SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Southern Union Company
(Name of Issuer)
Common Stock, par value $1.00 Per Share
(Title of Class of Securities)
844028100
(CUSIP Number)
November 3, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares reported herein is 2,995,868 shares, which
constitutes approximately 9.6% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 31,239,726 shares
outstanding.
<PAGE>
CUSIP No. 844028100
1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 1,542,274 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,542,274 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,542,274
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 4.9%
12. Type of Reporting Person: 00 - Trust
- ---------------
(1) Power is exercised through one of its trustees and its sole trustor, Sid
R. Bass.
<PAGE>
CUSIP No. 844028100
1. Name of Reporting Person:
Bass Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 61,303 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 61,303 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
61,303
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.2%
12. Type of Reporting Person: CO
- ---------------
(1) Power is exercised through its President, Perry R. Bass.
<PAGE>
CUSIP No. 844028100
1. Name of Reporting Person:
820 Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 1,192,039 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 1,192,039 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,192,039
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 3.8%
12. Type of Reporting Person: 00 - Trust
- ---------------
(1) Power is exercised through its sole Trustee, Lee M. Bass.
<PAGE>
CUSIP No. 844028100
1. Name of Reporting Person:
Lee and Ramona Bass Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 67,586 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 67,586 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
67,586
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.2%
12. Type of Reporting Person: CO
- ---------------
(1) Power is exercised through its President, Lee M. Bass.
<PAGE>
CUSIP No. 844028100
1. Name of Reporting Person:
Bass Enterprises Production Co.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 132,666
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 132,666
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
132,666
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.4%
12. Type of Reporting Person: CO
<PAGE>
Item 1(a). Name of Issuer.
The name of the issuer is Southern Union Company (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 504 Lavaca
Street, Eighth Floor, Austin, Texas 78701.
Item 2(a). Names of Persons Filing.
Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), this Schedule 13G Statement is hereby filed by Sid R. Bass Management
Trust, a revocable trust existing under the laws of the state of Texas
("SRBMT"), Bass Foundation, a Texas non-profit corporation ("Foundation"), 820
Management Trust, a revocable trust existing under the laws of the state of
Texas("820"), Lee and Ramona Bass Foundation, a Texas non-profit
corporation("LRB Foundation") and Bass Enterprises Production Co., a Texas
corporation ("BEPCO") (the "Reporting Persons"). Additionally, information is
included herein with respect to the following persons (collectively, the
"Controlling Persons"): Sid R. Bass ("SRB"), Perry R. Bass ("PRB"), and Lee M.
Bass ("LMB"). The Reporting Persons and the Controlling Persons are sometimes
hereinafter collectively referred to as the "Item 2 Persons."
Item 2(b). Address of Principal Business Office, or if None, Residence.
The principal business office for each of SRBMT, SRB, PRB, 820, LMB, and
BEPCO is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
The principal business office for each of Foundation and LRB Foundation is
201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the United
States of America.
Item 2(d). Title of Class of Securities.
This statement relates to shares of Common Stock, par value $1.00 per share
(the "Stock"), issued by the Company.
Item 2(e). CUSIP Number.
The CUSIP number of the shares of Stock is 844028100.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-
2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o);
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) / / Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c);
(d) / / Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An investment adviser in accordance with section 240.13d-
1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G);
(h) / / A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to section 240.13d-1(c), check this box
/X/.
Item 4. Ownership.
(a) - (b)
Reporting Persons
SRBMT
Pursuant to Rule 13d-3(a), SRBMT is the beneficial owner of 1,542,274
shares of the Stock, which constitutes approximately 4.9% of the outstanding
shares of the Stock.
Foundation
Pursuant to Rule 13d-3(a), Foundation is the beneficial owner of 61,303
shares of the Stock, which constitutes approximately 0.2% of the outstanding
shares of the Stock.
820
Pursuant to Rule 13d-3(a), 820 is the beneficial owner of 1,192,039 shares
of the Stock, which constitutes approximately 3.8% of the outstanding shares of
the Stock.
LRB Foundation
Pursuant to Rule 13d-3(a), LRB Foundation is the beneficial owner of 67,586
shares of the Stock, which constitutes approximately 0.2% of the outstanding
shares of the Stock.
BEPCO
Pursuant to Rule 13d-3(a), BEPCO is the beneficial owner of 132,666 shares
of the Stock, which constitutes approximately 0.4% of the outstanding shares of
the Stock.
Controlling Persons
SRB
Because of his positions as a trustee and the sole trustor of SRBMT and by
virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 1,542,274 shares of the Stock, which
constitutes approximately 4.9% of the outstanding shares of the Stock.
PRB
Because of his position as President of Foundation, PRB may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 61,303 shares of
the Stock, which constitutes approximately 0.2% of the outstanding shares of the
Stock.
LMB
Because of his positions as sole Trustee of 820 and as President of LRB
Foundation, LMB may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 1,259,625 shares of the Stock, which constitutes
approximately 4.0% of the outstanding shares of the Stock.
To the best of the knowledge of the Reporting Persons, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial owner
of any shares of the Stock.
(c)
Reporting Persons
SRBMT
Acting through its sole Trustor, SRBMT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,542,274 shares
of the Stock.
Foundation
Acting through its President, Foundation has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 61,303 shares of
the Stock.
820
Acting through its sole Trustee, 820 has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,192,039 shares
of the Stock.
LRB Foundation
Acting through its President, LRB Foundation has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 67,586 shares
of the Stock.
BEPCO
BEPCO has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 132,666 shares of the Stock.
Controlling Persons
SRB
In his capacity as sole Trustor of SRBMT, SRB has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 1,542,274
shares of the Stock.
PRB
In his capacity as President of Foundation, PRB has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 61,303
shares of the Stock.
LMB
In his capacities as sole Trustee of 820 and as President of LRB
Foundation, LMB has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 1,259,625 shares of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Item 2 Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Stock owned by them.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of the Reporting
Person pursuant to Rule 13d-1(c). The identity of each of the Item 2 Persons is
set forth in Item 2(a) hereof.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: November 3, 1999
By: /s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
SID R. BASS MANAGEMENT TRUST (1)
THE BASS FOUNDATION
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Secretary
820 MANAGEMENT TRUST
By: /s/ W.R. Cotham_____
W.R. Cotham,
Attorney-in-Fact for:
LEE M. BASS, Trustee (2)
LEE AND RAMONA BASS FOUNDATION
By: /s/ William P. Hallman, Jr.
William P. Hallman, Jr., Secretary
BASS ENTERPRISES PRODUCTION CO.
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
the Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of
Lee M. Bass previously has been filed with the Securities and Exchange
Commission.
