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As filed with the Securities and Exchange Commission on
October 29, 1999
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
SOUTHERN UNION COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-0571592
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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SOUTHERN UNION COMPANY 1992 LONG-TERM STOCK INCENTIVE PLAN
(Full Title of the Plan)
With a copy to:
Dennis K. Morgan, Esq. Stephen A. Bouchard, Esq.
Senior Vice President - FLEISCHMAN AND WALSH, L.L.P.
Legal and Secretary 1400 Sixteenth Street, N. W.
SOUTHERN UNION COMPANY Suite 600
504 Lavaca Street, Suite 800 Washington, DC 20036
Austin, Texas 78701 (202) 939-7900
(512) 477-5852
(Name, Address and Telephone Number, Including Area Code
of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of to be Price Per Offering Registration
Securities to Registered Share Price Fee
be Registered (1)(2) (3) (3) (2)(3)
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Common Stock,
par value $1.00 3,000,000
per share shares $20.09375 $60,281,250 $16,758.19
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement
also covers, in addition to the number of shares of common
stock stated above, a number of shares which by reason of
certain events specified in the Plan may become subject to
the Plan.
(2) Pursuant to Rule 429 under the Securities Act and General
Instruction E to Form S-8, the prospectus which forms a part
of this Registration Statement also relates to 3,653,345
shares, as adjusted for common stock dividends, under the
Registrant's 1992 Long-Term Stock Incentive Plan that were
previously registered under Registration Statements 333-
08994 and 33-61558 and for which filing fees were previously
paid.
(3) Estimated in accordance with Rule 457(c) under the
Securities Act, solely for the purpose of calculating the
registration fee and based upon the average of the high and
low sales prices for shares of the Registrant's Common Stock
on the New York Stock Exchange on October 27, 1999 of
$20.09375 per share.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the Southern
Union Company 1992 Long -Term Stock Incentive Plan (the "Plan")
as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act.
Such document(s) (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of
Part II hereof) constitute a prospectus that meets the require-
ments of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents previously or concurrently filed by
Southern Union Company (the "Company") with the Commission are
hereby incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999 filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(b) the Company's current Report on Form 8-K filed on October 8,
1999, pursuant to Rule 13a-1 of the Exchange Act;
(c) the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 filed pursuant to Rule 13a-1 of the
Exchange Act;
(d) all other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Annual Report referred to above;
(e) the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders on October 19, 1999; and
(f) the description of the common stock, par value $1.00 per
share, of the Registrant (the "Common Stock") contained in
the Registrant's Registration Statement on Form S-3 (File
No. 333-10585) filed with the Commission on August 22, 1996
and all amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference into this Registration State-
ment and to be a part thereof from the date of the filing of such
documents. Any statement contained in the documents incorpo-
rated, or deemed to be incorporated, by reference herein or
therein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such state-
ment. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
The Company shall furnish without charge to each person to whom
the Prospectus is delivered, on the written or oral request of
such person, a copy of any or all of the documents incorporated
by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference to the infor-
mation that is incorporated). Requests should be directed to
George E. Yankowski, Treasurer and Director of Investor Rela-
tions, Southern Union Company, 504 Lavaca Street, Eighth Floor,
Suite 800, Austin, Texas 78701, telephone number (512) 477-5852.
All information appearing in this Registration Statement is
qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated
herein or therein by reference.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the shares of Common Stock being offered has been
passed upon for the Company by Fleischman and Walsh, L.L.P.,
Washington, D.C. Aaron I. Fleischman, Senior Partner of
Fleischman and Walsh, L.L.P., is a director of the Company.
Mr. Fleischman, Fleischman and Walsh, L.L.P., and other attorneys
in that firm beneficially own shares of Common Stock that, in the
aggregate, represent less than two percent (2%) of the shares of
Common Stock outstanding.
Item 6. Indemnification of Directors and Officers.
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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 crimi-
nal 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 be-
lieved to be in or not opposed to the best interests of the cor-
poration, 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 misconduct 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 reason-
ably 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,
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 indemnifica-
tion 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 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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Regula- Reference to
tion S-K Prior Filing or
Exhibit Exhibit Number
Number Document Attached Hereto
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4 Southern Union Company 1992 Long-Term
Stock Incentive Plan, as amended (Filed
as Exhibit 10(l) to Southern Union's
Annual Report on Form 10-K for the Year
ended June 30, 1998 and incorporated
herein by reference.)
5 Opinion of Fleischman and Walsh, L.L.P. Attached as
Exhibit 5
23-A Consent of Independent Accountants, Attached as
PricewaterhouseCoopers LLP Exhibit 23-A
23-B Consent of Independent Accountants, Attached as
PricewaterhouseCoopers LLP Exhibit 23-B
23-C Consent of Independent Public Attached as
Accountants, Arthur Andersen LLP Exhibit 23-C
23-D Consent of Fleischman and Walsh, L.L.P. Contained in
their opinion
of counsel
filed as
Exhibit 5.1
24 Power of Attorney Attached as
Exhibit 24
Item 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this regis-
tration statement to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration state-
ment.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new regis-
tration statement relating to the securities offered
therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being regis-
tered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforce-
able. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or con-
trolling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that is has reasonable grounds to believe
that it meets the requirements for filing on Form S-8 and the
Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly autho-
rized, in the City of Austin, State of Texas on October 29, 1999.
SOUTHERN UNION COMPANY
By: RONALD J. ENDRES
Ronald J. Endres
Executive Vice President and
Chief Financial Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
on behalf of the Registrant and in the capacities indicated on
October 29, 1999.
Signature/Name Title
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GEORGE L. LINDEMANN* Chief Executive Officer and Director
PETER H. KELLEY* Director
JOHN E. BRENNAN* Director
FRANK W. DENIUS* Director
AARON I. FLEISCHMAN* Director
ADAM M. LINDEMANN* Director
ROGER J. PEARSON* Director
GEORGE ROUNTREE, III* Director
DAN K. WASSONG* Director
KURT A. GITTER, M.D.* Director
RONALD J. ENDRES Executive Vice President and
- ---------------- Chief Financial Officer
Ronald J. Endres
DAVID J. KVAPIL Senior Vice President and
- --------------- Corporate Controller
David J. Kvapil (Principal Accounting Officer)
*By: DAVID J. KVAPIL
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David J. Kvapil
Attorney-in-fact
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EXHIBIT 5
FLEISCHMAN AND WALSH, L.L.P.
1400 Sixteenth Street, NW
Sixth Floor
Washington, DC 20036
(202) 939-7900
October 29, 1999
Southern Union Company
504 Lavaca Street, Suite 800
Austin, Texas 78701
Gentlemen:
As counsel to Southern Union Company, a Delaware corporation (the
"Company"), we have reviewed the Registration Statement on Form
S-8 (the "Registration Statement") to be filed under the
Securities Act of 1933, as amended, to register an additional
3,000,000 shares of the Company's common stock, par value $1.00
per share ("Shares"), to be issued by the Company pursuant to its
1992 Long-Term Stock Incentive Plan, as amended (the "Plan").
We have examined the originals or copies of such corporate
records, documents, certificates and other instruments as we, in
our judgment, considered necessary or appropriate to enable us to
render the opinion below.
Based on the foregoing, it is our opinion that, the Shares, when
issued and delivered as contemplated by the Registration State-
ment and the Plan, will be validly issued, fully paid and
non-assessable, and will not be subject to preemptive or other
rights to subscribe for or purchase common stock of the Company.
We hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement.
Very truly yours,
FLEISCHMAN AND WALSH, L.L.P.
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EXHIBIT 23-A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 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 Company'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.
PRICEWATERHOUSECOOPERS LLP
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PricewaterhouseCoopers LLP
Austin, Texas
October 29, 1999
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EXHIBIT 23-B
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 17, 1999 relating to the 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.
PRICEWATERHOUSECOOPERS LLP
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PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
October 29, 1999
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EXHIBIT 23-C
CONSENT OF INDEPENDENT PUBLIC 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
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Arthur Andersen LLP
New York, New York
October 29, 1999
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Peter H. Kelley,
Ronald J. Endres, Dennis K. Morgan and David J. Kvapil, acting
individually or together, as such person's true and lawful
attorney(s)-in-fact and agent(s), with full power of substitution
and revocation, to act in any capacity for such person and in
such person's name, place and stead in executing the Registration
Statement on Form S-8 and any amendments thereto, and filing said
Registration Statement, together with all exhibits thereto and
any other documents connected therewith, with the Securities and
Exchange Commission for the purpose of registering the additional
shares of Southern Union common stock to be eligible for grant
under the Southern Union Company 1992 Long-Term Stock Incentive
Plan.
Dated: August 9, 1999
JOHN E. BRENNAN GEORGE L. LINDEMANN
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John E. Brennan George L. Lindemann
FRANK W. DENIUS ROGER J. PEARSON
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Frank W. Denius Roger J. Pearson
AARON I. FLEISCHMAN GEORGE ROUNTREE, III
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Aaron I. Fleischman George Rountree, III
PETER H. KELLEY DAN K. WASSONG
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Peter H. Kelley Dan K. Wassong
ADAM M. LINDEMANN KURT A. GITTER, M.D.
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Adam M. Lindemann Kurt A. Gitter
