-----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, BEB5TrW0zK8Rm8Wm6C5mC6yLD4O7+LnFmywhWueTKn5kDmCFY8SngDYz/6ij2s6r vatxB5cuotvOas2e8+BYzA== 0000203248-00-000010.txt : 20000504 0000203248-00-000010.hdr.sgml : 20000504 ACCESSION NUMBER: 0000203248-00-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000503 EFFECTIVENESS DATE: 20000503 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: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36150 FILM NUMBER: 617424 BUSINESS ADDRESS: STREET 1: 504 LAVACA ST 8TH FL CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5124775852 S-8 1 ================================================================= As filed with the Securities and Exchange Commission on May 2, 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 of Incorporation or Organization) Identification No.) ------------ SOUTHERN UNION COMPANY PENNSYLVANIA DIVISION 1992 STOCK OPTION 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) ------------ CALCULATION OF REGISTRATION FEE ================================================================= 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 360,001 share shares $15.90625 $5,726,265.91 $1,511.73 - -------------------- (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. 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 1992 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. 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 1992 Stock Exhibit 4 Option Plan. 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. 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 ------------------ Ronald J. Endres Attorney-in-fact EX-4 2 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. 1992 Stock Option 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. 1992 STOCK OPTION PLAN SECTION 1. Purpose. The purpose of the Pennsylvania Enterprises, Inc. 1992 Stock Option Plan, as amended herein (the "Plan"), is to enable Pennsylvania Enterprises, Inc. (the "Company") and Related Companies (as defined below) to attract and retain employees to participate in the long-term success and growth of the Company by giving them an equity interest in the Company, and to emphasize the common goals of shareholders, employees and the Company. 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. Awards. 2.1 Awards under the Plan shall be in the form of Stock Options. 2.2 An eligible employee may be granted one or more Stock Options. 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 non-employee directors (as such term is defined in Rule 16b- 3 under the Securities Exchange Act of 1934 or any successor rule) who shall serve at the pleasure of the Board. 3.2 The Committee shall have the authority to grant Stock Options to eligible employees under the Plan; to substitute new Stock Options for previously granted Stock Options, or for awards granted under other plans, in each case including previously granted awards having higher exercise prices; 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 Stock Options granted under the Plan; and to other- wise supervise the administration of the Plan. 3.3 All determinations made by the Committee pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Plan participants. 3.4 The Committee may from time to time delegate to one or more officers of the company certain of its authorities granted hereunder except with respect to Stock Options granted to persons subject to Section 16 of the Securities Exchange Act of 1934, subject to such terms and limitations as the Com- mittee may specify. The Committee shall specify the maximum number of shares of the common stock (without nominal or par value, with a stated value of $5.00 per share) of the Com- pany (the "Stock") 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 reserved and available for distribution under the Plan shall be 430,000 (after the adjustment for the two-for-one split of the Stock effective for shareholders of record on March 20, 1997) (which shall be subject to further adjustment as provided below). Such shares of Stock may consist of authorized but unissued shares or treasury shares of Stock. At no time will the num- ber of shares of Stock issued under the Plan plus the number of shares covered by outstanding Stock Options under the Plan exceed the number of shares authorized under the plan. 4.2 To the extent a Stock Option terminates without having been exercised, the shares of Stock subject to such Stock Option shall again be available for distribution in connection with future Stock Options under the Plan. 4.3 In the event of any merger, reorganization, consolidation, sale of substantially all of the assets, recapitalization, Stock dividend, Stock split, spin-off, split-up, split-off, distribution of assets or other change in corporate structure 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 subject to outstanding Stock Options and the amounts to be paid by employees with respect to outstanding Stock options. SECTION 5. Eligibility. Officers and other employees of the Company or a Related Company are eligible to be granted Stock Options under the Plan. A director of the Company or a Related Company who is not also an employee of the Company or a Related Company will not be eligible to be granted Stock Options under the Plan. The participants under the Plan shall be selected from time to time by the Com- mittee, in its sole discretion, from among those eligible. SECTION 6. Terms of 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 of 1986, as amended, 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. 6.2 Subject to the following provisions, Stock Options awarded under the Plan shall be in such form and shall have such terms and conditions as the Committee may determine: (a) Option Price. The option price per share of Stock pur- chasable under a Stock 0ppion shall be the fair market value of the Stock on the date of the award of the Stock Option as determined by the Committee. (b) Option Term. The term of each Stock Option shall be fixed by the Committee, but in no event shall such term be greater than ten years. (c) Exercisability. Each Stock Option shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee, but in no event shall a Stock Option be exercisable sooner than one year from the date of grant. (d) Method of Exercise. Each Stock Option may be exercised in whole or in part by giving written notice of exer- cise to the Company specifying the number of shares of Stock to be purchased, accompanied by payment of the purchase price. Payment of the purchase price shall be made in such manner as the Committee may provide in the Stock Option, which may include cash, delivery of shares of Stock already owned by the optionee, any other manner permitted by law as determined by the Committee, or any combination of the foregoing. (e) No Stockholder Rights. An optionee shall have neither rights to dividends nor other rights of a stockholder with respect to shares of Stock subject to a Stock Option until the shares of stock are issued to the optionee. (f) Non-transferability. No Stock Option shall be trans- ferable by the optionee other than by will or by the laws of descent and distribution. During the optionee's lifetime, all Stock Options shall be exercisable only by the optionee. (g) Termination of Employment. If an optionee's employment with the Company or a Related Company terminates by reason of death, disability, retirement, voluntary or involuntary termination or otherwise, the Stock Option shall be exercisable to the extent determined by the Committee. The Committee may provide that, notwith- standing 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, pro- vided that in no event shall the option term be greater than ten years. 6.3 No Incentive Stock Option shall (i) have an option price which is less than the fair market value of the stock on the date of the award of the 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. SECTION 7. Tax Withholding. 7.1 Each employee shall, no later than the date as of which the value of a Stock Option first becomes includible in the employee's gross income for applicable tax purposes, pay to the Company, or make arrangements satisfactory to the Com- mittee regarding payment of, any federal, state, local or other taxes of any kind required by law to be withheld with respect to the Stock Option. The obligations of the Company under the Plan shall be conditional 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. 7.2 To the extent permitted by the Committee, and subject to such terms and conditions as the Committee may provide, an employee may irrevocably elect to have the withholding tax obligation, or any additional tax obligation with respect to any Stock Options hereunder, satisfied by (i) having the Company withhold shares of Stock otherwise deliverable to the employee with respect to the Stock Options or (ii) delivering to the Company shares of unrestricted Stock, which shall be valued at fair market value on the date of delivery as determined by the Committee. SECTION 8. Amendments and Termination. The Plan shall remain in effect until all Stock Options awarded under the Plan have been exercised or have expired, provided that no Stock Option shall be granted more than ten years after the effective date of the Plan and the Board may terminate the Plan at any time. The Board may amend the Plan from time to time. The Committee may amend the terms of any Stock Option awarded under the Plan prospectively or retroactively. Neither the amendment of the Plan or a Stock option, nor the termination of the Plan, shall adversely affect any Stock Option previously granted with- out the employee's written consent. Amendments of the Plan may be made without shareholder approval except as required to satisfy Rule 16b-3 under the Securities Exchange Act of 1934 (or any suc- cessor rule) or other regulatory requirements. SECTION 9. Change of Control. 9.1 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, all outstanding Stock Options awarded under the Plan shall become fully exercisable and vested. 9.2 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, other than the Company and its subsidiaries as determined immediately prior to that date, in a transaction or series of transactions has become the beneficial owner, directly or indirectly (with beneficial ownership determined as provided in Rule 13d-3, or any successor rule, under such Act) of 20% or more of the outstanding securities of the Com- pany 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 shareholders of the Company of an agreement providing for (A) the merger or con- solidation of the Company with another corporation where the shareholders of the Company, immediately prior to the merger or consolidation, would not bene- ficially own, immediately after the merger or consoli- dation, shares entitling such shareholders 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 shareholders of the corpora- tion issuing cash or securities in the merger or con- solidation would be entitled in the election of directors or where the members of the Board, immedi- ately prior to the merger or consolidation, would not, immediately after the merger or consolidation, consti- tute a majority of the Board of Directors of the cor- poration issuing cash or securities in the merger or consolidation or (B) the sale or other disposition of all or substantially all the assets of the Company. SECTION 10. General Provisions. 10.1 Each Stock Option 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 con- sent or approval of any government regulatory body or (iii) an agreement by the recipient of a Stock Option 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 Stock Option or the issuance, purchase or delivery of Stock thereunder, such Stock option shall not be granted or exer- cised, in whole or in part, unless such listing registra- tion, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee. 10.2 Nothing set forth in this Plan shall prevent the Board from adopting other or additional compensation arrangements. Neither the adoption of the Plan nor any Stock Option awarded hereunder shall confer upon any employee of the Company, or of a Related Company, any right to continued employment. 10.3 Determinations by the Committee under the Plan relating to the form, amount and terms and conditions of Stock Options need not be uniform, and may be made selectively among persons who receive or are eligible to receive Stock Options under the Plan, whether or not such persons are similarly situated. 10.4 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 11. Effective Date of Plan. The Plan became effective on May 7, 1992, upon approval by the affirmative vote of the majority of the votes cast by all stock- holders entitled to vote on approval of the Plan. IN WITNESS WHEREOF, this Plan has been duly executed by an authorized officer of the Company, on this 21st day of July, 1997. PENNSYLVANIA ENTERPRISES, INC. THOMAS F. KARAM --------------- Thomas F. Karam President and Chief Executive Officer EX-5 3 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 360,001 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 1992 Stock Option 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. EX-23.A 4 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 EX-23.B 5 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 EX-23.C 6 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 EX-24 7 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 -----END PRIVACY-ENHANCED MESSAGE-----