-----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, UInH99raOltdu9D7SZ9XsjC4eWHhdPLj0HyMlHvLMZTif7WD62G0jMvyrQiCp4PJ ETNDBHQNvwyTY2C8m0/WGg== 0000897423-99-000266.txt : 19991104 0000897423-99-000266.hdr.sgml : 19991104 ACCESSION NUMBER: 0000897423-99-000266 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991103 GROUP MEMBERS: 820 MANAGEMENT TRUST GROUP MEMBERS: BASS ENTERPRISES PRODUCTION CO. GROUP MEMBERS: BASS FOUNDATION GROUP MEMBERS: BASS SID R MANAGEMENT TRUST GROUP MEMBERS: LEE AND RAMONA BASS FOUNDATION GROUP MEMBERS: SID R. BASS MANAGEMENT TRUST SUBJECT COMPANY: 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: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-14193 FILM NUMBER: 99740536 BUSINESS ADDRESS: STREET 1: 504 LAVACA ST 8TH FL CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5124775852 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASS SID R MANAGEMENT TRUST CENTRAL INDEX KEY: 0000914792 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 465704012 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 2600 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 MAIL ADDRESS: STREET 1: 201 MAIN STREET STE 2600 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13G 1 SOUTHERN UNION COMPANY SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G** Under the Securities Exchange Act of 1934 (Amendment No. )* Southern Union Company (Name of Issuer) Common Stock, par value $1.00 Per Share (Title of Class of Securities) 844028100 (CUSIP Number) November 3, 1999 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares reported herein is 2,995,868 shares, which constitutes approximately 9.6% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 31,239,726 shares outstanding. CUSIP No. 844028100 1. Name of Reporting Person: Sid R. Bass Management Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 1,542,274 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 1,542,274 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,542,274 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 4.9% 12. Type of Reporting Person: 00 - Trust - --------------- (1) Power is exercised through one of its trustees and its sole trustor, Sid R. Bass. CUSIP No. 844028100 1. Name of Reporting Person: Bass Foundation 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 61,303 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 61,303 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 61,303 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 0.2% 12. Type of Reporting Person: CO - --------------- (1) Power is exercised through its President, Perry R. Bass. CUSIP No. 844028100 1. Name of Reporting Person: 820 Management Trust 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 1,192,039 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 1,192,039 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,192,039 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 3.8% 12. Type of Reporting Person: 00 - Trust - --------------- (1) Power is exercised through its sole Trustee, Lee M. Bass. CUSIP No. 844028100 1. Name of Reporting Person: Lee and Ramona Bass Foundation 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 67,586 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 67,586 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 67,586 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 0.2% 12. Type of Reporting Person: CO - --------------- (1) Power is exercised through its President, Lee M. Bass. CUSIP No. 844028100 1. Name of Reporting Person: Bass Enterprises Production Co. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 132,666 Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 132,666 Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 132,666 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 0.4% 12. Type of Reporting Person: CO Item 1(a). Name of Issuer. The name of the issuer is Southern Union Company (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices. The principal executive offices of the Issuer are located at 504 Lavaca Street, Eighth Floor, Austin, Texas 78701. Item 2(a). Names of Persons Filing. Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), this Schedule 13G Statement is hereby filed by Sid R. Bass Management Trust, a revocable trust existing under the laws of the state of Texas ("SRBMT"), Bass Foundation, a Texas non-profit corporation ("Foundation"), 820 Management Trust, a revocable trust existing under the laws of the state of Texas("820"), Lee and Ramona Bass Foundation, a Texas non-profit corporation("LRB Foundation") and Bass Enterprises Production Co., a Texas corporation ("BEPCO") (the "Reporting Persons"). Additionally, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Sid R. Bass ("SRB"), Perry R. Bass ("PRB"), and Lee M. Bass ("LMB"). The Reporting Persons and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." Item 2(b). Address of Principal Business Office, or if None, Residence. The principal business office for each of SRBMT, SRB, PRB, 820, LMB, and BEPCO is 201 Main Street, Suite 2700, Fort Worth, Texas 76102. The principal business office for each of Foundation and LRB Foundation is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Item 2(c). Citizenship. All of the natural persons listed in Item 2(a) are citizens of the United States of America. Item 2(d). Title of Class of Securities. This statement relates to shares of Common Stock, par value $1.00 per share (the "Stock"), issued by the Company. Item 2(e). CUSIP Number. The CUSIP number of the shares of Stock is 844028100. Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b). If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d- 2(b) or (c), check whether the person filing is a: (a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) / / Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) / / Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) / / An investment adviser in accordance with section 240.13d- 1(b)(1)(ii)(E); (f) / / An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F); (g) / / A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G); (h) / / A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) / / A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to section 240.13d-1(c), check this box /X/. Item 4. Ownership. (a) - (b) Reporting Persons SRBMT Pursuant to Rule 13d-3(a), SRBMT is the beneficial owner of 1,542,274 shares of the Stock, which constitutes approximately 4.9% of the outstanding shares of the Stock. Foundation Pursuant to Rule 13d-3(a), Foundation is the beneficial owner of 61,303 shares of the Stock, which constitutes approximately 0.2% of the outstanding shares of the Stock. 820 Pursuant to Rule 13d-3(a), 820 is the beneficial owner of 1,192,039 shares of the Stock, which constitutes approximately 3.8% of the outstanding shares of the Stock. LRB Foundation Pursuant to Rule 13d-3(a), LRB Foundation is the beneficial owner of 67,586 shares of the Stock, which constitutes approximately 0.2% of the outstanding shares of the Stock. BEPCO Pursuant to Rule 13d-3(a), BEPCO is the beneficial owner of 132,666 shares of the Stock, which constitutes approximately 0.4% of the outstanding shares of the Stock. Controlling Persons SRB Because of his positions as a trustee and the sole trustor of SRBMT and by virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,542,274 shares of the Stock, which constitutes approximately 4.9% of the outstanding shares of the Stock. PRB Because of his position as President of Foundation, PRB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 61,303 shares of the Stock, which constitutes approximately 0.2% of the outstanding shares of the Stock. LMB Because of his positions as sole Trustee of 820 and as President of LRB Foundation, LMB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,259,625 shares of the Stock, which constitutes approximately 4.0% of the outstanding shares of the Stock. To the best of the knowledge of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (c) Reporting Persons SRBMT Acting through its sole Trustor, SRBMT has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,542,274 shares of the Stock. Foundation Acting through its President, Foundation has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 61,303 shares of the Stock. 820 Acting through its sole Trustee, 820 has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,192,039 shares of the Stock. LRB Foundation Acting through its President, LRB Foundation has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 67,586 shares of the Stock. BEPCO BEPCO has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 132,666 shares of the Stock. Controlling Persons SRB In his capacity as sole Trustor of SRBMT, SRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,542,274 shares of the Stock. PRB In his capacity as President of Foundation, PRB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 61,303 shares of the Stock. LMB In his capacities as sole Trustee of 820 and as President of LRB Foundation, LMB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,259,625 shares of the Stock. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. No person other than the Item 2 Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Stock owned by them. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. This Schedule 13G Statement is being filed on behalf of the Reporting Person pursuant to Rule 13d-1(c). The identity of each of the Item 2 Persons is set forth in Item 2(a) hereof. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: November 3, 1999 By: /s/ W. R. Cotham W. R. Cotham, Attorney-in-Fact for: SID R. BASS MANAGEMENT TRUST (1) THE BASS FOUNDATION By: /s/ William P. Hallman, Jr. William P. Hallman, Jr., Secretary 820 MANAGEMENT TRUST By: /s/ W.R. Cotham_____ W.R. Cotham, Attorney-in-Fact for: LEE M. BASS, Trustee (2) LEE AND RAMONA BASS FOUNDATION By: /s/ William P. Hallman, Jr. William P. Hallman, Jr., Secretary BASS ENTERPRISES PRODUCTION CO. By: /s/ W. R. Cotham W. R. Cotham, Vice President (1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of the Sid R. Bass Management Trust previously has been filed with the Securities and Exchange Commission. (2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf of Lee M. Bass previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----