<PAGE>
=================================================================
As filed with the Securities and Exchange Commission on
May 2, 2000
Registration No. 333-
----------
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.)
------------
SOUTHERN UNION COMPANY PENNSYLVANIA DIVISION
1992 STOCK OPTION 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)
------------
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount to be Offering Aggregate Amount of
to be Registered Price Per Offering Registration
Registered (1) Share (2) Price (2) Fee (2)
=================================================================
Common Stock,
par value
$1.00 per 360,001
share shares $15.90625 $5,726,265.91 $1,511.73
- --------------------
(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) 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 April 25, 2000 of $15.90625
per share.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the Southern
Union Company Pennsylvania Division 1992 Stock Option 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.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- ------ -----------------------------------------------
The following documents previously or concurrently filed by
Southern Union Company (the "Company") with the Commission are
hereby incorporated by reference in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 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 filed on
October 22, 1999, pursuant to Rule 13a-1 of the Exchange
Act;
(d) the Company's current Report on Form 8-K filed on
November 18, 1999, pursuant to Rule 13a-1 of the Exchange
Act;
(e) the Company's current Report on Form 8-K filed on
November 19, 1999, pursuant to Rule 13a-1 of the Exchange
Act;
(f) the Company's current Report on Form 8-K filed on
November 19, 1999, pursuant to Rule 13a-1 of the Exchange
Act;
(g) the Company's current Report on Form 8-K filed on
December 6, 1999, pursuant to Rule 13a-1 of the Exchange
Act;
(h) the Company's current Report on Form 8-K filed on
December 30, 1999, pursuant to Rule 13a-1 of the Exchange
Act;
(i) the Company's Quarterly Report on Form 10-Q filed on
February 14, 2000, pursuant to Rule 13a-1 of the Exchange
Act;
(j) 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;
(k) the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders on October 19, 1999; and
(l) 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
information that is incorporated). Requests should be directed
to George E. Yankowski, Treasurer and Director of Investor
Relations, 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.
- ------ -------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
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.
- ------ -----------------------------------------
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
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 in-
surance policies indemnifying against certain liabilities, in-
cluding 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.
- ------ -----------------------------------
Not Applicable.
Item 8. Exhibits.
- ------ --------
Reference to Prior
Regulation Filing or Exhibit
S-K Exhibit Number Attached
Number Document Hereto
- ----------- -------------------------------- ------------------
4 Southern Union Company Attached as
Pennsylvania Division 1992 Stock Exhibit 4
Option Plan.
5 Opinion of Fleischman and Walsh, Attached as
L.L.P. Exhibit 5
23-A Consent of Independent Attached as
Accountants, Exhibit 23-A
PricewaterhouseCoopers LLP
23-B Consent of Independent Attached as
Accountants, Exhibit 23-B
PricewaterhouseCoopers LLP
23-C Consent of Independent Public Attached as
Accountants, Arthur Andersen LLP Exhibit 23-C
23-D Consent of Fleischman and Walsh, Contained in
L.L.P. their opinion
of counsel
filed as
Exhibit 5
24 Power of Attorney Attached as
Exhibit 24
Item 9. Undertakings.
- ------ ------------
(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 pur-
poses of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pur-
suant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the registration state-
ment 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.
<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-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 May 1, 2000.
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
April 20, 2000.
Signature/Name Title
- ------------------------ ------------------------------------
GEORGE L. LINDEMANN* Director and Chief Executive Officer
PETER H. KELLEY* Director and Chief Operating Officer
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
THOMAS F. KARAM* Director
RONALD W. SIMMS* Director
RONALD J. ENDRES Executive Vice President and Chief
- ---------------- Financial Officer
Ronald J. Endres
DAVID J. KVAPIL Senior Vice President and Controller
- --------------- (Principal Accounting Officer)
David J. Kvapil
*By: RONALD J. ENDRES
------------------
Ronald J. Endres
Attorney-in-fact
<PAGE>
EXHIBIT 4
Pursuant to corporate action in connection with the merger on
November 4, 1999, between Southern Union Company and Pennsylvania
Enterprises, Inc., Southern Union Company adopted the
Pennsylvania Enterprises, Inc. 1992 Stock Option Plan and
accordingly all references to Pennsylvania Enterprises, Inc.
shall now be references to Southern Union Company and all
references to Pennsylvania Enterprises, Inc. common stock shall
now be references to Southern Union common stock.
PENNSYLVANIA ENTERPRISES, INC.
1992 STOCK OPTION PLAN
SECTION 1. Purpose.
The purpose of the Pennsylvania Enterprises, Inc. 1992 Stock
Option Plan, as amended herein (the "Plan"), is to enable
Pennsylvania Enterprises, Inc. (the "Company") and Related
Companies (as defined below) to attract and retain employees to
participate in the long-term success and growth of the Company by
giving them an equity interest in the Company, and to emphasize
the common goals of shareholders, employees and the Company. For
purposes of the Plan, a "Related Company" means any corporation,
partnership, joint venture or other entity in which the Company
owns, directly or indirectly, at least a 50% beneficial ownership
interest.
SECTION 2. Awards.
2.1 Awards under the Plan shall be in the form of Stock Options.
2.2 An eligible employee may be granted one or more Stock
Options.
SECTION 3. Administration.
3.1 The Plan shall be administered by the Stock Option Committee
of the Company's Board of Directors (the "Board") or such
other committee of directors as the Board shall designate
(the "Committee"), which shall consist of not less than two
non-employee directors (as such term is defined in Rule 16b-
3 under the Securities Exchange Act of 1934 or any successor
rule) who shall serve at the pleasure of the Board.
3.2 The Committee shall have the authority to grant Stock
Options to eligible employees under the Plan; to substitute
new Stock Options for previously granted Stock Options, or
for awards granted under other plans, in each case including
previously granted awards having higher exercise prices; to
adopt, alter and repeal such administrative rules, guide-
lines and practices governing the Plan as it shall deem
advisable; to interpret the terms and provisions of the Plan
and any Stock Options granted under the Plan; and to other-
wise supervise the administration of the Plan.
3.3 All determinations made by the Committee pursuant to the
provisions of the Plan shall be final and binding on all
persons, including the Company and Plan participants.
3.4 The Committee may from time to time delegate to one or more
officers of the company certain of its authorities granted
hereunder except with respect to Stock Options granted to
persons subject to Section 16 of the Securities Exchange Act
of 1934, subject to such terms and limitations as the Com-
mittee may specify. The Committee shall specify the maximum
number of shares of the common stock (without nominal or par
value, with a stated value of $5.00 per share) of the Com-
pany (the "Stock") that the officer or officers to whom such
authority is delegated may award.
SECTION 4. Stock Subject to Plan.
4.1 The total number of shares of Stock reserved and available
for distribution under the Plan shall be 430,000 (after the
adjustment for the two-for-one split of the Stock effective
for shareholders of record on March 20, 1997) (which shall
be subject to further adjustment as provided below). Such
shares of Stock may consist of authorized but unissued
shares or treasury shares of Stock. At no time will the num-
ber of shares of Stock issued under the Plan plus the number
of shares covered by outstanding Stock Options under the
Plan exceed the number of shares authorized under the plan.
4.2 To the extent a Stock Option terminates without having been
exercised, the shares of Stock subject to such Stock Option
shall again be available for distribution in connection with
future Stock Options under the Plan.
4.3 In the event of any merger, reorganization, consolidation,
sale of substantially all of the assets, recapitalization,
Stock dividend, Stock split, spin-off, split-up, split-off,
distribution of assets or other change in corporate
structure affecting the Stock, a substitution or adjustment,
as may be determined to be appropriate by the Committee in
its sole discretion, shall be made in the aggregate number
of shares reserved for issuance under the Plan, the number
of shares subject to outstanding Stock Options and the
amounts to be paid by employees with respect to outstanding
Stock options.
SECTION 5. Eligibility.
Officers and other employees of the Company or a Related Company
are eligible to be granted Stock Options under the Plan. A
director of the Company or a Related Company who is not also an
employee of the Company or a Related Company will not be eligible
to be granted Stock Options under the Plan. The participants
under the Plan shall be selected from time to time by the Com-
mittee, in its sole discretion, from among those eligible.
SECTION 6. Terms of Stock Options.
6.1 The Stock Options awarded under the Plan may be of two
types: (i) Incentive Stock Options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as
amended, or any successor provision thereto; and (ii) Non-
Qualified Stock Options. To the extent that any Stock Option
does not qualify as an Incentive Stock option, it shall
constitute a Non-Qualified Stock Option.
6.2 Subject to the following provisions, Stock Options awarded
under the Plan shall be in such form and shall have such
terms and conditions as the Committee may determine:
(a) Option Price. The option price per share of Stock pur-
chasable under a Stock 0ppion shall be the fair market
value of the Stock on the date of the award of the
Stock Option as determined by the Committee.
(b) Option Term. The term of each Stock Option shall be
fixed by the Committee, but in no event shall such term
be greater than ten years.
(c) Exercisability. Each Stock Option shall be exercisable
at such time or times and subject to such terms and
conditions as shall be determined by the Committee, but
in no event shall a Stock Option be exercisable sooner
than one year from the date of grant.
(d) Method of Exercise. Each Stock Option may be exercised
in whole or in part by giving written notice of exer-
cise to the Company specifying the number of shares of
Stock to be purchased, accompanied by payment of the
purchase price. Payment of the purchase price shall be
made in such manner as the Committee may provide in the
Stock Option, which may include cash, delivery of
shares of Stock already owned by the optionee, any
other manner permitted by law as determined by the
Committee, or any combination of the foregoing.
(e) No Stockholder Rights. An optionee shall have neither
rights to dividends nor other rights of a stockholder
with respect to shares of Stock subject to a Stock
Option until the shares of stock are issued to the
optionee.
(f) Non-transferability. No Stock Option shall be trans-
ferable by the optionee other than by will or by the
laws of descent and distribution. During the
optionee's lifetime, all Stock Options shall be
exercisable only by the optionee.
(g) Termination of Employment. If an optionee's employment
with the Company or a Related Company terminates by
reason of death, disability, retirement, voluntary or
involuntary termination or otherwise, the Stock Option
shall be exercisable to the extent determined by the
Committee. The Committee may provide that, notwith-
standing the option term fixed pursuant to Section 6.2
(b), a Stock Option which is outstanding on the date of
an optionee's death shall remain outstanding for an
additional period after the date of such death, pro-
vided that in no event shall the option term be greater
than ten years.
6.3 No Incentive Stock Option shall (i) have an option price
which is less than the fair market value of the stock on the
date of the award of the Stock Option, (ii) be exercisable
more than ten years after the date such Incentive Stock
Option is awarded or (iii) be awarded more than ten years
after the effective date of the Plan.
SECTION 7. Tax Withholding.
7.1 Each employee shall, no later than the date as of which the
value of a Stock Option first becomes includible in the
employee's gross income for applicable tax purposes, pay to
the Company, or make arrangements satisfactory to the Com-
mittee regarding payment of, any federal, state, local or
other taxes of any kind required by law to be withheld with
respect to the Stock Option. The obligations of the Company
under the Plan shall be conditional on such payment or
arrangements, and the Company (and, where applicable, any
Related Company) shall, to the extent permitted by law, have
the right to deduct any such taxes from any payment of any
kind otherwise due to the employee.
7.2 To the extent permitted by the Committee, and subject to
such terms and conditions as the Committee may provide, an
employee may irrevocably elect to have the withholding tax
obligation, or any additional tax obligation with respect to
any Stock Options hereunder, satisfied by (i) having the
Company withhold shares of Stock otherwise deliverable to
the employee with respect to the Stock Options or (ii)
delivering to the Company shares of unrestricted Stock,
which shall be valued at fair market value on the date of
delivery as determined by the Committee.
SECTION 8. Amendments and Termination.
The Plan shall remain in effect until all Stock Options awarded
under the Plan have been exercised or have expired, provided that
no Stock Option shall be granted more than ten years after the
effective date of the Plan and the Board may terminate the Plan
at any time. The Board may amend the Plan from time to time. The
Committee may amend the terms of any Stock Option awarded under
the Plan prospectively or retroactively. Neither the amendment of
the Plan or a Stock option, nor the termination of the Plan,
shall adversely affect any Stock Option previously granted with-
out the employee's written consent. Amendments of the Plan may be
made without shareholder approval except as required to satisfy
Rule 16b-3 under the Securities Exchange Act of 1934 (or any suc-
cessor rule) or other regulatory requirements.
SECTION 9. Change of Control.
9.1 In the event of Change of Control, unless otherwise deter-
mined by the Committee at the time of grant or by amendment
(with the holder's consent) of such grant, all outstanding
Stock Options awarded under the Plan shall become fully
exercisable and vested.
9.2 A "Change of Control" shall be deemed to occur on:
(a) the date that any person or group deemed a person under
Sections 3(a) (9) and 13(d) (3) of the Securities
Exchange Act of 1934, other than the Company and its
subsidiaries as determined immediately prior to that
date, in a transaction or series of transactions has
become the beneficial owner, directly or indirectly
(with beneficial ownership determined as provided in
Rule 13d-3, or any successor rule, under such Act) of
20% or more of the outstanding securities of the Com-
pany having the right under ordinary circumstances to
vote at an election of the Board;
(b) the date on which one-third or more of the members of
the Board shall consist of persons other than Current
Directors (for these purposes, a "Current Director"
shall mean any member of the Board as of the effective
date of the Plan and any successor of a Current
Director whose nomination or election has been approved
by a majority of the Current Directors then on the
Board); or
(c) the date of approval by the shareholders of the Company
of an agreement providing for (A) the merger or con-
solidation of the Company with another corporation
where the shareholders of the Company, immediately
prior to the merger or consolidation, would not bene-
ficially own, immediately after the merger or consoli-
dation, shares entitling such shareholders to 50% or
more of all votes (without consideration of the rights
of any class of stock to elect directors by a separate
class vote) to which all shareholders of the corpora-
tion issuing cash or securities in the merger or con-
solidation would be entitled in the election of
directors or where the members of the Board, immedi-
ately prior to the merger or consolidation, would not,
immediately after the merger or consolidation, consti-
tute a majority of the Board of Directors of the cor-
poration issuing cash or securities in the merger or
consolidation or (B) the sale or other disposition of
all or substantially all the assets of the Company.
SECTION 10. General Provisions.
10.1 Each Stock Option under the Plan, shall be subject to the
requirement that, if any time the Committee shall determine
that (i) the listing, registration or qualification of the
Stock subject or related thereto upon any securities
exchange or under any state or federal law, or (ii) the con-
sent or approval of any government regulatory body or (iii)
an agreement by the recipient of a Stock Option with respect
to the disposition of Stock is necessary or desirable (in
connection with any requirement or interpretation of any
federal or state securities law, rule or regulation), as a
condition of, or in connection with, the granting of such
Stock Option or the issuance, purchase or delivery of Stock
thereunder, such Stock option shall not be granted or exer-
cised, in whole or in part, unless such listing registra-
tion, qualification, consent, approval or agreement shall
have been effected or obtained free of any conditions not
acceptable to the Committee.
10.2 Nothing set forth in this Plan shall prevent the Board from
adopting other or additional compensation arrangements.
Neither the adoption of the Plan nor any Stock Option
awarded hereunder shall confer upon any employee of the
Company, or of a Related Company, any right to continued
employment.
10.3 Determinations by the Committee under the Plan relating to
the form, amount and terms and conditions of Stock Options
need not be uniform, and may be made selectively among
persons who receive or are eligible to receive Stock Options
under the Plan, whether or not such persons are similarly
situated.
10.4 No member of the Board or the Committee, nor any officer or
employee of the Company acting on behalf of the Board or the
Committee, shall be personally liable for any action, deter-
mination or interpretation taken or made with respect to the
Plan, and all members of the Board or the Committee and all
officers or employees of the Company acting on their behalf
shall, to the extent permitted by law, be fully indemnified
and protected by the Company in respect of any such action,
determination or interpretation.
SECTION 11. Effective Date of Plan.
The Plan became effective on May 7, 1992, upon approval by the
affirmative vote of the majority of the votes cast by all stock-
holders entitled to vote on approval of the Plan.
IN WITNESS WHEREOF, this Plan has been duly executed by an
authorized officer of the Company, on this 21st day of July,
1997.
PENNSYLVANIA ENTERPRISES, INC.
THOMAS F. KARAM
---------------
Thomas F. Karam
President and Chief Executive Officer
<PAGE>
EXHIBIT 5
FLEISCHMAN AND WALSH, L.L.P.
1400 Sixteenth Street, NW
Sixth Floor
Washington, DC 20036
(202) 939-7900
May 2, 2000
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
360,001 shares of the Company's common stock, par value $1.00 per
share ("Shares"), to be issued by the Company's Pennsylvania
Division pursuant to its 1992 Stock Option 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.
<PAGE>
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
--------------------------
PricewaterhouseCoopers LLP
Austin, Texas
May 1, 2000
<PAGE>
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
--------------------------
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 1, 2000
<PAGE>
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
-------------------
Arthur Andersen LLP
New York, New York
May 1, 2000
<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 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 Pennsylvania Division 1992
Stock Option Plan and the Southern Union Company Pennsylvania
Division Stock Incentive Plan.
Dated: April 20, 2000
JOHN E. BRENNAN GEORGE L. LINDEMANN
- --------------- -------------------
John E. Brennan George L. Lindemann
FRANK W. DENIUS ROGER J. PEARSON
- --------------- ----------------
Frank W. Denius Roger J. Pearson
AARON I. FLEISCHMAN GEORGE ROUNTREE, III
- ------------------- --------------------
Aaron I. Fleischman George Rountree, III
PETER H. KELLEY DAN K. WASSONG
- --------------- --------------
Peter H. Kelley Dan K. Wassong
ADAM M. LINDEMANN KURT A. GITTER, M.D.
- ----------------- --------------------
Adam M. Lindemann Kurt A. Gitter
THOMAS F. KARAM RONALD W. SIMMS
- --------------- ---------------
Thomas F. Karam Ronald W. Simms
