<PAGE>
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As filed with the Securities and Exchange Commission on
May 2, 2000
Registration No. 333-
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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
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
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 172,870
share shares $15,90625 $2,749,713.44 $725.92
- --------------------
(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 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 Stock Exhibit 4
Incentive Plan, as amended.
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
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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. Stock Incentive 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.
STOCK INCENTIVE PLAN
SECTION 1. Purposes
The purposes of the Pennsylvania Enterprises, Inc. Stock Incentive
Plan (the "Plan") are (i) to enable Pennsylvania Enterprises, Inc.
(the "Company") and Related Companies (as defined below) to attract
and retain employees who contribute to the Company's success by
their ability, ingenuity and industry, and strengthen the existing
mutuality of interests between such employees and the Company's
shareowners by offering such employees an equity interest in the
Company and thereby enabling them to participate in the long-term
success and growth of the Company, and (ii) to enable the Company
to pay part of the compensation of its Outside Directors (as defined
in Section 5.2) in options to purchase shares of the Company's
common stock ("Stock"), thereby increasing such directors' proprietary
interests in the Company and more closely aligning their interests
with those of other shareowners. 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. Types of Awards
2.1 Awards under the Plan shall be in the form of (i) Stock Options;
(ii) Restricted Stock; (iii) Bonus Stock; and/or (iv) Dividend
Equyivalent Units.
2.2 An eligible employee may be granted one or more types of awards,
which may be independent or granted in tandem. If two awards
are granted in tandem, the employee may exercise (or otherwise
receive the benefit of) one award only to the extent he or she
relinquishes the tandem award.
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
directors each of whom is a non-employee director, as such
term is defined in Rule 16b-3 under the Securities Exchange
Act of 1934 or any successor rule. The members of the Com-
mittee shall serve at the pleasure of the Board. Notwith-
standing the foregoing, grants of Discretionary Stock Options
(as defined below) to Outside Directors shall only be made
by the Board.
3.2 The Committee shall have the following authority with respect
to awards under the Plan other than awards to Outside Direc-
tors: to grant awards to eligible employees under the Plan;
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 award granted under the Plan; and to otherwise
supervise the administration of the Plan. In particular, and
without limiting its authority and powers except with respect
to awards to Outside Directors, the Committee shall have the
authority:
(a) to determine whether and to what extent any award or
combination of awards will be granted hereunder, including
whether any awards will be granted in tandem with each
other;
(b) to select the employees to whom awards will be granted;
(c) to determine the number of shares of Stock to be con-
verted by each award granted hereunder subject to the
limitations contained herein;
(d) to determine the terms and conditions of any award
granted hereunder, including, but not limited to, any
vesting or other restrictions based on such performance
objectives (the "Performance Objectives") and such other
factors as the Committee may establish, and to determine
whether the Performance Objectives and other terms and
conditions of the award are satisfied;
(e) to determine the treatment of awards upon an employee's
retirement, disability, death, termination for cause or
other termination of employment;
(f) to determine pursuant to a formula or otherwise the fair
market value of the Stock on a given date; provided,
however, that if the Committee fails to make such a
determination, fair market value of the Stock on a given
date shall be the average of the high and low quoted
selling price of the Stock on the principal exchange
upon which the Stock is listed on the day preceding the
date in question, or if no such sale of Stock occurs on
such date, the average of the high and low prices on the
nearest trading date before such date;
(g) to determine that amounts equal to the amount of any divi-
dends declared with respect to the number of shares
covered by an award (i) will be paid to the employee cur-
rently or (ii) will be deferred and deemed to be reinvested
or (iii) will otherwise be credited to the employee, or
that the employee has no rights with respect to such divi-
dends.
(h) to determine whether, to what extent, and under what cir-
cumstances Stock and other amounts payable with respect
to an award will be deferred either automatically or at
the election of any employee, including providing for
and determining the amount (if any) of deemed earnings on
any deferred amount during any deferral period;
(i) to provide that the shares of Stock received as a result
of any award shall be subject to a right of first refusal,
pursuant to which the employee shall be required to offer
to the Company any shares that the employee wishes to
sell, subject to such terms and conditions as the Committee
may specify;
(j) to amend the terms of any award, prospectively or retro-
actively; provided, however, that no amendment shall
impair the rights of the award holder without his or her
written consent; and
(k) to substitute new Stock Options for previously granted
Stock Options, or for options granted under other plans
or agreements, in each case including previously granted
options having higher option prices.
3.3 With respect to awards to Outside Directors, the Committee
shall have authority to interpret the Plan and the terms of any
awards granted to Outside Directors; to adopt, amend, and
rescind administrative regulations to further the purposes of
the Plan; and to take any other action necessary to the proper
operation of the Plan. The Board shall have the power to make
grants of Discretionary Stock Options to Outside Directors
pursuant to Section 5.2, subject to the provisions of Section
6, and to amend such awards.
3.4 All determinations made by the Committee or the Board pursuant
to the provisions of the Plan shall be final and binding on all
persons, including the Company and Plan participants.
3.5 The Committee may from time to time delegate to one or more
officers of the Company any or all of its authorities granted
hereunder except with respect to awards granted to persons
subject to Section 16 of the Securities Exchange Act of 1934.
The Committee shall specify the maximum number of shares 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 which may be issued under
the Plan shall be 460,000 (after the two-for-one stock split
and subject to the adjustment as provided below). Such shares
may consist of authorized but unissued shares or treasury
shares. The payment of any award in cash shall not count
against this share limit.
4.2 To the extent a Stock Option terminates without having been
exercised, or an award terminates without the holder having
received payment of the award, or shares awarded are forfeited,
the shares subject to such award shall again be available for
distribution in connection with awards under the Plan. Shares
of Stock equal in number to the shares surrendered in payment
of the option price, and shares of Stock which are withheld in
order to satisfy federal, state or local tax liability, shall
not count against the above limit, and shall again be available
for distribution in connection with awards under the Plan.
4.3 No employee shall be granted Stock Options, Restricted Stock,
and/or Bonus Stock or any combination of the foregoing with
respect to more than 200,000 shares of Stock in any fiscal
year and no employee shall be granted more than 200,000 Divi-
dend Equivalent Units in any fiscal year (in each case, sub-
ject to adjustment as provided in Section 4.4).
4.4 In the event of any merger, reorganization, consolidation,
sale of substantially all assets, recapitalization,
Stock dividend, Stock split, spin-off, split-up, split-off,
distribution of assets or other change in corporate struc-
ture 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 and Dividend Equivalent Units as to which awards may
be granted to any individual in any fiscal year, the number
of shares or Dividend Equivalent units subject to outstanding
awards and the amounts to be paid by award holders or the
Company, as the case may be, with respect to outstanding
awards; provided, however, that no such adjustment shall
increase the aggregate value of any outstanding award. In
the event any change described in this Section 4.4 occurs
and an adjustment is made in the outstanding Stock Options
held by employees, a similar adjustment shall be made in the
number and terms of Stock Options held by Outside Directors.
SECTION 5. Eligibility
5.1 Employees of the Company or a Related Company, including
employees who are officers and/or directors of the Company,
are eligible to be granted awards under the Plan, other than
under Section 5.2. Except as provided in Section 5.2, Out-
side Directors are not eligible to be granted awards under
the Plan. The employee participants under the Plan shall be
selected from time to time by the Committee, in its sole
discretion, from among those eligible.
5.2 The Board, in its discretion, may grant discretionary Stock
Options to one or more Outside Directors, subject to the
provisions of Section 6. Stock Options granted under this
Section 5.2 shall be referred to as "Discretionary Stock
Options." For purposes of the Plan the term "Outside
Director" shall mean any director of the Company other than
one who is an employee of the Company or a Related Company.
SECTION 6. 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 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. All Stock Options awarded to Outside Directors
shall be Non-Qualified Stock Options.
6.2 Subject to the following provisions, Stock Options awarded to
employees under the Plan by the Committee and Discretionary
Stock Options awarded to Outside Directors by the Board shall
be in such form and shall have such terms and conditions as
the Committee or Board, as the case may be, may determine
(the Committee or the Board, as the case may be, hereafter
referred to as the "Granting Authority").
(a) Option Price. The option price per share under a Stock
------------
0ption shall be determined by the Granting Authority, and
may not be less than the fair market value of the Stock
on the date of the award of the Stock Option.
(b) Option Term. The term of each Stock Option shall be fixed
-----------
by the Granting Authority.
(c) Exercisability. Stock Options shall be exercisable at
--------------
such time or times and subject to such terms and condi-
tions as shall be determined by the Granting Authority.
The Granting Authority may waive such exercise provisions
or accelerate the exercisability of the Stock Option at
any time in whole or in part.
(d) Method of Exercise. Stock Options may be exercised in
------------------
whole or in part at any time during the option period by
giving written notice of exercise to the Company speci-
fying the number of shares to be purchased, accompanied
by payment of the purchase price. Payment of the pur-
chase price shall be made in such manner as the Granting
Authority may provide in the award, which may include
cash (including cash equivalents), delivery of shares of
Stock already owned by the optionee or subject to awards
hereunder, "cashless exercise," any other manner per-
mitted by law determined by the Granting Authority,
or any combination of the foregoing. If the Granting
Authority determines that a Stock Option may be exercised
using shares of Restricted Stock, then unless the Granting
Authority provides otherwise, the shares received upon the
exercise of a Stock Option which are paid for using
Restricted Stock shall be restricted in accordance with
the original terms of the Restricted Stock award.
(e) No Stockholder Rights. An optionee shall have neither
---------------------
rights to dividends nor other rights of a shareowner
with respect to shares subject to a Stock Option until the
optionee has given written notice of exercise and has
paid for such shares.
(f) Surrender Rights. The Granting Authority may provide
----------------
that options may be surrendered for cash upon any terms
and conditions set by the Granting Authority.
(g) Non-transferability. Unless otherwise provided by the
-------------------
Granting Authority, (i) Stock Options shall not be
transferable by the optionee other than by will or by the
laws of descent and distribution, and (ii) during the
optionee's lifetime, all Stock Options shall be
exercisable only by the optionee or by his or her guardian
or legal representative.
(h) Termination of Employment. Following the termination of
-------------------------
an optionee's employment with the Company or a Related
Company, the Stock Option shall be exercisable to the
extent determined by the Granting Authority. The Granting
Authority may provide different post-termination exercise
provisions with respect to termination of employment for
different reasons. The Grantaing Authority may provide
that, notwithstanding 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.
6.3 Notwithstanding the provisions of Section 6.2, no Incentive
Stock Option shall (i) have an option price which is less
than 100% of the fair market value of the stock on the date
of the award of the Incentive 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 specified in Section 14. No
Incentive Stock Option granted to an employee who owns more
than 10% of the total combined voting power of all classes of
stock of the Company or any of its parent or subsidiary corpo-
rations, as defined in Section 424 of the Code, shall (A) have
an option price which is less than 110% of the fair market
value of the Stock on the date of award of the Incentive
Stock Option or (B) be exercisable more than five years after
the date such Incentive Stock Option is awarded.
SECTION 7. Restricted Stock
Subject to the following provisions, all awards of Restricted
Stock to employees shall be in such form and shall have such
terms and conditions as the Committee may determine:
(a) The Restricted Stock award shall specify the number of shares
of Restricted Stock to be awarded, the price, if any, to be
paid by the recipient of the Restricted Stock and the date or
dates on which, or the conditions upon the satisfaction of
which, the Restricted Stock will vest. The grant and/or the
vesting of Restricted Stock may be conditioned upon the com-
pletion of a specified period of service with the Company or
a Related Company, upon the attainment of specified Performance
Objectives or upon such other criteria as the Committee may
determine.
(b) Stock certificates representing the Restricted Stock awarded
to an employee shall be registered in the employee's name, but
the Committee may direct that such certificates be held by the
Company on behalf of the employee. Except as may be permitted
by the Committee, no share of Restricted Stock may be sold,
transferred, assigned, pledged or otherwise encumbered by the
employee until such share has vested in accordance with the
terms of the Restricted Stock award. At the time Restricted
Stock vests, a certificate for such vested shares shall be
delivered to the employee (or his or her designated beneficiary
in the event of death) free of all restrictions.
(c) The Committee may provide that the employee shall have the
right to vote or receive dividends on Restricted Stock. Unless
the Committee provides otherwise, Stock received as a dividend
on, or in connection with a stock split of, Restricted Stock
shall be subject to the same restrictions as the Restricted
Stock.
(d) Except as may be provided by the Committee, in the event of an
employee's termination of employment before all of his or her
Restricted Stock has vested, or in the event any conditions to
the vesting of Restricted Stock have not been satisfied prior
to any deadline for the satisfaction of such conditions set
forth in the award, the shares of Restricted Stock which have
not vested shall be forfeited, and the Committee may provide
that (i) any purchase price paid by the employee shall be
returned to the employee or (ii) if lower, a cash payment
equal to the Restricted Stock's fair market value on the date
of forfeiture shall be paid to the employee.
(e) The Committee may waive, in whole or in part, any or all of
the receipt of, or restrictions with respect to, any or all
of the employee's Restricted Stock.
SECTION 8. Bonus Stock
The Committee may award Bonus stock to an eligible employee subject
to such terms and conditions as the Committee shall determine. The
grant of Bonus Stock may be conditioned upon the attainment of
specified Performance Objectives or upon such other criteria as the
Committee may determine. The Committee may waive such conditions in
whole or in part. Unless otherwise specified by the Committee, no
money shall be paid by the recipient for the Bonus Stock. Alterna-
tively, the Committee may offer eligible employees the opportunity
to purchase Bonus Stock at a discount from its fair market value.
The Bonus Stock award shall be satisfied by the delivery of the
designated number of shares of Stock which are not subject to
restriction.
SECTION 9. Dividend Equivalent Units
Subject to the following provisions, all awards of Dividend Units
to employees shall be in such form and shall have such terms and
conditions as the Committee may determine:
(a) The Dividend Equivalent Unit award shall specify the number
of Dividend Equivalent Units ("Units") to be awarded. Each
Unit shall be credited with additional Units with respect to
each cash dividend paid on outstanding shares of Stock, as
follows. The number of additional Units to be credited with
respect to the award shall be the aggregate number derived
by (1) multiplying the declared dividend rate per share of
Stock by the number of Units held by the awardee with respect
to that award as of the dividend record date for such divi-
dend (including Units credited to such award on account of
previous dividend payments), and (2) dividing the resulting
figure by the Market Price (as defined below) of a share of
Stock on the dividend payment date. The number of Units
shall be calculated to the nearest 0.001 of a Unit. For pur-
poses of Section 9 of the Plan, the term "Market Price"
shall mean the average of the high and low quoted selling
price of the Stock, on the principal exchange on which the
Stock is listed, on the date in question, or, if no such
sale of Stock occurs on such day, the average of the high
and low prices on the nearest trading date before such date.
(b) Upon settlement of the award, the awardee shall receive an
amount equal to (1) the number of Units then credited to
his/her award reduced by the number of Units initially
awarded, multiplied by (2) the Market Price of a share of
Stock on the settlement date. Such amount shall be paid
in cash, Stock, or a combination hereof, as determined by
the Committee. All Units granted to an employee in a
particular award shall be settled at the same time.
(c) The Committee may specify the settlement date for any award
of Units, or may permit the awardee to elect a settlement
date within a period specified by the Committee. The Com-
mittee may condition the grant and/or settlement of an
award of Dividend Equivalent Units upon the completion of a
specified period of service with the Company or a Related
Company, upon the attainment of specified Performance
Objectives or upon such other criteria as the Committee may
determine; and the Committee, in its discretion may waive
any such conditions.
SECTION 10. Tax Withholding
10.1 Each employee shall, no later than the date as of which the
value of an award first becomes includible in the employee's
gross income for applicable tax purposes, pay to the Company,
or make arrangements satisfactory to the Committee regarding
payment of, any federal, state, local or other taxes of any
kind required by law to be withheld with respect to the award.
The obligations of the Company under the Plan shall be condi-
tional 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.
10.2 To the extent permitted by the Committee, and subject to
such terms and conditions as the Committee may provide, an
employee may elect to have the withholding tax
obligation, or any additional tax obligation with respect to
any awards hereunder, satisfied by (i) having the Company
withhold shares of Stock otherwise deliverable to such person
with respect to the award or (ii) delivering to the Company
shares of unrestricted Stock. Alternatively, the Committee
may require that a portion of the shares of Stock otherwise
deliverable be applied to satisfy the withholding tax
obligations with respect to the award.
SECTION 11. Amendments and Termination
The Board may discontinue the Plan at any time and may amend it
from time to time. No amendment or discontinuation of the Plan
shall adversely affect any award previously granted without the
award holder's written consent. Amendments may be made without
shareowner approval except as required to satisfy Rule 16b-3
under the Securities Exchange Act of 1934 (or any successor rule),
or other stock exchange or regulatory requirements.
SECTION 12. Change of Control
12.1 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:
(a) all outstanding Stock Options awarded under the Plan
shall become fully exercisable and vested,
(b) the restrictions applicable to any outstanding Restricted
Stock or Bonus Stock awards under the Plan shall lapse
and such shares and awardees shall be deemed fully vested;
and
(c) to the extent the cash payment of any award or the settle-
ment of a Dividend Equivalent Unit is based on the fair
market value of the Stock, such fair market value shall
be the Change of Control Price.
12.2 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 (the "Exchange Act") other than the Company
and its subsidiaries as determined prior to that date,
in a transaction or series of transactions has become
the beneficial owner, directly or indirectly (with bene-
ficial ownership determined as provided in Rule 13d-3,
or any successor rule, under the Exchange Act) of 20% or
more of the outstanding securities of the Company 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 shareowners of the Company
of an agreement providing for the merger or consolida-
tion of the Company with another corporation where (i)
the shareowners of the Company, immediately prior to the
merger or consolidation, would not beneficially own,
immediately after the merger or consolidation, shares
entitling such shareowners 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 shareowners of the corporation issuing cash
or securities in the merger or consolidation would be
entitled in the election of directors, or (ii) where
the members of the Board, immediately prior to the
merger or consolidation, would not, immediately after
the merger or consolidation, constitute a majority of
the Board of Directors of the corporation issuing cash
or securities in the merger; or
(d) the date of approval by the shareowners of the Company
of the sale or other disposition of all or substantially
all of the assets of the Company.
12.3 "Change of Control Price" means the highest price per share
of Stock paid in any transaction reported on any national
securities exchange where the Stock is traded, or paid or
offered in any transaction related to a Change of Control,
at any time during the 90-day period ending with the Change
of Control.
SECTION 13. General Provisions
13.1 Each award 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 consent or approval of any
government regulatory body, or (iii) an agreement by the
recipient of an award 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 award or the
issuance, purchase or delivery of Stock thereunder, such
award shall not be granted or exercised, in whole or in part,
unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained
free of any conditions not acceptable to the Committee.
13.2 Nothing set forth in the Plan shall prevent the Board from
adopting other or additional compensation arrangements.
Neither the adoption of the Plan nor any award hereunder
shall confer upon any employee of the Company, or of a
Related Company, any right to continued employment, and no
award to any Outside Director shall confer upon such Outside
Director any right to continued service as a director.
13.3 Determinations by the Board or the Committee under the Plan
relating to the form, amount and terms and conditions of
awards need not be uniform, and may be made selectively among
persons who receive or are eligible to receive awards under
the Plan, whether or not such persons are similarly situated.
13.4 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 14. Effective Date of Plan
The Plan became effective on May 14, 1997, subject to approval by
the Company's shareowners at the 1997 Annual Meeting of Shareowners.
<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
172,870 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 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.
<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
