<PAGE>
Registration No. 333-
----------
As filed with the Securities and Exchange Commission on
September 22, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SOUTHERN UNION COMPANY Delaware 75-0571592
(Exact name of Registrant (State or other (I.R.S. Employer
as specified in its Jurisdiction of Identification
Charter) Incorporation Number)
or Organization)
504 Lavaca Street, Suite 800
Austin, Texas 78701
(512) 477-5852
(Address, including zip code, and telephone number,
including area code, of each registrant's principal
executive offices)
--------------------------
Dennis K. Morgan, Esq. With a copy to:
Senior Vice President-Legal Stephen A. Bouchard, Esq.
and Secretary Fleischman and Walsh, L.L.P.
SOUTHERN UNION COMPANY 1400 Sixteenth Street, N.W.,
504 Lavaca Street Suite 600
Suite 800 Washington, D.C. 20036
Austin, Texas 78701 (202) 939-7911
(512) 477-5852
(Name, address, including zip code, and telephone
number, including area code, of agent for service
for each registrant)
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Approximate Date of Commencement of Proposed Sale to Public:
From time to time after the effective date of the Registration
Statement, as determined by market conditions.
------------------------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following blank:
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
please check the following blank: X
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<PAGE>
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Each Class Amount to Offering Aggregate Amount of
of Securi- be Price Per Offering Registration
ties to be Registered Unit Price Fee
Registered (1) (1)(2)(3) (1)(2)(3) (2)(4)
- ------------- ------------ --------- ------------ ------------
Senior or
Subordi-
nated Debt
Securities
of Southern
Union Com-
pany
- ------------- ------------ --------- ------------ ------------
Total $400,000,000 100% $400,000,000 $111,200
(1) Such indeterminate principal amount of Senior or Subordi-
nated Debt Securities of Southern Union Company as may from
time to time be issued at indeterminate prices.
(2) Estimated solely for the purpose of calculating the regis-
tration fee pursuant to Rule 457. The aggregate public
offering price of the Senior or Subordinated Debt Securities
of Southern Union Company registered hereby will not exceed
$400,000,000.
(3) Exclusive of accrued interest and distributions, if any.
(4) Pursuant to Rule 429 under the Securities Act of 1933, the
Registrant is carrying forward $196,907,220 of securities
previously registered on its Registration Statement on Form
S-3, File No. 33-58297, none of which have been issued or
sold and for which it has paid $67,899.51 of registration
fees at the then-effective rate, which are being applied in
lieu of $54,740.20 of registration fees due at the present
rate for this Registration Statement.
Pursuant to Rule 429 under the Securities Act of 1933, the
prospectus included in this registration statement is a combined
prospectus relating also to securities previously registered
pursuant to the Registration Statement on Form S-3 (File No.
33-58297) and not issued, which other registration statement, as
amended, previously filed by Southern Union Company has been
declared effective.
The Registrants hereby amend this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrants shall file a further amendment that
specifically states that this Registration Statement shall there-
after become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant
to said Section 8(a) may determine.
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<PAGE>
The information in this preliminary prospectus is not complete
and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an
offer to sell these securities and is not soliciting an offer to
buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED , 1999
-----------
PROSPECTUS
$400,000,000
SOUTHERN UNION COMPANY
Senior Debt Securities and Subordinated Debt Securities
Southern Union Company may offer and sell in one or more
offerings:
- unsecured senior debt securities consisting of debentures,
notes or other evidence of indebtedness in one or more
series, and
- unsecured subordinated debt securities consisting of
debentures, notes or other evidence of indebtedness in one
or more series.
The subordinated debt securities when issued will be unsecured
obligations of Southern Union. Southern Union's obligations
under the subordinated debt securities will be subordinate and
junior in right of payment to certain other indebtedness of
Southern Union.
The aggregate initial offering price of the securities that we
offer by this prospectus will not exceed $400,000,000. We will
offer the securities in amounts, at prices and on terms to be
determined by market conditions at the time of our offerings.
We will provide the specific terms of the securities in supple-
ments to this prospectus. You should read the prospectus and the
prospectus supplements carefully before you invest in any of our
securities. This prospectus may not be used to consummate sales
of our securities unless it is accompanied by a prospectus sup-
plement.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURI-
TIES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COM-
PLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1999.
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<PAGE>
TABLE OF CONTENTS
Page
Number
------
About this Prospectus.....................................
Cautionary Statement Regarding Forward-Looking Statements.
Where You Can Find More Information.......................
Southern Union Company....................................
Use of Proceeds...........................................
Ratio of Earnings to Fixed Charges........................
Description of the Debt Securities........................
Plan of Distribution......................................
Legal Matters.............................................
Experts...................................................
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have
filed with the Securities and Exchange Commission (SEC) utilizing
a "shelf" registration process. Under this shelf process, we
may, over the next two years, sell different types of securities
described in this prospectus in one or more offerings up to a
total offering amount of $400,000,000. This prospectus provides
you with a general description of the securities we may offer.
Each time we sell securities, we will provide a prospectus sup-
plement that will contain specific information about the terms of
that offering and the securities offered by us in that offering.
The prospectus supplement may also add, update or change informa-
tion in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional informa-
tion described under the heading "Where You Can Find More Infor-
mation."
In this prospectus, references to "Southern Union Company," "we,"
"us" and "our" mean Southern Union Company.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
We have made statements in this prospectus, the accompanying
prospectus supplement and in documents that are incorporated by
reference into this document that constitute forward-looking
statements. These statements are subject to risks and uncer-
tainties. Forward-looking statements include information con-
cerning possible or assumed future results of our operations.
These statements may relate to, but are not limited to, informa-
tion or assumptions about earnings per share, capital and other
expenditures, dividends, financing plans, capital structure, cash
flow, pending legal proceedings and claims, including environmen-
tal matters, future economic performance, operating income, cost
savings, management's plans, goals and objectives for future
operations and growth and markets for our common stock. These
forward-looking statements generally are accompanied by words
such as "intend," "anticipate," "believe," "estimate," "expect,"
"should" or similar expressions. You should understand that
these forward-looking statements are necessary estimates
reflecting the best judgment of our senior management, not
guarantees of future performance. They are subject to a number
of assumptions, risks and uncertainties that could cause actual
results to differ materially from those expressed or implied in
the forward-looking statements.
Important factors that could cause actual results to differ
materially from estimates or projections contained in forward-
looking statements include, among others, the following:
- the timing and extent of changes in commodity prices;
- gas sales volumes;
- weather conditions and other natural phenomena in our ser-
vice territories;
- the achievement of operating efficiencies and the purchase
and implementation of new technologies for attaining such
efficiencies;
- impact of relations 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 affecting the com-
panies, including the restructuring of the natural gas
industry in Pennsylvania, Texas, Missouri and Florida;
- the impact of any year 2000 disruption; and
- the nature and impact of any extraordinary transactions such
as any acquisition or divestiture of a business unit or any
assets.
These are representative 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 con-
ditions, and general economic conditions, including interest rate
fluctuations, federal, state and local laws and regulations
affecting the retail gas industry or the energy industry
generally, and other factors.
Other factors that could cause actual results to differ
materially from estimates and projections contained in forward-
looking statements are described in the documents that have been
incorporated by reference into this document. You should not
place undue reliance on forward-looking statements, which speak
only as of the date of this prospectus, or, in the case of docu-
ments incorporated by reference, the date of those documents.
All subsequent written and oral forward-looking statements
attributable to us or any person acting on our behalf are
expressly qualified in their entirety by the cautionary state-
ments contained or referred to in this section. We will not
release publicly any revisions to these forward-looking state-
ments reflecting events or circumstances after the date of this
prospectus or reflecting the occurrence of unanticipated events,
unless the securities laws require us to do so.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement with the SEC under the
Securities Act of 1933 that registers the securities offered by
this prospectus. The registration statement, including the
attached exhibits, contains additional relevant information about
us. The rules and regulations of the SEC allow us to omit some
information included in the registration statement from this
prospectus.
<PAGE>
In addition, we file annual, quarterly and special reports, proxy
statements and other information with the SEC under the Securi-
ties Exchange Act of 1934 ("Exchange Act"). You may read and
copy this information at the following locations of the SEC:
Public Reference Room New York Regional Chicago Regional
Room 1024 Office Office
450 Fifth Street, N.W. Suite 100 Citicorp Center
Washington, D.C. 20549 7 World Trade Center Suite 1400
New York, New York 500 West Madison
10048 Street
Chicago, Illinois
60661-2511
You may also obtain copies of this information by mail from the
public reference section of the SEC, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, at prescribed rates. Please call
the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. The SEC also maintains an Internet world wide
web site that contains reports, proxy statements and other infor-
mation about issuers, including Southern Union Company, who file
electronically with the SEC. The address of that site is
http://www.sec.gov. You can also inspect reports, proxy state-
ments and other information about us at the offices of The New
York Stock Exchange, Inc., located at 20 Broad Street, New York,
New York 10005.
The SEC allows us to "incorporate by reference" information into
this prospectus. This means that we can disclose important infor-
mation to you by referring you to another document filed sepa-
rately with the SEC. The information incorporated by reference is
considered to be part of this document, except for any informa-
tion that is superseded by information that is included directly
in this document.
We incorporate by reference the documents listed below that we
have previously filed with the SEC. They contain important
information about us and our financial condition.
SEC FILINGS (FILE NO. 1-6407) DESCRIPTION OR PERIOD/AS OF DATE
- ----------------------------- --------------------------------
Annual Report on Form 10-K Year ended June 30, 1999
Definitive Proxy Statement on Definitive Proxy Statement
Schedule 14A Relating to the 1999 Annual
Meeting of Stockholders (filed
on September 17, 1999)
We incorporate by reference additional documents that we may file
with the SEC until all of the securities offered by this
prospectus have been sold. These documents include periodic
reports, including Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, as well as proxy
statements.
You can obtain any of the documents incorporated by reference in
this document through us or from the SEC through the SEC's web
site at the address provided above. Documents incorporated by
reference are available from us without charge, excluding any
exhibits to those documents unless the exhibit is specifically
incorporated by reference as an exhibit in this document. You can
obtain documents incorporated by reference in this document by
requesting them in writing or by telephone from us at the fol-
lowing address:
Attention: George Yankowski
Director of Investor Relations
Southern Union Company
504 Lavaca Street, Eighth Floor
Austin, Texas 78701
Telephone No.: (512) 477-5852
WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION THAT DIFFERS FROM, OR ADDS TO, THE INFORMATION IN
THIS DOCUMENT OR IN OUR DOCUMENTS THAT ARE PUBLICLY FILED WITH
THE SEC. THEREFORE, IF ANYONE DOES GIVE YOU DIFFERENT OR ADDI-
TIONAL INFORMATION, YOU SHOULD NOT RELY ON IT.
IF YOU ARE IN A JURISDICTION WHERE IT IS UNLAWFUL TO OFFER TO
EXCHANGE OR SELL, OR TO ASK FOR OFFERS TO EXCHANGE OR BUY, THE
SECURITIES OFFERED BY THIS DOCUMENT, OR IF YOU ARE A PERSON TO
WHOM IT IS UNLAWFUL TO DIRECT THESE ACTIVITIES, THEN THE OFFER
PRESENTED BY THIS DOCUMENT DOES NOT EXTEND TO YOU.
THE INFORMATION CONTAINED IN THIS DOCUMENT SPEAKS ONLY AS OF ITS
DATE UNLESS THE INFORMATION SPECIFICALLY INDICATES THAT ANOTHER
DATE APPLIES.
<PAGE>
SOUTHERN UNION COMPANY
Our principal operations include:
- the distribution of natural gas as a public utility;
- the operation of natural gas pipeline systems;
- the distribution of propane; and
- the sale of commercial gas air conditioning and other gas-
fired engine-driven equipment.
We distribute natural gas through our divisions Southern Union
Gas, Missouri Gas Energy and Atlantic Utilities. Southern Union
Gas is headquartered in Austin, Texas and serves 513,000 custo-
mers in Texas, including the cities of Austin, El Paso,
Brownsville, Galveston, Harlingen, McAllen and Port Arthur.
Missouri Gas Energy is headquartered in Kansas City, Missouri and
serves about 484,000 customers in Kansas City, St. Joseph,
Joplin, Monett and other cities and locations in central and
western Missouri. Atlantic Utilities does business under the
name South Florida Natural Gas. South Florida Natural Gas is
headquartered in New Smyrna Beach, Florida and serves about
4,400 customers in the cities of New Smyrna Beach and Edgewater,
Volusia County and other locations in central Florida.
We have created subsidiaries to support and expand our natural
gas sales and to capitalize on our gas energy expertise. Our
subsidiaries market natural gas to end-users, operate natural gas
pipeline systems, distribute propane and sell commercial gas air
conditioning and other gas-fired engine-driven applications. By
providing "one-stop shopping," we can serve our customers' par-
ticular energy needs. Some of our subsidiaries hold investments
in real estate and other assets used mainly in our utility busi-
ness.
We are a sales and market-driven energy company. Our management
is committed to achieving profitable growth of our natural gas
energy businesses in an increasingly competitive business
environment. Our strategies for achieving these objectives are:
- promoting new sales opportunities and markets for natural
gas and propane;
- enhancing financial and operating performance;
- further development of existing systems; and
- selectively acquiring new systems.
Our management develops and continually evaluates these
strategies, by applying its experience and expertise in analyzing
the energy industry, technological advances, market opportunities
and general business trends. Each of these strategies reflects
our commitment to our core business of selling and transporting
natural gas.
We have a goal of planned growth and expansion in or related to
the utilities industry. Our management and board of directors
will determine the nature and location of any such properties,
the structure of any acquisitions and the method of financing
any expansion or growth. See "Cautionary Statement Regarding
Forward-Looking Statements."
On June 7, 1999, we announced a definitive merger agreement with
Pennsylvania Enterprises, Inc. (PEI). The agreement calls for
PEI to merge into us in a transaction valued at approximately
$500 million, including assumption of debt. If the merger is
approved, each PEI shareholder will receive Southern Union common
stock having a value of $32.00, plus $3.00 in cash, subject to
certain adjustments. PEI is a multifaceted energy company head-
quartered in Wilkes-Barre, Pennsylvania with natural gas distri-
bution being its primary business. PEI's principal subsidiary,
PG Energy, together with Honesdale Gas Company, serve more than
152,000 gas customers in northeastern and central Pennsylvania.
In addition, PEI markets electricity to more than 20,000 custo-
mers through PG Energy Power Plus. We anticipate having approval
from our shareholders and those of PEI and all regulatory
approvals for this merger in the second quarter of fiscal year
2000.
On December 31, 1997, we acquired Atlantic Utilities Corporation
and its subsidiaries (Atlantic) for shares of our common stock
valued in the aggregate at the time of issuance at $18,041,000
and $4,436,000 in cash. Atlantic is operated as South Florida
Natural Gas and Atlantic Gas Corporation, which is a propane
subsidiary of Southern Union. Atlantic currently serves 4,400
natural gas customers and 1,100 propane customers in central
Florida.
On July 23, 1997, two of our subsidiaries acquired an equity
ownership in a natural gas distribution company and other related
operations in Piedras-Negras, Mexico for $2,700,000. We cur-
rently have a 43% equity ownership in this company. The natural
gas distribution company currently serves about 19,500 customers
and is across the border from our Eagle Pass, Texas service area.
On September 8, 1997, we purchased a 45-mile intrastate pipeline,
which adds to our gas supply to the city of Eagle Pass and will
add to our gas supply to Piedras-Negras when the necessary regu-
latory approvals are received.
Our corporate headquarters are located at 504 Lavaca Street,
Suite 800, Austin, Texas 78701, and our telephone number is
(512) 477-5852.
USE OF PROCEEDS
We intend to add the net proceeds from the sale of the debt
securities offered by this prospectus to our general funds to be
used for general corporate purposes, including:
- repurchases of outstanding long-term debt securities in-
cluding those of any company that we acquire or that com-
bines with us;
- repayment of other borrowings including short-term borrowings
under bank credit agreements;
- funding for the cash portion of the consideration we pay to
acquire any company or when any company combines with us; or
- as otherwise disclosed in any supplement to this prospectus.
We may invest any funds we do not require immediately in market-
able securities and short-term investments.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed
charges for us on an historical basis for each of the five years
in the period ended June 30, 1999. For the purpose of calcu-
lating such ratios, "earnings" consist of income from continuing
operations before income taxes and "fixed charges" consist of
interest expense, amortization of debt discount or premium and an
estimate of interest implicit in rentals.
Year Ended June 30,
----------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges. 1.36 1.42 1.67 1.72 1.60
==== ==== ==== ==== ====
Pro Forma - Ratio of Earnings to
Fixed Charges(a)................. 1.45
====
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(a) This pro forma ratio gives effect to an increase in out-
standing debt, as of the beginning of the period presented,
primarily as a result of the acquisition of Pennsylvania
Enterprises, Inc., which we will finance primarily through
the issuance of common stock. The acquisition of
Pennsylvania Enterprises, Inc. was assumed to occur as of
the beginning of the period presented, as reflected in the
unaudited pro forma combined condensed statement of opera-
tions included in the Form S-4 of Southern Union Company
filed on September 10, 1999 (Registration No. 333-86883).
<PAGE>
DESCRIPTION OF THE DEBT SECURITIES
General
This is a description of the general terms and provisions of the
debt securities. The particular terms of the debt securities
will be described in a prospectus supplement relating to those
securities.
The debt securities may be issued in one or more series and will
be either senior debt securities or subordinated debt securities.
Senior debt securities will be issued under a "senior debt
securities indenture" between us and The Chase Manhattan Bank,
N.A., as the senior debt securities trustee. The subordinated
debt securities will be issued under a "subordinated debt
securities indenture" between us and The Chase Manhattan Bank,
N.A., as the subordinated debt securities trustee. The senior
debt securities indenture and the subordinated debt securities
indenture will each be called an "indenture" and together the
"indentures." The senior debt securities trustee and the sub-
ordinated debt securities trustee will each be called a "trustee"
and together the "trustees."
We have summarized selected provisions of the debt securities and
the indentures below. These descriptions only summarize material
provisions of the indentures. We have not restated the entire
agreements. We urge you to read each indenture because each one,
and not this description, defines your rights as a holder of our
debt securities. Copies of the indentures are filed as exhibits
to the registration statement that includes this prospectus.
The debt securities will be our direct, unsecured obligations.
The senior debt securities will rank equally with all of our
other senior and unsubordinated debt. The subordinated debt
securities will have a junior position to all of our senior debt
securities. The general summary that follows applies to both
our senior debt securities and our subordinated debt securities
except when we specifically say the information applies to one
or the other.
The indentures provide that the debt securities may be issued
from time to time in one or more series. A prospectus supple-
ment and a supplemental indenture relating to any series of
debt securities being offered will include specific terms
relating to the offered debt securities. These terms will
include some or all of the following:
- the title and type of the debt securities;
- the total principal amount of the debt securities and the
currency, if other than U. S. dollars, in which such notes
are denominated;
- the percentage of the principal amount at which the debt
securities will be issued and any payments due if the
maturity of the debt securities is accelerated;
- the dates on which the principal of the debt securities will
be payable and the terms on which any such maturity date may
be extended;
- the interest rate which the debt securities will bear and
the interest payment dates for the debt securities;
- any optional redemption periods;
- any sinking fund or other provisions that would obligate us
to repurchase or otherwise redeem some or all of the debt
securities;
- any changes to or additional events of default or
covenants;
- any special tax implications of the debt securities,
including provisions for original issue discount securities,
if offered;
- restrictions on the declaration of dividends on our capital
stock (other than dividends in such stock) or requiring
the maintenance of any asset ratio or the creation or
maintenance of reserves; and
- any other terms of the debt securities.
The indentures do not limit the aggregate principal amount of
debt securities that we may issue pursuant to those indentures.
The indentures do not contain any provisions that would limit our
ability to incur debt. The indentures do not contain any provi-
sions that protect the holders of the debt securities in the
event that we engage in a highly leveraged transaction or other
transaction in connection with a takeover attempt. Such a trans-
action could result in a decline in the credit rating of the debt
securities. If a particular series of the debt securities has a
provision providing protection to the holders of the debt securi-
ties in the event of a highly leveraged or other transaction in
the event of a takeover attempt, it will be described in the
prospectus supplement relating to that series of debt securities.
Under the indentures, we have the ability to issue debt securi-
ties with terms different from those of debt securities already
issued, without the consent of the holders of any previously
issued series of debt securities.
Debt securities of a series may be issued in registered, bearer,
coupon or global form.
Denominations
The prospectus supplement for each issuance of debt securities
will state whether the securities will be issued in registered
form of $1,000 each or multiples of $1,000 or such lesser
amount as may be indicated in a prospectus supplement for a
specific series of debt securities, or bearer form of $5,000
each, or global form.
Ranking of Senior Debt Securities
The senior debt securities will rank equally with all of our
other unsecured indebtedness, except that the senior debt securi-
ties will be senior in right of payment to any subordinated
indebtedness which states in its terms that it is subordinate to
the senior debt securities.
Subordination
The subordinated debt securities will be subordinated and junior
in right of payment to certain other of our indebtedness to the
extent described in the prospectus supplement for those subordi-
nated debt securities.
Covenants
Under the indentures, we will:
- pay the principal of, and interest and any premium on, the
debt securities when due;
- maintain a place of payment;
- deliver a report to the trustee at the end of each fiscal
year reviewing our obligations under the indentures; and
- deposit sufficient funds with any paying agent on or before
the due date for any principal, interest or premium.
Consolidations, Mergers and Sales
The indentures provide that we will not consolidate with or merge
with or into any other entity, or convey, transfer or lease, or
permit one or more of our subsidiaries to convey, transfer or
lease, all or substantially all of our properties and assets on a
consolidated basis to any entity, unless:
- either we are the continuing corporation or such corporation
or entity assumes by supplemental indenture all of our obli-
gations under the indentures and the debt securities;
- no default or event of default is existing immediately after
the transaction; and
- the surviving entity is a corporation, partnership or trust
organized and validly existing under the laws of the United
States of America, any state of the United States or the
District of Columbia.
Liens
Pursuant to the indentures, we will not, and we will not permit
any subsidiary to, create, incur, issue or assume any debt
secured by any lien on any property or assets owned by us or any
of our subsidiaries, and we will not, and we will not permit any
of our subsidiaries to, create, incur, issue or assume any debt
secured by any lien on any shares of stock or debt of any sub-
sidiary (such shares of stock or debt of any subsidiary being
called "restricted securities"), unless
- in the case of new debt which is expressly by its terms sub-
ordinate or junior in right of payment to the applicable
series of debt securities, the applicable series of debt
securities are secured by a lien on such property or assets
that is senior to the new lien with the same relative
priority as such subordinated debt has with respect to the
applicable series of debt securities; or
- in the case of liens securing new debt that is ranked
equally with the applicable series of debt securities, the
applicable series of debt securities are secured by a lien
on such property or assets that is equal and ratable with
the new lien, except that any lien securing such debt
securities may be junior to any lien on our accounts
receivable, inventory and related contract rights securing
debt under our revolving credit facility.
These restrictions do not prohibit us from creating the fol-
lowing:
(i) Any liens on any of our property, assets or restricted
securities or those of any subsidiary existing as of
the date of the first issuance by us of the applicable
debt securities issued pursuant to an indenture, or
such other date as may be specified in a prospectus
supplement for an applicable series of debt securities
issued pursuant to an indenture, subject to the provi-
sions of subsection (viii) below;
(ii) Liens on any property or assets or restricted securi-
ties of any corporation existing at the time such cor-
poration becomes a subsidiary, or arising after such
time (a) otherwise than in connection with the bor-
rowing of money arranged after the corporation became a
subsidiary and (b) pursuant to contractual commitments
entered into prior to and not in contemplation of such
corporation becoming a subsidiary;
(iii) Liens on any of our property, assets or restricted
securities or those of any subsidiary existing at the
time of acquisition of such property, assets or
securing the payment of all or any part of the purchase
price or construction cost of such property, assets or
restricted securities, or securing any debt incurred
prior to, at the time of or within 120 days after the
later of the date of the acquisition of such property,
assets or restricted securities or the completion of
any such construction, for the purpose of financing all
or any part of the purchase price or construction cost;
(iv) Liens on any property or assets to secure all or any
part of the cost of development, operation, construc-
tion, alteration, repair or improvement of all or any
part of such property or assets or to secure debt
incurred by us or any of our subsidiaries prior to, at
the time of or within 120 days after, the completion of
such development, operation, construction, alteration,
repair or improvement, whichever is later, for the pur-
pose of financing all or any related costs;
(v) Liens in favor of the trustee for the benefit of the
holders and subsequent holders of the debt securities
securing the debt securities;
(vi) Liens secured by any of our property or assets or those
of any subsidiary that comprise no more than 20% of
Consolidated Net Tangible Assets (as defined under
"Certain Definitions" below);
(vii) Liens which secure senior indebtedness owing by a sub-
sidiary to us or to another subsidiary; and
(viii) Any extension, renewal, substitution or replacement in
whole or in part, of any of the liens referred to in
paragraphs (i) through (vii) above or the debt secured
by the liens; provided that:
(a) such extension, renewal, substitution or replace-
ment lien will be limited to all or any part of
the same property, assets or restricted securities
that secured the prior lien plus improvements on
such property and plus any other property or
assets not then owned by us or one of our sub-
sidiaries or constituting restricted securities;
and
(b) in the case of items (i) through (iii) above, the
debt secured by such lien at such time is not
increased.
If we give a guarantee that is secured by a lien on any property
or assets or restricted securities, or we create a lien on any
property or assets or restricted securities to secure debt that
existed prior to the creation of such lien, the indentures will
deem that we have created debt in an amount equal to the princi-
pal amount guaranteed or secured by such lien. The amount of
debt secured by liens on property, assets and restricted securi-
ties will be computed without cumulating the indebtedness with
any guarantee or lien securing the same indebtedness.
Limitation on Sale and Leaseback Transactions
The indentures also provide that we will not, nor will we permit
any of our subsidiaries to, engage in a sale-leaseback transac-
tion, unless:
(i) the sale-leaseback transaction involves a lease for a
period, including renewals, of not more than three years;
(ii) we or any of our subsidiaries, within 180 days after such
sale-leaseback transaction, apply or cause to be applied
an amount not less than the net sale proceeds from such
sale-leaseback transaction to the repayment, redemption
or retirement of our funded debt or funded debt of any
such subsidiary; or
(iii) the Attributable Debt (as defined below under "Certain
Definitions") from such sale-leaseback transaction,
together with all other sale and leaseback transactions
entered into after the date of the first issuance by us
of debt securities pursuant to the indenture other than
sale-leaseback transactions permitted by clauses (i) and
(ii) above does not exceed 20% of our Consolidated Net
Tangible Assets (as defined below under "Certain
Definitions" below).
Events of Default
The indentures provide that any one of the following events is an
event of default:
- failure to pay any interest or any additional amounts due on
any debt security, or of any coupon, for 30 days;
- failure to pay the principal of or any premium on any debt
security when due, whether at maturity, upon redemption, by
declaration or otherwise;
- failure to perform any other covenant or agreement in the
indenture which continues for 60 days after written notice
is given to us by the trustee or the holders of at least 25%
of the outstanding debt securities of that series;
- cross-acceleration of our other debt in excess of 10% of
our consolidated net worth;
- certain events in any bankruptcy, insolvency or reorganiza-
tion of our company;
- any other event of default listed in the indenture for debt
securities of that series.
We are required to file annually with the trustee an officer's
certificate as to our compliance with all conditions and
covenants under each indenture. Each indenture permits the
trustee to withhold notice to the holders of debt securities of
any default, except in the case of a failure to pay the principal
of (or premium, if any), or interest on, any debt securities or
the payment of any sinking fund installment with respect to such
securities, if the trustee considers it in the interest of the
holders of debt securities to do so.
If an event of default, other than certain events with respect to
our bankruptcy, insolvency and reorganization or that of any of
our significant subsidiaries, occurs and is continuing with
respect to debt securities, the trustee or the holders of at
least 25% in principal amount of outstanding debt securities of
that series may declare the outstanding debt securities of that
series due and payable immediately. If our bankruptcy,
insolvency or reorganization, or that of any of our significant
subsidiaries, causes an event of default for debt securities of a
particular series, then the principal of all the outstanding debt
securities of that series, and accrued and unpaid interest
thereon, will automatically be due and payable without any act on
the part of the trustee or any holder.
If an event of default with respect to debt securities of a
particular series occurs and is continuing, the trustee will be
under no obligation to exercise any of its rights or powers under
the applicable indenture at the request or direction of any of
the holders of debt securities of such series (other than certain
duties listed in the indenture), unless such holders offer to the
trustee reasonable indemnity and security against the costs,
expenses and liabilities that might be incurred by the trustee to
comply with the holders' request. If they provide this indemnity
to the trustee, the holders of a majority in principal amount of
the outstanding debt securities of such series will have the
right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee under the
applicable indenture, or exercising any trust or power given to
the trustee with respect to the debt securities of that series.
The trustee may refuse to follow directions in conflict with law
or the indenture that may subject the trustee to personal
liability or may be unduly prejudicial to holders not joining in
such directions.
The holders of not less than a majority in principal amount of
the outstanding debt securities of any series may, on behalf of
the holders of all the debt securities of such series and any
related coupons, waive any past default under the applicable
indenture with respect to such series and its consequences,
except a default:
- in the payment of the principal of (or premium, if any) or
interest on or additional amounts payable in respect of any
debt security of such series unless such default has been
cured and a sum sufficient to pay all matured installments
of interest and principal due otherwise than by acceleration
and any applicable premium has been deposited with the
trustee; or
- in respect of a covenant or provision that cannot be modi-
fied or amended without the consent of the holder of each
outstanding debt security of such series affected by the
modification or amendment.
Modification or Waiver
We and the applicable trustee may modify and amend the indentures
with the consent of the holders of not less than a majority in
principal amount of all outstanding indenture securities or any
series that is affected by such modification or amendment. The
consent of the holder of each outstanding debt security of a
series is required in order to:
- change the stated maturity of the principal of (or premium,
if any), or any installment of principal or interest on any
debt security of such series;
- reduce the principal amount or the rate of interest on or
any additional amounts payable, or any premium payable upon
the redemption of such series;
- change our obligation to pay additional amounts in respect
of any debt security of such series;
- reduce the amount of principal of a debt security that is an
original issue discount security and would be due and pay-
able upon a declaration of acceleration of the maturity of
that debt security;
- adversely affect any right of repayment at the option of the
holder of any debt security of such series;
- change the place or currency of payment of principal of, or
any premium or interest on, any debt security of such
series;
- impair the right to institute suit for the enforcement of
any such payment on or after the stated maturity of the debt
security or any redemption date or repayment date for the
debt security;
- reduce the percentage of holders of outstanding debt securi-
ties of such series necessary to modify or amend the inden-
ture or to consent to any waiver under the indenture or
reduce the requirements for voting or quorum described
below;
- modify the change of control provisions, if any;
- reduce the percentage of outstanding debt securities of
such series necessary to waive any past default; or
- modify any of the above requirements.
We and the applicable trustee may modify and amend an indenture
without the consent of any holder for the following purposes:
- to evidence the succession of another entity to us as
obligor under an indenture;
- to add to our covenants for the benefit of the holders of
all or any series of debt securities;
- to add events of default for the benefit of the holders of
all or any series of debt securities;
- to add or change any provisions of the applicable indenture
to facilitate the issuance of bearer securities;
- to change or eliminate any provisions of the applicable in-
denture but only if such change or elimination will become
effective only when there are no outstanding debt securities
of any series created prior to the change or elimination
that is entitled to the benefit of such provision;
- to establish the form or terms of debt securities of any
series and any related coupons;
- secure the debt securities;
- to provide for the acceptance of appointment by a successor
trustee or facilitate the administration of the trusts under
the applicable indenture by more than one trustee; and
- to change the applicable indenture with respect to the
authentication and delivery of additional series of debt
securities, in order to cure any ambiguity, defect or incon-
sistency in the applicable indenture, but only if such action
does not adversely affect the interest of holders of debt
securities of any series in any material respect.
Each indenture contains provisions for convening meetings of the
holders of debt securities of a series if debt securities of that
series are issuable as bearer securities. A meeting may be
called at any time by the applicable trustee and also by such
trustee pursuant to a request made to the trustee by us or the
holders of at least 10% in principal amount of the debt securi-
ties of such series outstanding. In any case, notice must be
given as provided in the applicable indenture. Any resolution
presented at a meeting or duly reconvened adjourned meeting at
which a quorum is present may be adopted by the affirmative vote
of the holders of a majority in principal amount of the debt
securities of that series, except for any consent that must be
given by the holder of each debt security affected, as described
above in this section. Any resolution passed or decision made in
accordance with the applicable indenture at any duly held meeting
of holders of debt securities of any series will be binding on
all holders of the debt securities of that series and any related
coupons. The quorum at any meeting called to adopt a resolution,
and at any reconvened meeting, will consist of persons entitled
to vote a majority in principal amount of the debt securities of
a series outstanding, unless a specified percentage in principal
amount of the debt securities of a series outstanding is required
for the consent or waiver, then the persons entitled to vote such
specified percentage in principal amount of the outstanding debt
securities of such series will constitute a quorum. However, if
any action is to be taken at a meeting of holders of debt securi-
ties of any series with respect to any request, demand, authori-
zation, direction, notice, consent, waiver or other action that
the applicable indenture expressly provides may be made, given or
taken by the holders of a specified percentage in principal
amount of all outstanding debt securities affected, or of the
holders of such series of debt securities and one or more addi-
tional series, then:
- there will be no minimum quorum requirement for such
meeting; and
- the principal amount of the outstanding debt securities of
such series that vote in favor of such request, demand,
authorization, direction, notice, consent, waiver or other
action will be taken into account in determining whether
such request, demand, authorization, direction, notice,
consent, waiver or other action has been made, given or
taken under the applicable indenture.
Defeasance
We will be discharged from our obligations on the senior debt
securities of any series at any time if we deposit with the
trustee sufficient cash or government securities to pay the
principal, interest, any premium and any other sums due to the
stated maturity date or a redemption date of the debt securities
of the series. If this happens, the holders of the debt securi-
ties of the series will not be entitled to the benefits of the
indenture except for registration of transfer and exchange of
debt securities and replacement of lost, stolen or mutilated debt
securities.
Under U.S. federal income tax laws as of the date of this
prospectus, a discharge may be treated as an exchange of the
related debt securities. Each holder might be required to recog-
nize gain or loss equal to the difference between the holder's
cost or other tax basis for the debt securities and the value of
the holder's interest in the trust. Holders might be required to
include as income a different amount than would be includable
without the discharge. Prospective investors should seek tax
advice to determine their particular consequences of a discharge,
including the applicability and effect of tax laws other than the
U.S. federal income tax laws.
Financial Information
While any of the debt securities are outstanding, we will file
with the SEC, to the extent permitted under the Exchange Act, the
annual reports, quarterly reports and other documents otherwise
required to be filed with the SEC pursuant to Section 13(a) or
15(d) of the Exchange Act even if we stop being subject to those
sections, and we will also provide to all holders and file with
the trustees copies of such reports and documents within 15 days
after filing them with the SEC or, if our filing such reports and
documents with the SEC is not permitted under the Exchange Act,
within 15 days after we would have been required to file such
reports and documents if permitted, in each case at our cost.
Certain Definitions
"Attributable Debt" means, with respect to a lease under which
any entity is liable for a term of more than 12 months, the total
net amount of rent required to be paid by the entity under such
lease during the remaining term (excluding any subsequent renewal
or other extension options held by the lessee), discounted from
the respective due dates of the rent to the date that the Attrib-
utable Debt is being determined at a rate equal to the weighted
average of the interest rates borne by the outstanding debt
securities, compounded monthly. The net amount of rent required
to be paid under any lease for any such period will be the aggre-
gate amount of the rent payable by the lessee with respect to
such period after excluding any amounts required to be paid on
account of maintenance and repairs, services, insurance, taxes,
assessments, water rates and similar charges and contingent rents
(such as those based on sales). In the case of any lease that is
terminable by the lessee upon the payment of a penalty, such net
amount of rent will include the lesser of (i) the total dis-
counted net amount of rent required to be paid from the later of
the first date upon which such lease may be so terminated or the
date of the determination of such net amount of rent, and (ii)
the amount of such penalty (in which event no rent shall be
considered as required to be paid under such lease subsequent to
the first date upon which it may be so terminated).
"Consolidated Net Tangible Assets" means the total amount of our
assets and those of our consolidated subsidiaries (less appli-
cable reserves and other properly deductible items) after
deducting (i) all current liabilities (excluding any current
liabilities that are by their terms extendible or renewable at
the option of the obligor to a time more than 12 months after the
time as of which the amount of the Consolidated Net Tangible
Assets is being computed) and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and
other like intangibles, all as set forth on our most recent con-
solidated balance sheet and computed in accordance with generally
accepted accounting principles.
Payment, Registration and Transfer
Unless we specify otherwise in a prospectus supplement, we will
pay principal, interest and any premium on the debt securities,
and they may be surrendered for payment or transferred, at the
offices of the trustees. We will make payment on registered
securities by checks mailed to the persons in whose names the
debt securities are registered or by transfer to an account
maintained by the registered holder on days specified in the
indentures or any prospectus supplement. If we make debt securi-
ties payments in other forms, we will specify the form and place
in a prospectus supplement.
We will maintain a corporate trust office of the trustee or
another office or agency for the purpose of transferring or
exchanging fully registered securities, without the payment of
any service charge except for any tax or governmental charge.
The debt securities may be issued as registered securities or
bearer securities. Registered securities will be securities
recorded in the securities register kept at the corporate office
of the trustee for the trust that issued that series of securi-
ties. A bearer security is any debt security other than a
registered security. Registered securities will be exchangeable
for other registered securities of the same series and of a like
aggregate principal amount and tenor in different authorized
denominations. If (but only if) provided for in any prospectus
supplement, bearer securities (with all unmatured coupons, except
as provided below, and all matured coupons in default) of any
series may be exchanged for registered securities of the same
series of any authorized denominations and of a like aggregate
principal amount and tenor. In such event, bearer securities
surrendered in a permitted exchange for registered securities
between a regular record date and the relevant date for payment
of interest will be surrendered without the coupon relating to
such date for payment of interest. Interest will not be payable
on such date on the registered security issued in exchange for
such bearer security but will be payable only to the holder of
such coupon when due, in accordance with the terms of the inden-
ture. Unless otherwise specified in any prospectus supplement,
bearer securities will not be issued in exchange for registered
securities.
In the event of any redemption of debt securities, we will not be
required to:
- issue, register the transfer of or exchange debt securities
of any series during a period beginning at the opening of
business 15 days before any selection of debt securities of
that series to be redeemed and ending at the close of busi-
ness on (a) the day of mailing of the relevant notice of
redemption if debt securities of the series are issuable
only as registered securities, (b) the day of mailing of the
relevant notice of redemption if the debt securities of the
series are also issuable as registered securities and there
is no publication, and (c) the day of the first publication
of the relevant notice of redemption if the debt securities
are issuable as bearer securities.
- register the transfer of or exchange any registered
security, or portion thereof, called for redemption, except
the unredeemed portion of any registered security being
redeemed in part;
- exchange any bearer security selected for redemption, except
to exchange such bearer security for a registered security
of that series and like tenor that simultaneously is sur-
rendered for redemption; or
- issue, register the transfer of or exchange any debt securi-
ties that have been surrendered for repayment at the option
of the holder, except any portion not to be repaid.
Global Securities
We may issue one or more series of the debt securities as perma-
nent global debt securities deposited with a depositary. Unless
otherwise indicated in the prospectus supplement, the following
is a summary of the depository arrangements applicable to debt
securities issued in permanent global form and for which The
Depositary Trust Company (DTC) acts as depositary.
Each global debt security will be deposited with, or on behalf
of, DTC, as depositary, or its nominee and registered in the name
of a nominee of DTC. Except under the limited circumstances
described below, global debt securities are not exchangeable for
definitive certificated debt securities.
Ownership of beneficial interests in a global debt security is
limited to participants that have accounts with DTC or its
nominee, or persons that may hold interests through those
participants. In addition, ownership of beneficial interests by
participants in a global debt security will be evidenced only by,
and the transfer of that ownership interest will be effected only
through, records maintained by DTC or its nominee for a global
debt security. Ownership of beneficial interests in a global debt
security by persons that hold through participants will be
evidenced only by, and the transfer of that ownership interest
within that participant will be effected only through, records
maintained by that participant. DTC has no knowledge of the
actual beneficial owners of the debt securities. Beneficial
owners will not receive written confirmation from DTC of their
purchase, but beneficial owners are expected to receive written
confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the participants
through which the beneficial owners entered the transaction. The
laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in defini-
tive form. Such laws may impair the ability to transfer bene-
ficial interests in a global debt security.
We will make payment of principal of, and interest on, debt
securities represented by a global debt security registered in
the name of or held by DTC or its nominee to DTC or its nominee,
as the case may be, as the registered owner and holder of the
global debt security representing those debt securities. DTC has
advised us that upon receipt of any payment of principal of, or
interest on, a global debt security, DTC will immediately credit
accounts of participants on its book-entry registration and
transfer system with payments in amounts proportionate to their
respective beneficial interests in the principal amount of that
global debt security as shown in the records of DTC. Payments by
participants to owners of beneficial interests in a global debt
security held through those participants will be governed by
standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form
or registered in "street name," and will be the sole responsi-
bility of those participants, subject to any statutory or regula-
tory requirements that may be in effect from time to time.
Neither we, any trustee, nor any of our respective agents, will
be responsible for any aspect of the records of DTC, any nominee
or any participant relating to, or payments made on account of,
beneficial interests in a permanent global debt security or for
maintaining, supervising or reviewing any of the records of DTC,
any nominee or any participant relating to such beneficial
interests.
A global debt security is exchangeable for definitive debt
securities registered in the name of, and a transfer of a global
debt security may be registered to, any person other than DTC or
its nominee, only if:
- DTC notifies us that it is unwilling or unable to continue
as depositary for that global debt security or at any time
DTC ceases to be registered under the Exchange Act;
- we determine in our discretion that the global debt security
shall be exchangeable for definitive debt securities in
registered form; or
- there shall have occurred and be continuing an event of
default or an event which, with notice or the lapse of time
or both, would constitute an event of default under the debt
securities.
Any global debt security that is exchangeable pursuant to the
preceding sentence will be exchangeable in whole for definitive
debt securities in registered form, of like tenor and of an equal
aggregate principal amount as the global debt security, in
denominations specified in the applicable prospectus supplement,
if other than $1,000 and integral multiples of $1,000. The
definitive debt securities will be registered by the registrar in
the name or names instructed by DTC. We expect that these
instructions may be based upon directions received by DTC from
its participants with respect to ownership of beneficial
interests in the global debt security.
Except as provided above, owners of the beneficial interests in a
global debt security will not be entitled to receive physical
delivery of debt securities in definitive form and will not be
considered the holders of debt securities for any purpose under
the indentures. No global debt security shall be exchangeable
except for another global debt security of like denomination and
tenor to be registered in the name of DTC or its nominee.
Accordingly, each person owning a beneficial interest in a global
debt security must rely on the procedures of DTC and, if that
person is not a participant, on the procedures of the participant
through which that person owns its interest, to exercise any
rights of a holder under the global debt security or the
indentures.
We understand that, under existing industry practices, in the
event that we request any action of holders, or an owner of a
beneficial interest in a global debt security desires to give or
take any action that a holder is entitled to give or take under
the debt securities or the indentures, DTC would authorize the
participants holding the relevant beneficial interests to give or
take that action, and those participants would authorize bene-
ficial owners owning through those participants to give or take
that action or would otherwise act upon the instructions of
beneficial owners owning through them.
DTC has advised us that DTC is a limited purpose trust company
organized under the laws of the State of New York, a "banking
organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under the Exchange Act. DTC was
created to hold securities of its participants and to facilitate
the clearance and settlement of securities transactions among its
participants in those securities through electronic book-entry
changes in accounts of the participants, thereby eliminating the
need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations.
DTC is owned by a number of its participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to DTC's
book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or main-
tain a custodial relationship with a participant, either directly
or indirectly. The rules applicable to DTC and its participants
are on file with the SEC.
Governing Law
The debt securities and the indentures will be governed by, and
interpreted in accordance with, the laws of the State of New
York.
Information Concerning the Trustees
The subordinated debt securities trustee, prior to a default,
will perform only the duties specifically described in the sub-
ordinated debt securities indenture. After a default, the sub-
ordinated debt securities trustee will exercise the same degree
of care as a prudent individual would exercise in the conduct of
his or her own affairs. The subordinated debt securities trustee
is under no obligation to exercise any of the powers vested in it
by the subordinated debt securities indenture at the request of
any holder of subordinated debt securities, unless offered rea-
sonable indemnity by such holder against the costs, expenses and
liabilities that the trustee might incur in exercising those
powers. The subordinated debt securities trustee is not required
to expend or risk its own funds or otherwise incur personal
financial liability in the performance of its duties if the sub-
ordinated debt securities trustee reasonably believes that it
may not receive repayment or adequate indemnity.
PLAN OF DISTRIBUTION
We may sell any series of the debt securities to or through
underwriters or dealers, directly to purchasers, or through
agents. The prospectus supplement with respect to any offering
of securities will set forth:
- the terms of the offering of the securities, including the
name or names of any underwriters, dealers or agents;
- the purchase price of the securities and the proceeds to us;
- any underwriting discounts and commissions or agency fees
and other items constituting underwriters' or agents' com-
pensation;
- any initial public offering prices;
- any discounts or concessions allowed or reallowed or paid to
dealers; and
- any securities exchange on which the offered securities may
be listed.
Any initial public offering price, discounts or concessions
allowed or reallowed or paid to dealers may be changed from time
to time.
We may designate agents to solicit offers to purchase our
securities.
- We will name any agent involved in offering or selling our
securities, and any commissions that we will pay to the
agent, in our prospectus supplement.
- Unless we indicate otherwise in our prospectus supplement,
our agents will act on a best efforts basis for the period
of their appointment.
- Our agents may be deemed to be underwriters under the
Securities Act of 1933 of any of our securities that they
offer or sell.
We may use one or more underwriters in the offer or sale of our
securities.
- If we use an underwriter, we will execute an underwriting
agreement with the underwriter(s) at the time that we reach
an agreement for the sale of our securities.
- We will include the names of the managing underwriter(s), as
well as any other underwriters, and the terms of the trans-
action, including the compensation the underwriters and
dealers will receive, in our prospectus supplement.
- The underwriters will use our prospectus supplement to sell
our securities.
We may use a dealer to sell our securities.
- If we use a dealer, we, as principal, will sell our securi-
ties to the dealer.
- The dealer will then sell our securities to the public at
varying prices that the dealer will determine at the time it
sells our securities.
- We will include the name of the dealer and the terms of our
transactions with the dealer in our prospectus supplement.
We may directly solicit offers to purchase our securities, and we
may directly sell our securities to institutional or other
investors. We will describe the terms of our direct sales in our
prospectus supplement.
We may indemnify agents, underwriters, and dealers against cer-
tain liabilities, including liabilities under the Securities Act
of 1933, or as to contribution with respect to payments that such
agents, dealers or underwriters may be required to make in con-
nection with those liabilities. Our agents, underwriters, and
dealers, or their affiliates, may be customers of, engage in
transactions with or perform services for us, in the ordinary
course of business.
We may authorize our agents and underwriters to solicit offers by
certain institutions to purchase our securities at the public
offering price under delayed delivery contracts.
- If we use delayed delivery contracts, we will disclose that
we are using them in the prospectus supplement and will tell
you when we will demand payment and delivery of the securi-
ties under the delayed delivery contracts.
- These delayed delivery contracts will be subject only to the
conditions that we set forth in the prospectus supplement.
- We will indicate in our prospectus supplement the commission
that underwriters and agents soliciting purchases of our
securities under delayed delivery contracts will be entitled
to receive.
Each series of debt securities offered will be a new issue of
securities and will have no established trading market. Any
underwriters to whom the securities are sold for public offering
and sale may make a market in the securities, but will not be
obligated to do so and may discontinue any market making at any
time without notice. The securities offered may or may not be
listed on a national securities exchange. No assurance can be
given that there will be a market for the securities.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon
for us by Fleischman and Walsh, L.L.P., Washington, D. C.
Aaron I. Fleischman, Senior Partner of Fleischman and Walsh,
L.L.P., is a director of Southern Union. Mr. Fleischman,
Fleischman and Walsh, L.L.P., and other attorneys in that firm
beneficially own shares of common stock that, in the aggregate,
represent less than two percent (2%) of the shares of our common
stock outstanding.
EXPERTS
The consolidated financial statements of Southern Union Company
included in the Annual Report on Form 10-K for the years ended
June 30, 1999, 1998 and 1997 have been incorporated in this
Prospectus by reference thereto in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
The consolidated financial statements of Pennsylvania Enterprises,
Inc. for the years ended December 31, 1998 and 1997 included in
Pennsylvania Enterprises, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated in the Proxy
Statement relating to Southern Union's 1999 Annual Meeting of
Stockholders have been incorporated in this Prospectus by
reference thereto in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
The consolidated financial statements and schedules of
Pennsylvania Enterprises, Inc. for the year ended December 31,
1996 included in Pennsylvania Enterprises, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1998, and incorpo-
rated in the Proxy Statement relating to Southern Union's 1999
Annual Meeting of Stockholders that have been incorporated in
this Prospectus by reference thereto, were audited by Arthur
Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as
experts in giving said report.
<PAGE>
No dealer, salesperson or other
individual has been authorized
to give any information or to
make any representations other
than those contained or incor-
porated by reference in this
prospectus and, if given or
made, such information or
representation must not be
relied upon as having been
authorized by Southern Union
Company, or the Underwriters.
Neither the delivery of this
prospectus nor any sale made
hereunder and thereunder shall
under any circumstance create
an implication that there has Senior Debt Securities
been no change in the affairs
of Southern Union Company, and
since the date of this
prospectus. This prospectus Subordinated Debt Securities
does not constitute an offer
or solicitation by anyone in Southern Union Company
any state in which such offer
or solicitation is not autho-
rized or in which the person
making such offer or solici-
tation is not qualified to do
so or to anyone to whom it is PROSPECTUS
unlawful to make such offer
or solicitation.
TABLE OF CONTENTS
Page
Number
------
About this Prospectus...
Cautionary Statement
Regarding Forward-
Looking Statements....
Where You Can Find More
Information........... , 1999
Southern Union Company.. -------------
Use of Proceeds.........
Ratio of Earnings to
Fixed Charges.........
Description of the Debt
Securities............
Plan of Distribution....
Legal Matters...........
Experts.................
- -------------------------------- -----------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission Filing Fee... $111,200
Rating Agency Fees.............................. *
Blue Sky Fees and Expenses...................... *
Trustee's Expenses.............................. *
Printing and Engraving Fees..................... *
Accounting Fees and Expenses.................... *
Legal Fees and Expenses......................... *
Miscellaneous................................... *
---------
Total...................................... *
=========
- ------------------------
* All fees and expenses other than SEC Registration Fee are
estimated. To be completed by amendment.
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware empowers a
corporation to indemnify its directors and officers, subject to
certain limitations. The Company's Bylaws require the Company
to indemnify their respective directors and officers to the
fullest extent permitted by law.
Article TWELFTH of the Restated Certificate of Incorporation of
Southern Union eliminates personal liability of directors to the
fullest extent permitted by Delaware law. Section 145 of the
Delaware General Corporation Law provides that a Delaware corpo-
ration may indemnify any person against expenses, fines and set-
tlements actually and reasonably incurred by any such person in
connection with a threatened, pending or completed action, suit
or proceeding in which he is involved by reason of the fact that
he is or was a director, officer, employee or agent of such cor-
poration, provided that (i) he acted in good faith and in a man-
ner he reasonably believed to be in or not opposed to the best
interests of the corporation and (ii) with respect to any
criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful. If the action or suit is by or
in the name of the corporation, the corporation may indemnify any
such person against expenses actually and reasonably incurred by
him in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or miscon-
duct in the performance of his duty to the corporation, unless
and only to the extent that the Delaware Court of Chancery or the
court in which the action or suit is brought determines upon
application that, despite the adjudication of liability but in
the light of the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expense as the
court deems proper.
The directors and officers of Southern Union are covered by
insurance policies indemnifying against certain liabilities,
including certain liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), which might be
incurred by them in such capacities and against which they
cannot be indemnified by Southern Union. Southern Union has
entered into an Indemnification Agreement with each member of its
Board of Directors. The Indemnification Agreement provides the
Directors with the contractual right to indemnification for any
acts taken in their capacity as a director of Southern Union to
the fullest extent permitted under Delaware law.
Any agents, dealers or underwriters who execute any of the agree-
ments filed as Exhibit 1 to this registration statement will
agree to indemnify Southern Union's directors and their officers
who signed the registration statement against certain liabilities
that may arise under the Securities Act with respect to informa-
tion furnished to Southern Union by or on behalf of any such
indemnifying party.
Item 16. Exhibits.
Exhibits identified in parentheses below are on file with the SEC
and are incorporated herein by reference to such previous
filings. All other exhibits are provided as part of this
electronic transmission.
(1) Underwriting Agreement
1.1 - Form of Underwriting Agreement for offering
-------------
securities.*
(2) Plan of Acquisition
2.1 - Agreement of Merger between Southern Union Company and
Pennsylvania Enterprises, Inc. dated as of June 7, 1999.
(Filed as exhibit 2.1 to Southern Union's Registration
Statement on Form S-4 (No. 333-86883 and incorporated
herein by reference).
(4) Instruments Defining the Rights of Security Holders,
Including Indentures
4.1 - Indenture between Chase Manhattan Bank, N.A., as trustee,
and Southern Union Company dated January 31, 1994, for
Senior Debt Securities. (Filed as Exhibit 4.1 to
Southern Union's Current Report on Form 8-K dated
February 15, 1994 and incorporated herein by reference.)
4.2 - Form of Subordinated Debt Securities Indenture among
Southern Union Company and 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.)
(5) Opinion re Legality
5.1 - Opinion of Fleischman and Walsh, L.L.P. including the
consent of such firm.*
(12) Statements re Computation of Ratios
12-1 - Computation of Ratio of Earnings to Fixed Charges of
Southern Union Company.
12-2 - Computation of Pro Forma Ratio of Earnings to Fixed
Charges of Southern Union Company.
(23) Consents of Experts and Counsel
23-A - Consent of Independent Accountants,
PricewaterhouseCoopers LLP.
23-B - Consent of Independent Accountants,
PricewaterhouseCoopers LLP.
23-C - Consent of Independent Accountants -- Arthur Andersen
LLP.
23-D - Consent of Fleischman and Walsh, L.L.P. is contained in
the opinion of counsel filed as Exhibit 5.1*
(24) Powers of Attorney
24 - Power of Attorney of the Directors of the Registrant.
(25) Statements of Eligibility of Trustees
25.1 - Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Chase Manhattan Bank, N.A., as
Trustee under the Subordinated Debt Securities Indenture.
25.2 - Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Chase Manhattan Bank, N.A., as
Trustee, under the Senior Debt Securities Indenture.
- -------------------------
* To be filed by amendment.
<PAGE>
Item 17. Undertaking.
The Registrant hereby undertakes that, for purposes of deter-
mining any liability under the Securities Act, each filing of
Southern Union's Annual Report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and con-
trolling persons of the Registrants pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that,
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement.
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) that, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggre-
gate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Regis-
tration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to
the Plan of Distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securi-
ties at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securi-
ties Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in the form of
prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of the registration statement as of the
time it was declared effective.
(2) For the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registra-
tion statement relating to the securities offered therein,
and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Austin, State of Texas, on September 22, 1999.
SOUTHERN UNION COMPANY
By RONALD J. ENDRES
----------------
Ronald J. Endres
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities indicated on September 22, 1999.
Signature/Name Title
-------------- -------------------------------------
GEORGE L. LINDEMANN* Chairman of the Board,
Chief Executive Officer and Director
PETER H. KELLEY* Director and Chief Operating Officer
JOHN E. BRENNAN* Director
FRANK W. DENIUS* Director
AARON I. FLEISCHMAN* Director
KURT A. GITTER, M.D.* Director
ADAM M. LINDEMANN* Director
ROGER J. PEARSON* Director
GEORGE ROUNTREE, III* Director
DAN K. WASSONG* Director
RONALD J. ENDRES Executive Vice President &
- ----------------
Ronald J. Endres Chief Financial Officer
DAVID J. KVAPIL Senior Vice President &
- ---------------
David J. Kvapil Corporate Controller
(Principal Accounting Officer)
* by David J. Kvapil
---------------
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
(1) Underwriting Agreement
1.1 - Form of Underwriting Agreement for offering
-------------
securities.*
(2) Plan of Acquisition
2.1 - Agreement of Merger between Southern Union Company and
Pennsylvania Enterprises, Inc. dated as of June 7, 1999.
(Filed as exhibit 2.1 to Southern Union's Registration
Statement on Form S-4 (No. 333-86883 and incorporated
herein by reference).
(4) Instruments Defining the Rights of Security Holders,
Including Indentures
4.1 - Indenture between Chase Manhattan Bank, N.A., as trustee,
and Southern Union Company dated January 31, 1994, for
Senior Debt Securities. (Filed as Exhibit 4.1 to
Southern Union's Current Report on Form 8-K dated
February 15, 1994 and incorporated herein by reference.)
4.2 - Form of Subordinated Debt Securities Indenture among
Southern Union Company and 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.)
(5) Opinion re Legality
5.1 - Opinion of Fleischman and Walsh, L.L.P. including the
consent of such firm.*
(12) Statements re Computation of Ratios
12-1 - Computation of Ratio of Earnings to Fixed Charges of
Southern Union Company.
12-2 - Computation of Pro Forma Ratio of Earnings to Fixed
Charges of Southern Union Company.
(23) Consents of Experts and Counsel
23-A - Consent of Independent Accountants,
PricewaterhouseCoopers LLP.
23-B - Consent of Independent Accountants,
PricewaterhouseCoopers LLP.
23-C - Consent of Independent Accountants, Arthur Andersen LLP.
23-D - Consent of Fleischman and Walsh, L.L.P. is contained in
the opinion of counsel filed as Exhibit 5.1*
(24) Powers of Attorney
24 - Power of Attorney of the Directors of the Registrant.
(25) Statements of Eligibility of Trustees
25.1 - Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Chase Manhattan Bank, N.A., as
Trustee under the Subordinated Debt Securities Indenture.
25.2 - Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Chase Manhattan Bank, N.A., as
Trustee, under the Senior Debt Securities Indenture.
- ------------------------
* To be filed by amendment.
<PAGE>
EXHIBIT 12-1
RATIO OF EARNINGS TO FIXED CHARGES
Year Ended June 30,
--------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- ------- --------
(dollars in thousands)
EARNINGS:
Consolidated pre-
tax income from
continuing
operations....... $ 17,554 $ 20,213 $ 31,405 $ 35,818 $ 27,043
Interest........... 45,479 44,364 42,945 45,312 41,043
Net amortization of
debt discount and
premium and
issuance expense. 965 1,029 1,122 1,337 1,172
Interest portion of
rental expense... 2,876 2,252 2,528 3,012 2,704
-------- -------- -------- -------- --------
Earnings......... $ 66,874 $ 67,858 $ 78,000 $ 85,479 $ 71,962
======== ======== ======== ======== ========
FIXED CHARGES:
Interest........... $ 45,479 $ 44,364 $ 42,945 $ 45,312 $ 41,043
Net amortization of
debt discount and
premium and
issuance expense. 965 1,029 1,122 1,337 1,172
Interest portion of
rental expense... 2,876 2,252 2,528 3,012 2,704
-------- -------- -------- -------- --------
Fixed charges.... $ 49,320 $ 47,645 $ 46,595 $ 49,661 $ 44,919
======== ======== ======== ======== ========
Ratio of earnings
to fixed charges. 1.36 1.42 1.67 1.72 1.60
======== ======== ======== ======== ========
<PAGE>
EXHIBIT 12-2
PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES
Pro Forma(a)
Year Ended
-------------
June 30, 1999
-------------
(dollars in
thousands)
EARNINGS:
Consolidated pre-tax income from continuing
operations...................................... $ 25,055
Interest.......................................... 52,233
Net amortization of debt discount and premium
and issuance expense............................ 965
Interest portion of rental expense................ 2,876
--------
Earnings........................................ $ 81,129
========
FIXED CHARGES:
Interest.......................................... $ 52,233
Net amortization of debt discount and premium
and issuance expense............................ 965
Interest portion of rental expense................ $ 2,876
--------
Fixed charges................................... $ 56,074
========
Ratio of earnings to fixed charges................ 1.45
========
- -------------------------
(a) To give effect to increase in outstanding debt, as of the
beginning of the period presented, assuming that the acqui-
sition of Pennsylvania Enterprises, Inc. occurred as of the
beginning of the period presented, as reflected in the
unaudited pro forma combined condensed statement of opera-
tions included in the Form S-4 of Southern Union Company
filed on September 10, 1999.
<PAGE>
Exhibit 23-A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of Southern Union Company
("Southern Union") of our report dated August 12, 1999, except
for Note XVI as to which the date is September 3, 1999, relating
to the consolidated financial statements, which appears in
Southern Union's 1999 Annual Report to Shareholders, which is
incorporated by reference in its Annual Report on Form 10-K for
the year ended June 30, 1999. We also consent to the reference
to us under the heading "Experts" in such Registration Statement.
PRICEWATERHOUSECOOPERS LLP
---------------------------
PricewaterhouseCoopers LLP
Austin, Texas
September 21, 1999
<PAGE>
Exhibit 23-B
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated
February 17, 1999 relating to the consolidated financial
statements and financial statement schedules, which appears
in Pennsylvania Enterprises, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1998. We also consent to the
reference to us under the heading "Experts" in such Registration
Statement.
PRICEWATERHOUSECOOPERS LLP
--------------------------
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
September 21, 1999
<PAGE>
EXHIBIT 23-C
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of
our report dated February 19, 1997 included in Pennsylvania
Enterprises, Inc.'s Form 10-K for the year ended December 31,
1998 and to all references to our Firm included in this
Registration Statement. It should be noted that we have not
audited any financial statements of the company subsequent to
December 31, 1996 or performed any audit procedures subsequent
to the date of our report.
ARTHUR ANDERSEN LLP
-------------------
Arthur Andersen LLP
New York, New York
September 21, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signa-
ture appears below constitutes and appoints Peter H. Kelley,
Ronald J. Endres, Dennis K. Morgan and David J. Kvapil, acting
individually or together, as such person's true and lawful
attorney(s)-in-fact and agent(s), with full power of substitu-
tion and revocation, to act in any capacity for such person and
in such person's name, place, and stead in executing a Registra-
--------
tion Statement on Form S-3 and any amendments thereto, and filing
- --------------------------
said Registration Statement, together with all exhibits thereto
and any other documents connected therewith, with the Securities
and Exchange Commission for the purpose of registering debt
securities of Southern Union Company.
Dated: September 17, 1999
JOHN E. BRENNAN ADAM M. LINDEMANN
- --------------- -----------------
John E. Brennan Adam M. Lindemann
FRANK W. DENIUS GEORGE L. LINDEMANN
- --------------- -------------------
Frank W. Denius George L. Lindemann
AARON I. FLEISCHMAN ROGER J. PEARSON
- ------------------- ----------------
Aaron I. Fleischman Roger J. Pearson
KURT A. GITTER GEORGE ROUNTREE, III
- -------------- --------------------
Kurt A. Gitter George Rountree, III
PETER H. KELLEY DAN K. WASSONG
- --------------- --------------
Peter H. Kelley Dan K. Wassong
<PAGE>
EXHIBIT 25.1
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
----------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
--------
---------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
-----------------------------------------------------------
Southern Union Company
(Exact name of obligor 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, Suite 800
Austin, Texas 78701
(Address of principal executive offices) (Zip Code)
---------------------------------------------------
Senior Debt Securities
(Title of the indenture securities)
- -----------------------------------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
New York State Banking Department, State House,
Albany, New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551.
Federal Reserve Bank of New York, District No. 2,
33 Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington,
D.C., 20429.
(b) Whether it is authorized to exercise corporate
trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe
each such affiliation.
None.
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this
Statement of Eligibility.
1. A copy of the Articles of Association of the
Trustee as now in effect, including the Organiza-
tion Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977,
December 31, 1980, September 9, 1982, February 28,
1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with
Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the
Trustee to Commence Business (see Exhibit 2 to
Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by
reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical
Bank, the surviving corporation, was renamed The
Chase Manhattan Bank).
3. None, authorization to exercise corporate trust
powers being contained in the documents identified
above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see
Exhibit 4 to Form T-1 filed in connection with
Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section
321(b) of the Act (see Exhibit 6 to Form T-1 filed
in connection with Registration Statement No.
33-50010, which is incorporated by reference. On
July 14, 1996, in connection with the merger of
Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the
surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the
Trustee, published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939
the Trustee, The Chase Manhattan Bank, a corporation organized
and existing under the laws of the State of New York, has duly
caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in the City of
New York and State of New York, on the 22nd day of September,
1999.
THE CHASE MANHATTAN BANK
By PHILBERT G. JONES
-----------------
Philbert G. Jones
Assistant Vice President
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar
Amounts
in
ASSETS Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $ 13,119
Interest-bearing balances........................... 6,761
Securities:
Held to maturity securities......................... 892
Available for sale securities....................... 42,965
Federal funds sold and securities purchased under
agreements to resell............................. 32,277
Loans and lease financing receivables:
Loans and leases, net of unearned income... $130,602
Less: Allowance for loan and lease losses.. 2,551
Less: Allocated transfer risk reserve...... 0
--------
Loans and leases, net of unearned income, allowance,
and reserve....................................... 128,051
Trading Assets......................................... 41,426
Premises and fixed assets (including capitalized
leases)............................................. 3,190
Other real estate owned................................ 28
Investments in unconsolidated subsidiaries and
associated companies................................ 182
Customers' liability to this bank on acceptances
outstanding......................................... 901
Intangible assets...................................... 2,010
Other assets........................................... 14,567
--------
TOTAL ASSETS........................................... $286,369
========
<PAGE>
LIABILITIES
Deposits
In domestic offices................................. $101,979
Noninterest-bearing........................ $42,241
Interest-bearing........................... 59,738
-------
In foreign offices, Edge and Agreement subsidiaries
and IBF's........................................ 76,395
Noninterest-bearing........................ $ 4,645
Interest-bearing........................... 71,750
Federal funds purchased and securities sold under
agreements to repurchase............................ 36,604
Demand notes issued to the U.S. Treasury .............. 1,001
Trading liabilities.................................... 30,287
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less....... 3,606
With a remaining maturity of more than one year
through three years.............................. 14
With a remaining maturity of more than three years.. 91
Bank's liability on acceptances executed and
outstanding......................................... 901
Subordinated notes and debentures...................... 5,427
Other liabilities...................................... 11,247
TOTAL LIABILITIES...................................... 267,552
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus.......... 0
Common stock........................................... 1,211
Surplus (exclude all surplus related to preferred
stock).............................................. 11,016
Undivided profits and capital reserves................. 7,317
Net unrealized holding gains (losses) on available-
for-sale securities................................. (743)
Accumulated net gains (losses) on cash flow hedges..... 0
Cumulative foreign currency translation adjustments.... 16
TOTAL EQUITY CAPITAL................................... 18,817
--------
TOTAL LIABILITIES AND EQUITY CAPITAL................... $286,369
========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true to the best
of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us,
and to the best of our knowledge and belief has been prepared in
conformance with the instructions issued by the appropriate
Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
WILLIAM B. HARRISON, JR.) DIRECTORS
FRANK A. BENNACK, JR. )
<PAGE>
EXHIBIT 25.2
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
----------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
--------
---------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
-----------------------------------------------------------
Southern Union Company
(Exact name of obligor 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, Suite 800
Austin, Texas 78701
(Address of principal executive offices) (Zip Code)
---------------------------------------------------
Subordinated Debt Securities
(Title of the indenture securities)
- -----------------------------------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
New York State Banking Department, State House,
Albany, New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551.
Federal Reserve Bank of New York, District No. 2,
33 Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington,
D.C., 20429.
(b) Whether it is authorized to exercise corporate
trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe
each such affiliation.
None.
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this
Statement of Eligibility.
1. A copy of the Articles of Association of the
Trustee as now in effect, including the Organiza-
tion Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977,
December 31, 1980, September 9, 1982, February 28,
1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with
Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the
Trustee to Commence Business (see Exhibit 2 to
Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by
reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical
Bank, the surviving corporation, was renamed The
Chase Manhattan Bank).
3. None, authorization to exercise corporate trust
powers being contained in the documents identified
above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see
Exhibit 4 to Form T-1 filed in connection with
Registration Statement No. 333-76439, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section
321(b) of the Act (see Exhibit 6 to Form T-1 filed
in connection with Registration Statement No.
33-50010, which is incorporated by reference. On
July 14, 1996, in connection with the merger of
Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the
surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the
Trustee, published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939
the Trustee, The Chase Manhattan Bank, a corporation organized
and existing under the laws of the State of New York, has duly
caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in the City of
New York and State of New York, on the 22nd day of September,
1999.
THE CHASE MANHATTAN BANK
By PHILBERT G. JONES
-----------------
Philbert G. Jones
Assistant Vice President
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar
Amounts
in
ASSETS Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $ 13,119
Interest-bearing balances........................... 6,761
Securities:
Held to maturity securities......................... 892
Available for sale securities....................... 42,965
Federal funds sold and securities purchased under
agreements to resell............................. 32,277
Loans and lease financing receivables:
Loans and leases, net of unearned income... $130,602
Less: Allowance for loan and lease losses.. 2,551
Less: Allocated transfer risk reserve...... 0
--------
Loans and leases, net of unearned income, allowance,
and reserve....................................... 128,051
Trading Assets......................................... 41,426
Premises and fixed assets (including capitalized
leases)............................................. 3,190
Other real estate owned................................ 28
Investments in unconsolidated subsidiaries and
associated companies................................ 182
Customers' liability to this bank on acceptances
outstanding......................................... 901
Intangible assets...................................... 2,010
Other assets........................................... 14,567
--------
TOTAL ASSETS........................................... $286,369
========
<PAGE>
LIABILITIES
Deposits
In domestic offices................................. $101,979
Noninterest-bearing........................ $42,241
Interest-bearing........................... 59,738
-------
In foreign offices, Edge and Agreement subsidiaries
and IBF's........................................ 76,395
Noninterest-bearing........................ $ 4,645
Interest-bearing........................... 71,750
Federal funds purchased and securities sold under
agreements to repurchase............................ 36,604
Demand notes issued to the U.S. Treasury .............. 1,001
Trading liabilities.................................... 30,287
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less....... 3,606
With a remaining maturity of more than one year
through three years.............................. 14
With a remaining maturity of more than three years.. 91
Bank's liability on acceptances executed and
outstanding......................................... 901
Subordinated notes and debentures...................... 5,427
Other liabilities...................................... 11,247
TOTAL LIABILITIES...................................... 267,552
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EQUITY CAPITAL
Perpetual preferred stock and related surplus.......... 0
Common stock........................................... 1,211
Surplus (exclude all surplus related to preferred
stock).............................................. 11,016
Undivided profits and capital reserves................. 7,317
Net unrealized holding gains (losses) on available-
for-sale securities................................. (743)
Accumulated net gains (losses) on cash flow hedges..... 0
Cumulative foreign currency translation adjustments.... 16
TOTAL EQUITY CAPITAL................................... 18,817
--------
TOTAL LIABILITIES AND EQUITY CAPITAL................... $286,369
========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true to the best
of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us,
and to the best of our knowledge and belief has been prepared in
conformance with the instructions issued by the appropriate
Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
WILLIAM B. HARRISON, JR.) DIRECTORS
FRANK A. BENNACK, JR. )
