-----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, K1hlMyl5uteFa5KaOn/1P026tN5qX37DpkYdSTkrj7mVh+Z8/IZLmMDSBbT2nnwp yUlYNDXqdTvmPNBcyeJKxg== 0000203248-03-000085.txt : 20030627 0000203248-03-000085.hdr.sgml : 20030627 20030627164151 ACCESSION NUMBER: 0000203248-03-000085 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030627 FILED AS OF DATE: 20030627 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06407 FILM NUMBER: 03761742 BUSINESS ADDRESS: STREET 1: ONE PEI CENTER CITY: WILKES-BARRE STATE: PA ZIP: 18711 BUSINESS PHONE: (570) 820-2400 10-K/A 1 formse.txt FORM 10-K/A (FORM SE - BENEFIT PLANS) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K/A X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE - --- ACT OF 1934 For the Fiscal Year Ended June 30, 2002 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 Commission File No. 1-6407 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.) One PEI Center, Second Floor 18711 Wilkes-Barre, Pennsylvania (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (570) 820-2400 Securities Registered Pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- Common Stock, par value $1 per share New York Stock Exchange Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ___ The aggregate market value of the voting stock held by non-affiliates of the registrant on September 20, 2002 was $353,459,367. The number of shares of the registrant's Common Stock outstanding on September 20, 2002 was 55,328,534. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Annual Report to Stockholders for the year ended June 30, 2002, are incorporated by reference in Parts II and IV. Portions of the registrant's proxy statement for its annual meeting of stockholders to be held on November 5, 2002, are incorporated by reference into Part III. EXHIBIT INDEX Exhibit No. Description ________ _________________________________________________________________ 23.1 Consent of Independent Public Accountants, Parente Randolph PC, with respect to Southern Union Savings Plan. 23.2 Consent of Independent Public Accountants, Parente Randolph PC, with respect to Southern Union Company ProvEnergy Voluntary Investment Plan. 28.1 Financial Statements and Supplemental Schedules required by Form 11-K for the Southern Union Savings Plan for the fiscal year ended December 31, 2002, and Financial Statements and Supplemental Schedules required by Form 11-K for the Southern Union Company ProvEnergy Voluntary Investment Plan for the fiscal year ended December 31, 2002*. 99.1 Certificate of the Plan Administrator pursuant to 18 U.S.C.ss.1350 (Section 906 of the Sarbanes-Oxley Act of 2002), with respect to Southern Union Savings Plan. 99.2 Certificate of the Plan Administrator pursuant to 18 U.S.C.ss.1350 (Section 906 of the Sarbanes-Oxley Act of 2002), with respect to Southern Union Company ProvEnergy Voluntary Investment Plan. _______________________________ *The financial statements and supplemental schedules of the Southern Union Company Savings Plan and Southern Union Company ProvEnergy Voluntary Investment Plan have been filed in paper. SIGNATURE 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, hereunto duly authorized. Dated: June 27, 2003 SOUTHERN UNION COMPANY By: DAVID J. KVAPIL ---------------------------- David J. Kvapil Executive Vice President and Chief Financial Officer (Principal Accounting Officer) Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-37261) pertaining to the Southern Union Savings Plan of our report dated June 24, 2003, with respect to the financial statements and supplemental schedule of the Southern Union Savings Plan as of and for the year ended December 31, 2002, which report appears in this Form 10-K/A of Southern Union Company. PARENTE RANDOLPH, PC Parente Randolph, PC Wilkes-Barre, Pennsylvania June 27, 2003 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-47144) pertaining to the Southern Union Company ProvEnergy Voluntary Investment Plan of our report dated June 11, 2003, with respect to the financial statements and supplemental schedule of the Southern Union Company ProvEnergy Voluntary Investment Plan as of and for the year ended December 31, 2002, which report appears in this Form 10-K/A of Southern Union Company. PARENTE RANDOLPH, PC Parente Randolph, PC Wilkes-Barre, Pennsylvania June 27, 2003 Exhibit 28.1 -- Page 1 2002 Annual Report Form 10-K FORM SE FORM FOR SUBMISSION OF PAPER FORMAT EXHIBITS BY ELECTRONIC FILERS Southern Union Company 0000203248 - ------------------------------------------------ ----------------------- Exact name of registrant as specified in charter Registrant CIK Number Form 11-K for the fiscal year ended December 31, 2002 1-6407 - ----------------------------------------------------- ---------------- Electronic report, schedule or registration statement SEC file number, of which the documents are a part (give period if available of report) Not Applicable ("N/A") ------------------------------------------------------------------ Name of Person Filing the Document (If Other than the Registrant) SIGNATURES Filings Made By the Registrant: The Registrant has duly caused this form to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Wilkes-Barre, State of Pennsylvania, June 27, 2003. Southern Union Company ---------------------- (Registrant) By: DAVID J. KVAPIL --------------- David J. Kvapil Executive Vice President and Chief Financial Officer (Principal Accounting Officer) ------------------------------ (Name and Title) Filings Made by Person Other Than the Registrant: After reasonable inquiry and to the best of my knowledge and belief, I certify on N/A , 2003 that the information set forth in this statement is true and complete. By: N/A -------------------------------- (Name) N/A -------------------------------- (Title) Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Financial Statements and Supplemental Schedules required by Form 11-K for the Southern Union Savings Plan (the "Plan"), which are incorporated by reference in this Form 10-K/A of Southern Union Company as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David J. Kvapil, Administrator of the Plan and Executive Vice President and Chief Financial Officer of Southern Union Company, the Plan sponsor, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan. DAVID J. KVAPIL - ---------------------------------------------------------- David J. Kvapil Plan Administrator, and Executive Vice President and Chief Financial Officer of Southern Union Company (plan sponsor) June 27, 2003 Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Financial Statements and Supplemental Schedules required by Form 11-K for the Southern Union Company ProvEnergy Voluntary Investment Plan (the "Plan"), which are incorporated by reference in this Form 10-K/A of Southern Union Company as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David J. Kvapil, Administrator of the Plan and Executive Vice President and Chief Financial Officer of Southern Union Company, the Plan sponsor, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan. DAVID J. KVAPIL - ---------------------------------------------------------- David J. Kvapil Plan Administrator, and Executive Vice President and Chief Financial Officer of Southern Union Company (plan sponsor) June 27, 2003 -----END PRIVACY-ENHANCED MESSAGE-----