-----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, EwHBCWsFR3W1Kucd7Oyds5vcrwI5P51jOVWjxdrxgMKFRbp5A3ULTJdh8LKWffn0 g3KTpCQVKlqm5YR9j9ReVw== 0000076063-05-000047.txt : 20051118 0000076063-05-000047.hdr.sgml : 20051118 20051118171151 ACCESSION NUMBER: 0000076063-05-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051116 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051118 DATE AS OF CHANGE: 20051118 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06407 FILM NUMBER: 051215969 BUSINESS ADDRESS: STREET 1: 417 LACKAWANNA AVENUE CITY: SCRANTON STATE: PA ZIP: 18503-2013 BUSINESS PHONE: (570) 614-5000 MAIL ADDRESS: STREET 1: 417 LACKAWANNA AVENUE CITY: SCRANTON STATE: PA ZIP: 18503-2013 8-K 1 suform8k_111805.htm SOUTHERN UNION COMPANY FORM 8-K 111805 Southern Union Company Form 8-K 111805




UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549


FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 16, 2005


SOUTHERN UNION COMPANY
(Exact name of registrant as specified in its charter)



Delaware
1-6407
75-0571592
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)



417 Lackawanna Avenue
Scranton, Pennsylvania
(Address of principal executive offices)
18503-2013
(Zip Code)


Registrant's telephone number, including area code: (570) 614-5000


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
ITEM 7.01 Regulation FD Dislosure

On November 18, 2005, Southern Union Company (the “Company”) issued a press release relating to the appointment of Eric D. Herschmann as Senior Executive Vice President of the Company, effective November 16, 2005 and the adoption by its Board of Directors of a succession plan in the event of the death, disability or retirement of George L. Lindemann, Chairman, President and Chief Executive Officer of the Company.

Mr. Herschmann, a partner specializing in litigation at the New York office of Kasowitz, Benson, Torres & Friedman LLP, has been serving as Interim General Counsel of the Company since January 2005.

Under the succession plan, Adam M. Lindemann would become Chairman of the Board of Directors and Eric D. Herschmann would become President and Chief Executive Officer.

A copy of the release is filed herewith as Exhibit 99.1. The information presented herein under Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.


ITEM 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.                      Description
 
Company’s November 18, 2005 Press Release.


This 8-K includes forward-looking statements. Although Southern Union believes that its expectations are based on reasonable assumptions, it can give no assurance that such assumptions will materialize. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein are enumerated in Southern Union's Forms 10-K and 10-Q as filed with the Securities and Exchange Commission. The Company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events, or otherwise.


 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
 
 
SOUTHERN UNION COMPANY
 
(Registrant)
 
Date: November 18, 2005
 
By:
 
/s/ Robert M. Kerrigan, III
 
Robert M. Kerrigan, III
 
Vice President - Assistant General Counsel and Secretary





 
EXHIBIT INDEX

Exhibit No.                   Description
 
Company’s November 18, 2005 Press Release.
   
   
   






EX-99.1 2 pressrelease.htm PRESS RELEASE Press Release

 
Exhibit 99.1
 

05-28
For further information:
Media: John P. Barnett, Director of External Affairs
713-989-7556

Investors: John F. Walsh, Director of Investor Relations
1-800-321-7423


SOUTHERN UNION COMPANY ANNOUNCES APPOINTMENT
OF SENIOR EXECUTIVE VICE PRESIDENT

SCRANTON, Pa., November 18, 2005 —The board of directors of Southern Union Company (NYSE: SUG) today announced the appointment of Eric D. Herschmann, 41, to senior executive vice president, effective Nov. 16, 2005.
 
George L. Lindemann, chairman, president and chief executive officer of Southern Union, said, “In this newly-created position, Eric will bring to bear his business and legal skills, together with his long experience with the company, its directors and officers and his knowledge of the natural gas industry.”
 
Herschmann, a partner specializing in litigation at the New York office of Kasowitz, Benson, Torres & Friedman LLP, has been serving as interim general counsel of the company since January 2005 and will continue in that capacity in the near-term. He has served as counsel for Southern Union since 1997, was named national litigation counsel for the company in 1999 and was involved in Southern Union’s sale of its Texas local distribution company to ONEOK in 2003 and the Panhandle Energy and CrossCountry Energy acquisitions in 2003 and 2004, respectively. Herschmann also has represented the board and board committees. Herschmann will remain a Kasowitz partner, and the firm will continue to represent the company in the future.
 
Prior to joining Kasowitz in 1996, Herschmann served as vice president and legal counsel of the investigations department at Citibank, N.A., where he managed a team of investigators supporting Citicorp on a global basis. From 1987 to 1993, Herschmann was an assistant district attorney and senior investigative and trial counsel for the New York County District Attorney’s Office.

Herschmann earned a B.A. from Yeshiva University in 1984 and a law degree in 1987 from Benjamin N. Cardozo School of Law, where he served as editor of the International Law Journal and member of the Moot Court Board.

Herschmann resides in Englewood, New Jersey.

In addition, Southern Union announced the adoption by its board of directors of a succession plan in the event of the death, disability or retirement of George L. Lindemann, chairman, president and chief executive officer of the company. The plan was developed by the company’s corporate governance committee, which is comprised of independent directors, and charged with oversight of management succession issues. Lindemann is actively engaged in the management of the company and no retirement announcement is expected. “The corporate governance committee encouraged the board of directors to adopt this formal succession plan as a matter of good corporate governance practices rather than any concern regarding George Lindemann’s health, ability or intent to continue to lead Southern Union,” stated George Rountree, III, chairman of the corporate governance committee.

Under the succession plan, Adam M. Lindemann, would become chairman of the board of directors of the company and Eric D. Herschmann would become president and chief executive officer.

Adam Lindemann, 44, who is George Lindemann’s son, has been a member of the company’s board of directors since 1990 and is currently chairman of its investment committee and a member of its finance committee. He is co-founder and president of Mega Communications, a Spanish radio group serving the East Coast of the United States. Previously, Lindemann was a senior vice president in the arbitrage group of Oppenheimer & Company. Before joining Oppenheimer, Lindemann was vice president and a member of the board of directors of Metro Mobile CTS, Inc., which was the nation’s second largest independent cellular telephone company until its merger with Bell Atlantic Corporation in 1992.

Lindemann received a B.A. from Amherst College in 1983 and a law degree from Yale Law School in 1987.

He resides in New York City.

About Southern Union Company
Southern Union Company is engaged primarily in the transportation, storage and distribution of natural gas.
Through Panhandle Energy, the company owns and operates 100% of Panhandle Eastern Pipe Line Company, Trunkline Gas Company, Sea Robin Pipeline Company, Southwest Gas Storage Company and Trunkline LNG Company - one of North America’s largest liquefied natural gas import terminals. Through CCE Holdings, LLC, Southern Union also owns a 50% interest in and operates the CrossCountry Energy pipelines, which include 100% of Transwestern Pipeline Company and 50% of Citrus Corp. Citrus Corp. owns 100% of the Florida Gas Transmission pipeline system. Southern Union’s pipeline interests operate approximately 18,000 miles of interstate pipelines that transport natural gas from the San Juan, Anadarko and Permian Basins, the Rockies, the Gulf of Mexico, Mobile Bay, South Texas and the Panhandle regions of Texas and Oklahoma to major markets in the Southeast, West, Midwest and Great Lakes region.
Through its local distribution companies, Missouri Gas Energy, PG Energy and New England Gas Company, Southern Union also serves approximately one million natural gas end-user customers in Missouri, Pennsylvania, Rhode Island and Massachusetts.
For further information, visit www.southernunionco.com.

Forward-Looking Information:
This news release includes forward-looking statements. Although Southern Union believes that its expectations are based on reasonable assumptions, it can give no assurance that such assumptions will materialize. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein are enumerated in Southern Union’s Forms 10-K and 10-Q as filed with the Securities and Exchange Commission.  The company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the company, whether as a result of new information, future events, or otherwise.
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