10-K/A 1 edgarversion10ka.txt SOUTHERN UNION CO. ================================================================================ 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, 2003 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. ----- Indicate by check mark whether the registrant is an Accelerated Filer (as defined in Exchange Act Rule 12D-2). Yes X No ----- ----- The aggregate market value of the voting stock held by non-affiliates of the registrant on September 15, 2003 was $911,650,000. The number of shares of the registrant's Common Stock outstanding on September 15, 2003 was 72,890,475. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Annual Report to Stockholders for the year ended June 30, 2003, 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 4, 2003, are incorporated by reference into Part III. ================================================================================ EXHIBIT INDEX Exhibit No. Description ------- ------------------------------------------------------------------- 23.1 Consent of Independent Registered Public Accounting Firm, Parente Randolph PC, with respect to Southern Union Savings Plan. 23.2 Consent of Independent Registered Public Accounting Firm, Parente Randolph PC, with respect to Southern Union Company ProvEnergy Voluntary Investment Plan. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) promulgated under the Securities Exchange Act of 1934 and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. 32.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) promulgated under the Securities Exchange Act of 1934 and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. 99.1 Financial Statements and Supplemental Schedules required by Form 11-K for the Southern Union Savings Plan for the fiscal year ended December 31, 2003, and Financial Statements and Supplemental Schedules required by Form 11-K for the Southern Union Company ProvEnergy Voluntary Investment Plan for the three-month period ended March 31, 2003*. -------------------------------------------------------------------------------- *The financial statements and supplemental schedules of the Southern Union 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 thereunto duly authorized. SOUTHERN UNION COMPANY --------------------------------- (Registrant) Date June 28, 2004 By DAVID J. KVAPIL -------------------- --------------------------------- David J. Kvapil Executive Vice President and Chief Financial Officer (Principal Accounting Officer) Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 25, 2004, with respect to the financial statements and supplemental schedule of the Southern Union Savings Plan as of and for the year ended December 31, 2003, which report appears in this Form 10-K/A of Southern Union Company. Parente Randolph, PC Wilkes-Barre, Pennsylvania June 25, 2004 Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 January 13, 2004, with respect to the financial statements of the Southern Union Company ProvEnergy Voluntary Investment Plan as of and for the three-month period ended March 31, 2003, which report appears in this Form 10-K/A of Southern Union Company. Parente Randolph, PC Wilkes-Barre, Pennsylvania June 28, 2004 Exhibit 31.1 CERTIFICATIONS I, George L. Lindemann, certify that: (1) I have reviewed this amended annual report on Form 10-K/A of Southern Union Company; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; (4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and (5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 28, 2004 GEORGE L. LINDEMANN -------------------------------- George L. Lindemann Chairman of the Board and Chief Executive Officer Exhibit 31.2 CERTIFICATIONS I, David J. Kvapil, certify that: (1) I have reviewed this amended annual report on Form 10-K/A of Southern Union Company; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; (4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and (5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 28, 2004 DAVID J. KVAPIL ----------------------------------- David J. Kvapil Executive Vice President and Chief Financial Officer (principal financial officer) Exhibit 32.1 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 Form 10-K/A of Southern Union Company (the "Company") for the year ended June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, George L. Lindemann, Chairman of the Board and Chief Executive Officer of the Company, 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 financial condition and results of operations of the Company. GEORGE L. LINDEMANN --------------------------------- George L. Lindemann Chairman of the Board and Chief Executive Officer June 28, 2004 This certification is furnished pursuant to Item 601 of Regulation S-K and shall not be deemed filed by the Company for purposes of ss.18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liability of that section. Such certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates it by reference. Exhibit 32.2 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 Form 10-K/A of Southern Union Company (the "Company") for the year ended June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David J. Kvapil, Executive Vice President and Chief Financial Officer of the Company, 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 financial condition and results of operations of the Company. DAVID J. KVAPIL ------------------------------- David J. Kvapil Executive Vice President and Chief Financial Officer June 28, 2004 This certification is furnished pursuant to Item 601 of Regulation S-K and shall not be deemed filed by the Company for purposes of ss.18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liability of that section. Such certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates it by reference. Exhibit 99.1 -- Page 1 2003 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, 2003 1-6407 ----------------------------------------------------- --------------------- Electronic report, schedule or registration statement SEC file number, of which the documents are a part (give period of report) if available 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 28, 2004. Southern Union Company ---------------------- (Registrant) By: DAVID J. KVAPIL ------------------------------ David J. Kvapil Executive Vice President and Chief Financial Officer (Principal Accounting Officer) ------------------------------ (Name and Title)