As filed with the Securities and Exchange Commission on September 22, 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 Identification No.)
of Incorporation or Organization)
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SOUTHERN UNION COMPANY VALLEY RESOURCES
401(K) EMPLOYEE STOCK OWNERSHIP PLAN
(Full Title of the Plan)
With a copy to:
Dennis K. Morgan, Esq. Stephen A. Bouchard, Esq.
Senior Vice President - Legal and Secretary FLEISCHMAN AND WALSH, L.L.P.
SOUTHERN UNION COMPANY 1400 Sixteenth Street, N.W.
504 Lavaca Street, Suite 800 Suite 600
Austin, Texas 78701 Washington, DC 20036
(512) 477-5852 (202) 939-7900
(Name, Address and Telephone Number, Including Area Code of Agent for Service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
to be Price Per Offering Registration
Title of Securities Registered Share Price Fee
to be Registered (1)(2) (3) (3) (2)(3)
Common Stock, par value 1,200,000
$1.00 per share shares $19.50000 $23,400,000 $6,177.60
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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) The shares of Common Stock being registered consist of shares to be
acquired by the Trustee through open market purchases pursuant to the
Plan for the account of the Plan's participants.
(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 September
19, 2000 of $19.50000 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 Valley Resources
401(k) Employee Stock Ownership 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 requirements of Section 10(a) of the Securities Act.
<PAGE>
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 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 (two) 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 December 6, 1999,
pursuant to Rule 13a-1 of the Exchange Act.
(g) the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999 filed on February 14, 2000, pursuant to Rule 13a-1 of
the Exchange Act.
(h) the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000 filed on May 15, 2000, pursuant to Rule 13a-1 of the Exchange
Act.
(i) the Company's Form 8-K filed with the SEC on June 5, 2000, pursuant to
Rule 13a-1 of the Exchange Act (which includes certain historical
financial information for Pennsylvania Enterprises, Inc., ProvEnergy
and Valley Resources).
(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 on Schedule 14A for its Annual
Meeting of Stockholders on October 19, 1999;
<PAGE>
(l) the Company's Definitive Proxy Statement on Schedule 14A for a Special
Meeting of Stockholders to be held on August 29, 2000 about the Fall
River Gas and ProvEnergy mergers.
(m) 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 Statement and to be a
part thereof from the date of the filing of such documents. Any statement
contained in the documents incorporated, 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 statement. 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.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
<PAGE>
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 corporation may indemnify any person against expenses, judgments,
fines and settlements 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 corporation, provided that (i) 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 and (ii) with respect to any criminal action
or proceeding, he had no reasonable cause to believe his conduct was unlawful.
If the action or suit is by or in the name of the corporation, the corporation
may indemnify any such person against expenses actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or 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
reasonably entitled to indemnity for such expenses 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 indemnification for any acts taken in their capacity as a
director of Southern Union to the fullest extent permitted under Delaware law.
Any agents, dealers or underwriters who execute any of the agreements 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 information 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.
<PAGE>
Item 8. Exhibits.
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Regulation Reference to Prior Filing or
S-K Exhibit Exhibit Number Attached
Number Document Hereto
----------- -------- -------------------------
4 Southern Union Company Valley Attached as Exhibit 4
Resources 401(k) Employee Stock
Ownership Plan ("Plan"), and First and
Second Amendments to the Plan
23-A Consent of Independent Accountants, Attached as Exhibit 23-A
PricewaterhouseCoopers LLP
23-B Consent of Independent Accountants, Attached as Exhibit 23-B
PricewaterhouseCoopers LLP
23-C Consent of Independent Accountants, Attached as Exhibit 23-C
Arthur Andersen LLP
23-D Consent of Independent Public Accoun- Attached as Exhibit 23-D
tants, Arthur Andersen LLP
23-E Consent of Independent Public Accoun- Attached as Exhibit 23-E
tants, Arthur Andersen LLP
23-F Consent of Independent Certified Public Attached as Exhibit 23-F
Accountants, Grant Thornton, LLP
24 Power of Attorney Attached as Exhibit 24
In lieu of the opinion of counsel or determination letter contemplated by Item
601(b)(5) of Regulation S-K, Registrant hereby confirms that is has submitted
the Plan and undertakes that it will submit all amendments thereto to the
Internal Revenue Service (the "IRS") in a timely manner, and that it has made or
will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code. Pursuant to subsection (a) of Item 8
of Form S-8, no opinion with respect to legality of the Common Stock, $1.00 par
value per share (the "Common Stock"), being requested is required as the Common
Stock being registered herein is currently outstanding.
<PAGE>
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 registration
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 statement.
(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 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(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,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it 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 authorized, in the City of Austin, State of Texas on September 22, 2000.
SOUTHERN UNION COMPANY
/s/ DAVID J. KVAPIL
--------------------------------
David J. Kvapil
Senior Vice President and
Corporate controller
(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 September 19, 2000.
Signature/Name Title
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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
KURT A. GITTER, M.D.* Director
ADAM M. LINDEMANN* Director
ROGER J. PEARSON* Director
GEORGE ROUNTREE, III* Director
DAN K. WASSONG* Director
<PAGE>
THOMAS F. KARAM* Director
RONALD W. SIMMS* Director
/s/ RONALD J. ENDRES Executive Vice President and
-------------------------------- Chief Financial Officer
Ronald J. Endres
/s/ DAVID J. KVAPIL Senior Vice President and Controller
-------------------------------- (Principal Accounting Officer)
David J. Kvapil
*By: /s/ DAVID J. KVAPIL
--------------------------------
David J. Kvapil
Attorney-in-fact
