425

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): August 16, 2011

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	77056-5306
(Address of principal executive offices)	(Zip Code)

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

N/A

(Former name or former address, if changed since last report)

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:

  X Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  X 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 8.01 Other Events.

On August 16, 2011, a special committee of the Board of Directors (the “Board”) of Southern Union Company (the “Company”) received an unsolicited letter (the “Williams Letter”) reasserting a proposal by The Williams Companies, Inc. to acquire all of the issued and outstanding shares of common stock of the Company for $44.00 per share in cash.  The foregoing description is qualified in its entirety by reference to the Williams Letter, a copy of which is filed herewith as Exhibit 99.1.

At this time, in accordance with the terms of the Second Amended and Restated Agreement and Plan of Merger, dated as of July 19, 2011, by and among the Company, Energy Transfer Equity, L.P. and Sigma Acquisition Corporation (the “Amended Merger Agreement”), the Board reaffirms its recommendation of the Amended Merger Agreement.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Letter from The Williams Companies, Inc. dated August 16, 2011 to the Special Committee of the Board of Directors of Southern Union Company.

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 hereunto duly authorized.

SOUTHERN UNION COMPANY

August 17, 2011 By: /s/ Robert M. Kerrigan, III

   Robert M. Kerrigan, III

   Vice President, Assistant General Counsel & Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter from The Williams Companies, Inc. dated August 16, 2011 to the Special Committee of the Board of Directors of Southern Union Company.

EX-99.1

Exhibit 99.1

August 16, 2011

The Special Committee of the Board of Directors of Southern Union

Williams is today affirming its strong interest in acquiring 100% of the issued and outstanding common stock of Southern Union at a purchase price of $44.00 per share, payable in cash.

We are confident that both you and Southern Union shareholders will conclude that our $44.00- per-share, all-cash proposal is superior to your proposed transaction with Energy Transfer.

·   The Williams all-cash proposal represents certain value of $44.00-per-share to Southern Union shareholders, which represents a premium of 4% over the implied value of the Energy Transfer agreement of $42.32, assuming Southern Union shareholders elect the maximum cash percentage under that agreement.

·   Williams remains committed to take all necessary actions to obtain federal antitrust clearance and will provide the same degree of regulatory certainty as contained in the second amended Energy Transfer agreement.

The recent equity market volatility further highlights the benefits to the Southern Union shareholders of our all-cash proposal.  As you know, Energy Transfer shares last week traded as low as $33.21, implying a transaction value for Southern Union of $39.83.  We expect that your shareholders will greatly appreciate the certainty provided by our offer, which represents a material premium to the implied value of the Energy Transfer deal based on any recent average trading price of Energy Transfer units, including one-week, one-month, three-month, six-month and one-year averages.

We have attached a proposed merger agreement that is substantially similar to the revised merger agreement with Energy Transfer with revisions to reflect our all cash purchase price.  We are prepared to immediately execute the merger agreement, subject to our receipt and review of the disclosure schedules.  We are simultaneously providing the Special Committee's advisers a copy of our bank financing commitment papers and disclosure schedules to the merger agreement.

Williams is a disciplined buyer; the clarity and fairness of the process leading up to signing a definitive merger agreement and combining our companies is paramount.  We must be assured that the Special Committee, with the assistance of its independent advisers, assumes responsibility for negotiating the terms of all agreements with potential acquirers. As well, the Special Committee must ensure that Southern Union discloses all arrangements or amendments to arrangements in place between Southern Union and Energy Transfer or any of their respective affiliates, officers or directors. We also would expect assurance that the Special Committee would prohibit all such arrangements in the future. The draft merger agreement attached to this letter contains provisions to this effect.  

We are confident that you will act quickly to deliver superior value to Southern Union shareholders.

Very truly yours,

/s/ Alan Armstrong

Alan Armstrong

President and Chief Executive Officer of Williams