since January 1, 1998.
On the date of acquisition, Atlantic had $11,683,000 of cash and
cash equivalents. The acquisition was accounted for using the
purchase method. The additional purchase cost to be assigned to
utility plant, pending final determination of the fair value of
the assets acquired and liabilities assumed, of approximately
$10,000,000 reflects the excess of the purchase price over the
historical book carrying value of the net assets acquired. The
additional purchase cost is amortized on a straight-line basis
over forty years.
On July 23, 1997 two subsidiaries of Southern Union acquired a
42% equity ownership in a natural gas distribution company and
other related operations currently serving 17,500 customers in
Piedras Negras, Mexico for $2,700,000. This system is across the
border from the Company's Eagle Pass, Texas service area. On
September 8, 1997, the Company purchased a 45-mile intrastate
pipeline, which will augment the Company's gas supply to the city
of Eagle Pass and, subject to necessary regulatory approvals,
ultimately Piedras Negras.
On August 30, 1996, SUPro Energy Company, a wholly-owned sub-
sidiary of the Company, purchased certain propane distribution
operations in El Paso, Texas and on June 30, 1997, acquired
propane operations located in and around Alpine, Texas. These
acquisitions which serve 3,600 customers were for $1,861,000 in
cash and the assumption of $1,475,000 in long-term debt.
On May 1, 1996, Southern Union Company sold certain gas distribu-
tion operations of the Company in the Texas and Oklahoma Pan-
handles and Western Gas Interstate Company (WGI), a former
wholly-owned subsidiary of the Company, exclusive of the Del
Norte interconnect operation which transports natural gas into
Mexico, for $15,900,000.
III Write-Off of Regulatory Assets
During 1998, the Company was impacted by pre-tax non-cash write-
offs totaling $8,163,000 of previously recorded regulatory
assets. Pursuant to a 1989 Missouri Public Service Commission
(MPSC) order, Missouri Gas Energy is engaged in a major gas
safety program. In connection with this program, the MPSC issued
an accounting authority order in 1994 which authorized Missouri
Gas Energy to defer carrying costs at a rate of 10.54%. The MPSC
rate order of January 22, 1997, however, retroactively reduced
the 10.54% carrying cost rate used since early 1994 to an Allow-
ance for Funds Used During Construction (AFUDC) rate of approxi-
mately 6%. The Company filed an appeal of this portion of the
rate order in the Missouri State Court of Appeals, Western
District, and on August 18, 1998 was notified that the appeal was
denied. This resulted in a one-time non-cash write-off of
$5,942,000 of previously deferred costs as of June 30, 1998. See
Commitments and Contingencies.
On August 21, 1998, Missouri Gas Energy was notified by the MPSC
of its decision to grant a rate increase which, among other
things, disallowed certain previously recorded deferred costs
associated with the rate filing, requiring an additional pre-tax
non-cash write-off of $2,221,000. Though the Company has
requested a rehearing on significant
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
portions of these disallowances, generally accepted accounting
principles require the Company to immediately record this charge
to earnings which Southern Union did as of June 30, 1998.
IV Other Income, Net
Other income of $4,073,000 in 1998 included: $1,671,000 related
to the deferral of interest and other expenses associated with
the Missouri Gas Energy Safety Program; realized gains on the
sale of investment securities of $1,088,000; and net rental
income of Lavaca Realty Company (Lavaca Realty), the Company's
real estate subsidiary, of $1,119,000.
Other income of $2,880,000 in 1997 included: $3,729,000 related
to the deferral of interest and other expenses associated with
the Missouri Gas Energy Safety Program; realized gains on the
sale of investment securities of $2,545,000; and net rental
income of Lavaca Realty, of $1,329,000. This was partially
offset by $2,125,000 for the settlement of complaints brought by
the Missouri Office of Public Counsel and the Missouri Public
Service Commission (MPSC) for certain billing errors primarily
from the 1996/1997 winter heating season; the write-off of
$1,750,000 of acquisition-related costs as a result of termina-
tion of various acquisition activities; and a $257,000 expense
associated with the donation of emissions analysis equipment and
software to a Texas university.
Other income of $11,326,000 in 1996 included: $5,664,000 related
to the deferral of interest and other expenses associated with
the Missouri Gas Energy Safety Program; $2,300,000 pre-tax gain
on the sale of WGI and other operations; investment interest and
interest on notes receivable of $2,051,000; net rental income of
Lavaca Realty of $1,392,000; and $1,581,000 in net gains from the
repurchase of Senior Notes. This was partially offset by losses
of $470,000 on the sale of undeveloped real estate.
V Cash Flow Information
The Company considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents.
Short-term investments are highly liquid investments with maturi-
ties of more than three months when purchased, and are carried at
cost, which approximates market. The Company places its tempo-
rary cash investments with a high credit quality financial insti-
tution which, in turn, invests the temporary funds in a variety
of high-quality short-term financial securities.
Under the Company's cash management system, checks issued but not
presented to banks frequently result in overdraft balances for
accounting purposes and are classified in accounts payable in the
consolidated balance sheet.
VI Earnings Per Share
During the three-year period ended June 30, 1998, no adjustments
were required in net earnings available for common stock for the
earnings per share calculations. Average shares outstanding for
basic earnings per share were 27,580,211, 26,886,053 and
26,758,932 for the year ended June 30, 1998, 1997 and 1996,
respectively. Diluted earnings per share includes average
shares outstanding as well as common stock equivalents from
stock options and warrants. Common stock equivalents were
1,073,067, 1,061,882 and 838,517 for the year ended June 30, 1998,
1997 and 1996, respectively.
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
VII Property, Plant and Equipment
Plant Plant in service and construction work in progress are
- - -----
stated at original cost net of contributions in aid of construc-
tion. The cost of additions includes an allowance for funds used
during construction and applicable overhead charges. Gain or
loss is recognized upon the disposition of significant utility
properties and other property constituting operating units. Gain
or loss from minor dispositions of property is charged to accumu-
lated depreciation and amortization. The Company capitalizes the
cost of significant internally-developed computer software sys-
tems and amortizes the cost over the expected useful life. See
Debt and Capital Lease.
June 30,
----------------------
1998 1997
---------- ----------
Distribution plant...................... $ 984,580 $ 919,998
General plant........................... 106,444 74,375
Other................................... 16,172 15,872
---------- ----------
Total plant......................... 1,107,196 1,010,245
Less contributions in aid of
construction.......................... (49,521) (46,976)
---------- ----------
Plant in service.................... 1,057,675 963,269
Construction work in progress........... 7,783 7,970
---------- ----------
1,065,458 971,239
Less accumulated depreciation and
amortization......................... (355,430) (329,182)
---------- ----------
710,028 642,057
Additional purchase cost assigned to
utility plant, net.................... 138,381 131,539
---------- ----------
Net property, plant and equipment... $ 848,409 $ 773,596
========== ==========
Acquisitions of rate-regulated entities are recorded at the his-
torical book carrying value of utility plant. On December 31,
1997, Atlantic was acquired in which historical utility plant and
equipment had a cost and accumulated depreciation and amortiza-
tion of $5,253,000 and $2,540,000, respectively. Additional pur-
chase cost assigned to utility plant is the excess of the
purchase price over the book carrying value of the net assets
acquired. In general, the Company has not been allowed recovery
of additional purchase cost assigned to utility plant in rates.
Periodically, the Company evaluates the carrying value of its
additional purchase cost assigned to utility plant, long-lived
assets, capital leases and other identifiable intangibles by com-
paring the anticipated future operating income from the busi-
nesses giving rise to the respective asset with the original cost
or unamortized balance. No impairment has been indicated or is
expected at June 30, 1998.
Depreciation and Amortization Depreciation of utility plant is
- - -----------------------------
provided at an average straight-line rate of approximately 3% per
annum of the cost of such depreciable properties less applicable
salvage. Franchises are amortized over their respective lives.
Depreciation and amortization of other property is provided at
straight-line rates estimated to recover the costs of the
properties, after allowance for salvage, over their respective
lives. Internally-developed computer software system costs are
amortized over various regulatory-approved periods. Amortization
of additional purchase cost assigned to utility plant is provided
on a straight-line basis over forty years unless the Company's
regulators have provided for the recovery of the additional
purchase cost in rates, in which case the Company's policy is to
utilize the amortization period which follows the rate recovery
period.
Depreciation of property, plant and equipment in 1998, 1997, and
1996 was $34,477,000, $31,051,000 and $29,264,000, respectively.
VIII Investment Securities
At June 30, 1998, all securities owned by the Company are
accounted for under the cost method. These securities consist of
preferred stock in a non-public company. Realized gains and
losses on sales of investments, as determined
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
on a specific identification basis, are included in the Consoli-
dated Statement of Operations when incurred, and dividends are
recognized as income when received.
At June 30, 1997, all securities owned by the Company were clas-
sified as available for sale. Accordingly, these securities are
stated at fair value, with unrealized gains and losses reported
in a separate component of common stockholders' equity. As of
June 30, 1997, investment securities consisted of common stock
with a specific cost of $5,443,000 and a fair value of
$6,432,000. The unrealized holding gain, net of related income
taxes and included as a separate component of common stock-
holders' equity, totaled, $643,000.
As of June 30, 1997, the Company had short sales of investment
securities and recorded a prepayment for the anticipated proceeds
of $6,599,000. The related payable of $6,566,000, based on fair
value of the investment securities, was recorded in other current
liabilities. The unrealized holding gain, net of related income
taxes and included as a separate component of common stock-
holders' equity, totaled $21,000 at June 30, 1997.
IX Stockholders' Equity
Stock Splits and Dividends On December 10, 1997, December 10,
- - --------------------------
1996 and November 27, 1995, Southern Union distributed its annual
5% common stock dividend to stockholders of record on
November 21, 1997, November 22, 1996 and November 15, 1995,
respectively. A portion of the 5% stock dividend distributed on
November 27, 1995 was characterized as a distribution of capital
due to the level of the Company's retained earnings available for
distribution as of the declaration date. On July 13, 1998,
Southern Union distributed a three-for-two stock split in the
form of a 50% stock dividend to stockholders of record on
June 30, 1998. On March 11, 1996, the Company distributed a
four-for-three stock split in the form of a 33 % stock dividend,
to stockholders of record on February 23, 1996. Unless otherwise
stated, all per share and share data included herein have been
restated to give effect to the dividends and splits.
Common Stock The Company maintains its 1992 Long-Term Stock In-
- - ------------
centive Plan (1992 Plan) under which options to purchase
3,313,690 shares were provided to be granted to officers and key
employees at prices not less than the fair market value on the
date of grant. The 1992 Plan allows for the granting of stock
appreciation rights, dividend equivalents, performance shares and
restricted stock. The Company also had an incentive stock option
plan (1982 Plan) which provided for the granting of 787,500
options, until December 31, 1991. Upon exercise of an option
granted under the 1982 Plan, the Company may elect, instead of
issuing shares, to make a cash payment equal to the difference at
the date of exercise between the option price and the market
price of the shares as to which such option is being exercised.
Options granted under both the 1992 Plan and the 1982 Plan are
exercisable for periods of ten years from the date of grant or
such lesser period as may be designated for particular options,
and become exercisable after a specified period of time from the
date of grant in cumulative annual installments. Options
typically vest 20% per year for five years but may be a lesser or
greater period as designated for particular options.
The Company accounts for its incentive plans under an Accounting
Principles Board opinion, Accounting for Stock Issued to
Employees. As a result, the Company recorded no compensation
expense for 1998, 1997 and 1996. During 1997, the Company
adopted the FASB standard, Accounting for Stock-Based Compensa-
tion, for footnote disclosure purposes only. Had compensation
cost for these incentive plans been determined consistent with
this standard, the Company's net income and diluted earnings per
share would have been $11,141,000 and $.39, respectively, in
1998, $18,489,000 and $.66, respectively, in 1997 and $20,616,000
and $.75, respectively, in 1996. Because this standard has not
been applied to options granted prior to July 1, 1995, the
resulting pro forma compensation cost may not be representative
of that to be expected in future years.
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of each option is estimated on the date of grant
using the Black-Scholes option-pricing model with the following
assumptions used for grants in 1998, 1997 and 1996, respectively:
dividend yield of nil for all years; volatility of 19.5%, 21% and
25%; risk-free interest rate of 5.5%, 6.2% and 6.6%; and expected
life outstanding of 5.5 to 7.2 years, 5.5 to 7.2 years and 3.5 to
7.0 years.
1992 Plan 1982 Plan
-------------------- --------------------
Weighted Weighted
Shares Average Shares Average
Under Exercise Under Exercise
Option Price Option Price
--------- -------- --------- --------
Outstanding July 1,
1995.............. 1,039,315 $ 5.93 595,261 $ 3.39
Granted......... 475,928 9.68 -- --
Exercised....... (56,160) 5.47 (105,835) 3.36
Canceled........ (74,820) 6.67 -- --
--------- ---------
Outstanding June 30,
1996.............. 1,384,263 7.20 489,426 3.39
Granted......... 446,235 14.47 -- --
Exercised....... (55,494) 6.26 (77,653) 3.39
Canceled........ (11,938) 7.25 -- --
--------- ---------
Outstanding June 30,
1997.............. 1,763,066 9.07 411,773 3.39
Granted......... 674,555 18.66 -- --
Exercised....... (77,081) 4.93 (80,961) 3.39
Canceled........ (19,622) 13.87 -- --
--------- ---------
Outstanding June 30,
1998.............. 2,340,918 11.93 330,812 3.39
========= =========
The following table summarizes information about stock options
outstanding under the 1992 Plan at June 30, 1998:
Options
Options Outstanding Exercisable
- - ---------------------------------------------- ----------------
Weighted
Average Weighted Weighted
Remaining Average Number Average
Range of Number of Contractual Exercise of Exercise
Exercise Prices Options Life Price Options Price
- - --------------- --------- ----------- -------- ------- --------
$ 0.00 - $ 5.00 371,787 4.3 years $ 4.27 371,787 $ 4.27
5.01 - 10.00 798,248 6.5 years 8.53 455,673 8.16
10.01 - 15.00 483,636 8.3 years 13.93 109,134 13.54
15.01 - 20.00 682,285 9.9 years 18.60 -- --
20.01 - 25.00 4,962 5.0 years 20.53 -- --
--------- -------
2,340,918 936,594
========= =======
The shares exercisable under the 1992 Plan and the corresponding
weighted average exercise price at June 30, 1998, 1997 and 1996
were 936,594 at $7.24; 686,598 at $6.12; and 464,573 at $5.55,
respectively. The shares exercisable under the 1982 Plan and
the corresponding weighted average exercise price at June 30,
1998, 1997 and 1996 were 330,812 at $3.39; 411,773 at $3.39; and
489,426 at $3.39, respectively. The weighted average remaining
contractual life of options outstanding under the 1982 Plan at
June 30, 1998 was 1.9 years. There were 768,720 shares available
for future option grants under the 1992 Plan at June 30, 1998.
No shares were available for future option grants under the 1982
Plan at June 30, 1998.
On February 10, 1994, Southern Union granted a warrant which
expires on February 10, 2004, to purchase up to 91,162 shares of
Common Stock at an exercise price of $7.61 to the Company's
outside legal counsel.
Retained Earnings Under the most restrictive provisions in
- - -----------------
effect, as a result of the sale of Senior Notes, Southern Union
will not declare or pay any cash or asset dividends on common
stock (other than dividends and distributions payable solely in
shares of its common stock or in rights to acquire its common
stock) or acquire or retire any shares of Southern Union's common
stock, unless no event of default exists and the Company meets
certain financial
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ratio requirements. In addition, Southern Union's charter
relating to the issuance of preferred stock limits the payment of
cash or asset dividends on capital stock.
X Preferred Securities of Subsidiary Trust
On May 17, 1995, Southern Union Financing I (Subsidiary Trust), a
consolidated wholly-owned subsidiary of Southern Union, issued
$100,000,000 of 9.48% Trust Originated Preferred Securities (Pre-
ferred Securities). In connection with the Subsidiary Trust's
issuance of the Preferred Securities and the related purchase by
Southern Union of all of the Subsidiary Trust's common securities
(Common Securities), Southern Union issued to the Subsidiary
Trust $103,092,800 principal amount of its 9.48% Subordinated
Deferrable Interest Notes, due 2025 (Subordinated Notes). The
sole assets of the Subsidiary Trust are the Subordinated Notes.
The interest and other payment dates on the Subordinated Notes
correspond to the distribution and other payment dates on the
Preferred Securities and the Common Securities. Under certain
circumstances, the Subordinated Notes may be distributed to
holders of the Preferred Securities and holders of the Common
Securities in liquidation of the Subsidiary Trust. The Subordi-
nated Notes are redeemable at the option of the Company on or
after May 17, 2000, at a redemption price of $25 per Subordinated
Note plus accrued and unpaid interest. The Preferred Securities
and the Common Securities will be redeemed on a pro rata basis to
the same extent as the Subordinated Notes are repaid, at $25 per
Preferred Security and Common Security plus accumulated and
unpaid distributions. Southern Union's obligations under the
Subordinated Notes and related agreements, taken together, con-
stitute a full and unconditional guarantee by Southern Union of
payments due on the Preferred Securities. As of June 30, 1998
and 1997, 4,000,000 shares of Preferred Securities were out-
standing.
XI Debt and Capital Lease
June 30,
------------------
1998 1997
-------- --------
7.60% Senior Notes, due 2024................. $384,515 $384,515
Other........................................ 23,669 2,329
-------- --------
Total long-term debt......................... $408,184 $386,844
======== ========
The maturities of long-term debt for each of the next five years
ending June 30 are: 1999 -- $1,777,000; 2000 -- $1,632,000; 2001
- - -- $1,734,000; 2002 -- $1,852,000; 2003 -- $12,159,000 and
thereafter -- $389,030,000.
Senior Notes On January 31, 1994, Southern Union completed the
- - ------------
sale of the $475,000,000, 7.60% Senior Debt Securities (Senior
Notes). The net proceeds from the sale, together with the net
proceeds from a $50,000,000 common stock subscription rights
offering (Rights Offering) completed on December 31, 1993 and
working capital from operations, were used to: (i) fund the
acquisition of Missouri Gas Energy; (ii) repay $59,300,000 of
borrowings under the revolving credit facility; and (iii) refin-
ance $105,000,000 aggregate principal amount of various notes and
debentures and the related premiums of $13,700,000 resulting from
the early extinguishment of such notes and debentures.
During 1996, $75,485,000 of Senior Notes were repurchased at
prices ranging from $922 to $985 per $1,000 note resulting in a
net pre-tax gain of $1,581,000. Debt issuance costs and premiums
on the early extinguishment of debt are accounted for in
accordance with that required by its various regulatory bodies
having jurisdiction over the Company's operations. The Company
recognizes gains or losses on the early extinguishment of debt to
the extent it is provided for by its regulatory authorities and
in some cases such gains or losses are deferred and amortized
over the term of the new or replacement debt issues.
The Senior Notes traded at $1,061 and $1,026 (per $1,000 note) on
June 30 and July 31, 1998, respectively, as quoted by a major
brokerage firm. The carrying amount of long-term debt at
June 30, 1998 and 1997 was $408,184,000 and $386,844,000,
respectively. The fair value of long-term debt at June 30, 1998
and 1997 was $431,628,000 and $373,770,000, respectively.
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Capital Lease The Company began installing an Automated Meter
- - -------------
Reading (AMR) system at Missouri Gas Energy during fiscal year
1998 which was substantially completed in first quarter of fiscal
year 1999. The installation of the AMR system involved an
investment of $30,550,000 which is accounted for as a capital
lease obligation. During 1998, the Company recorded an increase
in plant and long-term debt of $22,151,000. As of June 30, 1998,
the capital lease obligation outstanding was $21,652,000. This
system will improve meter reading accuracy and provide electronic
accessibility to meters in residential customers' basements,
thereby assisting in the reduction of the number of estimated
bills. Depreciation on the AMR system is provided at an average
straight-line rate of approximately 5% per annum of the cost of
such property.
Credit Facilities The Company has availability under a
- - -----------------
$100,000,000 revolving credit facility (Revolving Credit
Facility) underwritten by a syndicate of banks. The Company has
additional availability under uncommitted line of credit
facilities (Uncommitted Facilities) with various banks.
Covenants under the Revolving Credit Facility allow for up to
$35,000,000 of borrowings under Uncommitted Facilities at any one
time. Borrowings under these facilities are available for
Southern Union's working capital, letter of credit requirements
and other general corporate purposes. The facilities are uncol-
lateralized and have no borrowing base limitations as long as the
Senior Notes meet certain rating criteria. The Company may use
up to $40,000,000 of the Revolving Credit Facility to finance
future acquisitions. These facilities contain covenants with
respect to financial parameters and ratios, total debt limita-
tions, restrictions as to dividend payments, stock reacquisi-
tions, certain investments and additional liens. The facilities
expire on December 31, 1999. The Revolving Credit Facility is
subject to a commitment fee based on the rating of the Senior
Notes. As of June 30, 1998, the commitment fee was an annualized
.15% on the unused balance. The interest rate on borrowings on
the Revolving Credit Facility is calculated based on a formula
using the LIBOR or prime interest rates. The average interest
rate under the facilities was 6.1% for the years ended June 30,
1998 and 1997. A $1,600,000 balance was outstanding under the
facilities at both June 30, 1998 and 1997. A balance of
$7,400,000 was outstanding under the facilities at July 31, 1998.
XII Employee Benefits
Defined Contribution Plan The Company provides a Savings Plan
- - -------------------------
available to all employees. Since January 1, 1997, the Company
contributes $.50 of Company stock for each $1.00 contributed by a
non-Missouri Gas Energy participant up to 5% of the employee's
salary. Additionally, the Company contributes $.75 of Company
stock for each $1.00 contributed by a non-Missouri Gas Energy
participant from 6% to 10% of the employee's salary. For
Missouri Gas Energy non-union employees, the Company contributes
$.50 of Company stock for each $1.00 contributed by such a par-
ticipant up to 5% of the employee's salary and the Company con-
tributes $.75 of Company stock for each $1.00 contributed by such
a participant from 6% to 8% of the employee's salary. For
Missouri Gas Energy union employees, the Company contributes $.50
of Company stock for each $1.00 contributed by such a participant
up to 7% of the employee's salary. Company contributions are
100% vested after six years of continuous service. Company con-
tributions to the plan during 1998, 1997 and 1996, were
$1,656,000, $1,476,000 and $1,425,000, respectively.
Postemployment Benefits Certain postemployment benefits such as
- - -----------------------
disability and health care continuation coverage provided to
former or inactive employees after employment but before retire-
ment, are accrued if attributable to an employee's previously
rendered service. The Company has recorded a regulatory asset to
the extent it intends to file rate applications to include such
costs in rates and such recovery is probable. As of June 30,
1998 and 1997, the Company has recorded a regulatory asset and a
related liability of $1,343,000 and $1,100,000, respectively.
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Postretirement Benefits Other than Pensions
1998 1997 1996
------ ------ ------
Service cost of benefits earned
during the year....................... $ 278 $ 282 $ 313
Interest cost on benefit obligations.... 2,811 2,772 2,982
Actual return on plan assets............ (76) (31) (24)
Amortization of transition obligation... 224 224 224
Net amortization and deferral........... (1,432) (1,115) (195)
------ ------ ------
Net postretirement benefit cost......... $1,805 $2,132 $3,300
====== ====== ======
1998 1997
-------- --------
Accumulated postretirement benefit
obligation:
Retirees................................ $ 29,804 $ 28,713
Other fully eligible participants....... 3,410 2,424
Other active participants............... 4,850 4,811
-------- --------
Accumulated benefit obligation.............. 38,064 35,948
Plan assets at fair value................... (2,128) (863)
-------- --------
Accumulated benefit obligations in excess
of plan assets............................ 35,936 35,085
Unrecognized net transition obligation...... (3,244) (3,412)
Unrecognized prior service cost............. 1,102 1,207
Unrecognized net gain....................... 4,663 7,552
-------- --------
Accrued postretirement benefit cost......... $ 38,457 $ 40,432
======== ========
Postretirement medical and other benefit liabilities are accrued
on an actuarial basis during the years an employee provides ser-
vices. Prior to 1997, Missouri Gas Energy recorded a deferral of
postretirement medical expense in excess of cash paid per an
accounting authority order approved by the MPSC. These deferrals
were to be amortized to expense and were to be fully offset by
the net income stream generated from a company-owned life insur-
ance (COLI) plan. Legislation passed in 1996 by Congress elimi-
nated the tax advantages afforded to COLI plans, and the Missouri
Gas Energy COLI program was terminated in February 1997. Addi-
tionally, the State of Missouri passed legislation which provides
for prospective recognition by the MPSC of postretirement medical
and benefit costs on an accrual basis when funded. Amortization
of deferrals recorded prior to the termination of the COLI are
currently included in Missouri Gas Energy rates. The Company
amortizes the transition obligation over an allowed 20-year
period. Fluctuations in the stock market could impact future
plan asset investment returns and ultimately net pension expense.
The significant features of the plan include the payment of a
portion of the medical benefit costs for individuals (and their
dependents) who are: (i) employees or retirees of Missouri Gas
Energy; (ii) non-Missouri Gas Energy retirees who retired prior
to January 1, 1993; and (iii) non-Missouri Gas Energy employees
(and their dependents) who elected to retire during the first
quarter of 1993. For active non-Missouri Gas Energy employees
hired prior to January 1, 1993, benefits are provided only to
retirees and only until eligibility for Medicare (age 65). The
cost-sharing provisions for medical care benefits include an
escalation in the non-Missouri Gas Energy retirees' share of
claims obligations that is expected to follow the trend of claims
net of Medicare reimbursements. The non-Missouri Gas Energy
employees plan was amended during 1993 to substantially modify
the cost-sharing provisions to decrease the employer's share of
expected future claims and make certain other plan changes. The
plan for Missouri Gas Energy employees and retirees provides
payment of a portion of the medical benefit costs for individuals
and their dependents. The cost sharing provisions include an
escalation in the Missouri Gas Energy retirees share of claims
that is expected to follow the trend of claims net of Medicare,
subject to an overall limit on employer expenditures.
The weighted average assumed discount rate used to measure the
accumulated postretirement benefit obligation was 7.75% for the
year ended June 30, 1998 and 1997. The weighted average expected
long-term rate of return on plan assets was assumed to be 8% on
an after-tax basis. The annual assumed rate of increase in the
health care cost trend rate for 1998 was 7.25% per year,
gradually decreasing thereafter to 6% in year eight and there-
after, of the
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
projection. The health care cost trend rate assumption has a
significant effect on the amounts reported. Increasing the
assumed health care cost trend rate by one percent for each
future year would increase the aggregate of the service and in-
terest cost components of the net periodic postretirement health
care benefit cost by $34,000 and would increase the accumulated
postretirement benefit obligation for health care benefits by
$368,000. Assets held in the separate account within the retire-
ment plan include cash and bond and stock funds. Non-benefit
liabilities are limited to expenses associated with plan opera-
tion and administration.
Defined Benefit Plan The Company maintains two trusteed
- - --------------------
non-contributory defined benefit retirement plans which cover
substantially all employees. Plan A covers those Company
employees who are not employed by Missouri Gas Energy and Plan B
covers those employees who are employed by Missouri Gas Energy.
The Company funds the plans' cost in accordance with federal
regulations, not to exceed the amounts deductible for income tax
purposes. The plans' assets are invested in cash and bond and
stock funds.
Net pension expense for the years ended June 30, 1998, 1997 and
1996 consisted of the following:
Plan A Plan B
-------------------- -----------------------
1998 1997 1996 1998 1997 1996
------ ------ ------ ------- ------- -------
Service cost of
benefits
earned during
the year........ $1,431 $1,405 $1,442 $ 1,550 $ 1,509 $ 1,640
Interest cost on
projected bene-
fit obligations. 2,970 2,759 2,483 7,596 7,487 7,355
Actual return on
plan assets..... (5,693)(6,473)(4,204) (17,076)(20,797)(18,669)
Net amortization
and deferral.... 2,735 4,121 2,277 5,021 12,025 11,556
------ ------ ------ ------- ------- -------
Net pension ex-
pense (income).. $1,443 $1,812 $1,998 $(2,909)$ 224 $ 1,882
====== ====== ====== ======= ======= =======
Actuarial assump-
tions:
Weighted aver-
age discount
rate.......... 7.25% 7.75% 7.75% 7.25% 7.75% 7.75%
Rate of in-
crease in
future com-
pensation
levels........ 5.62% 5.62% 5.62% 5.8% 5.8% 5.8%
Weighted aver-
age expected
long-term rate
of return..... 8% 8% 7.75% 8% 8% 7.75%
Plan A Plan B
------------------ ------------------
1998 1997 1998 1997
-------- -------- -------- --------
Actuarial present
value of benefit
obligations:
Vested benefits..... $ 32,950 $ 29,738 $ 95,124 $ 88,541
Nonvested benefits.. 1,188 1,184 1,245 1,086
-------- -------- -------- --------
Accumulated benefit
obligations.......... 34,138 30,922 96,369 89,627
Effect of future
salary increases..... 8,056 5,933 7,447 7,113
-------- -------- -------- --------
Projected benefit
obligation........... 42,194 36,855 103,816 96,740
Plan assets at fair
value................ (41,907) (36,931) (122,318) (112,574)
-------- -------- -------- --------
Projected benefit
obligation less plan
assets............... 287 (76) (18,502) (15,834)
Unrecognized net
transition asset..... 354 427 -- --
Unrecognized prior
service cost......... (1,385) (1,515) (1,020) (1,103)
Unrecognized net gain. 4,280 4,555 17,728 17,324
-------- -------- -------- --------
Accrued retirement
plan liabilities
(assets)............. $ 3,536 $ 3,391 $ (1,794) $ 387
======== ======== ======== ========
The actuarial computations for the determination of accumulated
and projected benefit obligations are based on the projected unit
credit method. Prior service cost is being amortized on a
straight-line basis over the average remaining expected future
service of participants present at the time of amendment.
The Company also maintains a supplemental non-contributory
defined benefit retirement plan which covers certain executive
employees. The purpose of the supplemental plan is to provide
part or all of those defined benefit plan
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
benefits which are not payable to certain employees under the
primary plan. The net pension cost of the supplemental plan for
each of the three years ended June 30, 1998 was not significant.
XIII Taxes on Income
Year Ended June 30,
----------------------------
1998 1997 1996
-------- -------- --------
Current:
Federal......................... $ 1,381 $ 4,437 $ 4,960
State........................... 240 596 606
-------- -------- --------
1,621 5,033 5,566
Deferred:
Federal......................... 5,984 6,690 8,563
State........................... 379 650 850
-------- -------- --------
6,363 7,340 9,413
-------- -------- --------
Total provision................... $ 7,984 $ 12,373 $ 14,979
======== ======== ========
Deferred credits and other liabilities also include $593,000 and
$629,000 of unamortized deferred investment tax credit as of
June 30, 1998 and 1997, respectively.
Deferred income taxes result from temporary differences between
the financial statement carrying amounts and the tax basis of
existing assets and liabilities.
June 30,
------------------
1998 1997
-------- --------
Deferred tax assets:
Postretirement benefits.................. $ 1,079 $ 2,053
Bad debt reserves........................ -- 2,643
Estimated alternative minimum tax credit. 10,554 7,890
Insurance accruals....................... 3,074 2,599
Unrealized holding gain on securities.... -- (357)
Other.................................... 1,230 1,266
-------- --------
Total deferred tax assets.............. 15,937 16,094
-------- --------
Deferred tax liabilities:
Property, plant and equipment............ (65,564) (57,839)
Unamortized debt expense................. (5,270) (5,492)
Other.................................... (5,330) (3,955)
-------- --------
Total deferred tax liabilities......... (76,164) (67,286)
-------- --------
Net deferred tax liability................. (60,227) (51,192)
Less current tax assets.................... 2,378 2,786
-------- --------
Accumulated deferred income taxes.......... $(62,605) $(53,978)
======== ========
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company accounts for income taxes utilizing the liability
method which bases the amounts of current and future tax assets
and liabilities on events recognized in the financial statements
and on income tax laws and rates existing at the balance sheet
date.
Year Ended June 30,
----------------------------
1998 1997 1996
-------- -------- --------
Computed statutory tax expense
at 35%.......................... $ 7,075 $ 10,992 $ 12,536
Changes in taxes resulting from:
State income taxes, net of
federal income tax benefit.... 402 811 947
Acquisition adjustment related
to assets sold................ -- -- 1,096
Amortization of acquisition
adjustment.................... 723 724 884
Research and experimentation
credit........................ -- -- (400)
Other........................... (216) (154) (84)
-------- -------- --------
Actual tax expense................ $ 7,984 $ 12,373 $ 14,979
======== ======== ========
XIV Utility Regulation and Rates
On August 21, 1998, MGE was notified by the MPSC of its decision
to grant a $13,300,000 annual increase to revenue effective on
September 2, 1998.
On April 13, 1998 Southern Union Gas filed for a $2,228,000
request for a rate increase from the city of El Paso, a request
the city subsequently denied. On April 21, 1998, the city
council of El Paso voted to reduce the Company's rates by
$1,570,000 annually and to order a one-time cost of gas refund of
$475,000. The Company has appealed both of the council's actions
to the Railroad Commission of Texas and expects a decision by the
end of calendar year 1998.
On January 22, 1997, Missouri Gas Energy was notified by the MPSC
of its decision to grant an $8,847,000 annual increase to revenue
effective on February 1, 1997. See Commitments and Con-
tingencies.
The MPSC approved a three-year, experimental gas supply incentive
plan for Missouri Gas Energy effective July 1, 1996. Under the
plan, the Company and Missouri Gas Energy's customers share in
certain savings below benchmark levels of gas costs achieved as a
result of the Company's gas procurement activities. Likewise, if
natural gas is acquired above benchmark levels, both the Company
and customers share in such costs. For the year ended June 30,
1998 and 1997, the incentive plan achieved a reduction of overall
gas costs of $9,200,000 and $10,200,000, respectively, resulting
in savings to Missouri customers of $5,100,000 and $5,600,000,
respectively. The Company recorded revenues of $4,100,000 and
$4,600,000 in 1998 and 1997, respectively, under this plan.
There can be no assurance that this or any similar plan will be
approved by the MPSC for MGE after this plan expires on July 1,
1999.
Under the order of the Federal Energy Regulatory Commission, a
major supplier of gas to Missouri Gas Energy is allowed recovery
of certain previously unrecovered deferred gas costs with a
remaining balance of $9,200,000 at June 30, 1998. Missouri Gas
Energy is allowed to recover these costs from its Missouri
customers through a purchase gas adjustment mechanism which is
filed with and approved by the MPSC. The receivable and
liability associated with these costs have been recorded as a
deferred charge and a deferred credit, respectively, on the
consolidated balance sheet as of June 30, 1998 and 1997.
As a result of the January 31, 1994 acquisition of Missouri Gas
Energy, the MPSC required Missouri Gas Energy to reduce rate base
by $30,000,000 to compensate Missouri rate payers for rate base
reductions that were eliminated as a result of the acquisition.
This is amortized over a ten-year period on a straight-line basis
since the date of acquisition.
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
XV Leases
The Company leases certain facilities, equipment and office space
under cancelable and noncancelable operating leases. The minimum
annual rentals under operating leases for the next five years
ending June 30 are as follows: 1999 -- $5,603,000; 2000 --
$3,961,000; 2001 -- $3,262,000; 2002 -- $2,837,000; 2003 --
$1,732,000; and thereafter $9,567,000. Rental expense was
$6,054,000, $6,797,000 and $8,098,000 for the years ended
June 30, 1998, 1997 and 1996, respectively.
XVI Year 2000
Similar to all business entities, the Company will be impacted by
the inability of computer application software programs to dis-
tinguish between the year 1900 and 2000 due to a commonly-used
programming convention. Unless such programs are modified or
replaced prior to 2000, calculations and interpretations based on
date-based arithmetic or logical operations performed by such
programs may be incorrect.
Management's plan addressing the impact of the Year 2000 issue on
the Company focuses on the following areas: application systems,
process control systems (embedded chips), technology infrastruc-
ture, physical infrastructure, and third party business partners
and suppliers with which the Company has significant relation-
ships. Management's analysis and review of these areas is com-
prised primarily of five phases: developing an inventory of
hardware, software and embedded chips; assessing the degree to
which each area is currently in compliance with Year 2000
requirements; performing renovations and repairs as needed to
attain compliance; testing to ensure compliance; and developing a
contingency plan if repair and renovation efforts are either
unsuccessful or untimely.
Management has substantially completed the inventory and assess-
ment phases regarding application systems, process control sys-
tems and technology infrastructure, and is performing
renovations, repairs and testing of the former two categories.
The review of physical infrastructure and business partners, gas
transporters and suppliers is in the inventory stage. While the
Company anticipates that any additional inventory and assessment
efforts will be completed by the end of calendar year 1998,
renovation, repair and testing of affected areas will continue
through calendar year 1999. Costs incurred to date have pri-
marily consisted of labor from the redeployment of existing
information technology, legal and operational resources. The
Company expects to spend approximately $3 million for these Year
2000 compliance efforts. To the extent that such costs are
incurred in Year 2000 compliance efforts, the Company will
attempt recovery for such costs through regulatory relief.
In addition to the activities described above, the Company is
currently replacing some of its financial and operating software
programs with new programs that will be Year 2000 compliant.
These new programs have significantly reduced the costs the Com-
pany expects to incur to become Year 2000 compliant. However,
the Company has formed a contingency team to develop a work plan
in the event that such programs are not fully operational by the
end of calendar year 1999. The costs associated with this effort
are being evaluated and cannot yet be determined. Although the
Company does not presently anticipate a material business inter-
ruption as a result of the Year 2000, the worst case scenario if
all of the Company's Year 2000 efforts failed, including the
failure of third party providers to deliver services, could
result in daily lost revenues of approximately $3,200,000.
This estimate is based on historical revenues recognized in the
month of January.
XVII Commitments and Contingencies
On December 30, 1997, Southern Union settled the claims associ-
ated with the removal of hazardous substances from the site of a
former coal gasification plant (Pine Street Canal Site) in
Burlington, Vermont. The cost of the settlement did not have a
material adverse effect on the Company's financial position,
results of operations or cash flows.
Southern Union and Western Resources, Inc. entered into an
Environmental Liability Agreement (Environmental Liability Agree-
ment) at the time of the closing of the acquisition of Missouri
Gas Energy. Subject to the accuracy of certain representations
made by Western Resources in the Missouri Asset Purchase Agree-
ment, the Environmental Liability Agreement provides for a tiered
approach to the allocation of certain liabilities under environ-
mental laws that
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
may exist or arise with respect to Missouri Gas Energy. The En-
vironmental Liability Agreement contemplates Southern Union first
seeking reimbursement from other potentially responsible parties,
or recovery of such costs under insurance or through rates
charged to customers. To the extent certain environmental lia-
bilities were discovered by Southern Union prior to January 31,
1996, and are not so reimbursed or recovered, Southern Union will
be responsible for the first $3,000,000, if any, of out-of-pocket
costs and expenses incurred to respond to and remediate any such
environmental claim. Thereafter, Western Resources would share
one-half of the next $15,000,000 of any such costs and expenses,
and Southern Union would be solely liable for any such costs and
expenses in excess of $18,000,000. Missouri Gas Energy owns or
is otherwise associated with a number of sites where manufactured
gas plants were previously operated. These plants were commonly
used to supply gas service in the late 19th and early 20th cen-
turies, in certain cases by corporate predecessors to Western
Resources. By-products and residues from manufactured gas could
be located at these sites and at some time in the future may
require remediation by the United States Environmental Protection
Agency (EPA) or delegated state regulatory authority. By virtue
of notice under the Missouri Asset Purchase Agreement and its
preliminary, non-invasive review, the Company became aware prior
to closing of eleven such sites in the service territory of
Missouri Gas Energy. Based on information reviewed thus far, it
appears that not all of these sites may have been owned or
operated by Western Resources or its predecessors in interest.
Subsequent to the closing of the acquisition of Missouri Gas
Energy, as a result of an environmental audit, the Company has
discovered the existence of possibly eight additional sites in
the service territory of Missouri Gas Energy. Southern Union has
so informed Western Resources. The Company does not know if any
of these additional sites were ever owned or operated by Western
Resources or any of its predecessors in interest. Western
Resources has informed the Company that it was notified in 1991
by the EPA that it was evaluating one of the sites (in St.
Joseph, Missouri) for any potential threat to human health and
the environment. Western Resources has also advised the Company,
as of September 15, 1994, the EPA had not notified it that any
further action may be required. Evaluation of the remainder of
the sites by appropriate federal and state regulatory authorities
may occur in the future. At the present time and based upon
information available to management, the Company believes that
the costs of any remediation efforts that may be required for
these sites for which it may ultimately have responsibility will
not exceed the aggregate amount subject to substantial sharing by
Western Resources.
In addition to the various Missouri Gas Energy sites described
above, the Company is investigating the possibility that the
Company or predecessor companies may have been associated with
Manufactured Gas Plant (MGP) sites in other of its former service
territories, principally in Arizona and New Mexico, and present
service territories in Texas. At the present time, the Company
is aware of certain plant sites in some of these areas and is
investigating those and certain other locations.
The municipal owner of a property adjacent to one of the
Company's service locations has raised concerns over the con-
tinued operation of that property as a park due to its former use
as a portion of an MGP site. The Texas Water Commission (TWC),
in cooperation with the EPA, conducted a site inspection and
preliminary assessment of this MGP site. Correspondence received
from the TWC in 1989 concluded that the site "did not appear at
the time of our inspection to pose an apparent threat to the
public or the environment." Pending the performance of a risk
assessment report, in April 1996 the city closed the park and
subsequently permanently relocated the park recreational
activities. Based upon the health risk evaluation conclusions
contained in a risk assessment report completed in November,
1997, the city proceeded with plans to utilize the property for
basketball courts and city parking. The project was completed
and the renovated park was officially dedicated in a ceremony
held on June 19, 1998. Based upon currently available informa-
tion, Southern Union does not believe the outcome of this matter
will have a material adverse effect on its financial position,
results of operations or cash flows.
While the Company's evaluation of these Texas, Arizona and New
Mexico MGP sites is in its preliminary stages, it is likely that
some compliance costs may be identified and become subject to
reasonable quantification. To the extent that such potential
costs are quantified, the Company expects to provide any
appropriate accruals and seek recovery for such remediation
costs through all appropriate means, including insurance and
regulatory relief. Although significant charges to earnings
could be required prior to rate recovery, management does not
believe that environmental expenditures for such MGP sites will
have a material adverse effect on the Company's financial
position, results of operations or cash flows.
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to a 1989 MPSC order, Missouri Gas Energy is engaged in
a major gas safety program in its service area. This program
includes replacement of company- and customer-owned gas service
and yard lines, the movement and resetting of meters, the
replacement of cast iron mains and the replacement and cathodic
protection of bare steel mains (Missouri Safety Program). In
connection with this program, the MPSC issued an accounting
authority order (AAO) in Case No. GO-92-234 in 1994 which
authorized Missouri Gas Energy to defer depreciation expenses,
property taxes and carrying costs at a rate of 10.54% on the
costs incurred in the Missouri Safety Program. This AAO was
consistent with those which were issued by the MPSC from 1990
through 1993 to the predecessor owner of Missouri Gas Energy.
The MPSC rate order of January 22, 1997, however, retroactively
reduced the carrying cost rate applied by the Company on the
expenditures incurred on the Missouri Safety Program since early
1994 to an Allowance for Funds Used During Construction (AFUDC)
rate of approximately 6%. The Company filed an appeal of that
portion of the rate order in the Missouri State Court of Appeals,
Western District. On August 18, 1998, the Missouri State Court
of Appeals denied the Company's appeal resulting in a one-time
non-cash write-off of $5,942,000 of previously recorded deferred
costs which was recorded as of June 30, 1998. The Company
believes that the inconsistent treatment by the MPSC in subse-
quently changing to the AFUDC rate from the previously ordered
rate of 10.54% constitutes retroactive ratemaking. Unfor-
tunately, the decision by the Missouri State Court of Appeals
failed to address certain specific language within the 1994 AAO
that the Company believed prevented the MPSC from retroactively
changing the carrying cost rate. Southern Union will seek a
transfer of the case to the Missouri Supreme Court; however, the
likelihood of transfer is uncertain.
The continuation of the Missouri Safety Program will result in
significant levels of future capital expenditures. The Company
estimates incurring capital expenditures of $19,000,000 in fiscal
1999 related to this program.
On August 18, 1998, a jury in Edinburg, Texas concluded delibera-
tions on the City of Edinburg's franchise fee lawsuit against
Valero Energy Corporation (Valero) and a number of its sub-
sidiaries, as well as former Valero subsidiary Rio Grande Valley
Gas Company (RGV) and RGV's successor company, Southern Union
Company. The case, based upon events that occurred between 1985-
1987, centers on specific contractual language in the 1985
franchise agreement between RGV and the City of Edinburg.
Southern Union purchased RGV from Valero in October 1993. The
jury awarded the plaintiff damages, under several largely over-
lapping but mutually exclusive claims, totaling approximately
$13,000,000. The actual amount and appropriate allocation of the
surviving portions of the damage awards will not be determined
until further proceedings are completed, including the trial
judge's decision on post-trial motions. The Company is pursuing
having the jury's verdict overturned or reduced by the trial
judge, and if necessary will vigorously pursue a reversal on
appeal. The Company believes it will ultimately prevail and thus
has not provided for any loss relative to this matter in its
financial statements. Furthermore, the Company has not deter-
mined what impact, if any, this jury decision may have on other
city franchises in Texas.
Southern Union and its subsidiaries are parties to other legal
proceedings that management considers to be normal actions to
which an enterprise of its size and nature might be subject, and
not to be material to the Company's overall business or financial
condition, results of operations or cash flows.
As a result of the acquisition of Missouri Gas Energy, the Com-
pany assumed certain obligations related to a 1990 settlement of
a Wyoming Tight Sands anti-trust claim. To secure the refund of
the settlement proceeds, the MPSC authorized the establishment of
an independently administered trust to collect cash receipts
under the Tight Sands settlement and repay credit-facility
borrowings used for the lump sum payment. In the event the trust
does not receive cash payments from the gas suppliers as provided
by the Tight Sands settlement agreements, the Company is com-
mitted to pay its applicable portion of the amount owed the
lender of the credit facility borrowings. Due to excess cash
payments received from gas suppliers, the Company's allocable
portion of the credit facility obligations have been fulfilled
two years ahead of the original payment schedule. In accordance
with the Wyoming Tight Sands agreement, the Company's portion of
the ongoing cash payments received from the gas suppliers will be
refunded to Missouri Gas Energy customers as specifically defined
in the Company's Purchased Gas Adjustment tariff provisions.
The Company is committed under various agreements to purchase
certain quantities of gas in the future. At June 30, 1998, the
Company has purchase commitments for certain quantities of gas
at variable, market-based prices. These market-based price com-
mitments have an annual value of $45,900,000 for Southern Union
Gas and $65,900,000 for Missouri Gas Energy. South Florida
Natural Gas has no market-based price commitments at June 30,
1998. The
<PAGE>
SOUTHERN UNION COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Company's purchase commitments may extend over a period of
several years depending upon when the required quantity is
purchased. The Company has purchase gas tariffs in effect for
all its utility service areas that provide for recovery of its
purchase gas costs under defined methodologies.
On May 1, 1996, the Company agreed to three-year contracts with
the bargaining-unit Missouri employees. Of the Company's
employees represented by unions, 95% are employed by Missouri Gas
Energy.
The Company had standby letters of credit outstanding of
$2,947,000 at both June 30, 1998 and 1997, which guarantee
payment of various insurance premiums and state taxes.
The Company follows the provisions of an American Institute of
Certified Public Accountants Statement of Position, Environmental
Remediation Liabilities, for recognition, measurement, display
and disclosure of environmental remediation liabilities.
XVIII Quarterly Operations (Unaudited)
Quarter Ended
---------------------------------------
Year Ended Septem- Decem-
June 30, 1998 ber 30 ber 31 March 31 June 30 Total
- - ------------- -------- -------- -------- --------- --------
Total
operating
revenues..... $ 74,039 $221,162 $265,176 $108,927 $669,304
Operating
margin....... 41,597 77,328 94,676 50,123 263,724
Net operating
revenues..... 1,405 26,530 36,940 3,792 68,667
Net earnings
(loss) avail-
able for com-
mon stock(1). (4,909) 9,738 16,249 (8,849) 12,229
Earnings
(loss) per
share --
diluted(2)... (.18) .35 .56 (.31) .43
Quarter Ended
---------------------------------------
Year Ended Septem- Decem-
June 30, 1997 ber 30 ber 31 March 31 June 30 Total
- - ------------- -------- -------- -------- --------- --------
Total
operating
revenues..... $ 80,830 $231,462 $316,915 $ 87,824 $717,031
Operating
margin....... 41,415 76,517 100,921 48,990 267,843
Net operating
revenues..... 439 25,565 36,999 8,467 71,470
Net earnings
(loss) avail-
able for com-
mon stock.... (5,405) 9,661 17,678 (2,902) 19,032
Earnings
(loss) per
share --
diluted(2)... (.20) .35 .63 (.11) .68
- - ---------------------
(1) During the quarter ended June 30, 1998, Missouri Gas Energy
wrote off $8,163,000 pre-tax in previously recorded regula-
tory assets as a result of announced rate orders and court
rulings.
(2) The sum of earnings per share by quarter may not equal the
net earnings per common and common share equivalents for the
year due to variations in the weighted average common and
common share equivalents outstanding used in computing such
amounts.
<PAGE>
SOUTHERN UNION COMPANY
EXHIBIT INDEX
Exhibit
No. 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 and incorporated herein by
reference.)
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 and incor-
porated herein by reference.)
4(a) Specimen Common Stock Certificate. (Filed as Exhibit
4(a) to Southern Union's Annual Report on Form 10-K for
the year ended December 31, 1989 and incorporated
herein by reference.)
4(b) Indenture between Chase Manhattan Bank, N.A., as
trustee, and Southern Union Company dated January 31,
1994. (Filed as Exhibit 4.1 to Southern Union's Cur-
rent Report on Form 8-K dated February 15, 1994 and
incorporated herein by reference.)
4(c) Officers' Certificate dated January 31, 1994 setting
forth the terms of the 7.60% Senior Debt Securities due
2024. (Filed as Exhibit 4.2 to Southern Union's Cur-
rent Report on Form 8-K dated February 15, 1994 and
incorporated herein by reference.)
4(d) Certificate of Trust of Southern Union Financing I.
(Filed as Exhibit 4-A to Southern Union's Registration
Statement on Form S-3 (No. 33-58297) and incorporated
herein by reference.)
4(e) Certificate of Trust of Southern Union Financing II.
(Filed as Exhibit 4-B to Southern Union's Registration
Statement on Form S-3 (No. 33-58297) and incorporated
herein by reference.)
4(f) Certificate of Trust of Southern Union Financing III.
(Filed as Exhibit 4-C to Southern Union's Registration
Statement on Form S-3 (No. 33-58297) and incorporated
herein by reference.)
4(g) Form of Amended and Restated Declaration of Trust of
Southern Union Financing I. (Filed as Exhibit 4-D to
Southern Union's Registration Statement on Form S-3
(No. 33-58297) and incorporated herein by reference.)
4(h) Form of Subordinated Debt Securities Indenture among
Southern Union Company and The Chase Manhattan Bank,
N. A., as Trustee. (Filed as Exhibit 4-G to Southern
Union's Registration Statement on Form S-3 (No. 33-
58297) and incorporated herein by reference.)
4(i) Form of Supplemental Indenture to Subordinated Debt
Securities Indenture with respect to the Subordinated
Debt Securities issued in connection with the Southern
Union Financing I Preferred Securities. (Filed as
Exhibit 4-H to Southern Union's Registration Statement
on Form S-3 (No. 33-58297) and incorporated herein by
reference.)
4(j) Form of Southern Union Financing I Preferred Seurity
(included in 4(g) above.) (Filed as Exhibit 4-I to
Southern Union's Registration Statement on Form S-3
(No. 33-58297) and incorporated herein by reference.)
4(k) Form of Subordinated Debt Security (included in 4(i)
above.) (Filed as Exhibit 4-J to Southern Union's
Registration Statement on Form S-3 (No. 33-58297) and
incorporated herein by reference.)
4(l) Form of Guarantee with respect to Southern Union
Financing I Preferred Securities. (Filed as Exhibit
4-K to Southern Union's Registration Statement on Form
S-3 (No. 33-58297) and incorporated herein by reference.)
4(m) The Company is a party to other debt instruments, none
of which authorizes the issuance of debt securities in
an amount which exceeds 10% of the total assets of the
Company. The Company hereby agrees to furnish a copy
of any of these instruments to the Commission upon
request.
10(a) Revolving Credit Agreement, Revolving Note and Loan
Documents between Southern Union Company and the Banks
named therein dated September 30, 1993. (Filed as
Exhibit 99.2 to Southern Union's Current Report on Form
8-K dated October 13, 1993 and incorporated herein by
reference.)
10(b) First Amendment to Revolving Credit Agreement,
Revolving Notes and Loan Documents dated as of
November 15, 1993. (Filed as Exhibit 10.1 to Southern
Union's Registration Statement on Form S-3 (No. 33-
70604) and incorporated herein by reference.)
10(c) Second Amendment to Revolving Credit Agreement dated
August 31, 1994. (Filed as Exhibit 10(c) to Southern
Union's Transition Report on Form 10-K for the year
ended June 30, 1994 and incorporated herein by
reference.)
10(d) Third Amendment to Revolving Credit Agreement dated
April 28, 1995. (Filed as Exhibit 10.1 to Southern
Union's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995 and incorporated herein by
reference.)
10(e) Southern Union Company 1982 Incentive Stock Option
Plan and form of related Stock Option Agreement.
(Filed as Exhibits 4.1 and 4.2 to Form S-8, File
No. 2-79612 and incorporated herein by reference.)(*)
10(f) Form of Indemnification Agreement between Southern
Union Company and each of the Directors of Southern
Union Company. (Filed as Exhibit 10(i) to Southern
Union's Annual Report on Form 10-K for the year ended
December 31, 1986 and incorporated herein by
reference.)
10(g) Southern Union Company 1992 Long-Term Stock Incentive
Plan. (Filed as Exhibit 10(i) to Southern Union's
Annual Report on Form 10-K for the year ended
December 31, 1992 and incorporated herein by
reference.)(*)
10(h) Southern Union Company Director's Deferred Compensa-
tion Plan. (Filed as Exhibit 10(g) to Southern Union's
Annual Report on Form 10-K for the year ended
December 31, 1993 and incorporated herein by
reference.)(*)
10(i) Southern Union Company Supplemental Deferred Compensa-
tion Plan. (Filed as Exhibit 10(h) to Southern Union's
Annual Report on Form 10-K for the year ended
December 31, 1993 and incorporated herein by
reference.)(*)
10(j) Form of warrant granted to Fleischman and Walsh L.L.P.
(Filed as Exhibit 10(j) to Southern Union's Transition
Report on Form 10-K for the year ended June 30, 1994
and incorporated herein by reference.)
10(k) Renewal Promissory Note Agreement between
Peter H. Kelley and Southern Union Company dated
May 31, 1995. (Filed as Exhibit 10(i) to Southern
Union's Annual Report on Form 10-K for the year
ended June 30, 1995 and incorporated herein by
reference.)
10(l) Southern Union Company 1992 Long-Term Stock Incentive
Plan, As Amended.(*)
11 Computation of Per Share Earnings.
21 Subsidiaries of the Company.
23 Consent of Independent Accountants.
24 Power of Attorney.
27 Financial Data Schedule.
- - -----------------------
(*) Indicates a Management Compensation Plan.
<PAGE>
EXHIBIT 10(l)
SOUTHERN UNION 1992 LONG-TERM STOCK INCENTIVE PLAN, AS AMENDED
<PAGE>
SOUTHERN UNION Exhibit 10(l)
1992 LONG-TERM STOCK INCENTIVE PLAN, AS AMENDED
ARTICLE PAGE
I. PURPOSES OF THE PLAN...............................
II. CERTAIN DEFINITIONS................................
III. AMOUNT OF STOCK SUBJECT TO THE PLAN................
IV. EFFECTIVE DATE AND TERM OF THE PLAN................
V. ADMINISTRATION.....................................
VI. ELIGIBILITY........................................
VII. LIMITATION ON EXERCISE OF INCENTIVE OPTIONS........
VIII. OPTIONS: PRICE AND PAYMENT........................
IX. USE OF PROCEEDS....................................
X. TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF
EXERCISE...........................................
XI. EXERCISE OF OPTIONS................................
XII. STOCK APPRECIATION RIGHTS..........................
XIII. PERFORMANCE SHARES AND UNITS.......................
XIV. RESTRICTED STOCK...................................
XV. DIVIDEND EQUIVALENTS...............................
XVI. NONTRANSFERABILITY OF OPTIONS, DIVIDEND EQUIVA-
LENTS AND STOCK APPRECIATION RIGHTS................
XVII. TERMINATION OF EMPLOYMENT..........................
XVIII. ADJUSTMENT OF SHARES: EFFECT OF CERTAIN TRANSAC-
TIONS..............................................
XIX. RIGHT TO TERMINATE EMPLOYMENT; NO RIGHT TO RECEIVE
AWARDS.............................................
XX. PURCHASE FOR INVESTMENT............................
XXI. ISSUANCE OF CERTIFICATES; LEGENDS; PAYMENT OF
EXPENSES...........................................
XXII. WITHHOLDING TAXES..................................
XXIII. LISTING OF SHARES AND RELATED MATTERS..............
XXIV. AMENDMENT OF THE PLAN..............................
XXV. TERMINATION OR SUSPENSION OF THE PLAN..............
XXVI. GOVERNING LAW......................................
XXVII. PARTIAL INVALIDITY.................................
XXVIII. UNFUNDED PLAN......................................
XXIX. NO TAX WARRANTIES..................................
<PAGE>
1. PURPOSES OF THE PLAN
1.1 Southern Union (the "Company") desires, by means of
this 1992 Long-Term Stock Incentive Plan, to afford
certain of its employees and the employees of any
subsidiary corporation of the Company who are
responsible for the continued growth of the Company
an opportunity to acquire a proprietary interest in
the Company, and thus to create in such employees an
increased interest in and a greater concern for the
welfare of the Company.
1.2 The Options, Right and Dividend Equivalents,
Restricted stock and Performance Shares and Units
offered pursuant to the Plan are a matter of sepa-
rate inducement and are not in lieu of any salary
or other compensation for the services of any
employee.
1.3 The Options granted under the Plan are intended to
be either incentive stock options ("Incentive
Options") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the
"Code"), or options that do not meet the require-
ments for Incentive Options ("Non-Qualified
Options"), but the Company makes no warranty as to
the qualification of any Option as an Incentive
Option.
II. CERTAIN DEFINITIONS
2.1 Award(s) means either an Option, Dividend Equiva-
--------
lent, Right, Restricted Stock, Performance Share or
Unit.
2.2 Board of Directors means the board of directors of
------------------
Southern Union Company.
2.3 Change in Control shall have the meaning set forth
-----------------
in Section 18.2.
2.4 Code means the Internal Revenue Code of 1986, as
----
amended, and as may be further amended from time to
time.
2.5 Committee means the Option Committee of the Board of
---------
Directors or such other Committee of the Board of
Directors responsible for the administration of the
Plan.
2.6 Company means Southern Union Company.
-------
2.7 Covered Event shall have the meaning set forth in
-------------
Section 17.3.
2.8 Disinterested Person shall have the meaning set
--------------------
forth in Rule 16b-3 of the Exchange Act or any
successor provision.
2.9 Disqualifying Dispositions shall have the meaning
--------------------------
set forth in Section 421(b) of the Code.
2.10 Dividend Equivalent(s) shall mean a dividend equiva-
----------------------
lent as described in Article XV of the Plan.
2.11 Effective Date is July 1, 1992, the date upon which
--------------
the Plan was adopted by the Board of Directors.
2.12 Exchange Act means the Securities Exchange Act of
------------
1934, as amended.
2.13 Incentive Option(s) means an incentive stock
-------------------
option(s)within the meaning of Section 422 of the
Code.
2.14 Non-Qualified Option(s) means a stock option that
-----------------------
does not meet the requirements for an Incentive
Option or that expressly states that it is not an
Incentive Option.
2.15 Option(s) means either an Incentive Option or a
---------
Non-Qualified Option granted pursuant to the terms
of the Plan.
2.16 Participant means an employee to whom an Award has
-----------
been granted.
2.17 Plan means the 1992 Long-Term Stock Incentive Plan
----
of the Company, as amended.
2.18 Performance Shares or Unit shall mean a performance
--------------------------
share or unit granted pursuant to Article XIII.
2.19 Restricted Stock means Shares awarded subject to the
----------------
terms of Article XIV.
2.20 Right(s) means stock appreciation right(s) awarded
--------
pursuant to Article XII.
2.21 Securities Act means the Securities Act of 1933, as
--------------
amended.
2.22 Share(s) means Southern Union Company's Common
--------
Stock,$1.00 par value per share and, following an
event described in Section 18.1, the meaning set
forth in such Section 18.1.
2.23 Termination Date means the close of business on
----------------
July 1, 2002.
III. AMOUNT OF STOCK SUBJECT TO THE PLAN
3.1 The total number of shares of common stock of the
Company which either may be (i) purchased pursuant
to the exercise of Options granted under the Plan,
(ii) acquired pursuant to the exercise of Rights
granted under the Plan, or (iii) awarded as
Restricted Stock or Performance Shares under the
Plan shall not exceed, in the aggregate, 1,420,000
shares of the authorized common stock, ($1.00) par
value per share, of the Company. Shares which are
subject to Rights and related Options shall be
counted only once in determining whether the maximum
number of Shares which may be purchased or acquired
under the Plan has been exceeded.
3.2 Shares which may be acquired pursuant to an Award
under the Plan may be either authorized but unissued
Shares, Shares of issued stock held in the Company's
treasury, or both, at the discretion of the Company.
If and to the extent that Options or Rights granted
under the Plan expire or terminate without having
been exercised or Shares awarded as Restricted Stock
are forfeited, new Awards may be granted with
respect to the Shares covered by such expired or
terminated Awards, provided that the grant and the
terms of such new Awards shall in all respects
comply with the provisions of the Plan.
IV. EFFECTIVE DATE AND TERM OF THE PLAN
4.1 The Plan shall become effective on the Effective
Date, the date on which the Plan is adopted by the
Board of Directors of the Company; provided,
however, that if the Plan is not approved by a vote
of the shareholders of the Company within twelve
(12) months after the Effective Date, the Plan and
any Awards granted thereunder shall terminate.
4.2 The Company may, from time to time during the period
beginning on the Effective Date and ending on the
Termination Date, grant Awards under the terms of
the Plan to persons eligible to participate in the
Plan. Awards granted prior to the Termination Date
may extend beyond that date, in accordance with the
terms thereof.
4.3 Provisions of the Plan which pertain to Options or
Rights shall apply to Options, Rights or a
combination thereof.
V. ADMINISTRATION
5.1 The Board of Directors shall designate a Committee
to administer the Plan which shall consist of no
fewer than two directors, each of whom shall be (i)
a "non-employee director" within the meaning of Rule
16b-3 (or any successor rule or regulation) promul-
gated under the Exchange Act and (ii) an "outside
director" within the meaning of Section 162(m) (or
any successor provision) of the Code and the regula-
tions and rules thereunder. A majority of the mem-
bers of the Committee shall constitute a quorum, and
the act of a majority of the members of the Commit-
tee tee shall be the act of the Committee. Any mem-
ber of the Committee may be removed at anytime
either with or without cause by resolution adopted
by the Board of Directors, and any vacancy on the
Committee may at anytime be filled by resolution
adopted by the Board of Directors.
5.2 Subject to the express provisions of the Plan, the
Committee shall have the authority, in its
discretion,
(a) to determine the employees to whom Awards shall
be granted, the time when such Awards shall be
granted, the number of Shares which shall be
subject to each Award, the purchase price or
exercise price of each Share which shall be
subject to each Option or Right, the period(s)
during which such Options or Rights shall be
exercisable (whether in whole or in part), the
other terms and provisions of the respective
Options or Rights (which need not be identical)
and the terms of any other Award not specified
in the Plan;
(b) to construe the Plan and Awards granted there-
under;
(c) to prescribe, amend and rescind rules and
regulations relating to the Plan; and
(d) to make all other determinations necessary or
advisable for administering the Plan.
5.3 Without limiting the foregoing, the Committee also
shall have the authority to require, in its discre-
tion, as a condition of the granting of any Award,
that the Participant agree (i) not to sell or other-
wise dispose of Shares acquired pursuant to the
Option or Right for a period of six (6) months fol-
lowing the date of acquisition of such Shares and
(ii) that in the event of termination of employment
of such Participant, as a result of a Covered Event,
such Participant will not, for a commercially rea-
sonable period to be fixed at the time of the grant
of the Award, enter into any employment or partici-
pate directly or indirectly in any business or
enterprise which is competitive with the business
of the Company or any subsidiary corporation of the
Company, or enter into any employment in which such
employee will be called upon to utilize special
knowledge obtained through directorship or employ-
ment with the Company or any subsidiary corporation
thereof.
5.4 The determination of the Committee on matters
referred to in this Article V shall be conclusive.
5.5 The Committee may employ such legal counsel, con-
sultants and agents as it may deem desirable for the
administration of the Plan and may rely upon any
opinion received from any such counsel or consultant
and any computation received from any such con-
sultant or agent. Expenses incurred by the Commit-
tee in the engagement of such counsel, consultant or
agent shall be paid by the Company. No member or
former member of the Committee or of the Board of
Directors shall be liable for any action or determi-
nation made in good faith with respect to the Plan
or any Award.
VI. ELIGIBILITY
6.1 Any Award other than an Incentive Option may be
granted only to officers and other salaried
employees of the Company, or of any subsidiary cor-
poration of the Company now existing or hereafter
formed or acquired, except as hereinafter provided.
Any person who shall have retired from active
employment with the Company, although such person
shall have entered into a consulting contract with
the Company, shall not be eligible to receive an
Award.
6.2 An Incentive Option may be granted only to salaried
employees of the Company or any subsidiary corpora-
tion of the Company now existing or hereafter formed
or acquired, and not to any director or officer who
is not also a salaried employee.
6.3 In each calendar year during any part of which the
Plan is in effect, a person eligible to receive an
Award may not be granted Awards relating to more
than 200,000 Shares, subject to adjustment as
provided in Article XVIII.
VII. LIMITATION ON EXERCISE OF INCENTIVE OPTIONS
7.1 Except as otherwise provided under the Code, to the
extent that the aggregate fair market value of
Shares with respect to which Incentive Options are
exercisable for the first time by an employee during
any calendar year (under all stock options plans of
the Company and any subsidiary corporation of the
Company) exceeds $100,000, such Options shall be
treated as Non-Qualified Options. For purposes of
this limitation, (i) the fair market value of Shares
is determined as of the time the Incentive Option is
granted and (ii) the limitation will be applied by
taking into account Incentive Options in the order
in which they were granted.
VIII. OPTIONS; PRICE AND PAYMENT
8.1 The purchase price for each Share purchasable under
any Non-Qualified Option granted hereunder shall be
such amount as the Committee shall, in its best
judgment, determine to be equal to one hundred
percent (100%) of the fair market value per Share on
the date the Non-Qualified Option is granted.
8.2 The purchase price for each Share purchasable under
any Incentive Option granted hereunder shall be such
amount as the Committee shall, in its best judgment,
determine to be not less than one hundred percent
(100%) of the fair market value per Share on the
date the Incentive Option is granted; provided, how-
ever, that in the case of an Incentive Option
granted to a Participant who, at the time such In-
centive Option is granted, owns (as defined by the
Code) stock of the Company or any subsidiary corpo-
ration of the Company possessing more than ten per-
cent (10%) of the total combined voting power of all
classes of stock of the Company or of any subsidiary
corporation of the Company, the purchase price for
each Share shall be such amount as the Committee
shall, in its best judgment, determine to be not
less than one hundred ten percent (110%) of the fair
market value per Share at the date the Option is
granted.
8.3 If the Shares are listed on a national securities
exchange in the United States on any date on which
the fair market value per Share is to be determined,
the fair market value per Share shall be deemed to
be the average of the high and low quotations at
which such Shares are sold on such national securi-
ties exchange on such date. If the Shares are
listed on a national securities exchange in the
United States on such date but the Shares are not
traded on such date, or such national securities
exchange is not open for business on such date, the
fair market value per Share shall be determined as
of the closest preceding date on which such exchange
shall have been open for business and the Shares
were traded. If the Shares are listed on more than
one national securities exchange in the United
States on the date any such Option is granted, the
Committee shall determine which national securities
exchange shall be used for the purpose of deter-
mining the fair market value per Share.
8.4 If a public market exists for the Shares on any date
on which the fair market value per Share is to be
determined but the Shares are not listed on a
national securities exchange in the United States,
the fair market value per Share shall be deemed to
be the mean between the closing bid and asked quota-
tions in the over-the-counter market for the Shares
on such date. If there are no bid and asked quota-
tions for the Shares on such date, the fair market
value per Share shall be deemed to be the mean
between the closing bid and asked quotations in the
over-the-counter market for the Shares on the
closest date preceding such date for which such
quotations are available.
8.5 If no public market exists for the Shares on any
date on which the fair market value per Share is to
be determined, the Committee shall, in its sole
discretion and best judgment, determine the fair
market value of a Share.
8.6 For purposes of this Plan, the determination by the
Committee of the fair market value of a Share shall
be conclusive.
8.7 Upon the exercise of an Option, the Company shall
cause the purchased Shares to be issued only when it
shall have received the full purchase price for the
Shares in cash or by certified check; provided, how-
ever, that in lieu of cash or certified check, the
Participant may, if and to the extent the terms of
the Option so provide and to the extent permitted by
applicable law, exercise an option in whole or in
part, by delivering to the Company shares of common
stock of the Company (in proper form for transfer
and accompanied by all requisite stock transfer tax
stamps or cash in lieu thereof) owned by such Par-
ticipant having a fair market value equal to the
purchase price of the Shares as to which the Option
is being exercised. The fair market value of the
stock so delivered shall be determined as of the
date immediately preceding the date on which the
Option is exercised, or as may be required in order
to comply with or to conform to the requirements of
any applicable laws or regulations.
IX. USE OF PROCEEDS
9.1 The cash proceeds of the sale of Shares subject to
Options are to be added to the general funds of the
Company and used for its general corporate purposes
as the Board of Directors shall determine.
X. TERM OF OPTIONS AND LIMITATIONS ON THE RIGHT OF EXERCISE
10.1 Any Option shall be exercisable at such times, in
such amounts and during such period or periods as
the Committee shall determine at the date of the
grant of such Option; provided, however, that an
Incentive Option shall not be exercisable after the
expiration of ten (10) years from the date such
Option is granted; and provided further that, in the
case of an Incentive Option granted to a Participant
who, at the time such Option is granted, owns (as
defined by the Code) stock of the Company or any
subsidiary corporation of the Company possessing
more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company
or of any subsidiary corporation of the Company,
such Option shall not be exercisable after the
expiration of five (5) years from the date such
Option is granted.
10.2 Subject to the provisions of Article XXIII, the Com-
mittee shall have the right to accelerate, in whole
or in part, from time to time, conditionally or
unconditionally, rights to exercise any Option.
10.3 To the extent that an Option is not exercised within
the period of exercisability specified therein, it
shall expire as to the then unexercised part.
10.4 In no event shall an Option granted hereunder be
exercisable for a fraction of a Share.
XI. EXERCISE OF OPTIONS
11.1 Any Option shall be exercised by the Participant
holding such Option as to all or part of the Shares
covered by such Option by giving written notice of
such exercise to the Secretary of the Company, or
such person or persons as designated by the Commit-
tee from time to time, at the principal business
office of the Company, specifying the number of
Shares to be purchased and specifying a business day
not more than fifteen (15) days from the date such
notice is given, for the payment of the purchase
price against delivery of the Shares being pur-
chased. Subject to the terms of Articles XX, XXII
and XXIII, the Company shall cause certificates for
the Shares so purchased to be delivered to the Par-
ticipant at the principal business office of the
Company, against payment of the full purchase price,
within twenty (20) days of the date specified in the
notice of exercise.
XII. STOCK APPRECIATION RIGHTS
12.1 In the discretion of the Committee, a Right may be
granted (i) alone, (ii) simultaneously with the
grant of an Option (either Incentive or Non-
Qualified) and in conjunction therewith or (iii)
subsequent to the grant of a Non-Qualified Option
and in conjunction therewith.
12.2 The exercise price of a Right granted alone shall be
determined by the Committee, but shall not be less
than one hundred percent (100%) of the fair market
value of one Share on the date of grant of such
Right. A Right granted simultaneously with or sub-
sequent to the grant of an option and in conjunction
therewith shall have the same exercise price as the
related Option, shall be transferable only upon the
same terms and conditions as the related Option, and
shall be exercisable only to the same extent as the
related Option; provided, however, that a Right, by
its terms, shall be exercisable only when the fair
market value per Share subject to the Right and
related Option exceeds the exercise price per Share
thereof.
12.3 Upon any exercise of a Right, the number of Shares
for which any related Option shall be exercisable
shall be reduced by the number of Shares for which
the Right shall have been exercised. The number of
Shares for which a Right shall be exercisable shall
be reduced upon any exercise of any related Option
by the number of Shares for which such Option shall
have been exercised.
12.4 Any Right shall be exercisable upon such additional
terms and conditions as may from time to time be
prescribed by the Committee and incorporated into
the Right at the time of its issuance.
12.5 Right shall entitle the Participant upon exercise
thereof to receive from the Company, upon a written
request filed with the Secretary of the Company, or
such other person as the Committee may designate, at
its principal offices (the "Request"), a number of
Shares (with or without restrictions involving sub-
stantial risk of forfeiture and with or without
restrictions on transferability, as determined by
the Committee in its sole discretion), an amount of
cash, or any combination of Shares and cash, as
specified in the Request (but subject to the
approval of the Committee in its sole discretion, at
any time up to and including the time of payment, as
to the making of any cash payment), having an aggre-
gate fair market value equal to the product of (i)
the excess of the fair market value, on the date of
such Request, of one Share over the exercise price
per Share specified in such Right or its related
Option, multiplied by (ii) the number of Shares for
which such Right shall be exercised.
12.6 Any election by a Participant to receive cash in
full or partial settlement of a Right, and any exer-
cise of such Right for cash, may be made only by a
Request filed with the Corporate Secretary of the
Company, or such other person as the Committee may
designate, during the period beginning on the third
business day following the date of release for pub-
lication by the Company of quarterly or annual sum-
mary statements of sales and earnings and ending on
the twelfth business day following such date.
Within thirty (30) days of the receipt by the Com-
pany of a Request to receive cash in full or partial
settlement of a Right or to exercise such Right for
cash, the Committee shall, in its sole discretion,
either consent to or disapprove, in whole or in
part, such Request. A Request to receive cash in
full or partial settlement of a Right or to exercise
a Right for cash may provide that, in the event the
Committee shall disapprove such Request, such
Request shall be deemed to be an exercise of such
Rights for Shares.
12.7 If the Committee disapproves in whole or in part any
election by a Participant to receive cash in full or
partial settlement of a Right or to exercise such
Right for cash, such disapproval shall not affect
such Participant's right to exercise such Right at a
later date, to the extent that such Right shall be
otherwise exercisable, or to elect the form of pay-
ment at a later date, provided that an election to
receive cash upon such later exercise shall be sub-
ject to the approval of the Committee. Addi-
tionally, such disapproval shall not affect such
Participant's right to exercise any related Option.
12.8 If a Participant is a director or officer of the
Company or a beneficial owner of the Company who is
described in Section 16(a) of the Exchange Act, such
Participant shall not be entitled to request or
receive cash in full or partial payment of a Right,
if such Right or any related Option shall have been
exercised during the first six (6) months of its
respective term.
12.9 A Right shall be deemed exercised on the last day of
its term, if not otherwise exercised by the holder
thereof, provided that the fair market value of the
Shares subject to the Right exceeds the exercise
price thereof on such date.
12.10 For all purposes of this Article XII, the fair mar-
ket value of Shares shall be determined in accor-
dance with the principles set forth in Article
VIII.
XIII. PERFORMANCE SHARES AND UNITS
13.1 Award of Performance Units and Performance Shares.
-------------------------------------------------
The Committee may award to any Participant Perfor-
mance Shares and Performance Units. Each Perfor-
mance Share shall represent one Share. Each
Performance Unit shall represent the right of a
Participant to receive an amount equal to the value
determined in the manner established by the Commit-
tee at time of award, which value may, without
limitation, be equal to the Fair Market Value of one
Share.
13.2 Performance Unit and Performance Share Agreements.
-------------------------------------------------
Each Performance Award under the Plan shall be
evidenced by a signed written agreement containing
such terms and conditions as the Committee may
determine.
13.3 Establishment of Performance Accounts. At the time
-------------------------------------
of award, the Company shall establish an account
("Performance Account") for each Participant. Per-
formance Units and Performance Shares awarded to a
Participant shall be credited to the Participant's
Performance Account. Performance Shares in the form
of Restricted Stock shall be registered in the name
of the Participant and deposited, together with a
stock power endorsed in blank, with the Corporation;
at such time the Participant's Performance Account
will be credited.
13.4 Performance Period and Targets.
------------------------------
(a) The performance period for each award of Per-
formance Shares and Performance Units shall be
of such duration as the Committee shall estab-
lish at the time of award ("Performance
Period"). There may be more than one award in
existence at any one time, and Performance
Periods may differ.
(b) At the time of each Performance Award, the Com-
mittee shall establish performance targets to
be achieved within the Performance Period. The
performance targets shall be determined by the
Committee using such measures of the perfor-
mance of the Company over the Performance
Period as it shall select. Attainment of a
performance target in respect of a Performance
Period shall earn 100% of the related Perfor-
mance Award. Failure to meet the performance
target will earn no Performance Award. Perfor-
mance Awards will be earned as determined by
the Committee in respect of a Performance
Period in relation to the degree of attainment
of performance between the superior and satis-
factory performance targets, in the event the
Committee establishes superior and satisfactory
performance targets.
13.5 Rights and Benefits During Performance Period.
---------------------------------------------
(a) The Committee may provide that amounts equiva-
lent to dividends paid shall be payable with
respect to each Performance Share awarded, and
that amounts equivalent to interest at such
rates as the Committee may determine shall be
payable with respect to amounts equivalent to
dividends previously credited to the Partici-
pant's Performance Account.
(b) The Committee may provide that amounts equiva-
lent to interest at such rates as the Committee
may determine shall be payable with respect to
Performance Units.
(c) All amounts payable pursuant to this section
shall be credited to the Participant's Perfor-
mance Account.
13.6 Payment Respecting Performance Awards.
-------------------------------------
(a) Performance Awards shall be earned to the
extent that the terms and conditions of the
Plan are met. Notwithstanding the foregoing,
Performance Shares, Performance Units and any
other amounts credited to the Participant's
Performance Account shall be payable to the
Participant only when, if and to the extent
that the Committee determined to make such
payment.
(b) All payment determinations shall be made by the
Committee.
13.7 Forms of Payment.
----------------
(a) Payment for Performance Shares and any related
dividends, amounts equivalent to dividends and
amounts equivalent to interest may be made in a
lump sum or in installments, in cash, Stock or
in a combination thereof as the Committee may
determine. Performance Shares paid in the form
of Restricted Stock shall be redelivered to the
Participant.
(b) Payment for Performance Units and any related
amounts equivalent to interest may be made in a
lump sum or in installments, in cash or in a
combination thereof as the Committee may deter-
mine.
13.8 Termination of Employment. Upon a Participant's
-------------------------
death, retirement or disability before the end of
any Performance Period, the Committee, taking into
consideration the performance of such Participant
and the performance of the Company over the Perfor-
mance Period, may authorize the payment to such
Participant (or his or her legal representative or
designated beneficiary) of all or a portion of the
amount which would have been paid to him or her had
he or she continued as an employee to the end of the
Performance Period. In the event a Participant
ceases to be an employee for any other reason, all
Performance Shares, Performance Units and all
amounts credited to his or her Performance Account
shall be forfeited.
XIV. RESTRICTED STOCK
14.1 Award of Restricted Stock. The Committee may award
-------------------------
to any Participant shares of Common Stock, subject
to this Article XIV and such other terms and condi-
tions as the Committee may prescribe, such shares
being herein called "Restricted Stock". Each cer-
tificate for Restricted Stock shall be registered in
the name of the Participant and deposited by him,
together with a stock power endorsed in blank, with
the Corporation.
14.2 Restricted Stock Agreement. Shares of Restricted
--------------------------
Stock awarded under the Plan shall be evidenced by a
signed written agreement containing such terms and
conditions as the Committee may determine. Execu-
tion of the agreement shall be a condition precedent
to the issuance of the shares of Restricted Stock.
14.3 Restriction Period. At the time of award there
------------------
shall be established for each Participant receiving
Restricted Stock a "Restriction Period" of such
length as shall be determined by the Committee, pro-
vided that a Restriction Period can be defined so as
to be measured the passage of time, the attainment
of performance goals, the occurrence of defined
events or some combination thereof. Shares of
Restricted Stock may not be sold, assigned, trans-
ferred, pledged or otherwise encumbered, except as
hereinafter provided, during the Restriction Period.
Except for such restrictions on transfer, the Par-
ticipant as owner of such shares of Restricted Stock
shall have all the rights of a holder of such
Restricted Stock.
At the expiration of the Restriction Period, the
Corporation shall redeliver to the Participant (or
his legal representative or designated beneficiary)
the shares deposited pursuant to Section 14.1.
14.4 Termination of Employment. Upon a Participant's
-------------------------
death, retirement or disability, the restrictions
imposed under this Article XIV shall lapse with
respect to such number of shares theretofore awarded
to him as shall be determined by the Committee, but,
in no event less than a number equal to the product
of (i) a fraction, the numerator of which is the
number of completed months elapsed after the date of
award of the Restricted Stock to the Participant to
the date of termination and the denominator of which
is the number of months in the Restriction Period
and (ii) the number of shares of Restricted Stock.
In the event the Participant ceases to be an
employee for any other reason, all shares of
Restricted Stock theretofore awarded to him or her
which are still subject to restrictions shall be
forfeited and the Corporation shall have the right
to complete the blank stock power.
14.5 The Committee may at any time remove the restric-
tions on the Restricted Stock or amend the
Restricted Stock Agreement with the consent of the
Participant.
XV. DIVIDEND EQUIVALENTS
15.1 The Committee is hereby authorized to grant any Par-
ticipant Dividend Equivalents pursuant to which the
holder will be entitled to receive payments in cash
equivalent to all stock and/or cash dividends with
respect to a number of Shares determined by the Com-
mittee, however the Committee may provide that such
amounts (if any) shall be deemed to have been rein-
vested in additional Shares or otherwise reinvested.
Subject to the terms of the Plan and any applicable
award agreement, such awards may have such terms and
conditions as the Committee shall determine. All
Dividend Equivalents granted to a Participant shall
terminate upon the termination of the employment of
any Participant.
XVI. NONTRANSFERABILITY OF OPTIONS, DIVIDEND EQUIVALENTS AND
STOCK APPRECIATION RIGHTS
16.1 No Option, Dividend Equivalent, Performance Share or
Unit or Right shall be transferable, whether by
operation of law or otherwise, other than by will or
the laws of descent and distribution or by a quali-
fied domestic relations order, and any Option or
Right shall be exercisable, during the lifetime of
the Participant, only by such Participant. No In-
centive Option and no Right related to an Incentive
Option shall be transferable other than by will or
by the laws of descent and distribution. Notwith-
standing anything in this Section 16.1 to the con-
trary, the Committee may, in its sole discretion,
grant a Non-Qualified Option that is transferable by
a Participant (but not by a Participant's trans-
feree) to any member of the Participant's immediate
family, to a trust established for the exclusive
benefit of one or more members of the Participant's
immediate family, to a partnership or other entity
of which the only partners or interest holders are
members of the Participant's immediate family, and
to a charitable organization, or to any of the fore-
going; provided, however, that (i) the Participant
receives no consideration for the transfer and (ii)
the Participant gives the Committee at least fifteen
(15) days prior written notice of any proposed
transfer. Following any transfer permitted by the
preceding sentence, a transferred Non-Qualified
Option shall continue to be subject to the same
terms and conditions that were applicable immedi-
ately prior to its transfer and shall be exercisable
by the transferee only to the extent and for the
periods that it would have been exercisable by the
Participant. The Committee may, in its sole discre-
tion, amend an outstanding Non-Qualified Option to
provide that the Non-Qualified Option will be trans-
ferable in the manner described in the two immedi-
ately preceding sentences. As used in this Section
16.1, the term "immediate family" shall mean any
child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-
in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, and shall include relationships
arising from legal adoption.
XVII. TERMINATION OF EMPLOYMENT
17.1 Upon and including thirty days after the termination
of the employment of any Participant with the Com-
pany and all subsidiary corporations of the Company,
any Option, Dividend Equivalent or Right previously
granted to the Participant, unless otherwise speci-
fied by the Committee in the Option, Dividend
Equivalent or Right, shall, to the extent not there-
tofore exercised, terminate and become null and
void)provided that:
(a) if the Participant shall die while in the
employ of such corporation or during either the
three (3) month or one (1) year period, which-
ever is applicable, specified in clause (b)
below and at a time when such Participant was
entitled to exercise an Option or Right as
herein provided, the legal representative of
such Participant, or such person who acquired
such Option or Right by bequest or inheritance
or by reason of the death of the Participant,
may, not later than one (1) year from the date
of death, exercise such Option or Right, to the
extent not theretofore exercised, in respect of
any or all of such number of Shares as speci-
fied by the Committee in such Option or Right;
(b) if the employment of any Participant to whom
such Option or Right shall have been granted
shall terminate by reason of the Participant's
retirement (at such age or upon such conditions
as shall be specified by the Committee), dis-
ability (as described in Section 22(e)(3) of
the Code) or dismissal by the employer other
than for a Covered Event, and while such Par-
ticipant is entitled to exercise such Option or
Right as herein provided, such Participant
shall have the right to exercise such Option or
Right, to the extent not theretofore exercised,
in respect of any or all of such number of
Shares as specified by the Committee in such
Option or Right, at any time up to and
including (i) three (3) months after the date
of such termination of employment in the case
of termination by reason of retirement or dis-
missal other than for a Covered Event and (ii)
one (1) year after the date of termination of
employment in the case of termination by reason
of disability; and
(c) If the employment of the Participant is termi-
nated because of a Covered Event other than a
Covered Event specified in Section 17.3(c), any
and all Awards held by the Participant shall
immediately upon termination become null and
void and all restricted stock held by the Par-
ticipant shall be forfeited.
In no event, however, shall any person be
entitled to exercise any Option or Right after
the expiration of the period of exercisability
of such Option or Right as specified therein.
17.2 If a Participant voluntarily terminates his employ-
ment, or is terminated as a result of a Covered
Event, any Option or Right granted hereunder shall,
unless otherwise specified by the Committee in the
Option or Right, forthwith terminate with respect to
any unexercised portion thereof.
17.3 For the purposes of the Plan, the term "Covered
Event" shall mean (a) the commission by an employee
of a criminal or other act that causes or probably
will cause substantial economic damage to the Com-
pany or a subsidiary corporation of the Company or
substantial injury to the business reputation of the
Company or a subsidiary corporation of the Company;
(b) the commission by an employee of an act of fraud
in the performance of such employee's duties on
behalf of the Company or a subsidiary corporation of
the Company; (c) the continuing failure of an
employee to perform the duties of such employee to
the Company or a subsidiary corporation of the Com-
pany (other than such failure resulting from the
employee's incapacity due to physical or mental ill-
ness) after written notice thereof (specifying the
particulars thereof in reasonable detail) and a rea-
sonable opportunity to be heard and cure such
failure are given to the employee by the Board of
Directors; or (d) the order of a court of competent
jurisdiction requiring the termination of the
employee's employment.
17.4 If an Option or Right shall be exercised by the
legal representative of a deceased Participant, or
by a person who acquired an Option or Right by
bequest or inheritance or by reason of the death of
any Participant, written notice of such exercise
shall be accompanied by a certified copy of letter
testamentary or equivalent proof of the right of
such legal representative or other person to exer-
cise such Option or Right.
17.5 For the purposes of the Plan, including Sections
13.8 and 14.4, an employment relationship shall be
deemed to exist between an individual and a corpo-
ration if, at the time of the determination, the
individual was an "employee" of such corporation for
purposes of Section 422(a) of the Code. If an indi-
vidual is on disability, military, or sick leave or
other bona fide leave of absence, such individual
shall be considered an "employee" for purposes of
the exercise of an Option or Right and shall be
entitled to exercise such Option or Right during
such leave if the period of such leave does not
exceed ninety (90) days, or, if longer, so long as
the individual's right to reemployment with his
employer is guaranteed either by statute or by
contract. If the period of leave exceeds ninety
(90) days, the employment relationship shall be
deemed to have terminated on the ninety-first (91st)
day of such leave, unless the individual's right to
reemployment is guaranteed by statute or contract.
17.6 A termination of employment shall not be deemed to
occur by reason of (i) the transfer of a Participant
from employment by the Company to employment by a
subsidiary corporation of the Company or (ii) the
transfer of a Participant from employment by a sub-
sidiary corporation of the Company to employment by
the Company or by another subsidiary corporation of
the Company.
XVIII. ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS
18.1 In the event of any change in the outstanding Shares
through merger, consolidation, reorganization, re-
capitalization, stock dividend, stock split, split-
up, split-off, spin-off, combination or exchange of
shares, or other like change in capital structure
of the Company, an adjustment shall be made to each
outstanding Option and Right such that each such
Option and Right shall thereafter be exercisable for
such securities, cash and/or other property as would
have been received in respect of the Shares subject
to such Option or Right had such Option or Right be
exercised in full immediately prior to such change,
and such an adjustment shall be made successively
each time any such change shall occur. The term
"Shares" after any such change shall refer to the
securities, cash and/or property then receivable
upon exercise of an Option or Right. In addition,
in the event of any such change, the Committee shall
make any further adjustment as may be appropriate to
the maximum number of Shares subject to the Plan,
the maximum number of Shares, if any, for which
Options or Rights may be granted to any one
employee, and the number of Shares and price per
Share subject to outstanding Options or Rights as
shall be equitable to prevent dilution or enlarge-
ment of rights under such Options or Rights, and the
determination of the Committee as to these matters
shall be conclusive. Notwithstanding the foregoing,
(i) each such adjustment with respect to an Incen-
tive Option and any related Right shall comply with
the rules of Section 424(a) of the Code, and (ii) in
no event shall any adjustment be made which would
render any Incentive Option granted hereunder other
than an "incentive stock option" for purposes of
Section 422 of the Code. Notwithstanding the fore-
going, no adjustment for a stock dividend or other
distribution shall be required to be made with
respect to an Option or Right which had been granted
in conjunction with a Dividend Equivalent unless the
Committee in its sole discretion so decides.
18.2 For purposes of the Plan, a "change in control' of
the Company occurs if: (a) any "person" (defined as
such term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act, as amended) other than a "person"
who together with all members of such person's
family as of the Effective Date was the beneficial
owner, directly or indirectly, of twenty-five per-
cent (25%) or more of the Company's Common Stock, is
or becomes the beneficial owner, directly or indi-
rectly, of securities of the Company representing
twenty-five percent (25%) or more of the combined
voting power of the Company's outstanding securities
then entitled to vote for the election of directors;
(b) there is a change in the composition of the
Board over a period of twenty-four (24) consecutive
months or less such that a majority of the Board
members (rounded up to the next whole number) cease,
by reason of one or more proxy contests for the
election of Board members, to be comprised of indi-
viduals who either (x) have been Board members
continuously since the beginning of such period or
(y) have been elected or nominated for election as
Board members during such period by at least two-
Thirds of the Board members described in clause (x)
who were still in office at the time such election
or nomination was approved by the Board; or (c) the
shareholders shall approve the sale of all or sub-
stantially all of the assets of the Company or any
merger, consolidation, issuance of securities or
purchase of assets, the result of which would be the
occurrence of any event described in clause (a) or
(b) above.
18.3 In the event of a change in control of the Company
(as defined above), then all outstanding Options and
Rights shall immediately become exercisable.
XIX. RIGHT TO TERMINATE EMPLOYMENT; NO RIGHT TO RECEIVE AWARDS
19.1 The Plan shall not impose any obligation on the Com-
pany or on any subsidiary corporation thereof to
continue the employment of any Participant; and it
shall not impose any obligation on the part of any
Participant to remain in the employ of the Company
or of any subsidiary corporation thereof. The right
to terminate the employment of a Participant at
anytime and for any reason is specifically reserved.
19.2 No employee or other person shall have any claim or
right to be granted an Award under the Plan. Deter-
minations made by the Committee under the Plan need
not be uniform and maybe made selectively among
eligible individuals under the Plan whether or not
such eligible individuals are similarly situated and
whether or not such eligible individual had
previously received an Award under the Plan. No
Participant or other person shall have any rights
with respect to the Plan, the Shares reserved for
issuance under the Plan or in any Award, contingent
or otherwise, until written evidence of the Award,
addressed to such Participant or other person has
been delivered to the recipient and all terms, con-
ditions and provisions of the Plan and the Award
applicable to the recipient (and each person
claiming under or through him or her) have been met.
XX. PURCHASE FOR INVESTMENT
20.1 Except as hereafter provided, a Participant shall,
upon any exercise of an Option, Right or receipt of
a Restricted stock or Performance Share or Unit, and
as a condition precedent to any such exercise or re-
ceipt, execute and deliver to the Company a written
statement, in form satisfactory to the Company, in
which such Participant represents and warrants that
such Participant is purchasing or acquiring the
Shares acquired thereunder for such Participant's
own account, for investment only and not with a view
to the resale or distribution thereof, and agrees
that any subsequent offer for sale or sale or dis-
tribution of any of such Shares shall be made only
pursuant to either (a) a Registration Statement on
an appropriate form under the Securities Act of
1933, as amended (the "Securities Act"), which Reg-
istration Statement has become effective and is cur-
rent with regard to the Shares being offered or
sold, or (b)a specific exemption from the registra-
tion requirements of the Securities Act, but in
claiming such exemption the holder shall, if so
requested by the Company, prior to any offer for
sale or sale of such Shares, obtain a prior favor-
able written opinion, in form and substance satis-
factory to the Company, from counsel for or approved
by the Company, as to the applicability of such
exemption thereto. The foregoing restriction shall
not apply to (i) issuances by the Company so long as
the Shares being issued are registered under the
Securities Act and a prospectus in respect thereof
is current or (ii) reofferings of Shares by 26
affiliates of the Company as defined in Rule 405 or
any successor rule or regulation promulgated under
the Securities Act if the Shares being reoffered are
registered under the Securities Act and a prospectus
in respect thereof is current.
XXI. ISSUANCE OF CERTIFICATES; LEGENDS; PAYMENT OF EXPENSES
21.1 Except as set forth in Article XIV, upon (i) any
award of Restricted Stock, Performance Share or
Unit, or the exercise of an Option or Right, (ii)
satisfaction of any conditions precedent and (iii)
in the case of an Option, payment of the purchase
price, a certificate or certificates for the Shares
as to which the Option or Right has been exercised
or the Restricted Stock or Performance Share awarded
shall be issued by the Company in the name of the
person exercising the Option or Right or granted the
Restricted Stock or Performance Share and shall be
delivered to or upon the order of such person or
persons.
21.2 The Company may endorse such legend or legends upon
the certificates for Shares issued pursuant to the
Plan and may issue such "stop transfer" instructions
to its transfer agent in respect of such Shares as,
in its discretion, it determines to be necessary or
appropriate to (i) prevent a violation of, or to
perfect an exemption from, the registration require-
ments of the Securities Act, (ii) implement the pro-
visions of the Plan, and any agreement between the
Company and the holder of such Restricted Stock,
Performance Share, Option or Right with respect to
such Shares, or (iii) permit the Company to deter-
mine the occurrence of a disqualifying disposition,
within the meaning of Section 421(b) of the Code, of
Shares transferred upon exercise of an Incentive
Option granted under the Plan.
21.3 The Company shall pay all issue or transfer taxes
with respect to the issuance or transfer of Shares,
as well as all fees and expenses incurred by the
Company in connection with such issuance or trans-
fer.
21.4 All Shares issued as provided herein shall be fully
paid and non-assessable to the extent permitted by
law.
XXII. WITHHOLDING TAXES
22.1 The Company may require an employee exercising a
Right or a Non-Qualified Option granted hereunder;
receiving dividends pursuant to a Dividend Equiva-
lent; receiving Restricted Stock or Performance
Shares; or disposing of Shares acquired pursuant to
the exercise of an Incentive Option in a disquali-
fying disposition (within the meaning of Section
421(b) of the Code), to reimburse the corporation
that employs such employee for any taxes required by
any government to be withheld or otherwise deducted
and paid by such corporation in respect of the
issuance or disposition of such Shares. In lieu
thereof, the employer corporation shall have the
right to withhold the amount of such taxes from any
other sums due or to become due from such corpora-
tion to such employee upon such terms and conditions
as the Committee shall prescribe. The employer
corporation may, in its discretion, hold the stock
certificate to which such employee is entitled upon
the exercise of an Option or Right or awarding of
Restricted Stock or Performance Shares as security
for the payment of such withholding tax liability,
until cash sufficient to pay that liability has been
accumulated.
XXIII. LISTING OF SHARES AND RELATED MATTERS
23.1 If at any time the Board of Directors shall deter-
mine in its discretion that the listing, registra-
tion or qualification of the Shares covered by the
Plan upon any national securities exchange or under
any state or federal law, or the consent or approval
of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with,
the sale or purchase of Shares under the Plan, no
Shares shall be issued unless and until such
listing, registration qualification, consent or
approval shall have been effected or obtained, or
otherwise provided for, free of any conditions not
acceptable to the Board of Directors.
XXIV. AMENDMENT OF THE PLAN
24.1 The Board of Directors or the Committee may, from
time to time, amend the Plan, provided that no
amendment shall be made, without the approval of the
shareholders of the Company, that will (i) increase
the total number of Shares reserved for Awards under
the Plan (other than an increase resulting from an
adjustment provided for in Article XVIII), (ii)
reduce the exercise price of any Incentive Option
granted hereunder below the price required by the
Code, (iii) modify the provisions of the Plan
relating to eligibility, or (iv) materially increase
the benefits accruing to participants under the
Plan. However, the Board of Directors or the Com-
mittee shall be authorized to amend the Plan and the
Options granted thereunder without shareholder
approval to permit the Incentive Options granted
thereunder to qualify as "incentive stock options"
within the meaning of Section 422 of the Code. The
rights and obligations under any Option, Right or
Restricted Stock Agreement granted before amendment
of the Plan or any unexercised portion of an Option
or Right granted before such amendment shall not be
adversely affected by amendment of the Plan or the
Option Right or Restricted Stock without the consent
of the holder of the Option, Right or Restricted
Stock.
XXV. TERMINATION OR SUSPENSION OF THE PLAN
25.1 The Board of Directors or the Committee may at any
time and for any or no reason suspend or terminate
the Plan. The Plan, unless sooner terminated under
Article IV or by action of the Board of Directors or
the Committee, shall terminate at the close of busi-
ness on the Termination Date. An Award may not be
granted while the Plan is suspended or after it is
terminated. Awards granted while the Plan is in
effect shall not be altered or impaired by suspen-
sion or termination of the Plan, except upon the
consent of the person to whom the Awards were
granted. The power of the Committee under Article V
to construe and administer any Awards granted prior
to the termination or suspension of the Plan shall
continue after such termination or during such
suspension.
XXVI. GOVERNING LAW
26.1 The Plan, such Awards' as may be granted thereunder
and all related matters shall be governed by, and
construed and enforced in accordance with, the laws
of the State of Texas from time to time obtaining,
provided that matters involving the internal affairs
of the Company shall be governed by the laws of the
state of the Company's incorporation.
XXVII. PARTIAL INVALIDITY
27.1 The invalidity or illegality of any provision herein
shall not be deemed to affect the validity of any
other provisions.
XXVIII. UNFUNDED PLAN
28.1 The Plan shall be unfunded. The Company shall not
be required to establish any special or separate
fund or to make any other segregation of assets to
assure the payment of any Award under the Plan, and
rights to the payment of Awards shall be no greater
than the rights of the Company's general creditors.
XXIX. NO TAX WARRANTIES
29.1 The Company makes no representations or warranties
regarding the tax consequences or tax attributes of
any aspect of the Plan or any Awards made pursuant
to the Plan.
<PAGE>
EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
<PAGE>
COMPUTATION OF PER SHARE EARNINGS Exhibit 11
Years Ended June 30,
----------------------------
1998 1997 1996
-------- -------- --------
(thousands of dollars, except
shares and per share amounts)
Net earnings available for
common stock.................. $ 12,229 $ 19,032 $ 20,839
======== ======== ========
Basic earnings per share:
Average shares outstanding.... 27,580 26,886 26,759
======== ======== ========
Basic earnings per share...... $ .44 $ .71 $ .78
Diluted earnings per share:
Average shares outstanding.... 27,580 26,886 26,759
Common stock equivalents...... 1,073 1,061 838
-------- -------- --------
Average shares outstanding.... 28,653 27,947 27,597
======== ======== ========
Diluted earnings per share.... $ .43 $ .68 $ .76
======== ======== ========
- - ------------------------
Note: All periods have been adjusted for each of the 5% stock
dividends distributed on December 10, 1997, December 10,
1996 and November 27, 1995, the three-for-two stock split
distributed in the form of a 50% stock dividend on
July 13, 1998 and the four-for-three stock split dis-
tributed in the form of a 33 % stock dividend on
March 11, 1996.
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF THE COMPANY
<PAGE>
SUBSIDIARIES OF THE COMPANY Exhibit 21
State or Country
Name of Incorporation
- - --------------------------------------------- ----------------
Atlantic Utilities Delaware
Atlantic Gas Corporation Delaware
ConTigo, Inc. Delaware
Energia Estrella del Sur, S. A. de C. V. Mexico
Energy WorX, Inc. Delaware
KellAir Aviation Company Delaware
Lavaca Realty Company Delaware
Mercado Gas Services Inc. Delaware
Norteno Pipeline Company Delaware
Southern Union Energy International, Inc. Delaware
Southern Union Financing I Delaware
Southern Union International Investments, Inc. Delaware
Southern Union Total Energy Systems, Inc. Delaware
Southern Transmission Company Delaware
SUPro Energy Company Delaware
- - -------------------------
Note: Six other wholly-owned subsidiaries of Southern Union Com-
pany, Southern Union Financing II (a Delaware corpora-
tion), Southern Union Financing III (a Delaware
corporation), Southern Union Gas Company, Inc. (a Delaware
corporation), Southern Union Gas Company, Inc. (a Texas
corporation), Western Utilities, Inc. (a Delaware corpora-
tion) and Western Utilities, Inc. (a New Mexico corpora-
tion), conduct no business except to the extent necessary
to hold their name.
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23
We consent to the incorporation by reference in the registration
statements of Southern Union Company and Subsidiaries (the "Com-
pany") on Form S-3 (File Nos. 33-58297, 333-02965 and 333-10585)
and Form S-8 (File Nos. 2-79612, 33-37261, 33-69596 and 33-69598)
of our report dated August 25, 1998, on our audits of the con-
solidated financial statements of the Company as of June 30, 1998
and 1997, and for the years ended June 30, 1998, 1997 and 1996,
which report is included in this Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Austin, Texas
September 25, 1998
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
<PAGE>
POWER OF ATTORNEY Exhibit 24
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signa-
ture appears below constitutes and appoints Peter H. Kelley,
Ronald J. Endres and David J. Kvapil, or any of them, as such
person's true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, for such person and in such
person's name, place and stead, in any and all capacities, to
sign the Annual Report on Form 10-K for the fiscal year ended
June 30, 1998 of Southern Union Company, a Delaware corporation,
and any amendments thereto, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and the New York
Stock Exchange.
Dated: September 14, 1998
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
ADAM M. LINDEMANN DAN K. WASSONG
- - ----------------- --------------
Adam M. Lindemann Dan K. Wassong
KURT A. GITTER, M.D.
- - --------------------
Kurt A. Gitter
<PAGE>
EXHIBIT 27
FINANCIAL DATA SCHEDULE
<PAGE>
FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> UT
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> YEAR
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> $ 848,409,000
<OTHER-PROPERTY-AND-INVEST> $ 9,741,000
<TOTAL-CURRENT-ASSETS> $ 84,667,000
<TOTAL-DEFERRED-CHARGES> $ 94,550,000
<OTHER-ASSETS> $ 5,397,000
<TOTAL-ASSETS> $ 1,047,764,000
<COMMON> $ 28,252,000
<CAPITAL-SURPLUS-PAID-IN> $ 252,638,000
<RETAINED-EARNINGS> $ 16,738,000
<TOTAL-COMMON-STOCKHOLDERS-EQ> $ 296,834,000
$ 0
$ 100,000,000
<LONG-TERM-DEBT-NET> $ 406,407,000
<SHORT-TERM-NOTES> $ 1,600,000
<LONG-TERM-NOTES-PAYABLE> $ 0
<COMMERCIAL-PAPER-OBLIGATIONS> $ 0
<LONG-TERM-DEBT-CURRENT-PORT> $ 1,777,000
$ 0
<CAPITAL-LEASE-OBLIGATIONS> $ 0
<LEASES-CURRENT> $ 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> $ 241,146,000
<TOT-CAPITALIZATION-AND-LIAB> $ 1,047,764,000
<GROSS-OPERATING-REVENUE> $ 669,304,000
<INCOME-TAX-EXPENSE> $ 7,984,000
<OTHER-OPERATING-EXPENSES> $ 107,527,000
<TOTAL-OPERATING-EXPENSES> $ 160,171,000
<OPERATING-INCOME-LOSS> $ 68,667,000
<OTHER-INCOME-NET> $ 4,073,000
<INCOME-BEFORE-INTEREST-EXPEN> $ 47,113,000
<TOTAL-INTEREST-EXPENSE> $ 34,884,000
<NET-INCOME> $ 12,229,000
$ 0
<EARNINGS-AVAILABLE-FOR-COMM> $ 12,229,000
<COMMON-STOCK-DIVIDENDS> $ 0
<TOTAL-INTEREST-ON-BONDS> $ 0
<CASH-FLOW-OPERATIONS> $ 68,257,000
<EPS-PRIMARY> $ .44
<EPS-DILUTED> $ .43
</TABLE>
