-----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, PMI4SFlHpMl/in3aP2a8vD3ZYE+01Vet70bEuTDZO1hT2MI0ao7IZ73VB53o+OAN CQzlEUopKsQJmyRrD+fWGg== 0000203248-07-000083.txt : 20071219 0000203248-07-000083.hdr.sgml : 20071219 20071219172910 ACCESSION NUMBER: 0000203248-07-000083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071217 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20071219 DATE AS OF CHANGE: 20071219 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: 071317178 BUSINESS ADDRESS: STREET 1: 5444 WESTHEIMER RD CITY: HOUSTON STATE: TX ZIP: 77056-5306 BUSINESS PHONE: (713) 989-2000 MAIL ADDRESS: STREET 1: 5444 WESTHEIMER RD CITY: HOUSTON STATE: TX ZIP: 77056-5306 8-K 1 suform8k_121707.htm SOUTHERN UNION FORM 8-K 121707 suform8k_121707.htm
 


UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) December 17, 2007

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.)


5444 Westheimer Road
Houston, Texas
(Address of principal executive offices)
77056-5306
(Zip Code)


Registrant's telephone number, including area code: (713) 989-2000



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 (see General Instruction A.2. below):

࿠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−2(b))
 
࿠Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))
 





 
ITEM 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
 
On December 17, 2007, the Compensation Committee of the Board of Directors of Southern Union Company (the “Company”) approved equity awards to certain officers and non-officers of the Company pursuant to the Company’s Second Amended and Restated 2003 Stock and Incentive Plan (the “Plan”), including the following equity awards issued to Named Executive Officers (based on the Company’s 2007 proxy statement) and the Company’s chief executive officer and principal financial officer:

 
 
 
 
 
Name
Stock Options
(# of Shares)
Restricted Shares
 (# of Shares)
 
George L. Lindemann
 
441,469
 
58,022
 
Eric D. Herschmann
 
                    275,629
 
                 58,022


 
 
 
 
 
Name
Stock Appreciation
Rights (# of Shares)
Cash Restricted Units
(# of Shares)
 
Robert O. Bond
 
60,445
 
12,724
 
Monica M. Gaudiosi
 
                     38,685
 
                  8,144
 
Richard N. Marshall
 
38,685
 
  8,144

Each stock option was awarded at an exercise price of $28.48 per share, which was equal to the closing price of the Company’s common stock on December 17, 2007 (the “Grant Date”). The options awarded to Mr. Lindemann will vest in full on the fifth anniversary of the Grant Date.  The options awarded to Mr. Herschmann will vest in equal annual installments on the first, second and third anniversaries of the Grant Date.  The awards of both Messrs. Lindemann and Herschmann will terminate on the tenth anniversary of the Grant Date, unless earlier terminated in accordance with the Plan.

The restricted shares awarded to Messrs. Lindemann and Herschmann permit each of them to receive, on predetermined dates upon expiration of applicable restrictions, shares in an amount equal to a specified number of shares of the Company’s common stock valued at the closing price of the Company’s common stock on such dates. Restrictions on the award to Mr. Lindemann will expire on the fifth anniversary of the Grant Date, unless earlier terminated in accordance with the Plan.  The restrictions on the award to Mr. Herschmann will expire in equal annual installments on the first, second and third anniversaries of the Grant Date, unless earlier terminated in accordance with the Plan.

Each stock appreciation right (“SAR”) awarded will be settled only in shares of the Company’s common stock at an exercise price of $28.48 per share, which was equal to the closing price of the Company’s common stock on December 17, 2007 (the “Grant Date”). The SARs awards vest in equal annual installments on the first, second and third anniversaries of the Grant Date, and terminate on the tenth anniversary of the Grant Date, unless earlier terminated in accordance with the Plan. Until Company common stock is issued in settlement of the SARs, the grantee will not be deemed for any purpose to be, or have rights as, a Company shareholder including receipt of dividend equivalents with respect to the SARs.
 
The cash restricted units awarded permit the holder to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company’s common stock valued at the closing price of the Company’s common stock on such dates. Restrictions on each award will expire in equal annual installments on the first, second and third anniversaries of the Grant Date, unless earlier terminated in accordance with the Plan.

Grants of stock options, restricted shares, SARs and cash restricted units were made pursuant to the Form of Long Term Incentive Award Agreement, which was filed as Exhibit 99.1 to Southern Union’s Current Report on Form 8-K filed on January 3, 2007 and incorporated herein by reference.

 
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: December 19, 2007
 
By:
 
/s/ Robert M. Kerrigan, III
 
Robert M. Kerrigan, III
 
Vice President - Assistant General Counsel and Secretary




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