10-K/A 1 southernunionco10ka2.htm 10-K/A AMENDMENT 2 10-K/A Amendment 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-K/A
(Amendment No. 2)

X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2004
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 con-tained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information state-ments 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 Common Stock held by non-affiliates of the Registrant as of June 30, 2004 was $1,149,417,692 (based on the closing sales price of Common Stock on the New York Stock Exchange on June 30, 2004). For purposes of this calculation, shares held by non-affiliates exclude only those shares beneficially owned by executive officers, directors and stockholders of more than ten percent of the Common Stock of the Company.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Annual Report to Stockholders for the year ended December 31, 2004, are incorporated by reference in Parts II and IV.

Portions of the registrant’s proxy statement for its annual meeting of stockholders that is scheduled to be held on May 9, 2005, are incorporated by reference into Part III.
 
 
EXHIBIT INDEX


Exhibit
   No.         Description                                                                             
 
23
Consent of Independent Registered Public Accounting Firm, Parente Randolph PC, with respect to Southern Union Savings 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, 2004.*

 
 
 

 

 

 








 




 
*The financial statements and supplemental schedules of the Southern Union Savings 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, 2005
By /S/ DAVID J. KVAPIL  
 
David J. Kvapil
 
Executive Vice President and
 
Chief Financial Officer (Principal
 
Accounting Officer)