sus8_100909.htm

-----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, A5LcjLPfSIEyeFUC1RTPmbiWr96NV3T/ai3Qv+NPB1BAHWfabKGI2SB69j3qyoM9 vxzaiXOZXSSklV2TgG4AJQ== 0000076063-09-000017.txt : 20091105 0000076063-09-000017.hdr.sgml : 20091105 20091105102251 ACCESSION NUMBER: 0000076063-09-000017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20091105 DATE AS OF CHANGE: 20091105 EFFECTIVENESS DATE: 20091105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN UNION CO CENTRAL INDEX KEY: 0000203248 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 750571592 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-162898 FILM NUMBER: 091159934 BUSINESS ADDRESS: STREET 1: 5444 WESTHEIMER RD CITY: HOUSTON STATE: TX ZIP: 77056-5306 BUSINESS PHONE: (713) 989-2000 MAIL ADDRESS: STREET 1: 5444 WESTHEIMER RD CITY: HOUSTON STATE: TX ZIP: 77056-5306 S-8 1 sus8_100909.htm SU FORM S-8 10-09-09 STOCK & INCENTIVE PLAN sus8_100909.htm

As filed with the Securities and Exchange Commission on November 5, 2009

Registration No. 333-

60;

UNITED STATES

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 of (I.R.S. Employer

Incorporation or Organization) Identification No.)

5444 Westheimer Road

Houston, Texas 77056

(713) 989-2000

(Address of Principal Executive Offices)

Southern Union Company Third Amended and Restated

2003 Stock and Incentive Plan

(Full title of the Plan)

Copy to:

Robert M. Kerrigan, III Seth M. Warner, Esq.

Vice President, Assistant General Counsel & Secretary Locke Lord Bissell & Liddell LLP

5444 Westheimer Road 401 9th St., N.W., Suite 400 South

Houston, Texas 77056 Washington, DC 20004

(713) 989-7816 (202) 220-6900

(Name, address and telephone number, including area code,

of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer T Accelerated filer ⁪ Non-accelerated filer ⁪ Smaller reporting company ⁪

(Do not check if a smaller

reporting company)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee (2)
Common Stock, $1.00 par value	2,000,000 shares	$19.41	$38,820,000	$2,167

DC1 25785v.1

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of common stock as may be issued by reason of

stock splits, stock dividends or similar transactions.

(2)	This amount was calculated in accordance with Rule 457(c) of the Securities Act and based on the average of the high and low sale prices of the Registrant’s common stock as reported on the New York Stock Exchange on November 3, 2009.

The prospectus included in this Registration Statement is a combined prospectus that also relates to an aggregate of 7,000,000 shares of common stock previously registered under the Registrant’s registration statement on Form S-8 filed on February 5, 2004 (File No. 333-112527) and 2,000,000 shares of common stock previously registered under the Registrant’s registration statement on Form S-8 filed on November 8, 2006 (File No. 333-138524).

& #160; 0;

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering 2,000,000 shares of Southern Union Company common stock, par value $1.00 per share, authorized for issuance pursuant to the Southern Union Company Third Amended and Restated 2003 Stock and Incentive Plan (the “Plan”). These shares represent additional shares that have become authorized for issuance as a result of the adoption of amendments to the Plan approved by Southern Union’s board of directors and stockholders.

INCORPORATION BY REFERENCE

Pursuant to General Instruction E to Form S-8, the contents of registration statements on Form S-8 (File Nos. 333-138524 and 333-112527) previously filed by Southern Union Company with respect to shares of its common stock offered pursuant to the Plan are hereby incorporated by reference herein, and the opinions and consents listed below are filed herewith.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXHIBITS

Item 8. Exhibits.

Exhibit No. Description

4.1 Third Amended and Restated 2003 Stock and Incentive Plan (Filed as Appendix I to Southern Union Company's proxy statement on schedule 14A filed on April 16, 2009 and incorporated herein by reference)

5.1 Opinion of Locke Lord Bissell & Liddell, LLP

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of PricewaterhouseCoopers LLP

23.3 Consent of Locke Lord Bissell & Liddell, LLP (included in Exhibit 5 hereto)

24.1 Power of Attorney

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on November 5, 2009.

SOUTHERN UNION COMPANY

By: /s/ George L. Lindemann*

George L. Lindemann

Chairman of the Board and Chief Executive

Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on November 5, 2009.

Signature/Name Title

/s/ George L. Lindemann* Chairman of the Board and Chief Executive Officer

George L. Lindemann (Principal Executive Officer)

/s/ Richard N. Marshall* Senior Vice President and Chief Financial Officer

Richard N. Marshall (Principal Financial Officer)

/s/ George E. Aldrich* Senior Vice President and Controller

George E. Aldrich (Chief Accounting Officer)

/s/ Michal Barzuza* & #160; Director

Michal Barzuza

/s/ David Brodsky* &# 160; Director

David Brodsky

/s/ Frank W. Denius* Director

Frank W. Denius

/s/ Kurt A. Gitter, M.D.* & #160; Director

Kurt A. Gitter, M.D.

/s/ Eric D. Herschmann * &# 160; Director

Eric D. Herschmann

/s/ Herbert H. Jacobi* 0; Director

Herbert H. Jacobi

/s/ Thomas N. McCarter, III* 0; Director

Thomas N. McCarter, III

/s/ George Rountree, III* & #160; Director

George Rountree, III

/s/ Allan D. Scherer* ; Director

Allan D. Scherer
_____________________

* pursuant to power of attorney

By: /s/ Robert M. Kerrigan, III Vice President, Assistant General Counsel & Secretary

Robert M. Kerrigan, III & #160; Attorney-in-fact

EXHIBIT INDEX

Exhibit

Number Description

5.1 Opinion of Locke Lord Bissell & Liddell, LLP

23.1 Consent of PricewaterhouseCoopers LLP

23.2 Consent of PricewaterhouseCoopers LLP

23.3 Consent of Locke Lord Bissell & Liddell, LLP (included in Exhibit 5 hereto)

24.1 Power of Attorney

EX-5 2 exhibit5.htm EXHIBIT 5 exhibit5.htm

EXHIBIT 5

Opinion of Locke Lord Bissell & Liddell, LLP

LOCKE LORD BISSELL & LIDDELL, LLP

401 9th Street NW

Suite 400 South

Washington, D.C. 20004

(202) 220-6900

November 5, 2009

Southern Union Company

5444 Westheimer Road

Houston, Texas 77056

Re: Registration of Securities of Southern Union Company

Ladies and Gentlemen:

We have acted as counsel for Southern Union Company, a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) pertaining to 2,000,000 shares (the “Shares”) of the Company’s Common Stock, par value $1.00 per share, being registered for issuance by the Company pursuant to the Southern Union Company Third Amended and Restated 2003 Stock and Incentive Plan (the “Plan”).

In preparing this opinion, we have reviewed (i) the Registration Statement, (ii) the Company’s Amended and Restated Certificate of Incorporation and its Amended and Restated Bylaws, (iii) the Plan, and (iv) the resolutions of the Board of Directors of the Company relating to the Registration Statement, the Plan and the transactions contemplated thereby.

We have also examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other and further investigations as we have deemed relevant and necessary in connection with the opinions expressed herein. As to questions of fact material to this opinion, we have relied upon certificates of public officials and of officers and representatives of the Company. In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

In rendering this opinion, we have assumed that: (1) the Registration Statement will be automatically effective when filed with the Securities and Exchange Commission (the “Commission”) in accordance with Rules 456 and 462 promulgated under the Securities Act of 1933, as amended (the “Securities Act”); (ii) the Registration Statement will be effective at the time any Shares are offered or issued under the Plan; (iii) the Shares will be issued and sold in compliance with applicable federal and state securities laws, consistent with the terms of the Plan and in the manner stated in the Registration Statement; and (iv) the issuance of the Shares has been approved by the Massachusetts Department of Public Utilities and that such approval is final and nonappealable.

Based upon the foregoing, and subject to the additional qualifications and limitations set forth below, we are of the opinion that:

The Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with such authorization, the provisions of the Plan and relevant agreements duly authorized by and in accordance with the terms of the Plan, and upon payment for and delivery of the Shares as contemplated in accordance with the Plan, and either (a) the countersigning of the certificate or certificates representing the Shares by a duly authorized signatory of the registrar for the Company’s common stock, or (b) the book-entry of the Shares by the transfer agent for the Company’s common stock in the name of The Depository Trust Company or its nominee, the Shares will be validly issued, fully paid and non-assessable.

The opinion set forth above is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect; (ii) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefore may be brought, and (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy.

The opinion rendered herein is limited to the General Corporation Law of the State of Delaware and the federal laws of the United States. We note that we are not qualified to practice law in the State of Delaware and our opinions herein regarding Delaware law are limited solely to our review of provisions of the General Corporation Law of the State of Delaware which we consider normally applicable to companies formed in the State of Delaware involved in transactions of the type contemplated by the Registration Statement, without our having made any special investigation as to the applicability of another statute, law, rule or regulation.

This opinion is as of the date hereof. We assume no obligation to advise you of any changes to the foregoing subsequent to the delivery of this opinion letter. Our opinion is expressly limited to matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to all references to our firm in the Registration Statement, provided, that in giving such consent we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder. Except as provided for hereinabove, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person or entity for any purpose.

; Sincerely yours,

/s/ Locke Lord Bissell & Liddell, LLP

Locke Lord Bissell & Liddell, LLP

EX-23.1 3 exhibit23_1.htm EXHIBIT 23.1 exhibit23_1.htm

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2009, relating to the consolidated financial statements of Southern Union Company and the effectiveness of internal control over financial reporting, which appears in Southern Union Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

November 5, 2009

EX-23.2 4 exhibit23_2.htm EXHIBIT 23.2 exhibit23_2.htm

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2009, relating to the consolidated financial statements of Citrus Corp., which appears in Southern Union Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

November 5, 2009

EX-24 5 exhibit24.htm EXHIBIT 24 exhibit24.htm

EXHIBIT 24

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Monica M. Gaudiosi and Robert M. Kerrigan, III, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 and any and all amendments (including any pre- and post-effective amendments) and supplements thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, for the purpose of registering the securities offered pursuant to the Southern Union Company Third Amended and Restated 2003 Stock and Incentive Plan, and hereby grants to such attorneys-in-fact and agents, 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 he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: September 30, 2009

/s/ George L. Lindemann

George L. Lindemann

/s/ Richard N. Marshall

Richard N. Marshall

/s/ George E. Aldrich

George E. Aldrich

/s/ Michal Barzuza

Michal Barzuza

/s/ David Brodsky

David Brodsky

/s/ Frank W. Denius

Frank W. Denius

/s/ Kurt A. Gitter, M.D.

Kurt A. Gitter, M.D.

/s/ Eric D. Herschmann

Eric D. Herschmann

/s/ Herbert H. Jacobi

Herbert H. Jacobi

/s/ Thomas N. McCarter, III

Thomas N. McCarter, III

/s/ George Rountree, III

George Rountree, III

/s/ Allan D. Scherer

Allan D. Scherer

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