-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IzkrODp5LNKLSolh2YiDOp8gTzuZnB52pqnwGJQZgB7U307wwAIMt7Yt5sTrIgbP wSJzx/KB8cb5jFczlqNjkw== 0000203248-96-000006.txt : 19960802 0000203248-96-000006.hdr.sgml : 19960802 ACCESSION NUMBER: 0000203248-96-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960801 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED CITIES GAS CO CENTRAL INDEX KEY: 0000101105 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 361801540 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38347 FILM NUMBER: 96602255 BUSINESS ADDRESS: STREET 1: 5300 MARYLAND WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6153735310 MAIL ADDRESS: STREET 1: 5300 MARYLAND WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHEASTERN ILLINOIS GAS CO DATE OF NAME CHANGE: 19670829 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN UNION CO CENTRAL INDEX KEY: 0000203248 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 750571592 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 504 LAVACA ST 8TH FL CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5124775852 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UNITED CITIES GAS COMPANY (Name of Issuer) COMMON STOCK, WITHOUT PAR VALUE (Title of Class of Securities) 909823106000 (CUSIP Number) STEPHEN A. BOUCHARD, ESQ. FLEISCHMAN AND WALSH, L.L.P. 1400 SIXTEENTH STREET, N.W. WASHINGTON, D.C. 20036 (202) 939-7900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 23, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this state- ment [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial owner- ship of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise sub- ject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.) - ----------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SOUTHERN UNION COMPANY 75-0571592 - ----------------------------------------------------------------- 2. Check the Appropriate Box If A Member Of A Group* (a) [ ] (b) [ ] - ----------------------------------------------------------------- 3. SEC Use Only - ----------------------------------------------------------------- 4. Source of Funds* WC (See Item 3) - ----------------------------------------------------------------- 5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). [ ] - ----------------------------------------------------------------- 6. Citizenship Or Place Of Organization DELAWARE - ----------------------------------------------------------------- 7. Sole Voting Power 854,300 ---------------------------------------------- Number of shares 8. Shared Voting Power Beneficially None Owned by Each ---------------------------------------------- Reporting Person 9. Sole Dispositive Power With: 854,300 ---------------------------------------------- 10. Shared Dispositive Power None - ----------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 854,300 - ----------------------------------------------------------------- 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] - ----------------------------------------------------------------- 13. Percent Of Class Represented By Amount In Row (11) 6.5% (See Item 5) - ----------------------------------------------------------------- 14. Type Of Reporting Person* CO - ----------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer - ---------------------------- This statement on Schedule 13D relates to the common stock, with- out par value (the "Common Stock") of United Cities Gas Company, an Illinois and Virginia corporation (the "Issuer"/NASDAQ: UCIT). The address of the principal executive offices of the Issuer is 5300 Maryland Way, Brentwood, Tennessee 37027. Item 2. Identity and Background - -------------------------------- (a), (b), (c) and (f) Name of Reporting Person: Southern Union Company ("Reporting Person"/NYSE: SUG) State of Incorporation: Delaware Principal Business: The Reporting Person's principal line of business is the distribution of natural gas as a public utility in Texas and Missouri. Address of Principal Business: 504 Lavaca Street, Eighth Floor, Austin, Texas 78701 Address of Principal Office: 504 Lavaca Street, Eighth Floor, Austin, Texas 78701 Information in response to paragraphs (a), (b), (c) and (f) of this Item 2 with respect to the executive officers and directors of the Reporting Person is set forth in Schedule I hereto and is incorporated herein by reference. (d)-(e) During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of its executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities sub- ject to, Federal or State securities laws or finding any viola- tion with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration - ---------------------------------------------------------- The Reporting Person has used working capital to fund all pur- chases of Common Stock to date, and expects to fund any addi- tional purchases of Common Stock with working capital. The Reporting Person's sources of working capital include its pre-existing revolving credit agreement (see Item 7). The aggre- gate purchase price, net of brokerage commissions, for the 854,300 shares of Common Stock presently owned by the Reporting Person was $16,067,488. Item 4. Purpose of Transaction - ------------------------------- (a)-(j) The Reporting Person intends to continuously review its invest- ment in the Issuer, and to explore all options that may be avail- able to it relating to its investment in the Issuer. (a) The Reporting Person plans to purchase additional shares of Com- mon Stock, but may in the future decide to sell a portion or all of any shares of Common Stock that it may now or hereafter own. The Reporting Person's decisions as to additional purchases or any sales of any shares of Common Stock will be made in light of market conditions, applicable legal and regulatory constraints and other factors that the Reporting Person may from time to time deem appropriate. (b)-(j) The Reporting Person presently has no definite plans or propo- sals relating to or that would result in any transaction of the types described in paragraphs (b) through (j) of Item 4 to Schedule 13D. Options that the Reporting Person may explore could relate to or result in plans or proposals in the future with respect to one or more such transactions, including alter- natives to the sale of the Issuer to Atmos Energy Corporation (NYSE: ATO) as presently proposed by the Issuer's board of directors. Such alternatives may include transactions involving or affecting the Issuer or its securities, either directly or indirectly, including transactions involving or affecting the Issuer's proposed purchaser, Atmos Energy Corporation, or its securities. Item 5. Interest in Securities of the Issuer - --------------------------------------------- (a) The Reporting Person beneficially owns 854,300 shares of Common Stock. According to the Issuer's press release, dated July 22, 1996, the Issuer had 13,102,913 shares of Common Stock outstanding as of June 30, 1996; accordingly, the Reporting Person beneficially owns 6.5% of all Common Stock reported to be outstanding as of June 30, 1996. (b) With respect to the Common Stock, the Reporting Person has: (i) Sole power to vote or direct the vote of 854,300 shares of Common Stock; (ii) Shared power to vote or direct the vote of zero shares of Common Stock; (iii) Sole power to dispose or direct the disposition of 854,300 shares of Common Stock; and (iv) Shared power to dispose or direct the disposition of zero shares of Common Stock. (c) Set forth below are descriptions of transactions in the Common Stock by the Reporting Person effected during the past 60 days, all of which represent open market purchases, net of brokerage commissions: Number of Shares of Date of Transaction Common Stock Price Per Share ------------------- ------------------- --------------- July 23, 1996 43,000 $20.0000 July 23, 1996 19,000 19.8750 July 23, 1996 5,000 19.6250 July 23, 1996 20,000 19.7500 July 24, 1996 25,000 19.7500 July 24, 1996 10,000 19.6250 July 24, 1996 7,000 19.8750 July 24, 1996 21,000 20.0000 July 25, 1996 22,500 19.8750 July 25, 1996 3,000 19.7500 July 26, 1996 6,000 19.8750 July 26, 1996 1,000 19.6250 July 26, 1996 20,600 19.7500 July 29, 1996 18,400 19.7500 July 29, 1996 11,000 19.6250 July 30, 1996 21,400 19.7500 July 31, 1996 5,000 19.8125 July 31, 1996 10,400 19.7500 (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer - ----------------------------------------------------------------- None. Item 7. Material to be Filed as Exhibits - ----------------------------------------- Exhibit 1 Revolving Credit Agreement, Revolving Note and Loan Documents, between the Reporting Person and the Banks named therein, dated September 30, 1993, as amended (filed by the Reporting Person (Commission File No. 1-6407) as: Exhibit 99.2 to Reporting Person's Cur- rent Report on Form 8-K dated October 13, 1993, Exhibit 10.1 to Reporting Person's Registration Statement on Form S-3 (No. 33-70604), Exhibit 10(c) to Reporting Person's Transition Report on Form 10-K for the year ended June 30, 1994 and Exhibit 10.1 to Reporting Person's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, each of which is incorporated in this Schedule 13D by reference thereto) Exhibit 2 Power of Attorney SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this state- ment is true, complete and correct. August 1, 1996 -------------- (Date) STEPHEN A. BOUCHARD ------------------- (Signature) Stephen A. Bouchard Attorney-in-fact ------------------- (Name and Title) SCHEDULE I ---------- The names, principal business addresses and principal occupation of each of the executive officers and directors of the Reporting Person are listed below. Each executive officer and director is a Citizen of the United States. Directors - --------- Name and Principal Business Address Principal Occupation - -------------------------- ------------------------------------- George L. Lindemann Chairman of the Board and Chief c/o Activated Executive Officer of Reporting Communications, Inc. Person; President and Director of 767 Fifth Avenue Cellular Dynamics, Inc. and Activated 50th Floor Communications, Inc. (private New York, NY 10153 investment businesses) John E. Brennan Vice Chairman of Reporting Person; c/o Activated private investor Communications, Inc. 767 Fifth Avenue 50th Floor New York, NY 10153 Peter H. Kelley President and Chief Operating Officer c/o Southern Union Company of Reporting Person 504 Lavaca Street Eighth Floor Austin, Texas 78701 Frank W. Denius Attorney (private practice); Chairman 700 Lavaca Street Emeritus of Reporting Person Suite 700 Austin, Texas 78701 Aaron I. Fleischman Senior Partner, Fleischman and Walsh, c/o Fleischman and Walsh, L.L.P. (legal services) L.L.P. 1400 Sixteenth Street, N.W. Washington, D.C. 20036 Kurt A. Gitter, M.D. Ophthalmologist 3525 Prytania Street Suite 320 New Orleans, LA 70115 Adam M. Lindemann Securities Analyst c/o Oppenheimer & Company Oppenheimer & Company World Financial Center 200 Liberty Street, 8th Flr. New York, New York 10281 George Rountree, III Senior Partner, Rountree & Seagle c/o Rountree & Seagle (legal services) 2419 Market Street Wilmington, NC 28403 Roger J. Pearson Of Counsel, Neville, Shaver, Kelly & c/o Neville, Shaver, McLean (legal services) Kelly & McLean Three Landmark Square Suite 310 Stamford, CT 06901 Dan K. Wassong Chairman, President, Chief Executive c/o Del Laboratories, Inc. Officer and Director, Del 565 Broad Hollow Road Laboratories, Inc. (manufacturer of Farmingdale, NY 11735 cosmetics, toiletries and pharmaceuticals) Executive Officers Who Are Not Directors - ---------------------------------------- Unless otherwise stated, the principal business address of each executive officer is the same as that of the Reporting Person. Name and Principal Position(s) Held Business Address with Reporting Person - ------------------------- ------------------------------------- Ronald J. Endres Executive Vice President and Chief Financial Officer David J. Kvapil Vice President - Controller Dennis K. Morgan Vice President - Legal and Secretary Donald A. Scovil Executive Vice President - Propane Services/Sales C. Thomas Clowe, Jr. President and Chief Operating Officer c/o Missouri Gas Energy of Missouri Gas Energy (division of 3420 Broadway Reporting Person) Kansas City, MO 64111 Index to Exhibits ----------------- Exhibit 1 Revolving Credit Agreement, Revolving Note and Loan Documents, between the Reporting Person and the Banks named therein, dated September 30, 1993, as amended (filed by the Reporting Person (Commission File No. 1-6407) as: Exhibit 99.2 to Reporting Person's Cur- rent Report on Form 8-K dated October 13, 1993, Exhibit 10.1 to Reporting Person's Registration Statement on Form S-3 (No. 33-70604), Exhibit 10(c) to Reporting Person's Transition Report on Form 10-K for the year ended June 30, 1994 and Exhibit 10.1 to Reporting Person's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, each of which is incorporated in this Schedule 13D by reference thereto) Exhibit 2 Power of Attorney EX-2 2 Exhibit 2 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Peter H. Kelley, President and Chief Operating Officer, and authorized representative of Southern Union Company (the "Com- pany"), constitutes and appoints Stephen A. Bouchard the true and lawful attorney-in-fact and agent of the Company, with full power of substitution and re-substitution, for the Company and in the name, place and stead of the Company, in any and all capacities, to sign this Schedule 13D of the Company and any and all amend- ments to this Schedule 13D, and to file the same, with all exhibits thereto, and all other documents in connection there- with, with the Securities and Exchange Commission (the "Commis- sion") and with such other persons as may be required under the rules of the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the Company might or could do in person, hereby ratifying and confirming said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Dated: August 1, 1996 SOUTHERN UNION COMPANY By: PETER H. KELLEY ------------------------------------- Peter H. Kelley President and Chief Operating Officer (Duly Authorized Representative) -----END PRIVACY-ENHANCED MESSAGE-----