-----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, MnimN43Grwnkfjh1vfeFCaGwZhuZTz30MmuJEnFT0cJ5DEurEFCSBp/WuobSUa0y NEkFbv3Y7XLIDLhi/j4fXA== 0000203248-05-000027.txt : 20050127 0000203248-05-000027.hdr.sgml : 20050127 20050127170236 ACCESSION NUMBER: 0000203248-05-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050125 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050127 DATE AS OF CHANGE: 20050127 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: 05554590 BUSINESS ADDRESS: STREET 1: ONE PEI CENTER CITY: WILKES-BARRE STATE: PA ZIP: 18711 BUSINESS PHONE: (570) 820-2400 MAIL ADDRESS: STREET 1: ONE PEI CENTER CITY: WILKES-BARRE STATE: PA ZIP: 18711 8-K 1 southernunion8-k.htm SOUTHER UNION FORM 8-K Souther Union Form 8-k



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): January 25, 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.)



One PEI Center
18711
Wilkes-Barre, Pennsylvania
(Address of principal executive offices)
(Zip Code)


Registrant's telephone number, including area code: (570) 820-2400

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







ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

             On January 25, 2005, Southern Union Company (“Southern Union” or the “Company”) announced that it expects net earnings available for common shareholders for the year ended December 31, 2004 to be between $.90 and $1.00 per share due to certain charges occurring in the quarter ended December 31, 2004. Earnings guidance previously provided by the Company for the year ended December 31, 2004 was $1.00 to $1.10 per share. Exclusive of the charges discussed below, Southern Union’s net earnings available for common shareholders are expected to be between $1.10 and $1.20 per share.

            The Company has incurred certain charges associated with the integration of its investment in CCE Holdings, LLC, and non-recurring charges associated with an environmental site remediation and a cost-based investment in a technology enterprise.

Effective December 31, 2004, Southern Union changed from a June 30 fiscal year end to a December 31 calendar year end. As such, the Company expects to announce earnings for the period ended December 31, 2004 on Wednesday, March 16, 2005. Southern Union reconfirms its calendar 2005 earnings guidance of $1.45 to $1.55 per share.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

Exhibit Number              Exhibit

 
99.a
 
 
Press Release issued by Southern Union dated January 25, 2005.
 

This release and other reports and statements issued or made from time to time contain certain "forward-looking statements" concerning projected future financial performance, expected plans or future operations. Southern Union cautions that actual results and developments may differ materially from such projections or expectations.

Investors should be aware of important factors that could cause actual results to differ materially from the forward-looking projections or expectations. These factors include, but are not limited to: cost of gas; gas sales volumes; gas throughput volumes and available sources of natural gas; discounting of transportation rates due to competition; customer growth; abnormal weather conditions in Southern Union’s service territories; impact of relations with labor unions of bargaining-unit employees; the receipt of timely and adequate rate relief and the impact of future rate cases or regulatory rulings; the outcome of pending and future litigation; the speed and degree to which competition is introduced to Southern Union’s gas distribution business; new legislation and government regulations and proceedings affecting or involving Southern Union; unanticipated environmental liabilities; ability to comply with or to challenge successfully existing or new environmental regulations; changes in business strategy and the success of new business ventures, including the risks that the business acquired and any other businesses or investments that Southern Union has acquired or may acquire may not be successfully integrated with the business of Southern Union; exposure to customer concentration with a significant portion of revenues realized from a relatively small number of customers and any credit risks associated with the financial position of those customers; factors affecting operations such as maintenance or repairs, environmental incidents or gas pipeline system constraints; Southern Union’s, or any of its subsidiaries, debt securities ratings; the economic climate and growth in the energy industry and service territories and competitive conditions of energy markets in general; inflationary trends; changes in gas or other energy market commodity prices and interest rates; the current market conditions causing more customer contracts to be of shorter duration, which may increase revenue volatility; the possibility of war or terrorist attacks; the nature and impact of any extraordinary transactions such as any acquisition or divestiture of a business unit or any assets. 

 

 
     

 
 
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: January 27, 2005
By:
/s/ DAVID J. KVAPIL
   
David J. Kvapil
   
Executive Vice President and Chief Financial Officer
 

 
     

 
 

 
EXHIBIT INDEX

Exhibit Number
  
Description
  

 
99.a
 
 
Press Release issued by Southern Union dated January 25, 2005.
 



 
 EX-99.A 2 exhibit_99a.htm SOUTHER UNION PRESS RELEASE Souther Union Press Release

Exhibit 99.a


05-01                                      &nb sp; 
For further information:
John F. Walsh
Director of Investor Relations
Southern Union Company
570-829-8662

SOUTHERN UNION REVISES CALENDAR 2004 GUIDANCE

WILKES-BARRE, Pa. - (BUSINESS WIRE) - January 25, 2005 - Southern Union Company (“Southern Union” or the “Company”) (NYSE: SUG) announced today that it expects net earnings available for common shareholders for the year ended December 31, 2004 to be between $.90 and $1.00 per share due to certain charges occurring in the quarter ended December 31, 2004. Earnings guidance previously provided by the Company for the year ended December 31, 2004 was $1.00 to $1.10 per share. Exclusive of the charges discussed below, Southern Union’s net earnings available for common shareholders are expected to be between $1.10 and $1.20 per share.
The Company has incurred certain charges associated with the integration of its investment in CCE Holdings, LLC, and non-recurring charges associated with an environmental site remediation and a cost-based investment in a technology enterprise.
Effective December 31, 2004, Southern Union changed from a June 30 fiscal year end to a December 31 calendar year end. As such, the Company expects to announce earnings for the period ended December 31, 2004 on Wednesday, March 16, 2005.
Southern Union reconfirms its calendar 2005 earnings guidance of $1.45 to $1.55 per share.
About Southern Union Company
Southern Union Company, headquartered in Wilkes-Barre, Pa., is engaged primarily in the transportation and distribution of natural gas.
Through its Panhandle Energy subsidiary, the Company owns and operates 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, a joint venture partnership with GE Commercial Finance Energy Financial Services, Southern Union also owns an interest in and operates the CrossCountry Energy pipelines, which include Transwestern Pipeline Company and 50% of Florida Gas Transmission. Collectively, Southern Union’s pipeline assets operate more than 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 Panhand le 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 release and other Southern Union reports and statements issued or made from time to time contain certain “forward-looking statements” concerning projected future financial performance, expected plans or future operations. Southern Union cautions that actual results and developments may differ materially from such projections or expectations.
Investors should be aware of important factors that could cause actual results to differ materially from the forward-looking projections or expectations. These factors include, but are not limited to: cost of gas; gas sales volumes; gas throughput volumes and available sources of natural gas; discounting of transportation rates due to competition; customer growth; abnormal weather conditions in Southern Union’s service areas; impact of relations with labor unions of bargaining-unit employees; the receipt of timely and adequate rate relief and the impact of future rate cases or regulatory rulings; the outcome of pending and future litigation; the speed and degree to which competition is introduced to Southern Union’s natural gas distribution businesses; new le gislation and government regulations and proceedings involving or impacting Southern Union; unanticipated environmental liabilities; ability to comply with or to challenge successfully existing or new environmental regulations; changes in business strategy and the success of new business ventures, including the risks that the business acquired and any other business or investment that Southern Union has acquired or may acquire may not be successfully integrated with the business of Southern Union; exposure to customer concentration with a significant portion of revenues realized from a relatively small number of customers and any credit risks associated with the financial position of those customers; factors affecting operations - such as maintenance or repairs, environmental incidents or gas pipeline system constraints; Southern Union’s or any of its subsidiaries debt security ratings; the economic climate and growth in the energy industry and service territories and competitive conditions of energy ma rkets in general; inflationary trends; changes in gas or other energy market commodity prices and interest rates; current market conditions causing more customer contracts to be of shorter duration, which may increase revenue volatility; the possibility of war or terrorist attacks; the nature and impact of any extraordinary transactions, such as any acquisition or divestiture of a business unit or any asset.
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