-----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, TWLBBPjEDk9snY3b3CYaRQYrQ+U01w1yKD5MHIjaOcSAMjchR3wr9M0/QSZ6Ju6B EzZgBllpCCcwTo1i0Cg1SQ== 0000950130-99-005323.txt : 19990920 0000950130-99-005323.hdr.sgml : 19990920 ACCESSION NUMBER: 0000950130-99-005323 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991019 FILED AS OF DATE: 19990917 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: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-06407 FILM NUMBER: 99713070 BUSINESS ADDRESS: STREET 1: 504 LAVACA ST 8TH FL CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5124775852 DEF 14A 1 SOUTHERN UNION PROXY STATEMENT =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 SOUTHERN UNION COMPANY - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [_] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------------------- [X] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------------- Notes: Reg. (S) 240.14a-101. SEC 1913 (3-99) Southern Union Company 504 Lavaca Street, Eighth Floor Austin, Texas 78701 September 17, 1999 Dear Stockholder: You are cordially invited to attend the Annual Meeting of Stockholders of Southern Union Company to be held at 2:00 p.m. (Eastern Time) on Tuesday, October 19, 1999 at The Plaza Hotel, Fifth Avenue at Central Park South, New York, New York. A notice of the meeting, a proxy and a proxy statement containing information about the matters to be acted upon are enclosed. In addition to the specific matters to be acted upon, there will be a report on the progress of the Company and an opportunity for questions of general interest to the stockholders. Whether or not you plan to attend the meeting on October 19, 1999, please mark, sign and date the enclosed proxy and return it in the envelope provided (which requires no postage if mailed in the United States) so that your shares will be represented. Your prompt cooperation will be appreciated. On behalf of the Board of Directors, Sincerely, /s/ George L. Lindemann George L. Lindemann Chairman of the Board and Chief Executive Officer Southern Union Company 504 Lavaca Street, Eighth Floor Austin, Texas 78701 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held October 19, 1999 To the Holders of Common Stock of SOUTHERN UNION COMPANY: The 1999 Annual Meeting of Stockholders of Southern Union Company, a Delaware corporation, will be held at The Plaza Hotel, Fifth Avenue at Central Park South, New York, New York on Tuesday, October 19, 1999 at 2:00 p.m. (Eastern Time) to consider and take action upon the following: (i) the re-election of three persons to serve as the Class III directors until the 2002 Annual Meeting of Stockholders or until their successors are duly elected and qualified; (ii) approval of (a) the Agreement of Merger between the Company and Pennsylvania Enterprises, Inc., a Pennsylvania corporation, dated as of June 7, 1999 whereby PEI will merge with and into the Company, with the Company being the surviving corporation and (b) the issuance of shares of Southern Union common stock pursuant to the merger agreement; (iii) approval of the following amendments to the Company's Restated Certificate of Incorporation: (a) to increase the number of authorized shares of Southern Union common stock from 50,000,000 to 200,000,000; (b) to grant the Board the authority to issue 6,000,000 shares of preferred stock in series the Board deems appropriate and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof; and (c) to repeal the rights, powers privileges and preferences of Southern Union's currently authorized cumulative preferred stock; (iv) approval of an amendment to the Company's Restated Certificate of Incorporation to increase the maximum number of directors from 12 to 15; and (v) approval of an additional 3,000,000 shares of common stock to be eligible for grant under the Southern Union 1992 Long-Term Stock Incentive Plan. Your Board of Directors recommends a vote "FOR" all five proposals. The Board of Directors is not aware of any other business to come before the Annual Meeting. Stockholders of record of Southern Union's common stock at the close of business on September 3, 1999 will be entitled to vote at the Annual Meeting or any adjournment or postponement thereof. A complete list of stockholders of record entitled to vote at the Annual Meeting will be maintained in the Company's office at 767 Fifth Avenue, 50th Floor, New York, New York 10153, for ten days prior to the Annual Meeting. Whether or not you plan to attend the Annual Meeting in person, please mark, execute, date and return the enclosed proxy in the envelope provided (which requires no postage if mailed within the United States). Should you attend the Annual Meeting in person you may, if you wish, withdraw your proxy and vote your shares in person. By Order of the Board of Directors, /s/ Dennis K. Morgan Dennis K. Morgan Secretary Austin, Texas September 17, 1999 TABLE OF CONTENTS
Page ---- Notice of Annual Meeting of Stockholders.................................. i Questions and Answers..................................................... 1 Proposals to be Voted Upon................................................ 4 The Merger................................................................ 11 PEI Background of the Merger............................................ 11 PEI Reasons for the Merger; Recommendation of PEI's Board of Directors.. 13 Opinion of PEI's Financial Advisor...................................... 14 Southern Union Background of the Merger................................. 17 Southern Union Reasons for the Merger................................... 19 Recommendation of the Southern Union Board.............................. 20 Opinion of Southern Union's Financial Advisor........................... 21 Potential Conflicts and Interests of Certain Persons in the Merger...... 24 Significant U.S. Federal Income Tax Consequences of the Mergers......... 26 Regulatory Matters...................................................... 27 Management and Other Information........................................ 28 Accounting Treatment.................................................... 28 Listing of Southern Union Common Stock.................................. 28 Federal Securities Law Consequences..................................... 28 Rights of Dissenting Stockholders of Southern Union..................... 29 Merger-Related Financing................................................ 29 The Merger Agreement...................................................... 30 Structure of the Merger................................................. 30 Closing; Effective Time................................................. 30 Subsidiary Mergers...................................................... 30 Merger Consideration.................................................... 30 Representations and Warranties.......................................... 31 Covenants and Other Agreements.......................................... 32 No Solicitation by PEI.................................................. 35 Conditions to the Completion of the Merger.............................. 37 Indemnification and Insurance for PEI Officers and Directors............ 38 Amendments.............................................................. 38 Termination of the Merger Agreement..................................... 38 Termination Fees and Expenses........................................... 40 Business of PEI........................................................... 41 Selected Historical Financial Information................................. 42 Selected Historical Consolidated Financial Information of Southern Union.................................................................. 42 Selected Historical Consolidated Financial Information of PEI........... 43 Selected Unaudited Pro Forma Combined Condensed Financial Data.......... 45 Comparative Dividends and Market Prices................................... 46 Southern Union.......................................................... 46 PEI..................................................................... 47 Historical Equivalent Per Share Market Values........................... 47 Comparative Per Share Data................................................ 48 Unaudited Pro Forma Combined Condensed Financial Statements............... 50 Forward-Looking Statements May Prove Inaccurate........................... 54
Page ---- Where You Can Find More Information....................................... 54 Board of Directors........................................................ 56 Board Size and Composition.............................................. 56 Board Committees and Meetings........................................... 57 Board Compensation...................................................... 58 Directors' Deferred Compensation Plan................................... 58 Board of Directors' Report on Executive Compensation...................... 59 Executive Officers and Compensation....................................... 61 Executive Officers Who Are Not Directors................................ 61 Executive Compensation.................................................. 62 Summary Compensation Table.............................................. 62 Option Grants in 1999................................................... 63 Options Exercised in 1999 and 1999 Year-End Values...................... 63 Retirement Benefits..................................................... 63 Employment Contracts, Termination of Employment and Change-In-Control Arrangements........................................................... 64 Compensation Committee Interlocks and Insider Participation............. 64 Section 16(a) Beneficial Ownership Reporting Compliance................. 64 Security Ownership........................................................ 65 Common Stock Performance Graph............................................ 68 Certain Relationships..................................................... 69 Experts................................................................... 69 Independent Auditors...................................................... 69 Company's 1999 Annual Report.............................................. 70
APPENDICES APPENDIX A Agreement of Merger APPENDIX B Opinion of Legg Mason Wood Walker, Incorporated APPENDIX C Opinion of Donaldson Lufkin & Jenrette Securities Corporation APPENDIX D Agreement and Irrevocable Proxy by and between Pennsylvania Enterprises, Inc., George L. Lindemann, Dr. F.B. Lindemann, Adam M. Lindemann, George Lindemann, Jr. and Sloan N. Lindemann dated as of June 7, 1999
Southern Union Company 504 Lavaca Street, Eighth Floor Austin, Texas 78701 ---------------- PROXY STATEMENT ---------------- The accompanying proxy, to be mailed to stockholders together with the Notice of Annual Meeting and this Proxy Statement on or about September 17, 1999, is solicited by Southern Union Company in connection with the Annual Meeting of Stockholders to be held on October 19, 1999. "Company" and "Southern Union" as used in this document refer to Southern Union Company. "PEI," as used in this document, refers to Pennsylvania Enterprises, Inc. "We" and "our" as used in this document refer to Southern Union and PEI. QUESTIONS AND ANSWERS Q: What am I voting on? A:. Re-election of three directors (George L. Lindemann, Peter H. Kelley and Dan K. Wassong); . Approval of the merger agreement between the Company and Pennsylvania Enterprises, Inc. and the issuance of common stock pursuant to the merger agreement; . Approval of amendments to the Company's Restated Certificate of Incorporation to change the capitalization of Southern Union; . Approval of an amendment to the Company's Restated Certificate of Incorporation to increase the maximum number of directors; and . Approval of additional shares of Southern Union common stock to be eligible for grant under the Company's 1992 Long-Term Stock Incentive Plan. Q: Who is entitled to vote? A: Stockholders as of the close of business on the record date, September 3, 1999, are entitled to vote at the annual meeting. Each share of Southern Union common stock is entitled to one vote. With respect to the election of directors, stockholders have cumulative voting rights, which entitle each stockholder to that number of votes which equals the number of shares he or she holds multiplied by the number of directors to be elected (3). The Bylaws of the Company require that a stockholder who intends to exercise cumulative voting rights at the annual meeting must give written notice to the Secretary of the Company no later than ten (10) days after notice of the annual meeting was first sent to stockholders. Q: How do I vote? A: Sign and date each Proxy Card you receive and return it in the prepaid envelope. If you do not mark any selections, your Proxy Card will be voted in favor of the five proposals. You have the right to revoke your proxy at any time before the annual meeting by (1) notifying Southern Union's Corporate Secretary, (2) attending the annual meeting and voting in person or (3) returning a later-dated proxy. If you return your signed proxy card, but do not indicate your voting preferences, the proxy will be voted FOR the five proposals on your behalf. The Board of Directors is not aware of any matter other than the matters described above to be presented for action at the annual meeting. If a proposal other than the five listed in the Notice is presented at the annual meeting, your signed proxy card gives authority to John E. Brennan and Frank W. Denius to vote on such matters. They intend to vote in accordance with their best judgment. Proxies should NOT be sent by stockholders to the Company but to BankBoston, N.A. c/o EquiServe, L.P., the Company's Registrar and Transfer Agent, at 150 Royal Street, Canton, Massachusetts 02021. Q: Is my vote confidential? A: Yes. Proxy cards, ballots and voting tabulations that identify individual stockholders are confidential. Only the inspectors of election and certain employees associated with processing proxy cards and counting the vote have access to your card. Additionally, all comments directed to management (whether written on the proxy card or elsewhere) will remain confidential, unless you ask that your name be disclosed. Q: Who will count the vote? A: Representatives of the Company and its legal counsel, Fleischman and Walsh, L.L.P., will tabulate the votes and act as inspectors of the election. Q: What does it mean if I get more than one proxy card? A: It is an indication that your shares are registered differently and are in more than one account, including your accounts in Southern Union's Direct Stock Purchase Plan, the executive compensation plans, employee benefit plans and shares credited to your Savings Plan account held in custody by the trustee, Wilmington Trust. Sign and return all proxy cards to ensure that all your shares are voted. Q: What constitutes a quorum? A: As of the record date, 31,235,697 shares of the Southern Union common stock were issued and outstanding. A majority of the outstanding shares, present or represented by proxy, constitutes a quorum for the transaction of adopting proposals at the annual meeting. If you submit a properly executed proxy card, then you will be considered part of the quorum. If you are present or represented by a proxy at the annual meeting and you abstain, your abstention will have the same effect as a vote AGAINST the proposals to re-elect three directors, approve the merger agreement, amendments to the Company's Restated Certificate of Incorporation and changes to the 1992 Plan. Abstentions may have the effect of a vote AGAINST the proposal to approve the issuance of Southern Union common stock pursuant to the merger agreement. Broker non-votes will be counted as part of the quorum but will not be part of the voting power present. Q: Who can attend the Annual Meeting? A: All stockholders as of the record date can attend. Q: When are the 2000 stockholder proposals due? A: In order to be considered for inclusion in next year's proxy statement, stockholder proposals must be submitted in writing by June 30, 2000, to Dennis K. Morgan, Corporate Secretary, Southern Union Company, 504 Lavaca Street, Eighth Floor, Austin, Texas 78701. Q: How does a stockholder nominate someone to be considered for election as a director of Southern Union? A: Any stockholder may recommend any person as a nominee for director of Southern Union by writing to the Company's Secretary at least 45 days before an annual meeting (which was September 3, 1999 for this year's annual meeting) or no later than ten (10) days after the date of the notice of a special meeting. Accordingly, no stockholder may make additional nominations at the annual meeting. The notice must include certain information about the nominating stockholder and the nominee(s). Certain persons are disqualified from serving as directors. A copy of the relevant Bylaws provisions may be obtained from the Company's Secretary. As of September 3, 1999, no stockholder has nominated any person to serve as a director of the Company. Q: Who pays for this proxy solicitation? A: Southern Union will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the owners of Southern Union common stock. 2 Q. What will happen as a result of the merger? A. If the merger is completed, PEI will merge into Southern Union, PEI's utility operations will become a division of Southern Union, and PEI's non- regulated subsidiaries will become subsidiaries of Southern Union. Immediately after the merger is completed, Honesdale Gas Company, a wholly owned subsidiary of PG Energy Inc., a wholly owned subsidiary of PEI, will be merged into PG Energy and then PG Energy will be merged into Southern Union. Q. What do I need to know about the merger? A. You should carefully read and consider the information contained in this document. You should complete and sign your proxy and return it in the enclosed envelope as soon as possible so that your shares may be represented at the Annual Meeting. Failing to vote in person or by proxy will have the same effect as a vote AGAINST the merger. Q. What is the required vote to approve the merger? A. The merger agreement must be approved by holders of a majority of shares of Southern Union common stock entitled to vote at the annual meeting. The issuance of shares of Southern Union common stock pursuant to the merger agreement must also be approved by a majority of the votes cast on this proposal at the annual meeting, provided that the total vote cast represents a majority of the shares of Southern Union common stock outstanding and entitled to vote at the annual meeting. In addition, the merger agreement must be approved by the holders of a majority of shares of PEI common stock entitled to vote at PEI's special meeting of stockholders to be held on October 19, 1999. Q. My shares are held in "street name." Will my broker vote my shares on the merger or on the issuance of Southern Union common stock in connection with the merger? A. A broker will vote your shares on the merger agreement and the issuance of Southern Union common stock in connection with the merger only if you provide your broker with instructions on how to vote. You should follow the directions provided by your broker(s) regarding how to instruct brokers to vote the shares. Q. Am I entitled to appraisal rights? A. Under Delaware law, you do not have appraisal rights in connection with the merger. Q. When is the merger expected to be completed? A. Southern Union and PEI are working as quickly as possible and hope to complete the merger in the last quarter of 1999. 3 PROPOSALS TO BE VOTED UPON 1. Re-election of Directors Nominees for re-election this year are George L. Lindemann, Peter H. Kelley and Dan K. Wassong. Each has consented to serve a three-year term. (See page 56 for more information.) Directors are elected by a plurality of the votes of shares present in person or represented by proxy and entitled to vote in the election. Your Board recommends a vote FOR these directors. If any director declines or becomes unable to serve as a director for any reason, votes will be cast instead for a substitute nominee designated by the Board of Directors. If no substitute is designated, votes will be cast according to the judgment of John E. Brennan and Frank W. Denius. If cumulative voting is in effect by a stockholder, unless authority is withheld, John E. Brennan and Frank W. Denius will allocate the votes represented by such proxy in the manner they deem proper in their best judgment. "Board," "Board of Directors" or "Southern Union board" as used in this document refer to Southern Union's Board of Directors. 2. Approval of merger and common stock issuance Summary of the merger: Merger Agreement. The merger agreement you are being asked to approve and adopt provides for the merger of PEI into Southern Union. Upon completion of the merger, PEI's utility operations will become a division of Southern Union, and PEI's non-regulated subsidiaries will become subsidiaries of Southern Union. When we speak about the "merger" and the "merger agreement" in this proxy statement, we mean the merger between PEI and Southern Union and the agreement that sets forth the details of that merger. The merger agreement is attached at the back of this proxy statement as Appendix A. We encourage you to read the merger agreement since it is the legal document that governs the merger. Subsidiary Mergers. There are two other mergers that are part of the Southern Union/PEI transaction. Immediately after the Southern Union/PEI merger is completed, Honesdale Gas Company, a wholly-owned subsidiary of PG Energy Inc., a subsidiary of PEI, will be merged into PG Energy and then PG Energy will be merged into Southern Union. We call these mergers the "subsidiary mergers." The merger and the subsidiary mergers are sometimes referred to as the "mergers." Business of PEI. PEI is a holding company with regulated and non-regulated subsidiaries. The regulated group consists of PG Energy Inc. and its subsidiary, Honesdale Gas Company, which together provide natural gas to more than 152,000 customers in 13 counties in northeastern and central Pennsylvania. The non-regulated group consists of PEI Power Corp., Theta Land Corp. and PG Energy Services and its subsidiary, Keystone Pipeline Services, Inc. PG Energy Services markets energy and energy products in a large area of Pennsylvania under the name PG Energy Power Plus. Merger Consideration. At the time the merger is consummated, PEI's stockholders will be entitled to receive in exchange for each share of PEI common stock they own that number of whole shares of Southern Union common stock having a value of $32.00, plus $3.00 in cash (subject to certain adjustments described in the merger agreement). Tax Consequences. Southern Union's stockholders will not exchange or otherwise dispose of any Southern Union common stock in the merger or the subsidiary mergers, so they will recognize no taxable gain or loss. In addition, the subsidiary mergers will result in no gain or loss to Southern Union, PEI or the PEI subsidiaries that are parties to these mergers. Regulatory Approvals. Approvals from the public utility commissions of Pennsylvania, Missouri and Florida and from the Federal Energy Regulatory Commission, as well as the expiration or earlier termination of 4 the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, are required to complete the merger. Southern Union and PEI were granted early termination of the Hart-Scott-Rodino Act's waiting period on August 20, 1999. As of the date of this proxy statement, none of the other required regulatory approvals have been obtained. Termination. PEI and Southern Union may terminate the merger agreement by mutual written consent without completing the merger. The merger agreement may also be terminated by either PEI or Southern Union if the merger is not completed by June 7, 2000 (which may be extended to December 7, 2000 to obtain governmental approvals) or by PEI if the average trading price used to determine the number of shares of Southern Union common stock to be received by PEI stockholders is lower than $17.30, or in certain other circumstances. Also, under certain circumstances, the merger agreement may be terminated by the PEI board if it has accepted a superior proposal for a business combination from another party or by Southern Union if the PEI board fails to recommend approval of the merger to the PEI stockholders or PEI fails to cause its utility subsidiary to redeem or repurchase all of its outstanding shares of preferred stock. In either of these events, PEI may be required to pay to Southern Union a termination fee of $10 million. Accounting Treatment. The merger will be accounted for under the purchase method of accounting. A more detailed discussion of the merger, including the consideration to be provided to PEI's stockholders in connection with the merger, background information regarding the merger, some of the financial and strategic reasons why PEI and the Company believe the merger is desirable, the accounting treatment of the merger, potential conflicts of interests of certain PEI officers and directors with respect to the merger and significant U.S. income tax consequences of the merger, is set forth in this document under the heading "The Merger." Please also refer to the section of this proxy statement entitled "The Merger Agreement" for a description of certain important terms of the merger agreement. The proposed merger is a complex transaction. Stockholders are strongly urged to read and consider carefully the portions of this proxy statement pertaining to the merger in their entirety. PEI Approval: The merger agreement must be approved by the holders of a majority of shares of PEI common stock entitled to vote at the Special Meeting of PEI Stockholders (the "PEI special meeting") to be held on October 19, 1999. Southern Union Approval: The Delaware General Corporation Law ("DGCL") requires the Company to obtain stockholder approval of the merger agreement because the aggregate number of shares of Southern Union common stock to be issued pursuant to the merger agreement will be greater than 20% of the total number of shares of Southern Union common stock issued and outstanding immediately prior to the completion of the merger. The rules of the New York Stock Exchange ("NYSE") require Southern Union's stockholders to approve the issuance of shares of Southern Union common stock pursuant to the merger agreement (the "stock issuance") because the stock issuance will be greater than 20% of the total number of shares of Southern Union common stock issued and outstanding immediately prior to the completion of the merger. Required Vote: The affirmative vote of a majority of the shares of Southern Union common stock issued and outstanding on the record date is required to approve the merger agreement. The affirmative vote of a majority of the votes cast on the stock issuance at the annual meeting is required to approve the stock issuance, provided that the total vote cast on the stock issuance represents a majority of the shares of Southern Union common stock outstanding on the record date. Lindemann Proxy: George L. Lindemann, the Chairman of the Southern Union board and Southern Union's Chief Executive Officer, and four other members of Mr. Lindemann's family granted PEI an irrevocable proxy to vote the shares of Southern Union common stock they own for the purpose of securing the approval and adoption by the stockholders of Southern Union of the merger agreement and the consummation 5 of the transactions contemplated thereby and to prevent any action that would prevent or hinder in any material respect such approval or consummation. See "The Merger Agreement--Covenants and Other Agreements--The Lindemann Proxy." As of the record date, the shares of Southern Union common stock owned by Mr. Lindemann and the members of his family who granted a proxy to PEI to vote their shares of Southern Union common stock represented approximately 39% of the outstanding shares of Southern Union common stock entitled to vote on the approval of the merger agreement and the stock issuance. The Lindemann Proxy is attached to this proxy statement as Appendix D. Share Ownership of Management: At the close of business on September 3, 1999, directors and executive officers, other than the Lindemann family, of the Company and their affiliates owned and were entitled to vote approximately 1,422,497 shares of Southern Union common stock, which represented 5% of the shares of Southern Union common stock outstanding on that date. Each of those directors and executive officers has indicated their present intention to vote, or cause to be voted, the Southern Union common stock owned by them FOR the proposal to adopt the merger agreement and approve the stock issuance at the Annual Meeting. Abstentions and Broker Non-Votes: Abstentions and proxies from brokers or nominees indicating that such persons have not received instruction from the beneficial owners or other persons entitled to vote Southern Union common stock ("Broker Non-Votes") will be considered as present for the purposes of establishing a quorum. However, abstentions and Broker Non-Votes will not count as votes cast. Accordingly, since the affirmative vote of a majority of the Southern Union common stock issued and outstanding on the record date is required to approve the merger agreement, the failure to vote, abstentions and Broker Non-Votes will have the effect of a vote AGAINST the merger agreement. Furthermore, since the affirmative vote of a majority of the votes cast on the stock issuance at the Annual Meeting is required to approve the stock issuance, provided that the total vote cast on the stock issuance represents a majority of the Southern Union common stock outstanding on the record date, abstentions and Broker Non-Votes may have the effect of a vote AGAINST the stock issuance. Appraisal Rights: Under the Delaware law, you do not have appraisal rights in connection with the merger. Board Recommendations: For the reasons set forth in the sections of this proxy statement entitled "The Merger--Southern Union Reasons for the Merger" and "The Merger--Recommendation of the Southern Union Board" and elsewhere in this proxy statement, your Board recommends a vote FOR the merger agreement and the stock issuance. 3. Charter Amendments to Change Company's Capitalization. Introduction: The Company's restated certificate of incorporation provides that the authorized capital stock of the Company consists of (i) 50,000,000 shares of common stock, par value $1.00 per share, and (ii) 1,500,000 shares of cumulative preferred stock, no par value. As of the record date, 31,235,697 shares of Southern Union common stock were issued and outstanding and no shares of Southern Union cumulative preferred stock were issued and outstanding. Proposed Changes to Company's Capitalization. Your Board has approved and is recommending approval of certain amendments to the Company's restated certificate of incorporation, which will change Southern Union's capitalization. These amendments are as follows: (i) to increase the number of authorized shares of Southern Union common stock from 50,000,000 to 200,000,000 (see "Purpose of Proposed Changes to the Company's Capitalization" on page 7); (ii) to grant the Board the authority to issue 6,000,000 shares of preferred stock in series the Board deems appropriate and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof; and (iii) to repeal the rights, powers, privileges and preferences of Southern Union cumulative preferred stock. 6 Purpose of Proposed Changes to the Company's Capitalization: The purpose of these amendments is to ensure that the Company will have available for issuance that number of shares of Southern Union common stock which PEI's stockholders will be entitled to receive upon completion of the merger and to enhance Southern Union's ability to raise capital through the sale or placement of Southern Union's securities and pursue opportunities for future acquisitions and business combinations. Effect of Proposed Amendments: If these amendments to the Company's restated certificate of incorporation are approved by the Company's stockholders, the number of authorized shares of Southern Union common stock will increase from 50,000,000 to 200,000,000. In addition, the rights, preferences and powers of Southern Union's currently authorized cumulative preferred stock will be repealed in their entirety. Rather, the Board will be granted the authority to issue 6,000,000 shares of preferred stock in series the Board deems appropriate and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof ("Southern Union Blank Check Preferred Stock"). The dividend rights, dividend rates, conversion rights and terms, voting rights, redemption rights and terms and liquidation preferences of each series of Southern Union Blank Check Preferred Stock may be similar to or significantly different from the rights, preferences and powers of Southern Union's currently authorized cumulative preferred stock. If these amendments are approved and adopted by the Company's stockholders at the annual meeting, the amendments will become effective upon the filing of a certificate of amendment to the Company's restated certificate of incorporation with the Secretary of State of Delaware, which the Company's management believes will occur promptly after such approval is obtained. Required Vote: The affirmative vote of the holders of a majority of the outstanding shares of Southern Union common stock as of the record date is required to approve these proposed amendments to the Company's restated certificate of incorporation. Board Recommendation: Your Board recommends that you vote FOR the proposed amendments to the Company's restated certificate of incorporation, which will change the Company's capitalization. 4. Charter Amendment to Increase the Maximum Number of Directors. Proposed Amendment: Your Board has approved and is recommending approval of an amendment to the Company's Certificate of Incorporation to increase the maximum number of directors from twelve (12) to fifteen (15). Purpose of Amendment: The purpose of the amendment is to enable the Company to satisfy its obligations under the merger agreement. The Company's restated certificate of incorporation provides that no more than twelve (12) persons may constitute the Southern Union board. Ten (10) persons currently serve as directors on the Southern Union board. Under the merger agreement, Southern Union has agreed to nominate and recommend for election to the Southern Union board three (3) individuals to be selected prior to the consummation of the merger by Southern Union from PEI's Board of Directors (the "PEI board"). If this proposed amendment is approved by Southern Union's stockholders, Southern Union anticipates that the Southern Union board will consist of only thirteen (13) directors after the consummation of the merger even though fifteen (15) directors may be permitted. Required Vote: The affirmative vote of the holders of a majority of the outstanding shares of Southern Union common stock as of the record date is required to approve this proposed amendment to the Company's restated certificate of incorporation. Board Recommendation: Your Board recommends that you vote FOR the proposed amendment to the Company's restated certificate of incorporation, which will increase the number of directors that may serve on the Southern Union board. 7 5. Proposal of Change to the 1992 Plan Introduction: The Company's 1992 Long-Term Incentive Plan (the "1992 Plan") was approved and adopted by the Board as of July 1, 1992 and was adopted by the Company's stockholders at the annual meeting held on May 12, 1993 and was amended and approved by the Company's stockholders at the annual meeting held on November 12, 1998. The 1992 Plan was adopted in order to permit the granting of a variety of long-term incentive awards to officers and key employees of the Company and its subsidiaries in order to focus the attention of management and other employees on the long-term improvement of stockholder value and to align the interests of management and the Company's stockholders. Specifically, grants of stock options, stock appreciation rights ("SARs"), dividend equivalents, restricted stock, and performance shares and units (collectively referred to as "Awards") may be made under the 1992 Plan. The Board believes that the use of Awards is important to the Company's ability to attract and retain talented people to manage the Company. At the annual meeting held on November 11, 1997, the Company's stockholders, on recommendation of the Board, approved an increase in the number of shares of Southern Union common stock available for Awards under the 1992 Plan. As of September 3, 1999, Awards covering a total of 2,763,551 shares of Southern Union common stock have been granted out of 3,653,343 shares available under the 1992 Plan. Please refer to the tables under the heading "Executive Officers and Compensation" for information regarding awards of stock options made to the Named Officers under the 1992 Plan. Description of the 1992 Plan: The 1992 Plan provides for Awards in the form of stock options, SARs, dividend equivalents, restricted stock and performance shares and units. Each Award is granted with terms and conditions consistent with the 1992 Plan, as the Plan Committee determines. See "Board of Directors-- Board Committees and Meetings." Any officer or other salaried employee of the Company or of any subsidiary of the Company is eligible to be granted Awards under the 1992 Plan. A person who has retired from active employment with the Company or any of its subsidiaries, but continues to receive a salary pursuant to the terms of any consulting agreement or arrangement (whether written or unwritten), is not eligible to receive an Award. The Company estimates that substantially all its non-hourly employees are eligible to participate in the 1992 Plan. The shares of Southern Union common stock subject to an Award under the 1992 Plan that expires or is forfeited become available again for future Awards. Non-Qualified Stock Options, if so designated by Plan Committee at the time of grant, may be gratuitously transferred by the participant (but not the participant's transferee) to any member of the participant's immediate family, to a trust for the benefit of one or more members of the participant's immediate family, to a partnership or other entity in which the only partners or interest holders are members of the participant's immediate family, and to a charitable organization, or to any of the foregoing. Types of Awards: Stock Options. The term of stock options does not exceed ten years from the date of grant. The Plan Committee may grant either "Incentive Stock Options," as defined in the Internal Revenue Code, or stock options not intended to qualify as such ("Non-Qualified Stock Options"). The exercise price for the purchase of shares subject to a stock option may not be less then 100% of the market value of the shares covered by the option on the date of grant. The exercise price must be paid in full in cash or shares of Southern Union common stock, or a combination of both. Stock Appreciation Rights. The Plan Committee may grant SARs unrelated to stock options or related to stock options or portions of stock options granted to employees pursuant to the 1992 Plan. In exchange for surrendering the right to exercise a related stock option, the employee may exercise a SAR with respect to the number of shares covered by the surrendered stock option. Upon the exercise of a SAR, the employee is entitled to receive payment of an amount equal to the aggregate appreciation in value of the shares covered by the SAR or by the related stock option. Such payment may be made in cash, in shares of Southern Union 8 common stock or a combination of both. The Plan Committee may also grant limited SARs which are exercisable only in certain events such as a change in control of the Company. SARs are not transferable, other than by will or the laws of descent and distribution. Dividend Equivalents. The 1992 Plan authorizes the granting of dividend equivalents which may be granted in conjunction with a stock option or which may be granted separately. A dividend equivalent entitles the holder to receive a cash payment(s) equal to any cash dividends paid during the term of the dividend equivalent with respect to a number of shares of the Southern Union common stock. The Plan Committee also has the discretion to grant dividend equivalents entitling the holder to receive cash payment equal in value to any non-cash (other than stock) dividends as well. When a dividend equivalent is granted in conjunction with a stock option, no adjustment to the related stock option will be made in the event of a cash dividend or other distribution on the Southern Union common stock. Performance Shares or Units. The 1992 Plan also provides for the granting of performance shares or units which gives the recipient the right to receive a specified number of shares of Southern Union common stock or cash upon the achievement of specified performance objectives within a specified award period. If a participant dies or terminates his or her position with the Company prior to the close of an award period, any performance shares or units granted to him or her for the period would be forfeited unless such restriction is waived by the Plan Committee. Performance shares and units are non- transferable. Restricted Stock. The 1992 Plan also provides for the granting of restricted stock. Restricted stock is Southern Union common stock that is subject to forfeiture in the event the recipient ceases to be an employee of the Company for any reason prior to a date set by the Plan Committee. If the participant retires, dies or is disabled, then the number of shares of restricted stock forfeited will depend upon how long the shares of restricted stock had been held by the participant. If a participant ceases to be an employee for any other reason, all shares of restricted stock held by the participant which are still subject to restriction will be forfeited. The Plan Committee may remove the forfeiture restriction on the stock at any time. Restricted stock is non- transferable. Effect of Change in Control: Upon certain events constituting a change in control of the Company, as specified in the 1992 Plan, all Awards then outstanding will become immediately exercisable. The merger will not constitute a "change in control" as defined under the 1992 Plan. Outstanding Awards: The value of all the types of Awards that may be granted under the 1992 Plan is based on the value of the Southern Union common stock. To date, only Awards of stock options and dividend equivalents have been granted under the plan. The dividend equivalents granted have been awarded in conjunction with stock options. The exact vesting schedule with respect to any stock option grant is subject to the complete discretion of the Plan Committee and will be set forth in the grant of the stock option. In considering the recommendation of the Board, stockholders should be aware that employee members of the Board are eligible to participate in the 1992 Plan and that stockholders' percentage interest in the Company will be diluted as shares under the Plan are issued. Proposed Amendment: The Company requests stockholder approval to increase by 3,000,000 the number of shares of Southern Union common stock available for awards under the 1992 Plan in order to achieve the Plan's purposes in the future. The Board believes that the use of Awards is important to the Company's ability to attract and retain talented people to manage the Company. The Board also believes that the proposed increase in the number of shares available for Awards will enable Southern Union to continue granting a variety of long-term incentive awards to officers and key employees of Southern Union and its subsidiaries, including those that join Southern Union as a result of the merger. No other changes to the 1992 Plan are proposed. 9 Any stockholder may obtain a copy of the current Plan by writing to Southern Union Company, 504 Lavaca Street, Eighth Floor, Austin, Texas 78701, Attention: Corporate Secretary. Vote Required: In order to approve the proposal of change to the 1992 Plan, a majority of the total number of votes that could be cast at the annual meeting must vote in favor of the proposal. Your Board recommends a vote FOR the proposal of change to the 1992 Plan. 10 THE MERGER This section of the proxy statement, as well as the next section entitled "The Merger Agreement," describe certain aspects of the proposed merger. These sections highlight key information about the merger and the merger agreement but they may not include all the information that you would like to know. The merger agreement is attached as Appendix A to this proxy statement. We urge you to read the merger agreement in its entirety. PEI Background of the Merger As part of its long-term planning, the PEI board has periodically reviewed and evaluated various strategic options and alternatives available to maximize the economic return of its stockholders. The PEI board has recognized the need for PEI to be larger in order to respond to the demands of a deregulated energy market and to compete with the larger companies being formed in the consolidation of the energy industry. From time to time, the PEI board has considered acquisitions and has entered into marketing alliances. But these actions have not been sufficient to give PEI the necessary size and scope. As an alternative, the PEI board authorized the exploration of a strategic stock- for-stock merger with companies chosen because of the strengths they would bring to the relationship. In late September 1998, John E. Brennan, Vice Chairman of the Southern Union board, and Thomas F. Karam, the President and Chief Executive Officer of PEI at a coincidental meeting discussed, in general terms, their respective companies and whether it would be appropriate to initiate further discussions between representatives of Southern Union and PEI regarding a possible business combination. To follow-up this conversation, on October 5, 1998, Southern Union sent Mr. Karam copies of Southern Union's recently released 1998 Summary Annual Report to Stockholders, Annual Report on Form 10-K for the fiscal year ended June 30, 1998 and Proxy Statement for Southern Union's 1998 annual meeting of stockholders. On March 1, 1999, following general conversations between Ronald W. Simms, the Chairman of the PEI board, Mr. Karam and Mr. Brennan, about the energy industry and the philosophies of their two companies, Mr. Karam met with George L. Lindemann, the Chairman of the Southern Union board and Southern Union's Chief Executive Officer, and Mr. Brennan to discuss the possibility of a strategic relationship between PEI and Southern Union and to arrange for a meeting between Messrs. Simms and Karam and Southern Union management in Austin, Texas. A meeting was held from March 3-4, 1999 at which Southern Union officers and division heads made a detailed presentation about Southern Union. Contemporaneously with the discussions between Southern Union and PEI, Messrs. Simms and Karam held meetings and discussions with five other companies they had identified as possible strategic stock-for-stock merger partners. These meetings were similar to the meetings with Southern Union. On March 19, 1999, Mr. Karam and Mr. Brennan had a general conversation about the financial terms of a merger. On March 24, 1999, at a meeting of the PEI board, Messrs. Simms and Karam described the preliminary discussions they had with possible partners in a strategic stock-for-stock merger. They stated that they believed that a strategic merger with a larger company should, among other things, help PEI to provide all energy alternatives to the consumer, to diversify geographically, to grow aggressively where advisable and to be better able to take advantage of opportunities in the energy industry. In addition, a strategic relationship should not require PEI to significantly reduce employees or other assets in northeastern Pennsylvania and should help improve service to its customers. It was the sense of the meeting that Mr. Simms and Mr. Karam should continue these discussions. On April 8, 1999, Messrs. Simms and Karam met with Messrs. Lindemann and Brennan to discuss more specifically a possible strategic relationship. Mr. Lindemann expressed a desire to proceed and make an indication of interest. 11 On April 12, 1999, representatives of Southern Union visited PEI's facilities to conduct a limited business investigation of PEI and to discuss the details of a merger with Mr. Karam. At the PEI board meeting on April 14, 1999, Messrs. Simms and Karam updated the PEI board on their discussions. They noted the changing competitive landscape in the energy industry where critical mass and complete energy solutions are necessary; the increasing merger activity and formation of larger companies against which PEI must compete; and the capital limitations of PEI. They reviewed PEI's experience with possible acquisitions and marketing alliances. The PEI board discussed generally different methods of valuing PEI and compared various financial measurements and ratios of PEI with those of comparable publicly-traded companies. They also reviewed multiples and premiums in recent gas utility mergers. PEI's special counsel, Hughes Hubbard & Reed LLP, reviewed the board's fiduciary duties and the standards of conduct it should follow in considering whether to proceed with discussions of a strategic stock-for-stock merger and whether to accept a merger proposal. The PEI board then appointed Messrs. Simms and Karam as a Special Committee of the board to continue discussions concerning a possible strategic stock-for- stock merger. Following the April 14 board meeting, each of the companies was contacted and asked to make a firm indication of interest by May 1, if they desired to do so. On April 19 and 20, 1999, representatives of Southern Union visited PEI to discuss a proposed transaction with the Special Committee and to continue their limited business investigation of PEI. By May 1, three of the companies had made an indication of interest. Each company was informed that the indications would be evaluated by the PEI board at its May 5 meeting and that shortly thereafter the Special Committee would contact them. At the PEI board meeting on May 5, 1999, the Special Committee updated the PEI board on their discussions with possible merger partners and reviewed the indications of interest. The Southern Union indication of interest was the highest. The Special Committee analyzed Southern Union's indication of interest and compared it with recent gas utility deals in the northeast and mid- Atlantic. The Special Committee and the PEI board then discussed Southern Union, including its financial condition, an assessment of its management and operations and the ability of Southern Union to consummate a merger. The PEI board also considered the Southern Union common stock dividend, the possible effect of Southern Union's bid for Southwest Gas Corporation on a merger with Southern Union and the effect of a merger on PEI's employees and customers. The Special Committee was authorized to negotiate a merger agreement with Southern Union, subject to PEI board approval. On May 6, 1999, the Special Committee called Southern Union to express a desire to enter into more substantive discussions and to negotiate a merger agreement. Over the course of the next several weeks, the Special Committee and its legal advisors discussed the major terms of the merger with Southern Union. On May 24, 1999, the Special Committee again updated the board on the merger discussions. Representatives of Southern Union made a presentation to the PEI board on Southern Union, including its business plan and historical and pro forma financial information, and responded to questions from the PEI board. PEI's special counsel reviewed the major issues relating to the merger agreement for the PEI board. From May 25 to June 7, 1999, representatives of PEI and Southern Union and their financial, accounting and legal advisors had numerous communications, including meetings to conduct additional investigation of the other party's business and negotiate the terms of the merger agreement. 12 At 7:00 a.m. on June 7, 1999, the PEI board met to consider the merger agreement. PEI's special counsel analyzed the important provisions of the agreement and discussed the mergers. The PEI board discussed with counsel a table showing how the merger consideration would be calculated at various trading levels of Southern Union common stock, the treatment of PEI benefit plans, the "fiduciary out," the covenants of Southern Union and the conditions to the closing. Legg Mason Wood Walker, Incorporated ("Legg Mason"), PEI's financial advisors, discussed the terms of the transaction between Southern Union and PEI with the PEI board and rendered a written opinion that, as of the date of the merger agreement and the meeting and based upon and subject to certain matters stated in its opinion, the consideration to be received by the stockholders of PEI in the merger was fair to such stockholders from a financial point of view. At 9:15 a.m. at the PEI board's request, the NYSE agreed not to open trading in the stock of PEI while the PEI board and its advisors continued discussions of the merger. Likewise, at Southern Union's request, the NYSE agreed not to open trading in the stock of Southern Union while the PEI board continued its discussions. The Special Committee then recommended approval of the merger, and the PEI board, after further discussion and for the reasons set forth below under "-- PEI Reasons for the Merger; Recommendation of PEI's Board of Directors," unanimously approved the merger agreement. Representatives of Southern Union were invited into the meeting and the merger agreement was executed. The merger was publicly announced and the stocks of the two companies were permitted to open for trading. PEI Reasons for the Merger; Recommendation of PEI's Board of Directors Recognizing the need for PEI to be larger in order to respond to the demands of a deregulated energy market and to compete with the larger companies being formed in the consolidation of the energy industry, the PEI board has considered acquisitions and considered and entered into marketing alliances. But these actions have not been sufficient to give PEI the necessary size and scope. As an alternative, the PEI board authorized the exploration of a strategic stock-for-stock merger. The PEI board believes that the merger with Southern Union should, among other things, help PEI to provide all energy alternatives to the consumer, to diversify geographically, to grow aggressively where advisable and to be better able to take advantage of opportunities in the energy industry. In addition, this strategic relationship should not require PEI to significantly reduce employees or other assets in northeastern Pennsylvania and should help improve service to its customers. In reaching its decision to approve the merger and the merger agreement and to recommend that PEI stockholders adopt the merger agreement, the PEI board consulted with PEI management and its financial and legal advisors and considered a number of factors, including, without limitation, the following material factors: . the belief that the merger with Southern Union will result in a combined entity with sufficient size and scope to compete effectively in the deregulated energy market; . the merger consideration negotiated with Southern Union, including the collar provision designed to protect PEI stockholders with respect to the value of the consideration to be received by them in the merger, and the implied premium that the merger consideration represents over the recent market price of PEI common stock; . the written opinion of Legg Mason, a copy of which is attached as Appendix B to this proxy statement, that, subject to the assumptions and limitations contained in that opinion, the consideration to be received in the merger by the stockholders of PEI is fair, from a financial point of view, to the stockholders and the financial presentation made by Legg Mason to the PEI board in connection with delivering this opinion; . the benefits to PEI's employees and the communities served by PEI, including the retention of local operations and provisions of Southern Union's benefit plans; 13 . the terms and conditions of the merger agreement, including (1) reciprocal representations and warranties, (2) the closing conditions, (3) the ability of PEI, under certain circumstances, to provide information to, and enter into negotiations with, third parties with respect to certain unsolicited offers to acquire PEI, and to terminate the merger agreement in order to enter into an agreement with a person making an unsolicited offer which is more favorable to PEI stockholders from a financial point of view than the merger after paying a termination fee to Southern Union and giving Southern Union the opportunity to match any offer made by such a third party and (4) the ability of PEI to terminate the merger agreement if the average trading price of Southern Union common stock for the valuation period ending shortly before the closing falls below $17.30 (see "The Merger Agreement"); . the structure of the transaction, which is intended to qualify as a "reorganization" for United States federal income tax purposes, so that the stockholders of PEI, as such, will recognize gain only to the extent they receive cash in exchange for their shares of PEI common stock; . information concerning the business, financial condition, results of operations and prospects, including, but not limited to, the potential for growth, development and profitability of Southern Union; . the projected pro forma ownership of Southern Union by the stockholders of PEI implied by the exchange ratio; . the historical market prices and trading information with respect to PEI common stock and Southern Union common stock; and . the likelihood that the merger would be consummated. During its deliberations regarding the merger and the merger agreement, the PEI board also analyzed certain risks associated with the merger, including the integration of the two companies and the risk of obtaining the necessary regulatory approvals for the merger. After reviewing these matters, the PEI board determined that the benefits of the merger outweighed any risks entailed in these matters. At its meeting on June 7, 1999, the PEI board unanimously approved the terms of the merger agreement and the related transactions, determined that the terms of the merger are in the best interests of PEI and PEI's stockholders and recommended approval and adoption of the merger agreement by PEI's stockholders. This discussion of the information and factors considered by the PEI board in making their decision is not intended to be exhaustive but is believed to include all material factors considered in connection with the PEI board's evaluation of the merger. The PEI board did not find it practicable to, and did not, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, individual members of the PEI board may have given different weight to different factors. Based on the total mix of information available to them, all directors determined to approve and recommend the merger to PEI stockholders. In considering the recommendation of the PEI board with respect to the merger agreement, PEI stockholders should be aware that certain members of the PEI board and PEI employees have interests in the merger that are different than, or in addition to, the interests of stockholders of PEI generally. The PEI board was aware of these interests and considered them, among other matters, in approving the merger agreement. See "The Merger--Potential Conflicts and Interests of Certain Persons in the Merger." Opinion of PEI's Financial Advisor Legg Mason rendered its oral and written opinion to the PEI board at their meeting on June 7, 1999, that, as of that date, and subject to certain assumptions, factors and limitations set forth in such opinion as described below, the merger consideration to be received by PEI stockholders was fair to stockholders from a financial point of view. 14 The full text of the written opinion of Legg Mason dated June 7, 1999, which sets forth the assumptions made, matters considered, scope and limitations on the review undertaken, and procedures followed by Legg Mason in connection with the opinion, is attached as Appendix B to this proxy statement. Stockholders are urged to read this opinion in its entirety. Legg Mason's opinion is directed only to the consideration to be received by stockholders pursuant to the merger agreement and does not constitute a recommendation to any stockholder as to how such stockholder should vote at the PEI special meeting. Legg Mason's opinion will not be updated prior to or at the closing of the merger. The summary of the opinion of Legg Mason set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. In connection with this engagement, PEI did not request Legg Mason, and Legg Mason did not assist PEI, to determine the exchange ratio provided for in the merger agreement. The exchange ratio was determined through arm's-length negotiations between PEI and Southern Union. In connection with its opinion, Legg Mason reviewed, among other things, (a) the merger agreement and certain related documents, (b) the audited consolidated financial statements of PEI as of and for the years ended December 31, 1998, 1997, 1996 and 1995, (c) the unaudited financial statements of PEI as of and for the three-month period ended March 31, 1999, (d) the audited consolidated financial statements of Southern Union as of and for the years ended June 30, 1998, 1997, 1996 and 1995 and (e) the unaudited financial statements of Southern Union as of and for the nine-month period ended March 31, 1999. Legg Mason also had discussions with members of the senior management of PEI and Southern Union regarding the past and current business operations, financial condition and future prospects of their respective companies. In addition, Legg Mason reviewed the reported price and trading activity for the shares of PEI common stock and the shares of Southern Union common stock, compared certain financial and stock market data for PEI and Southern Union with similar information for certain other publicly-traded companies, analyzed publicly available information concerning the terms of certain selected business combinations in the gas distribution utility industry, and performed such other studies and analyses as Legg Mason considered necessary or appropriate. Legg Mason relied without independent verification upon the accuracy and completeness of all of the financial and other information reviewed by them for purposes of their opinion. Legg Mason did not make an independent evaluation or appraisal of the assets and liabilities of PEI or Southern Union or any of their subsidiaries and they were not furnished with any such evaluation or appraisal. The following is a summary of the financial analyses Legg Mason utilized in connection with providing its written opinion to the PEI board. Stock Trading History. Legg Mason examined the history of the trading price and volume for the shares of PEI common stock. This examination showed that during the four-month period from February 4, 1999 to June 4, 1999, the trading price of PEI common stock ranged from $20.75 per share to $29.69 per share. This examination also showed that over the period from June 4, 1997 to June 4, 1999, the trading price of PEI common stock ranged from $20.75 per share to $31.94 per share. This range may be compared to the merger consideration. Legg Mason also examined the history of the trading price and volume for the shares of Southern Union common stock (not adjusted for 5% Southern Union stock dividend distributed on August 6, 1999). This examination showed that during the four-month period from February 4, 1999 to June 4, 1999, the trading price of Southern Union common stock ranged from $17.94 per share to $22.81 per share. The closing price of Southern Union common stock on June 4, 1999 was $21.625 per share, which was used as the basis for the exchange rate in the merger agreement. In addition, this examination showed that over the period from June 4, 1997 to June 4, 1999, the trading price of Southern Union common stock ranged from $13.16 per share to $24.38 per share. Comparison of Selected Peer Companies. Legg Mason compared selected historical stock market and balance sheet data and financial ratios for PEI to the corresponding data and ratios of the following companies: Colonial Gas Company, Connecticut Energy Corp., CTG Resources, Inc., Laclede Gas Company, North Carolina Natural Gas Corp., NUI Corp., Providence Energy Corp., South Jersey Industries, Inc. and Yankee Energy System, Inc. The multiples of PEI were calculated using a price of $29.69 per share for PEI common 15 stock, the closing price as of June 4, 1999. Such data and ratios included, among other things, equity value as a multiple of latest twelve months ("LTM") earnings per share ("EPS"), projected 1999 earnings per share, projected 2000 earnings per share and stockholders' equity; total market capitalization as a multiple of LTM revenues, of LTM earnings before interest, taxes, depreciation and amortization ("EBITDA") and of LTM earnings before interest and taxes ("EBIT"). Projected earnings per share data was provided by First Call Analysts' Research and FactSet Data Systems. EBITDA (which is not a measure of financial performance under generally accepted accounting principles) is used by investment banking firms as one measure of a company's financial performance. EBITDA should not be construed as an alternative to operating income (as determined in accordance with generally accepted accounting principles), as an indicator of a company's performance or cash flows from operating activities (as determined in accordance with generally accepted accounting principles) or as a measure of liquidity. An analysis of equity value as a multiple of LTM earnings per share for the selected peer companies yielded a range of 15.2x to 26.7x with a median of 19.2x as compared to 27.0x for PEI or 31.9x under the terms of the contemplated transaction. An analysis of equity value as a multiple of projected 1999 EPS yielded a range of 14.4x to 21.6x with a median of 17.2x as compared to 22.0x for PEI or 25.9x under the terms of the contemplated transaction. An analysis of equity value as a multiple of projected 2000 EPS yielded a range of 12.4x to 19.1x with a median of 15.4x as compared with 20.5x for PEI or 24.1x under the terms of the contemplated transaction. An analysis of total market capitalization as a multiple of LTM EBITDA yielded a range of 6.2x to 9.6x with a median of 7.6x as compared to 11.8x for PEI or 13.3x under the terms of the contemplated transaction. An analysis of total market capitalization as a multiple of LTM EBIT yielded a range of 8.7x to 14.1x with a median of 11.5x as compared to 16.2x for PEI or 18.2x under the terms of the contemplated transaction. Selected Transactions Analysis. Using publicly available information, Legg Mason analyzed the purchase price and implied transaction value multiples paid or announced to be paid in the following selected merger and acquisition transactions in the gas distribution utility industry: Eastern Enterprises/Colonial Gas Co.; Energy East Corp./Connecticut Energy Corp.; Carolina Power and Light/North Carolina Natural Gas; Dominion Resources, Inc./Consolidated Natural Gas; NiSource Inc./Bay State Gas; Eastern Enterprises/Essex County Gas Co.; and Atmos Energy Corp./United Cities Gas Co. (the "Selected Transactions"). Such analysis indicated that for the Selected Transactions, (i) total transaction value as a multiple of LTM revenue ranged from 1.7x to 3.2x with a mean of 2.4x compared to 2.3x for the contemplated transaction, (ii) total transaction value as a multiple of LTM EBITDA ranged from 7.5x to 13.9x with a mean of 9.8x, as compared to 13.3x for the contemplated transaction, (iii) equity value as a multiple of LTM net income ranged from 20.0x to 26.4x with a mean of 21.8x, as compared to 31.9x for the contemplated transaction, and (iv) equity value as a multiple of stockholders' equity ranged from 1.9x to 2.9x with a median of 2.4x as compared to 2.6x for the contemplated transaction. No company, transaction, or business used in the comparison with comparable companies or selected transactions analysis as a comparison is identical to PEI or the merger. Accordingly, an analysis of the results of the foregoing is not entirely mathematical. Instead, it involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the comparable companies, selected transactions or the company or transaction to which they are being compared. Discounted Cash Flow Analysis. Legg Mason performed a discounted cash flow analysis of PEI. Legg Mason calculated a net present value of estimated free cash flows for the years 2000 through 2004 using discount rates ranging from 6.2% to 8.2%. Legg Mason calculated PEI's terminal values in the year 2004 based on multiples ranging from 10.4x EBIT to 12.7x EBIT. These terminal values were then discounted to present value using discount rates from 6.2% to 8.2%. Using the foregoing terminal values and discounted cash flows for PEI, the equity value ranged from $19.12 to $29.88, as compared to the equity value implied by the exchange ratio of $35.00 per share. 16 The preparation of a fairness opinion is a complex process and is not necessarily susceptible to practical analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Legg Mason's opinion. In arriving at its fairness determination, Legg Mason considered the results of all such analyses. The analyses were prepared solely for purposes of Legg Mason providing its opinion to the PEI board as to the fairness of the merger consideration pursuant to the merger agreement to the holders of shares of PEI common stock and do not purport to be appraisals that necessarily reflect the prices at which assets, businesses or securities actually may be sold. Analyses based on forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because such analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties, none of PEI, Southern Union, Legg Mason or any other person assumes responsibility if future results are materially different from those forecast. As described above, Legg Mason's opinion to the PEI board was one of the many factors taken into consideration by the PEI board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Legg Mason and is qualified by reference to the written opinion of Legg Mason set forth in Appendix B hereto. Legg Mason, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. PEI selected Legg Mason as its financial adviser because Legg Mason is a nationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Legg Mason has previously rendered certain investment banking and financial advisory services to PEI. Legg Mason provides a full range of financial, advisory and brokerage services and in the course of its normal trading activities may from time to time effect transactions and hold positions in the securities or options on securities of PEI and/or Southern Union for its own account and for the accounts of customers. Pursuant to an engagement letter dated May 27, 1999, PEI engaged Legg Mason to act as its financial advisor in connection with the possible merger of PEI and Southern Union. Pursuant to the terms of the engagement letter, PEI agreed to pay Legg Mason $25,000 upon execution of the engagement letter and $450,000 upon delivery of a written fairness opinion to the board. PEI has agreed to reimburse Legg Mason for its reasonable out-of-pocket expenses, including attorney's fees, and to indemnify Legg Mason against certain liabilities, including certain liabilities under federal securities laws. Southern Union Background of the Merger Since 1990 when a new group of stockholders acquired Southern Union and the Lindemann-led management team took office, Southern Union has carefully monitored developments in the natural gas utility industry and periodically evaluated Southern Union's long-term position and strategic alternatives in view of the trend toward deregulation and consolidation in the gas distribution industry. Since then, the Southern Union board has consistently supported a strategy to build stockholder value. As a result, Southern Union's management has explored and developed strategic plans to respond to the evolving competitive environment. Southern Union's management has concluded that Southern Union's competitive position and growth prospects in this new environment would be significantly enhanced by, among other things, increasing the scale of its operations and the size of its customer base. To achieve this strategic goal, Southern Union has, among other things, analyzed, pursued and attempted to consummate possible business combinations with other natural gas distribution companies. In late September 1998, Messrs. Brennan and Karam at a coincidental meeting discussed, in general terms, their respective companies and whether it would be appropriate to initiate further discussions between 17 representatives of Southern Union and PEI regarding a possible business combination. To follow-up this conversation, on October 5, 1998, Southern Union sent Mr. Karam copies of Southern Union's recently released 1998 Summary Annual Report to Stockholders, Annual Report on Form 10-K for the fiscal year ended June 30, 1998 and Proxy Statement for Southern Union's 1998 annual meeting of stockholders. On March 1, 1999, following general conversations between Mr. Simms, Mr. Karam and Mr. Brennan, about the energy industry and the philosophies of their two companies, Mr. Karam met with Mr. Lindemann and Mr. Brennan to discuss the possibility of a strategic relationship between PEI and Southern Union and to arrange for a meeting between Messrs. Simms and Karam and Southern Union management in Austin, Texas. On March 3, 1999, Mr. Brennan, Peter H. Kelley, the President and Chief Operating Officer of Southern Union, and Ronald J. Endres, the Executive Vice President and Chief Financial Officer of Southern Union, met with Messrs. Simms and Karam. At this meeting, the Southern Union and PEI participants discussed the possibility of a business combination between Southern Union and PEI. On March 4, the parties continued their discussions and throughout the day were joined by various members of Southern Union's senior management team who described various aspects of business and operations of Southern Union, particularly its natural gas distribution divisions in Texas, Missouri and Florida, to PEI's representatives. At the conclusion of the March 4th meeting, Southern Union's representatives indicated their desire to submit a proposal to acquire PEI through a merger or other business combination. Mr. Karam, on behalf of PEI, indicated that PEI would evaluate a Southern Union proposal. On March 19, 1999, Mr. Karam and Mr. Brennan had a general conversation about the financial terms of a merger. On April 8, 1999, Messrs. Simms and Karam met with Messrs. Lindemann and Brennan to discuss more specifically a possible strategic relationship. Mr. Lindemann expressed a desire to proceed and make an indication of interest. On April 12, 1999, representatives of Southern Union visited PEI's facilities to conduct a limited business investigation of PEI and to discuss the details of a merger with Mr. Karam. On April 19 and 20, 1999, representatives of Southern Union visited PEI to discuss the proposed transaction with Messrs. Simms and Karam and to continue their business investigation of PEI. On May 10, 1999, PEI and Southern Union entered into a Confidentiality Agreement. Shortly thereafter, Southern Union submitted an oral proposal to acquire PEI at a price of $35.00 a share, consisting of shares of Southern Union common stock valued at $32.00 plus $3.00 in cash, with a collar on the share exchange ratios to be determined prior to the execution of a definitive merger agreement. During the next ten days, Southern Union discussed the major terms of the merger with Messrs. Simms and Karam and PEI's legal advisors. On May 20, 1999, the Southern Union board met, with all members participating by telephone, except for Frank W. Denius, who did not participate in the meeting. Also participating were Mr. Endres and Southern Union's outside legal counsel, Fleischman and Walsh, L.L.P. At the meeting, Southern Union's management and counsel reported on the status of the discussions with PEI and provided the Southern Union board with an overview of transaction issues. The Southern Union board discussed elements of a potential combination with PEI and authorized management to continue the discussions. On May 24, 1999, representatives of Southern Union made a presentation to the PEI board on Southern Union, including its business plan and historical pro forma financial information, and responded to questions from the PEI board. Messrs. Lindemann, Kelley and Endres met with Messrs. Simms and Karam on May 25, 1999 to negotiate certain financial terms of the merger agreement. They agreed on a collar which fixed the exchange ratio if 18 Southern Union's average trading price as of the closing date was more than 105% of the closing price of a share of Southern Union common stock on the trading day immediately preceding the date the merger agreement was executed or less than 90% of the closing price of a share of Southern Union common stock on the trading day immediately preceding the date the merger agreement was executed. They also agreed that the cash portion of the merger consideration would be more than $3.00 per share if as of the closing date the average trading price of a share of Southern Union common stock was below 90% of the closing price of a share of Southern Union common stock on the trading day immediately preceding the date the merger agreement was executed. On May 26, 1999, counsel for both parties met for the first time to begin negotiating the terms of the merger agreement, drafts of which had been exchanged by counsel during the previous two weeks. Over the next twelve days, counsel for both parties exchanged additional drafts of the merger agreement and negotiated its final terms. On June 4, 1999, the Southern Union board met with senior members of Southern Union's management, representatives of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), the company retained by Southern Union to render an opinion as to the fairness to Southern Union from a financial point of view of the consideration to be paid by Southern Union in connection with the merger, and its outside legal counsel, Fleischman and Walsh, L.L.P. At the meeting, Southern Union's management reported on the understandings that had been reached with respect to the principal remaining open issues relating to the merger, the results of their financial analysis of PEI and the anticipated results of Southern Union's completion of its due diligence review of PEI and its subsidiaries and made a presentation on the principal reasons for the merger. Southern Union's outside legal counsel described the provisions of the merger agreement and the responsibilities of the directors with respect to their decision on the merger agreement, and DLJ rendered its oral opinion as to the fairness of the transaction from a financial point of view to Southern Union. The Southern Union board discussed and then unanimously approved the merger agreement and unanimously voted to recommend its approval to Southern Union stockholders. The next business day, Monday, June 7, 1999, the PEI board met to consider the merger agreement. At the request of Southern Union, the NYSE agreed not to open trading in the stock of Southern Union while the PEI board and its advisors continued discussions of the merger. Likewise, at the request of the PEI board, the NYSE agreed not to open trading in the stock of PEI while the PEI board continued its discussions. After the PEI board approved the merger agreement, the merger agreement was signed by both companies, the merger was publicly announced and the stocks of Southern Union and PEI were permitted to open for trading. Southern Union Reasons for the Merger The board of directors and management of Southern Union believe that the merger will help position Southern Union to become one of the premier natural gas distribution companies in the nation. In addition, the merger will enhance the competitive position of Southern Union in an industry recently subjected to deregulation and consolidation by increasing its financial flexibility and providing strategic growth opportunities that will benefit Southern Union, its stockholders, customers and employees. Southern Union's management believes that some of the specific financial and strategic reasons that make the merger desirable are as follows: . Market Diversification in an Attractive Region. The merger allows Southern Union to further diversify its service territory. By operating in diverse geographic areas, Southern Union's earnings will be less susceptible to weather and economic conditions in any one region. . Increase Market Float of Southern Union's Equity. Certain members of Mr. Lindemann's family collectively own approximately 39%, certain members of the Bass family collectively own approximately 9%, and officers and directors of Southern Union (other than members of Mr. Lindemann's family) own approximately 5% of the 31,235,697 shares of Southern Union common stock outstanding on September 3, 1999. As a result of the merger, Southern Union will 19 issue to PEI stockholders between approximately 15.3 million and 17.8 million shares of Southern Union common stock. The issuance of these shares will mean that Southern Union's market float (excluding the shares held by members of Mr. Lindemann's family and other insiders, and certain members of the Bass family) will more than double upon completion of the merger. This relatively large issuance of common stock may increase the investment community's research coverage of Southern Union (currently two analysts) and possibly increase the liquidity of Southern Union common stock. . Entry Into the Electricity Industry. In the fourth quarter of 1997, PG Energy Services Inc., a subsidiary of PEI, began marketing electricity and related products and services under the name PG Energy PowerPlus (a trademark of PG Energy Services Inc.), principally in northeastern and central Pennsylvania. In addition, another subsidiary of PEI, PEI Power Corporation, began generating and selling electricity in July 1998, upon completion of modifications to its cogeneration facility that enable it to burn both natural gas and methane. Southern Union is not currently engaged in the business of selling, marketing and generating electricity. As a result of the merger, Southern Union will have the opportunity to expand into a new energy market. If these electricity ventures are successful, Southern Union could transfer this experience to its other markets. . Southern Union's Ability to Make Other Acquisitions. The increased size, reduced leverage and increased debt capacity resulting from the merger may increase Southern Union's financing capacity so as to improve Southern Union's prospects for completing other significant acquisitions. Increased market float may increase the opportunity for Southern Union to use its stock to acquire attractive assets. Shares of Southern Union common stock have historically traded at multiples in excess of comparable companies. Recommendation of the Southern Union Board At a special meeting held on June 4, 1999, the Southern Union board unanimously approved the merger agreement and the merger. Accordingly, Southern Union's board of directors recommends that Southern Union stockholders vote FOR the approval of the merger agreement and stock issuance. In determining to approve, and recommend that Southern Union stockholders approve, the merger agreement and related transactions, and in reaching its determination that the merger is in the best interest of Southern Union, its stockholders, customers and employees, the Southern Union board consulted with and relied upon information and reports prepared or presented by Southern Union's management and Southern Union's legal and financial advisors. The following are the material factors considered by the Southern Union board, some of which contained both positive and negative elements: . the factors described under "--Southern Union Reasons for the Merger"; . the terms of the merger agreement described under "The Merger Agreement"; . the likelihood of receipt of timely and satisfactory regulatory approvals for the mergers; . the risk of fluctuations in the price of Southern Union common stock prior to the consummation of the merger, including the potential effects of the public announcement of the merger on the trading price of Southern Union common stock; . the risk that the merger would not be consummated; . the substantial management time and effort that will be required to consummate the merger and integrate the operations of the two companies, and the risks inherent in such integration; . other matters described under "Forward-Looking Statements May Prove Inaccurate"; . the results of Southern Union's business investigation of PEI and its subsidiaries; and . the opinion of DLJ that as of the date of DLJ's fairness opinion and subject to the considerations described therein, the financial terms of the merger are fair, from a financial point of view, to Southern Union (see "The Merger--Opinion of Southern Union's Financial Advisor"). 20 The foregoing discussion of the information and factors considered by the Southern Union board is not intended to be all-inclusive. In view of the wide variety of factors considered in connection with its evaluation of the proposed merger, the Southern Union board did not find it practicable to, and did not, quantify or otherwise attempt to assign relative weights to the foregoing factors. Rather, the Southern Union board based its recommendation on the totality of the information presented to and considered by it. Opinion of Southern Union's Financial Advisor Southern Union retained DLJ to render its opinion to the Southern Union board as to the fairness to Southern Union, from a financial point of view, of the merger consideration to be paid by Southern Union to the PEI stockholders pursuant to the merger agreement. On June 6, 1999, DLJ delivered an oral opinion to the Southern Union board, subsequently confirmed in writing as of the same date, to the effect that as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications set forth in such opinion, the merger consideration to be paid by Southern Union pursuant to the merger agreement was fair to Southern Union from a financial point of view. As described above under "--Southern Union Reasons for the Merger," the DLJ opinion was only one of many factors taken into consideration by the Southern Union board in making its determination to approve the merger agreement. The full text of the DLJ opinion is attached to this proxy statement as Appendix C. You are urged to read the DLJ opinion in its entirety for the assumptions made, procedures followed, other matters considered and limits of the review undertaken in arriving at such opinion. The DLJ opinion was prepared for the Southern Union board and is directed only to the fairness to Southern Union, from a financial point of view, of the merger consideration. The DLJ opinion does not: . address the relative merits of the merger and the other business strategies considered by Southern Union and does not address the underlying decision to proceed with the merger; . constitute a recommendation to any stockholder as to how such stockholder should vote with respect to the merger and related transactions; or . constitute an opinion as to the price at which Southern Union common stock will actually trade at any time. DLJ was not engaged by Southern Union to act as its financial advisor, or as an advisor to or agent of Southern Union stockholders or any other person, in connection with the merger. Accordingly, DLJ was not requested to, and did not, advise Southern Union with respect to the structure, relative merits or terms of the merger (other than with respect to the fairness opinion summarized herein), nor was DLJ requested, and DLJ did not attempt, to identify potential alternative transactions. The merger consideration was determined in arms-length negotiations between Southern Union and PEI, in which negotiations DLJ did not participate or advise Southern Union. In arriving at its opinion, DLJ reviewed, among other things, the June 6, 1999 draft of the merger agreement. DLJ also reviewed certain financial and other information that was publicly available or furnished to it by Southern Union, including information provided during discussions with Southern Union management. Included in the information provided to DLJ were certain financial projections of Southern Union prepared by the management of Southern Union, certain financial projections of PEI prepared by the managements of PEI and Southern Union, and certain pro forma financial projections of Southern Union and PEI prepared by the management of Southern Union. In addition, DLJ compared certain financial and securities data of Southern Union and PEI with various other companies whose securities are traded in public markets, reviewed the historical stock prices and trading volumes of Southern Union common stock and PEI common stock, reviewed prices and premiums paid in certain other business combinations and conducted such other financial studies, analyses and investigations as DLJ deemed appropriate for purposes of rendering its opinion. Southern Union did not impose any restrictions or limitations upon DLJ regarding the investigations made or the procedures followed by DLJ. 21 In rendering its opinion, DLJ relied upon and assumed the accuracy and completeness of all of the financial and other information that was available to it from public sources, that was provided to it by Southern Union and PEI or their respective representatives, or that was otherwise reviewed by it. DLJ also assumed that the financial projections and estimates of operating synergies were reasonably prepared on bases reflecting the best currently available estimates as to the future operating and financial performance of Southern Union and PEI, respectively. DLJ has not assumed any responsibility for making any independent evaluation or appraisal of the assets or liabilities of Southern Union or PEI, nor did DLJ independently verify the information reviewed by it. DLJ relied on the advice of counsel to Southern Union as to certain legal matters. DLJ performed each of the analyses summarized below in order to provide a different perspective on the merger and add to the total mix of information available. However, although the separate analyses are summarized below, DLJ believes that its analyses must be considered as a whole. Selecting portions of the analyses or of the summary set forth below, without considering the analyses as a whole, could create an incomplete or misleading view of the processes underlying the DLJ opinion. In arriving at its opinion, DLJ considered the results of each of these analyses together, in their totality and in light of each of the other analyses. DLJ did not attempt to assign specific weights to particular analyses or factors considered, but rather made qualitative judgments as to the significance and relevance of all of the factors and analyses considered in arriving at its opinion. Analyses relating to the value of businesses or securities are not appraisals and do not reflect the prices at which the businesses or securities can actually be sold. Stockholders should understand that no company or transaction used in DLJ's analyses as a comparison is directly comparable to Southern Union, PEI or the merger. It should also be understood that analyses based upon projections or forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties, none of Southern Union, PEI or DLJ or any other person assumes responsibility if future results are different from those forecast. The DLJ opinion is necessarily based on economic, market, financial and other conditions as they existed on, and on the information made available to DLJ as of, the date of its opinion. It should be understood that, although subsequent developments may affect its opinion, DLJ does not have any obligation to update, revise or reaffirm its opinion as a result of changes in such conditions or otherwise. Set forth below is a description of the material elements of DLJ's presentation to the Southern Union board on June 6, 1999 in connection with the preparation of the DLJ opinion. Unless otherwise indicated, all analyses summarized below are based on the closing price of Southern Union common stock on June 4, 1999 of $21.6250 per share and the closing price per share of PEI common stock on that date of $29.6875. Assuming the average trading price of Southern Union common stock as of the date of the consummation of the merger will be equal to the closing price for the Southern Union common stock on June 4, 1999, the exchange ratio pursuant to the merger agreement would equal 1.48 (i.e., 32.000/21.625 = 1.48). If the average trading price of Southern Union common stock as of the date of the consummation of the merger is $19.46 (i.e., the high end of the collar) or less, the exchange ratio pursuant to the merger agreement would equal 1.64 (i.e., 32.0000/19.4625 = 1.64). It should be understood that DLJ makes no prediction, and there can be no assurance, as to what the average trading price or the exchange ratio will actually be. Discounted Cash Flow Analysis. DLJ performed a discounted cash flow analysis for the period from calendar year 1999 to calendar year 2003 on the projected, stand-alone operating free cash flows of Southern Union and PEI, assuming the merger had not occurred. Operating free cash flows were calculated as the after-tax operating earnings of Southern Union and PEI, before any cost savings, plus depreciation and amortization, deferred taxes and net changes in working capital and other assets, minus projected capital expenditures. These operating free cash flows estimates were based upon projections provided by management of Southern Union. DLJ calculated terminal values for both Southern Union and PEI by applying a range of estimated EBITDA multiples of 7.5x to 9.5x in 2003. The operating free cash flows and terminal values were 22 then discounted to the present year using a range of discount rates of 7.5% to 9.5%. These discount rates represent an estimated range of the weighted average cost of capital of Southern Union and PEI. DLJ analyzed the results of its discounted cash flow analysis and calculated implied exchange ratios, adjusting for the cash to be paid to PEI's stockholders upon consummation of the merger. This analysis produced a range of implied exchange ratios from 1.45x to 1.71x. Such implied exchange ratios are comparable to the exchange ratio at June 4, 1999 of 1.48x (or 1.64x at the high end of the collar). Relative Contribution Analysis. DLJ analyzed the relative contributions of Southern Union and PEI to the projected net income and cash net income (net income plus goodwill amortization) of the combined company for the calendar years 1999 through 2003, calculated both before and after allocating any potential cost savings. Net income and cash net income estimates for these future periods were based upon projections provided by management of Southern Union. Southern Union's net income and cash net income, assuming no potential cost savings, as a percentage of the combined company ranged from 64.4% to 71.3% and from 66.4% to 72.5%, respectively. Such net income and cash net income contributions, after adjusting for the cash to be paid to PEI's stockholders upon consummation of the merger, would imply a range of exchange ratios from 1.04x to 1.43x and from 0.98x to 1.31x, respectively. Southern Union's net income and cash net income, assuming savings from the elimination of duplicative public company cost, as a percentage of the combined company ranged from 56.1% to 63.9% and from 58.3% to 65.4%, respectively. Such net income and cash net income contributions, after adjusting for the cash to be paid to PEI's stockholders upon consummation of the merger, would imply a range of exchange ratios from 1.47x to 2.03x and from 1.37x to 1.86x, respectively. Such implied exchange ratios are comparable to an exchange ratio of 1.48x (or 1.64x at the high end of the collar). The results of the relative contribution analysis are not necessarily indicative of the relative contributions that Southern Union and PEI may actually make to the combined company. Historical Exchange Ratio Analysis. DLJ analyzed the closing prices of Southern Union common stock and PEI common stock over the three year period prior to June 4, 1999 and calculated implied exchange ratios, adjusting for the cash to be paid to PEI's stockholders upon consummation of the merger. This analysis produced a range of implied exchange ratios from 0.84x to 1.94x. In addition, DLJ calculated the average implied exchange ratio, as adjusted for the cash to be paid to PEI's stockholders upon consummation of the merger, over the three year period prior to June 4, 1999 to be 1.33x. Such implied exchange ratios are comparable to an exchange ratio of 1.48x (or 1.64x at the high end of the collar). Combined Company Merger Analysis. DLJ prepared analyses of the financial impact of the merger on the combined company using earnings estimates for Southern Union and PEI provided by Southern Union management for the period from fiscal 1999 through 2003. These analyses assumed cost savings resulting from the elimination of duplicative public company cost. Based on an exchange ratio of 1.48x, this analysis indicated that the merger is expected to have a neutral impact on the combined company's earnings per share in 1999 and 2000, and a marginally dilutive impact on EPS from 2001 to 2003 within a range of 0.5% to 2.7% below Southern Union's stand-alone EPS estimates. (Assuming an exchange ratio of 1.64x at the high end of the collar, this analysis indicated combined company EPS figures for the period from 1999 to 2003 which are within a range of 6.6% to 9.5% below Southern Union's stand-alone EPS estimates). DLJ also prepared analyses of the financial impact of the merger on the combined company using estimates of cash earnings per share (i.e., generally, net income plus goodwill amortization, divided by the total number of shares outstanding) ("Cash EPS") for Southern Union and PEI provided by Southern Union management for the period from fiscal 1999 through 2003. These analyses assumed the elimination of duplicative public company cost resulting from the merger. Based on an exchange ratio of 1.48x, this analysis 23 indicated that the merger is expected to be accretive to Cash EPS from 1999 to 2003 within a range of 5.3% to 10.6% above Southern Union's stand-alone Cash EPS estimates. (Assuming an exchange ratio of 1.64x at the high end of the collar, this analysis indicated combined company Cash EPS that is marginally accretive to Cash EPS from 1999 to 2001, within a range of 1.4% to 3.1% above Southern Union's stand-alone Cash EPS estimates, and marginally dilutive to Cash EPS in 2002 and 2003, within a range of 0.7% to 1.6% below Southern Union's stand-alone Cash EPS estimates.) Engagement Letter. Pursuant to an engagement letter dated June 4, 1999, Southern Union agreed to pay DLJ a fee of $750,000 upon DLJ's delivery of its opinion. No part of DLJ's fee is contingent upon consummation of the merger. Southern Union also agreed to reimburse DLJ for all of its out-of-pocket expenses (including fees and expenses of counsel retained by DLJ), and to indemnify DLJ and certain related persons and entities against certain liabilities (including liabilities under the federal securities laws), arising out of DLJ's engagement. DLJ has performed investment banking and other services for Southern Union in the past and has been paid for such services, including, during the last two years, receipt of a $500,000 retainer for certain services performed in connection with Southern Union's efforts to acquire Southwest Gas Corporation. In the ordinary course of business, DLJ may actively trade the securities of both Southern Union and PEI for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. DLJ, as part of its investment banking services, is regularly engaged in the valuation of businesses and securities in connection with mergers, acquisitions, underwritings, sales and distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Potential Conflicts and Interests of Certain Persons in the Merger In considering the recommendation of the Southern Union board with respect to the merger, you should be aware that members of PEI's management and the PEI board have the following interests in the merger that may be different from, or in addition to, the interests of PEI stockholders generally and represent conflicts of interest. Change in Control Agreements. PEI has severance agreements containing change in control provisions with Vincent A. Bonaddio, Harry E. Dowling, John F. Kell, Jr. and Donna M. Abdalla. These agreements were entered into prior to 1999 and before PEI began to explore the possibility of a strategic stock-for-stock merger. These agreements provide that, if during a period of 36 months (the "Employment Period") following a "Change in Control" of PEI (as defined in the agreements and which will be deemed to have occurred for purposes hereof at the effective time), the officer is terminated without cause or terminates his or her own employment as a result of certain adverse actions by PEI or its successors, as more fully set forth in such agreements, such officer shall receive a lump sum severance amount and continuation of certain welfare plan benefits. The lump sum severance payment is an amount equal to two times the highest annual (or annualized) compensation paid to the executive during the three-year period ending before the date of termination. The maximum value of the severance payments which may become payable to these four executive officers in the aggregate under the terms of their agreements is approximately $999,500. In addition, if an executive is terminated during the applicable Employment Period, the executive will also be provided with continued life insurance, hospitalization and medical plans providing benefits which are substantially comparable to those provided to the executive under benefit plans of PEI in effect immediately prior to the change in control of PEI until the earlier of the third anniversary of the change in control or such time as the executive has obtained new employment and is covered by equivalent benefits. The additional lump sum and welfare benefits payable to an individual in event of such a termination are limited to the amounts that may be paid without causing the payments to constitute excess parachute payments within the meaning of Section 280G of the Internal Revenue Code. 24 In addition, Mr. Karam has an employment agreement with PEI that provides for severance benefits. He may agree to forego these benefits and enter into an employment agreement with Southern Union. Stock Options. Officers of PEI hold options granted under the 1992 Stock Option Plan. In the event of a "Change of Control" (as defined in this plan), all outstanding options become fully exercisable and vested. The approval by the PEI stockholders of the merger agreement would be a "Change of Control" for these purposes. Officers and directors of PEI hold options granted under the Stock Incentive Plan. Most of these options are subject to the achievement of specified financial and operational goals for PEI. If these goals are not met, the options will be forfeited. However, in the event of a "Change of Control" (as defined in this plan), all outstanding options not previously forfeited will become fully exercisable and vested. The approval by the PEI stockholders of the merger agreement would be a "Change of Control" for these purposes. As of September 3, 1999, there were outstanding options held by directors and officers to purchase 513,350 shares of PEI common stock. To the extent not currently exercisable, all of these options would become exercisable as of the date of PEI stockholder approval of the merger agreement. Deferred Compensation Plan. PEI's Directors Deferred Compensation Plan permits outside directors to defer director's fees in the form of stock units. Settlement of the stock units credited to a director's account is made as of the first business day following the director's termination of service as a director. In the event of a "Change of Control" (as defined in this plan), all stock units credited to a director's account will be settled as of the date of the Change of Control for cash equal to the highest price of PEI common stock in any transaction reported on the NYSE, or paid or offered in any transaction related to a Change of Control, at any time during the 90-day period ending with the Change of Control. The approval by the PEI stockholders of the merger agreement would be a "Change of Control" for these purposes. As of September 3, 1999, an aggregate of 15,816 stock units were outstanding. Director Retirement Plan. PEI's Director Retirement Plan provides retirement benefits to members of PEI's board and PG Energy's board who are not employees of PEI or any subsidiary of PEI. Upon a "Change of Control" (as defined in this plan), eligible directors and former directors who have retired with an entitlement to benefits under this plan (of which there are none) will receive lump sum cash payments based upon years of service. The approval by the PEI stockholders of the merger agreement would be a "Change of Control" for these purposes. Approximately $500,000 will be payable under this plan if the PEI stockholders approve the merger agreement. Defense, Indemnification and Insurance for PEI Officers and Directors. For a period of six years after the effective time, Southern Union has agreed to indemnify and hold harmless the present and former officers and directors of PEI and its Subsidiaries in respect of acts or omissions occurring prior to the effective time to the extent provided under PEI's restated articles of incorporation and bylaws in effect on the date hereof; provided, however, that if any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of such claims shall continue until the final disposition of any and all such claims. For six years after the effective time, Southern Union will use its reasonable best efforts to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the effective time covering each such person currently covered by PEI's officers' and directors' liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided that in satisfying this obligation, if the annual premiums of such insurance coverage exceed 200% of the previous year's premiums, Southern Union will be obligated to obtain a policy with the best coverage available, in the reasonable judgment of Southern Union's board, for a cost not exceeding such amount. See "The Merger Agreement--Indemnification and Insurance for PEI Officers and Directors." Election of PEI Representatives to the Southern Union Board. The merger agreement provides that following the effective time, Southern Union will elect three members of the PEI board (selected prior to the 25 effective time), to serve on the Southern Union board for a term of at least three years from the effective time. See "The Merger Agreement--Covenants and Other Agreements--Certain Other Covenants and Agreements." Significant U.S. Federal Income Tax Consequences of the Mergers The following discussion is intended only as a summary of the material U.S. federal income tax consequences of the merger to Southern Union, PEI and Southern Union stockholders and does not purport to be a complete analysis or description of all potential tax effects of the merger. In addition, the discussion does not address all of the tax consequences that may be relevant to particular taxpayers in light of their personal circumstances or to taxpayers subject to special tax rules (for example, insurance companies, financial institutions, dealers in securities, tax-exempt organizations, banks, foreign taxpayers and taxpayers holding common stock as parts of straddles). No information is provided with respect to the tax consequences, if any, of the merger under applicable foreign, state, local or other tax laws. The discussion is based upon the provisions of the Internal Revenue Code, applicable Treasury regulations thereunder, IRS rulings and judicial decisions, as in effect as of the date of this proxy statement. There can be no assurance that future legislative, administrative or judicial changes or interpretations will not affect the accuracy of the statements or conclusions set forth herein. Any such change could apply retroactively and could affect the accuracy of such discussion. Each stockholder of Southern Union is urged to consult such stockholder's own tax advisor as to the specific tax consequences to such stockholder of the merger under U.S. federal, state, local or any other applicable tax laws. This summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision whether to approve the merger. This summary is provided for general information purposes only and does not constitute legal or tax advice. Tax Opinions. The obligation of Southern Union to consummate the merger is conditioned on its receipt on the closing date of an opinion from Roberts & Holland LLP, tax counsel to Southern Union, that the merger will qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code and the subsidiary mergers will each constitute a tax-free liquidation under Section 332 of the Internal Revenue Code or a tax-free reorganization under Section 368(a) of the Internal Revenue Code (the "Southern Union Tax Opinion"). The obligation of PEI to consummate the merger is conditioned on its receipt on the closing date of an opinion from Hughes Hubbard & Reed LLP, PEI's special counsel, that the merger will qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code (the "PEI Tax Opinion"). Each of the Southern Union Tax Opinion and the PEI Tax Opinion will be based on certain representations contained in letters from Southern Union, PEI and others delivered for the purpose of the opinions and will be subject to certain limitations and qualifications similar to those set forth in this discussion of significant U.S. federal income tax consequences of the mergers. Each of the Southern Union Tax Opinion and the PEI Tax Opinion will be based on certain assumptions, including that the mergers will be consummated exactly as described in this proxy statement and in the merger agreement. An opinion of counsel represents only counsel's best judgment and has no binding effect or official status of any kind; and no assurance can be given that contrary positions will not be taken by the IRS or by a court considering the issues. Neither Southern Union nor PEI has requested or intends to request a ruling from the IRS with regard to any of the federal income tax consequences of the mergers. The discussions below of "Consequences to Southern Union Stockholders" and "Consequences to Southern Union and PEI" assume that the merger will qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code and the subsidiary mergers will each constitute a tax-free liquidation under Section 332 of the Internal Revenue Code or a tax-free reorganization under Section 368(a) of the Internal Revenue Code. 26 Consequences to Southern Union Stockholders. Southern Union stockholders will not exchange or otherwise dispose of their Southern Union common stock in any of the mergers. They will therefore realize no taxable gain or loss whatsoever. Consequences to Southern Union and PEI. No gain or loss will be recognized by Southern Union, PEI, PG Energy or Honesdale by reason of the mergers. Regulatory Matters The following is a summary of the material regulatory requirements affecting the merger. While there can be no guarantee if and when any of the consents or approvals required for the mergers will be obtained or as to the conditions that they may contain and even though Southern Union and PEI have not yet filed for the required approvals from all of the agencies discussed, Southern Union's and PEI's managements currently believe that the necessary approvals can be obtained in the last quarter of 1999. State Approvals and Related Matters. The utility operations of Southern Union are subject to the regulatory jurisdiction of the Missouri Public Service Commission ("MPSC"), the Florida Public Service Commission ("FPSC"), the Railroad Commission of Texas ("RRC") and various municipalities in Texas where Southern Union conducts business. The MPSC must approve the mergers. Southern Union must also receive approval from the FPSC with respect to the securities issued and long-term debt assumed by Southern Union in connection with the mergers. No RRC or municipality approvals are required. The utility operations of PEI's subsidiaries are subject to the regulatory jurisdiction of the Pennsylvania Public Utility Commission ("PPUC"). The PPUC must also approve the mergers. Assuming the requisite regulatory approvals are obtained, the combined company and its utility operations will remain subject to the regulatory jurisdiction of the MPSC, FPSC, PPUC, RRC and various municipalities in Texas. Federal Energy Regulatory Commission Approval. Certain of the electric operations of certain of PEI's subsidiaries are subject to the regulatory jurisdiction of the Federal Energy Regulatory Commission ("FERC"). The FERC must approve the change in control of these subsidiaries. Assuming such approvals are obtained, those subsidiaries and their electric operations will remain subject to the regulatory jurisdiction of the FERC. Antitrust Considerations. Under the Hart-Scott-Rodino Act and the rules promulgated thereunder by the Federal Trade Commission (the "FTC"), the mergers may not be consummated until notifications have been given and certain information has been furnished to the FTC and the U.S. Department of Justice Antitrust Division ("Antitrust Division") and specified waiting period requirements have been satisfied. The expiration or earlier termination of the Hart-Scott-Rodino Act's waiting period does not preclude the U.S. Department of Justice or the FTC from challenging the mergers on antitrust grounds either before or after consummation of the mergers. Private parties and state attorneys general may also bring legal action under federal or state antitrust laws under certain circumstances. Southern Union and PEI filed notification and report forms under the Hart-Scott-Rodino Act with the FTC and the Antitrust Division on July 23, 1999 and August 5, 1999, respectively, and were granted early termination of the Hart-Scott-Rodino Act's waiting period on August 20, 1999. General. Southern Union and PEI's utility subsidiaries possess rights and franchises, and environmental permits and licenses. Some of these may need to be transferred, renewed or replaced as a result of the mergers. The companies do not anticipate any difficulties at the present time in making or obtaining such transfers, renewals or replacements. Under the merger agreement, Southern Union and PEI have agreed to use their reasonable best efforts to obtain all necessary material permits, licenses, franchises and other governmental authorizations needed to 27 consummate or effect the transactions contemplated by the merger agreement. Various parties may seek intervention in the proceedings associated with the regulatory approval process in an attempt to oppose the merger or to have conditions imposed upon the receipt of the necessary approvals. Although Southern Union and PEI believe that they will receive the requisite regulatory approvals for the mergers, the timing of their receipt cannot be determined. It is a condition to the consummation of the mergers (subject to waiver by Southern Union and PEI) that final non-appealable orders approving the mergers be obtained from the various federal and state commissions described above. See "The Merger Agreement--Conditions to the Completion of the Merger." Management and Other Information After the consummation of the merger, Southern Union will continue to be managed by the same board of directors and officers of Southern Union as before the merger except that Southern Union will elect to the Southern Union board and thereafter nominate and recommend for reelection three individuals to be selected prior to the effective time by Southern Union from the PEI board immediately prior to the effective time. See "--Potential Conflicts and Interests of Certain Persons in the Merger" and "The Merger Agreement-- Covenants and Other Agreements--Certain Other Covenants and Agreements." Certain information relating to the management, executive compensation, voting securities, certain relationships and related transactions and other related matters pertaining to Southern Union and PEI is set forth in or incorporated by reference in their respective Annual Reports on Form 10-K for the year ended June 30, 1999 (Southern Union) and December 31, 1998 (PEI). Such Annual Reports are incorporated by reference into this proxy statement. See "Where You Can Find More Information." Accounting Treatment The Unaudited Pro Forma Combined Condensed Financial Statements appearing elsewhere in this proxy statement are based upon certain assumptions, as described in the pro forma combined condensed financial statements, and are included for informational purposes only. The merger will be accounted for under the purchase method of accounting, in accordance with generally accepted accounting principles. Under the purchase method of accounting, Southern Union's historical results for periods before the merger will remain unchanged. On the closing date, the combined company will record PEI's assets and liabilities of regulated entities at their historical cost basis. PEI's assets and liabilities of non-regulated entities will be recorded at fair value with any excess recorded as additional purchase cost assigned to utility plant. See "Unaudited Pro Forma Combined Condensed Financial Statements." Listing of Southern Union Common Stock It is a condition to the completion of the merger that the shares of Southern Union common stock to be issued in connection with the merger be approved for listing on the NYSE at or before the effective time. See "The Merger Agreement--Conditions to the Completion of the Merger." Federal Securities Law Consequences All shares of Southern Union common stock received by PEI stockholders in connection with the merger will be freely transferable, except that shares of Southern Union common stock received by individuals and entities who are deemed to be "affiliates" (as such term is defined under the Securities Act) of PEI before the merger may be resold by them only in transactions permitted by the resale provisions of Rule 145 under the Securities Act (or Rule 144 under the Securities Act, in the case of individuals and entities who become affiliates of Southern Union) or as otherwise permitted under the Securities Act. Persons who may be deemed to be affiliates of Southern Union or PEI generally include individuals or entities that control, are controlled by, or are under common control with, such party and may include certain officers and directors of such party as well as principal stockholders of such party. The merger agreement requires PEI to use commercially 28 reasonable efforts to cause each of its affiliates to execute and deliver to Southern Union a letter to the effect that such affiliate will not offer or sell or otherwise dispose of Southern Union common stock issued to such affiliate in or pursuant to the merger in violation of the Securities Act or the rules and regulations adopted by the SEC thereunder. See "The Merger Agreement--Covenants and Other Agreements--Certain Other Covenants and Agreements." The delivery of such agreements is also a condition to Southern Union's obligation to complete the merger. See "The Merger Agreement-- Conditions to the Completion of the Merger--Additional Closing Conditions for Southern Union's Benefit." This proxy statement does not cover resales of Southern Union common stock received by any person who may be deemed to be an affiliate of PEI. Rights of Dissenting Stockholders of Southern Union Under Delaware law, you do not have appraisal rights in connection with the merger. Merger-Related Financing Before completion of the merger, Southern Union's management will evaluate various sources and methods of financing the amount necessary to fund the cash portion of the consideration to be paid to PEI stockholders under the merger agreement and other merger-related transaction costs (in total, approximately $35 million to $55 million, assuming the cash portion of the merger consideration is only $3 per share). Additional financing may be required if the average of the closing prices of Southern Union common stock on the NYSE for a period of ten consecutive trading days ending on the third trading day before the merger is completed is below $19.4625, which would cause the cash portion of the merger consideration to be increased. See "The Merger Agreement--Merger Consideration." Southern Union's management currently anticipates that substantially all of these costs will be financed through external sources. In addition, Southern Union anticipates refinancing substantially all of the current portion of outstanding debt of PEI and its subsidiaries and the preferred stock of PEI's subsidiaries in connection with or soon after the consummation of the merger. Sources of financing that Southern Union is considering include commercial and investment banks, institutional lenders, institutional investors and public securities markets. The methods of financing that Southern Union may consider include bank lines of credit, debt and preferred securities of various maturities and terms. Southern Union's management believes that Southern Union will have access to many sources and types of short-term and long-term capital sources at reasonable rates. As a result of this financing and as shown in the Pro Forma Combined Condensed Financial Statements, the consolidated capitalization of Southern Union after completion of the merger will consist of approximately 49% common equity, 7% preferred equity and 44% long-term debt. 29 THE MERGER AGREEMENT The description of the merger agreement set forth below highlights certain important terms of the merger agreement. We have attached a copy of the merger agreement as Appendix A to this proxy statement and incorporated the merger agreement into this proxy statement by reference. The summary of the merger agreement we provide below is qualified in its entirety by reference to that agreement. We encourage you to read the merger agreement because it is the legal document that governs the merger. Structure of the Merger Under the merger agreement, PEI will be merged with and into Southern Union. After the merger, Southern Union will continue as the surviving corporation and PEI will be a division of Southern Union. PEI's non-regulated subsidiaries will become subsidiaries of Southern Union. Closing; Effective Time We will close the merger at 10:00 a.m., Eastern Time, within ten business days after satisfaction or waiver of the conditions set forth in the merger agreement, unless we agree on a later date (see "--Conditions to the Completion of the Merger"). This date is referred to as the "closing date." On the closing date, we will file articles of merger and a plan of merger with the Secretary of State of the Commonwealth of Pennsylvania in accordance with the PBCL and a certificate of merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The merger will become effective upon filing of these documents. This moment is referred to as the "effective time." Subsidiary Mergers Immediately after the effective time, Southern Union will cause Honesdale Gas Company ("Honesdale"), a wholly-owned subsidiary of PG Energy Inc., which is a wholly-owned subsidiary of PEI ("PG Energy"), to merge with and into PG Energy. Immediately after the consummation of the Honesdale merger, Southern Union will cause PG Energy to merge with and into Southern Union. These mergers are called the "subsidiary mergers," and the Southern Union/PEI merger and the subsidiary mergers are sometimes called the "mergers." Merger Consideration In the merger, each share of PEI common stock will be converted into that number of whole shares of Southern Union common stock having a value of $32.00, plus $3.00 in cash, except as described below. The exact number of shares of Southern Union common stock and the amount of cash to be received by each PEI stockholder for each share of PEI common stock owned by the stockholder will depend on the average price of Southern Union common stock on the NYSE for the ten trading day period beginning on the twelfth trading day before the closing date and ending on the third trading day before the closing date (counting from and including the trading day immediately preceding the closing date). Depending upon the average price of Southern Union common stock during this ten trading day period, Southern Union will issue between approximately 15.3 million and 17.8 million shares of Southern Union common stock in the merger. If the average price of Southern Union's common stock during this ten trading day period is: . Above $22.70625, the number of shares of Southern Union common stock will be fixed at 1.40930 for each share of PEI common stock and PEI stockholders will receive $3 in cash per share. . Between $19.4625 and $22.70625, the number of shares of Southern Union common stock will be adjusted so that each share of PEI's common stock will be exchanged for Southern Union common stock having a value of $32 per share, plus $3 per share in cash. 30 . Below $19.4625 but not less than $17.30, the number of shares of Southern Union common stock will be fixed at 1.64419 for each share of PEI common stock. The amount of the cash consideration will be increased so that PEI stockholders will receive cash sufficient to maintain the aggregate value of $35 per share. Excluding any cash payments made to PEI stockholders instead of issuing Southern Union fractional shares, the maximum amount of cash payable to PEI stockholders in connection with the merger is $6.55 per share of PEI common stock. . Below $17.30, PEI has the option to terminate the merger agreement. If PEI does not terminate the merger agreement, PEI stockholders will receive 1.64419 shares of Southern Union common stock plus $6.55 in cash per share of PEI common stock. No fractional shares of Southern Union common stock will be issued in the merger. Instead of fractional shares, PEI stockholders will receive cash in an amount equal to the value of the fractional shares to which they would otherwise have been entitled based on the closing price of a share of Southern Union common stock on the NYSE on the trading day immediately prior to the closing date. Representations and Warranties The merger agreement contains certain substantially mutual representations and warranties made by Southern Union and PEI to each other, relating to, among other things: . corporate organization, existence, qualification, standing and power; . capitalization; . subsidiaries and investments; . authorization, execution, delivery, performance and enforceability of the merger agreement, and absence of violations, breaches or defaults under organizational documents, certain agreements and government orders as a result of execution, delivery and performance of the merger agreement; . governmental approvals and authorizations necessary to complete the merger; . public utility holding company status and regulation as a public utility; . absence of violations of applicable legal requirements and material compliance with governmental authorizations; . legal proceedings; . documents filed by each of Southern Union and PEI with the SEC; . tax matters; . intellectual property matters; . title to assets; . disclosure of indebtedness; . condition of machinery and equipment; . absence of defaults under material contracts; . insurance policies; . labor and employment matters; . employee benefit matters; . environmental matters; 31 . absence of material adverse changes since specified balance sheet dates; . broker's or finder's fees; . regulatory proceedings; . rate proceedings; . information provided for inclusion in this proxy statement, Southern Union's proxy statement and the registration statement; and . required stockholder votes in connection with the merger. In addition, PEI has made representations and warranties to Southern Union relating to: . not triggering any right or entitlement of the holders of PEI common stock or other PEI securities under any rights or similar agreement to which PEI or any of its subsidiaries is a party; and . delivery of a fairness opinion of Legg Mason. Covenants and Other Agreements Each of Southern Union and PEI has undertaken certain covenants and other agreements in the merger agreement. The following summarizes the more significant of these covenants: Interim Operations. In the merger agreement, Southern Union and PEI have agreed that, except as provided by the merger agreement or as consented to by the other party, during the period from the date of the merger agreement until the effective time, each of Southern Union and PEI and its subsidiaries will: . not make or permit any material change in the general nature of its business; . maintain its ordinary course of business (for Southern Union, only with respect to its present operations) in accordance with prudent business judgment and consistent with past practice and policy, and maintain its assets in good repair, order and condition, reasonable wear and tear excepted, subject to retirements in the ordinary course of business; . preserve its ongoing business and use reasonable efforts to maintain its goodwill; and . preserve its franchises, tariffs, certificates of public convenience and necessity, licenses, authorizations and other governmental rights and permits. In addition, except as provided by the merger agreement or as consented to by Southern Union, during the period from the date of the merger agreement until the effective time, PEI and its subsidiaries will: . not enter into any material transaction or contract other than in the ordinary course of business; . not purchase, sell, lease, dispose of or otherwise transfer or subject to lien, any of its assets other than in the ordinary course of business; . not hire any new employee unless the employee is a bona fide replacement for a presently-filled position; . not file any material applications, petitions, motions, orders, briefs, settlements or agreements in any material proceeding or related appeal before a government body without, to the extent reasonably practicable, consulting Southern Union; . not engage in any new or modify any existing material intercompany transactions, except in the ordinary course of business, involving any subsidiary of PEI; . not voluntarily change in any material respect or terminate any of PEI's insurance policies unless equivalent coverage is obtained; 32 . not make any changes in financial policies or practices, or strategic or operating policies or practices, except as required by law, rule or regulation; . comply in all material respects with all applicable legal requirements and permits; . not adopt, amend or assume an obligation to contribute to any of PEI's employee benefit plans or collective bargaining agreements or enter into any employment, severance or similar contract or amend any such existing contracts to increase any amounts payable or benefits provided thereunder; . except in the ordinary course of business or in accordance with the terms of any existing contract, employee benefit plan of PEI or collective bargaining agreement, not grant any increase or change in total compensation, benefits or pay any bonus to any employees; . not grant or enter into any contract, written or oral, with respect to continued employment for any employee, officer or director; . not make any loan or advance to any officer, director, stockholder, employee, individual or entity other than in the ordinary course of business; . not terminate any existing, enter into any new, or renew, extend or negotiate, any gas purchase, exchange, storage, supply or transportation contract; . not amend its organizational documents; and . not assume any note, debenture or other evidence of indebtedness which by its terms does not mature within two years. PEI Special Meeting and Southern Union Annual Meeting; Solicitation of Proxies. Southern Union and PEI have agreed: . to use their reasonable best efforts to solicit from their respective stockholders proxies in favor of the merger; . to take all steps necessary to duly call, give notice of, convene and hold meetings of their respective stockholders for the purpose of securing the approval and adoption of the merger agreement and the consummation of the transactions contemplated thereby by their respective stockholders; . to distribute proxy statements to their respective stockholders in accordance with applicable federal and state law and their respective organizational documents; and . subject to the fiduciary duties of their respective boards of directors, to recommend to their stockholders the approval of the merger agreement. The Lindemann Proxy. In connection with Southern Union's covenant to use its reasonable best efforts to solicit proxies in favor of the merger from its stockholders, George L. Lindemann, the Chairman of Southern Union's board and Southern Union's Chief Executive Officer, Dr. F.B. Lindemann, Adam M. Lindemann, George Lindemann, Jr. and Sloan N. Lindemann (collectively, the "Lindemann Family") executed and delivered to PEI an irrevocable proxy (the "Lindemann Proxy"). Pursuant to the terms of the proxy, PEI has the power to vote the shares of Southern Union common stock held by the Lindemann Family for the purpose of securing the approval and adoption by Southern Union stockholders of the merger agreement and the consummation of the transactions contemplated thereby and to prevent any action that would prevent or hinder such approval or consummation in any material respect. As of the Southern Union record date, the shares of Southern Union common stock owned by the Lindemann Family and subject to this proxy represented approximately 39% of the outstanding shares of Southern Union common stock entitled to vote on the approval and adoption of the merger agreement and consummation of the transactions contemplated thereby. The Lindemann Proxy is attached to this proxy statement as Appendix D. 33 Employees; Benefits. For employees (excluding unionized employees) of PEI and its subsidiaries, Southern Union has agreed: . to provide such employees who continue their service with Southern Union with benefits no less favorable in the aggregate than the benefits provided under PEI's benefit plans during the 12 months immediately following the closing date; . to recognize, for purposes of eligibility, vesting and benefit accrual under all benefit plans provided to such employees after the effective time, the tenure of employment, as recognized by PEI or any of its subsidiaries as of the closing date; . that all vacation time earned by such employees prior to the closing date must be taken by the end of the calendar year of the closing date, except where PEI or Southern Union requests that an employee forgo his or her vacation for business-related reasons; . to recognize, for purposes of awarding vacation time at the beginning of each calendar year following the closing date, the tenure of employment, as recognized by PEI or any of its subsidiaries as of the closing date; and . to permit each such employee to carry forward all days of sick leave accrued prior to the closing date. Southern Union has also agreed to assume, at the effective time, all collective bargaining agreements covering employees of PEI and its subsidiaries, and to discharge when due any and all liabilities of PEI and its subsidiaries under the collective bargaining agreements relating to periods after the effective time. Certain Other Covenants and Agreements. The merger agreement contains certain mutual covenants and other agreements of the parties, including covenants and other agreements relating to: access to offices, properties and records, use of reasonable efforts to obtain all necessary consents, approvals and waivers from governmental bodies and other third parties and further assurances. The merger agreement also contains additional covenants by PEI to, except as provided in the merger agreement: . permit Southern Union to insert preprinted single-page customer education materials into billing documentation to be delivered to customers affected by the merger agreement; . not declare or pay or permit any of its subsidiaries to declare or pay any dividends or make other distributions in respect of PEI's or its subsidiaries' capital stock, except for regular dividends on PEI common stock and PG Energy preferred stock; . not issue or encumber or permit any of its subsidiaries to issue or encumber any shares of its capital stock or securities convertible into any such shares; . not make any changes or permit any of its subsidiaries to make changes in its or their accounting methods, principles or practices except as required by law, rule, regulation or generally accepted accounting principles; . identify persons who are "affiliates" of PEI within the meaning of Rule 145 under the Securities Act and to use its reasonable efforts to provide to Southern Union letters from such persons to the effect that they will not dispose of their shares of Southern Union common stock received in the merger except in accordance with the applicable provisions of Rule 145 or in a transaction exempt from registration under the Securities Act ("Rule 145 Letters"); . cooperate and cause its subsidiaries to cooperate with Southern Union's requests with respect to the refinancing, repurchase, redemption or repayment of PEI's or any of its subsidiaries' indebtedness or preferred stock that may be required or that Southern Union may request prior to the mergers; and . except in certain instances, not initiate or encourage any inquiry or proposal about mergers with other parties, sales of substantial assets, sales of shares representing a majority or greater interest in PEI or 34 any of its subsidiaries or other business combinations or, except in certain instances, negotiate, discuss, approve or recommend any such alternative acquisition proposal (see "--No Solicitation by PEI"). The merger agreement also contains certain additional covenants of Southern Union to, except as provided in the merger agreement: . take all reasonable steps so that the acquisition of the merger consideration by PEI's officers and directors and cash payments or substitute Southern Union options issued in exchange for options to purchase PEI securities will be exempt from Section 16(b) of the Securities Exchange Act of 1934 by reason of Rule 16b-3 under the Exchange Act; . not take, or fail to take, any action before or after the effective time that will adversely affect the qualification of the mergers as a reorganization for federal income tax purposes; . use its best efforts to obtain, prior to the effective date of the registration statement, all necessary state securities laws or "blue sky" permits and approvals and pay all related expenses; . cause the shares of Southern Union's common stock required to be reserved for issuance in connection with the merger to be listed on the NYSE; . cause the election of three individuals to the Southern Union board to be selected prior to the closing date by Southern Union from the PEI board immediately prior to the effective time, and thereafter nominate and recommend such individuals for reelection, if necessary, such that each of them will have a term of at least three years from the closing date (see "The Merger--Potential Conflicts and Interests of Certain Persons in the Merger"); . give full consideration to using or retaining PEI's technology and management systems for the PEI operations after the completion of the merger; . operate the utility operations of PEI and its subsidiaries in Pennsylvania as a separate division of Southern Union headquartered in Pennsylvania; . maintain PEI's charitable contributions of at least the amount given and/or committed in 1998 for at least the next three calendar years; . upon the completion of the merger, assume all collective bargaining agreements covering employees of PEI and any of its subsidiaries and discharge when due any and all liabilities of PEI and any of its subsidiaries under such collective bargaining agreements relating to periods after the effective time; and . except for an annual 5% stock dividend, not declare, prior to the effective time, any stock dividend, stock split, reclassification, recapitalization, combination or distribution of assets, securities or other property to holders of, or affecting, Southern Union common stock. No Solicitation by PEI The merger agreement provides that PEI must terminate all existing discussions or negotiations with third parties, if any, with respect to a "Business Combination," which we define below, and that PEI may not, and may not authorize or permit any of its or any of its subsidiaries' officers, directors, agents, financial advisors, attorneys, accountants or other representatives to, directly or indirectly: . solicit, initiate or encourage submission of proposals or offers relating to, or that could reasonably be expected to lead to, a Business Combination; or . participate in any negotiations or discussions regarding, furnish to any person any information with respect to, or otherwise cooperate, assist, participate in, facilitate or encourage any effort or attempt by any other person to do or seek a Business Combination. 35 A "Business Combination" is, except as provided in the merger agreement: . a merger, consolidation or other business combination, share exchange, sale of shares of capital stock, tender offer or exchange offer or similar transaction involving PEI or any of its subsidiaries; . the acquisition in any manner, directly or indirectly, of a material interest in any capital stock of, or a material equity interest in a substantial portion of the assets of, PEI or any of its subsidiaries, including any single or multi-step transaction or series of related transactions that is structured to permit a third party to acquire beneficial ownership of a majority or greater equity interest in PEI or any of its subsidiaries; or . the acquisition in any manner, directly or indirectly, of any material portion of the business or assets (other than immaterial or insubstantial assets or inventory in the ordinary course of business or assets held for sale) of PEI or any of its subsidiaries. Prior to receiving the approval of the merger by PEI stockholders, if the PEI board receives an unsolicited written proposal from a third party with respect to a Business Combination that the PEI board determines, in its good faith judgment, after consulting with its financial advisor and outside counsel, with customary qualifications, is a "Superior Proposal," which we define below, PEI may: . furnish information to, and negotiate, explore or otherwise engage in substantive discussions with the third party that submitted the unsolicited Superior Proposal if the PEI board determines, in its good faith judgment after consulting with its financial advisor and outside counsel, that it is reasonably necessary to engage in such discussions in order to comply with its fiduciary duties under applicable law; and . take and disclose to PEI's stockholders a position with respect to another Business Combination proposal, or amend or withdraw such position, pursuant to Rule 14d-9 and 14e-2 under the Exchange Act, or make such disclosure to PEI's stockholders which in the good faith judgment of the PEI board is required by applicable law, based on the advice of its outside counsel. A proposed Business Combination is a "Superior Proposal" if it involves at least 50% of the shares of capital stock or a material portion of the assets of PEI and the PEI board determines, after consulting with PEI's financial advisor and outside counsel, that: . the proposal is financially superior to the merger; and . it appears that the party making the proposal is reasonably likely to have the funds necessary to consummate the Business Combination. The merger agreement also prohibits the PEI board from withdrawing or modifying, or proposing publicly to withdraw or modify, in a manner adverse to Southern Union, its approval or recommendation of the merger agreement or the merger; approving or recommending, or proposing publicly to approve or recommend, a Business Combination; or causing PEI to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Business Combination unless the following conditions are satisfied: . the PEI board determines, in its good faith judgment, after consulting with its financial advisor and outside counsel, that an unsolicited proposal regarding a Business Combination is a Superior Proposal; and . the PEI board determines, in its good faith judgment, after consulting with its financial advisor and outside counsel, that the failure to either withdraw or modify its approval or recommendation of the merger agreement or the merger, approve or recommend a Business Combination, or cause PEI to enter into any agreement related to any Business Combination would create a reasonable possibility of a breach of the fiduciary duties of the PEI board under applicable law. 36 PEI must promptly notify Southern Union of the receipt of any alternative acquisition proposal regarding a Business Combination, the material terms and conditions of any such proposal, the identity of the person or entity making the proposal and the status and details of any such request or proposal within one business day of PEI's receipt of any such proposal. PEI is required to use all reasonable efforts to keep Southern Union informed of the status and details of any such inquiry, offer or proposal and provide Southern Union two days' advance notice of the first delivery of non-public information to any such person or entity. If any such inquiry, offer or proposal is in writing, PEI has agreed to promptly deliver to Southern Union a copy of such inquiry, offer or proposal. If PEI decides to accept such Business Combination proposal and enter into a definitive agreement with respect to such proposal, PEI must give Southern Union five business days' notice of its intent to enter into a definitive agreement. In addition, during this five-day period, PEI must give Southern Union an opportunity to adjust the terms of the merger agreement so that the parties can proceed with the merger and negotiate in good faith with Southern Union with respect to any such adjustments. Concurrently with the termination of the merger agreement in connection with a Business Combination, PEI must also pay the required termination fee (see "--Termination of the Merger Agreement" and "--Termination Fees and Expenses--PEI Termination Fee"). Prior to furnishing any non-public information to, entering into negotiations with or accepting a Superior Proposal from a third party, PEI will provide written notice to Southern Union to the effect that it is furnishing information to or entering into discussions or negotiations with such third party and receive from such third party an executed confidentiality agreement containing substantially the same terms and conditions as the confidentiality agreement between PEI and Southern Union. Conditions to the Completion of the Merger Mutual Closing Conditions. The obligations of Southern Union and PEI to complete the merger are subject to the satisfaction or, to the extent legally permissible and permitted by the merger agreement, waiver of the following conditions: . accuracy as of the closing date of the representations and warranties made by the other party to the extent specified in the merger agreement; . performance in all material respects by the other party of the obligations required to be performed by it at or before the closing date; . all governmental approvals required in order to complete the merger having been obtained without conditions that would be reasonably likely to be materially adverse to PEI's or Southern Union's businesses, operations, properties, financial condition, or results of operations; . no court, administrative agency, governmental body or arbitrator having issued an order to restrain, enjoin or otherwise prevent the consummation of the merger agreement or the mergers; . approval by the Southern Union and PEI stockholders; . Southern Union's registration statement on Form S-4, which includes portions of this proxy statement, being effective and not subject to any stop order by the SEC; and . authorization for listing on the NYSE of the shares of Southern Union common stock to be issued in the merger. Additional Closing Conditions for Southern Union's Benefit. Southern Union's obligation to complete the merger is subject to the following additional conditions: . receipt of third party consents required to consummate the mergers, other than any consents which, if not obtained, are not, individually or in the aggregate, reasonably likely to result in a material adverse effect on the business, operations, properties, financial condition or results of operations of PEI and its subsidiaries after the closing; 37 . receipt of all consents and approvals required, under the terms of any note, bond or indenture to which PEI or any of its subsidiaries is a party; . if requested by Southern Union, the resignation of each director of PEI or a subsidiary of PEI of his or her position as a director of PEI or a subsidiary of PEI effective as of the closing date; . the receipt by Southern Union on the closing date of an opinion of counsel to the effect that the merger will constitute a "reorganization" within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code, that the Honesdale merger and PG Energy merger will each constitute "reorganizations" within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code or "liquidations" within the meaning of Section 332 of the Internal Revenue Code, and that no gain or loss will be recognized by Southern Union, PEI or any of PEI's subsidiaries with respect to the mergers; . the redemption or purchase by PEI or repurchase by PG Energy of all of the outstanding shares of each series of the cumulative preferred stock, par value $100.00 per share, of PG Energy; . the demand for payment of dissenters' rights by PEI stockholders with respect to the merger does not equal or exceed seven percent of the outstanding shares of PEI common stock entitled to vote on the merger; and . each of the individuals and entities who are "affiliates" of PEI within the meaning of Rule 145 have delivered to Southern Union a Rule 145 Letter. Additional Closing Condition for PEI's Benefit. PEI's obligation to complete the merger is subject to the additional condition that on the closing date, PEI shall have received an opinion of counsel to the effect that the merger will be treated for federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code, and that no gain or loss will be recognized for federal income tax purposes by the stockholders of PEI upon their receipt of the merger consideration, except that any realized gain will be recognized to the extent of the amount of cash received. Indemnification and Insurance for PEI Officers and Directors For six years after the completion of the merger, Southern Union will indemnify and hold harmless the present and former officers and directors of PEI and its subsidiaries in respect of acts or omissions which occurred prior to the effective time. In addition, for six years after the effective time, Southern Union will use its reasonable best efforts to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the effective time covering each such person covered by PEI's officers' and directors' liability insurance policy on the date of the merger agreement on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date of the merger agreement. However, if the annual premiums of such insurance coverage exceed 200% of the previous year's premiums, Southern Union will be obligated to obtain a policy with the best coverage available for a cost not exceeding such amount. See "The Merger-- Potential Conflicts and Interests of Certain Persons in the Merger." Amendments PEI and Southern Union may amend in writing any of the terms of the merger agreement. Termination of the Merger Agreement The merger agreement may be terminated at any time before the closing: . by mutual written consent of Southern Union and PEI; . by either PEI or Southern Union: (1) if a court issues a non-appealable order that prohibits the consummation of the mergers; or 38 (2) at any time after 5:00 p.m., Eastern Time on June 7, 2000, if the closing of the merger has not occurred and the party asserting its right to terminate is not in material breach of its representations, warranties, covenants or agreements contained in the merger agreement; however, this date will be extended to December 7, 2000, if even though all other conditions to the closing of the merger have been fulfilled or are capable of being fulfilled (i) all approvals, consents, opinions or rulings of all government agencies required in order to consummate the mergers have not been obtained by final order in such form as is, and with no conditions that are, individually or in the aggregate, reasonably likely to have a material adverse effect on the business, operations, properties, financial condition or results of operations of the combined company or, in the case of a termination by Southern Union, PEI, (ii) the applicable waiting period under the HSR Act relating to the mergers has not expired or been terminated or (iii) any approval or authorization of any federal, state or local governmental agency required in connection with the consummation of the mergers has not been obtained or become a final order; . by Southern Union: (1) if there is a breach of any representation, warranty, covenant or agreement of PEI, which breach cannot be cured and would make PEI's representations and warranties materially inaccurate; (2) if the holders of a majority of the outstanding shares of PEI common stock do not approve the merger agreement and the merger and there has not been a material misrepresentation or a material breach by Southern Union of any of its covenants, warranties or agreements contained in the merger agreement; (3) if the PEI board or any committee thereof (i) withdraws or modifies, or proposes publicly to withdraw or modify, in a manner adverse to Southern Union, its approval or recommendation of the merger agreement or the merger, (ii) approves or recommends, or proposes publicly to approve or recommend, a Business Combination, (iii) causes PEI to enter into a definitive agreement related to any Business Combination, (iv) resolves to take any of the foregoing actions or (v) fails by the effective time to cause PG Energy to redeem or repurchase all of the outstanding shares of PG Energy preferred stock; or (4) if a third party, including a group (as defined under the Exchange Act), acquires securities representing greater than 50% of the voting power of the outstanding voting securities of PEI; and . by PEI: (1) if there is a breach of any representation, warranty, covenant or agreement of Southern Union, which breach cannot be cured and would make Southern Union's representations and warranties materially inaccurate; (2) if (i) PEI gives Southern Union at least five business days' notice of its intent to enter into a definitive agreement with respect to a Business Combination proposal, and during this five-day period gives Southern Union an opportunity to adjust the terms of the merger agreement so that the parties can proceed with the merger and negotiate in good faith with Southern Union with respect to any such adjustments, (ii) PEI has paid the required termination fees and (iii) PEI has entered into a definitive agreement with respect to a Business Combination proposal; (3) if the holders of a majority of the outstanding shares of PEI common stock do not approve the merger agreement or if the holders of a majority of the outstanding shares of Southern Union common stock do not approve the merger agreement and there has not been a material misrepresentation or a material breach by PEI of any of its covenants, warranties or agreements contained in the merger agreement; or (4) if the average trading price of Southern Union common stock as of the closing date is lower than $17.3000. For this purpose, "average trading price" means the average of the reported closing 39 prices of Southern Union common stock on the NYSE for the ten consecutive trading days ending on the third trading day before the closing date (counting from and including the trading day immediately before the closing date). The closing price for each day in question will be the last sale price, regular way, or, if no sale takes place on that day, the average of the closing bid and asked prices, regular way. If the merger agreement is validly terminated, no provision of the merger agreement will survive (except for the provisions relating to expenses, termination fees and miscellaneous provisions of general application) and termination shall be without any liability on the part of any party, unless such party is negligent or in willful breach of any provision of the merger agreement. Termination Fees and Expenses Payment of the Merger Expenses Generally. Each of PEI and Southern Union will pay all costs and expenses of its performance of and compliance with the merger agreement except as expressly provided in the merger agreement and as follows: . PEI will pay the costs and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken by Southern Union to collect the termination fee payable to Southern Union under the merger agreement, together with interest on the amount of any portion of the unpaid termination fee. Any such interest will be calculated using an annual percentage rate of interest equal to the prime rate published in The Wall Street Journal on the date (or preceding business day if such date is not a business day) such fee was required to be paid, compounded on a daily basis using a 360-day year; . PEI will pay all fees and expenses of counsel for PEI; . Southern Union will pay all real estate transfer taxes and real estate recording fees, if any, including expenses of counsel associated with real estate title, transfer and recording issues in connection with the mergers, and all filing and application fees paid to federal, state or local government agencies in connection with the mergers; and . Southern Union and PEI will each pay half of the combined costs of printing and mailing to PEI's stockholders this proxy statement. PEI Termination Fee. PEI has agreed to pay Southern Union $10 million in cash if: . PEI provides Southern Union at least five business days' notice of its intent to terminate the merger agreement and has entered into a definitive agreement with respect to a Business Combination proposal; . Southern Union terminates the merger agreement because the PEI board or any committee thereof has (i) withdrawn or modified, or proposed publicly to withdraw or modify, in a manner adverse to Southern Union, its approval or recommendation of the merger agreement, (ii) approved or recommended, or proposed publicly to approve or recommend, a Business Combination, (iii) caused PEI to enter into a definitive agreement related to any Business Combination, (iv) resolved to take any of the foregoing actions or (v) failed by the effective time to cause PG Energy to redeem or repurchase all of the outstanding shares of PG Energy preferred stock; or . Southern Union terminates the merger agreement because a third party, including a group (as defined under the Exchange Act), has acquired securities representing greater than 50% of the voting power of the outstanding voting securities of PEI. 40 BUSINESS OF PEI PEI is a holding company which, through its subsidiaries, is engaged in both regulated and nonregulated activities. PEI's regulated activities are conducted by its principal subsidiary, PG Energy, a public utility regulated by the Pennsylvania Public Utility Commission, and PG Energy's wholly-owned subsidiary, Honesdale, also a regulated public utility. Together PG Energy and Honesdale distribute natural gas to a thirteen-county area in northeastern Pennsylvania, a territory that includes the cities of Scranton, Wilkes-Barre and Williamsport. In 1998, PG Energy and Honesdale collectively accounted for approximately 77% of PEI's operating revenues. Until February 16, 1996, when its water utility operations were sold, PG Energy was also engaged in the distribution of water. PEI's nonregulated activities are conducted through its other subsidiaries, PG Energy Services Inc. ("Energy Services"), PEI Power Corporation, Theta Land Corporation and Keystone Pipeline Services, Inc., a wholly-owned subsidiary of Energy Services. These nonregulated activities include the sale of natural gas, propane, electricity and other energy-related products and services; the construction, maintenance and rehabilitation of utility facilities, primarily natural gas distribution pipelines; and the sale of property for residential, commercial and other development. In the fourth quarter of 1997, Energy Services began marketing electricity and other products and services, under the name PG Energy PowerPlus (a trademark of Energy Services), principally in northeastern and central Pennsylvania. PEI Power Corporation, an exempt wholesale generator (within the meaning of the Public Utility Holding Company Act of 1935), began generating and selling electricity in July 1998, upon completion of modifications to its cogeneration facility that enable it to burn both natural gas and methane. In 1998, the revenues of the nonregulated subsidiaries accounted for approximately 23% of PEI's operating revenues and 37% of its capital expenditures. As of June 30, 1999, PG Energy provided service to approximately 149,000 natural gas customers and Honesdale provided service to approximately 3,400 natural gas customers. PEI and its subsidiaries employed approximately 807 persons as of June 30, 1999. 41 SELECTED HISTORICAL FINANCIAL INFORMATION The summary below sets forth selected historical financial and market data and selected unaudited pro forma combined condensed financial data. The financial data should be read in conjunction with the documents incorporated by reference and the historical financial statements and the related notes of Southern Union and PEI, incorporated by reference, and in conjunction with the Unaudited Pro Forma Combined Condensed Financial Statements and the related notes thereto included under "Unaudited Pro Forma Combined Condensed Financial Statements." Selected Historical Consolidated Financial Information of Southern Union The following table shows selected historical financial data for Southern Union as of and for the years ended June 30, 1999, 1998, 1997, 1996 and 1995. The selected historical financial data for each year has been derived from Southern Union's audited historical financial statements for that year. The information should be read in connection with, and is qualified in its entirety by reference to, Southern Union's financial statements and notes thereto incorporated by reference. See "Where You Can Find More Information."
Year Ended June 30, -------------------------------------------------- 1999(a)(b) 1998(a)(b) 1997(a) 1996(a) 1995 ---------- --------- -------- -------- -------- (dollars in thousands, except per share amounts) Total operating revenues... $ 605,231 $ 669,304 $717,031 $620,391 $479,983 Earnings from continuing operations (c)............ 10,445 12,229 19,032 20,839 16,069 Diluted earnings per share (d)....................... 0.32 0.39 0.62 0.68 0.54 Total assets............... 1,087,348 1,047,764 990,403 964,460 992,597 Common stockholders' equity.................... 301,058 296,834 267,462 245,915 225,664 Short-term debt and capital lease obligation.......... 2,066 1,777 687 615 770 Long-term debt and capital lease obligation, excluding current portion................... 390,931 406,407 386,157 385,394 462,503 Company obligated mandatorily redeemable preferred securities of subsidiary trust.......... 100,000 100,000 100,000 100,000 100,000
- -------- (a) Certain Texas and Oklahoma Panhandle distribution operations and Western Gas Interstate, exclusive of the Del Norte interconnect, were sold on May 1, 1996. (b) On December 31, 1997, Southern Union acquired Atlantic Utilities Corporation and subsidiaries for shares of Southern Union common stock valued at $18,041,000 and cash of $4,436,000. (c) As of June 30, 1998, Missouri Gas Energy (a division of Southern Union) wrote off $8,163,000 pre-tax in previously recorded regulatory assets as a result of announced rate orders and court rulings. (d) Earnings per share for all periods presented were computed based on the weighted average number of shares of Southern Union common stock and Southern Union common stock equivalents outstanding during the year adjusted for (i) the 5% stock dividends distributed on August 6, 1999, December 9, 1998, December 10, 1997, December 10, 1996 and November 27, 1995, and (ii) the 50% stock dividend distributed on July 13, 1998 and the 33 1/3% stock dividend distributed on March 11, 1996. 42 Selected Historical Consolidated Financial Information of PEI The following table shows selected historical financial data for PEI as of and for the years ended December 31, 1998, 1997, 1996, 1995 and 1994 and as of and for the six months ended June 30, 1999 and 1998. The selected historical financial data for each year has been derived from PEI's audited historical financial statements for that year. The selected historical financial data for the six months ended June 30, 1999 and 1998 has been derived from PEI's unaudited interim financial statements. The information should be read in connection with, and is qualified in its entirety by reference to, PEI's financial statements and notes thereto incorporated by reference. See "Where You Can Find More Information."
Six Months Ended Year Ended December 31, June 30, ------------------------------------------------ ----------------------- 1999 1998 1998 1997 1996(1) 1995(1) 1994(1) (unaudited) (unaudited) -------- -------- -------- -------- -------- ----------- ----------- (thousands of dollars, except per share amounts) INCOME STATEMENT INFORMATION: Operating revenues..... $207,332 $228,046 $184,480 $161,935 $177,097 $150,959 $112,760 Operating expenses (2)................... 189,133 206,491 166,220 140,984 156,465 136,832 102,655 -------- -------- -------- -------- -------- -------- -------- Operating income....... $ 18,199 $ 21,555 $ 18,260 $ 20,951 $ 20,632 $ 14,127 $ 10,105 ======== ======== ======== ======== ======== ======== ======== Income (loss) from: Continuing operations (3).................. $ 8,701 $ 13,142 $ 9,794 $ 5,884 $ 6,952 $ 8,661 $ 5,790 Discontinued operations (2)....... -- -- (363) (3,834) 10,504 -- -- -------- -------- -------- -------- -------- -------- -------- Income before subsidiary's preferred stock dividends and extraordinary loss.... 8,701 13,142 9,431 2,050 17,456 8,661 5,790 Subsidiary's preferred stock dividends (3)... (1,191) (1,312) (1,730) (2,763) (4,639) (104) (642) Extraordinary loss (2)................... -- -- (1,117) -- -- -- -- -------- -------- -------- -------- -------- -------- -------- Net income (loss)...... $ 7,510 $ 11,830 $ 6,584 $ (713) $ 12,817 $ 8,557 $ 5,148 ======== ======== ======== ======== ======== ======== ======== COMMON STOCK INFORMATION: Weighted basic average number of shares outstanding in thousands (4).......... 9,997 9,661 10,222 11,459 10,913 10,709 9,827 ======== ======== ======== ======== ======== ======== ======== Basic earnings (loss) per share of common stock: (4) Continuing operations (3)................... $ .75 $ 1.22 $ .79 $ .27 $ .21 $ .80 $ .52 Discontinued operations (2)................... -- -- (.04) (.33) .96 -- -- Discount (premium) on repurchase/redemption of subsidiary's preferred stock....... (.10) .08 (.13) -- (.09) -- -- Extraordinary loss (2)................... -- -- (.11) -- -- -- -- -------- -------- -------- -------- -------- -------- -------- Earnings (loss) per share of common stock................. $ .65 $ 1.30 $ .51 $ (.06) $ 1.08 $ .80 $ .52 ======== ======== ======== ======== ======== ======== ======== Weighted diluted average number of shares outstanding in thousands (4).......... 10,074 9,736 10,243 11,464 10,915 10,799 9,917 ======== ======== ======== ======== ======== ======== ======== Diluted earnings (loss) per share of common stock: (4) Continuing operations (3)................... $ .75 $ 1.22 $ .79 $ .27 $ .21 $ .79 $ .52 Discontinued operations (2)................... -- -- (.04) (.33) .96 -- -- Discount (premium) on repurchase/redemption of subsidiary's preferred stock....... (.10) .08 (.13) -- (.09) -- -- Extraordinary loss (2)................... -- -- (.11) -- -- -- -- -------- -------- -------- -------- -------- -------- -------- Earnings (loss) per share of common stock................. $ .65 $ 1.30 $ .51 $ (.06) $ 1.08 $ .79 $ .52 ======== ======== ======== ======== ======== ======== ======== Cash dividends per share of common stock (4).............. $ 1.20 $ 1.19 $ 1.10 $ 1.10 $ 1.10 $ .60 $ .60 ======== ======== ======== ======== ======== ======== ========
43
Six Months Ended Year Ended December 31, June 30, -------------------------------------------- ----------------------- 1999 1998 1998 1997 1996 1995 1994 (unaudited) (unaudited) -------- -------- -------- -------- -------- ----------- ----------- (thousands of dollars) CAPITALIZATION AT END OF PERIOD: Common shareholders' investment............. $132,326 $122,105 $117,651 $162,739 $172,012 $143,900 $126,786 Preferred stock of PG Energy: Not subject to mandatory redemption, net................... 4,831 15,864 18,851 33,615 33,615 4,745 15,864 Subject to mandatory redemption............ 240 640 739 1,680 1,760 160 560 Long-term debt.......... 98,000 127,000 75,000 106,706 220,705 95,000 109,000 -------- -------- -------- -------- -------- -------- -------- Total capitalization...... $235,397 $265,609 $212,241 $304,740 $428,092 $243,805 $252,210 ======== ======== ======== ======== ======== ======== ======== TOTAL ASSETS AT END OF PERIOD: Continuing operations... $426,202 $388,830 $366,810 $319,968 $321,236 $408,588 $381,999 Discontinued operations, net (5)................ -- -- -- 204,250 203,196 -- -- -------- -------- -------- -------- -------- -------- -------- Total................ $426,202 $388,830 $366,810 $524,218 $524,432 $408,588 $381,999 ======== ======== ======== ======== ======== ======== ========
- -------- (1) The discontinued operations represent the water utility operations of PG Energy which were sold to Pennsylvania-American Water Company on February 16, 1996. (2) Including provision for income taxes. (3) None of PEI's interest charges and none of PG Energy's preferred stock dividends was allocated to the discontinued operations through the February 16, 1996 date of disposition. Prior to that time interest charges relating to indebtedness of PG Energy were allocated to the discontinued operations based on the relationship of the gross water utility plant of the discontinued operations to the total of PG Energy's gross gas and water utility plant. This was the same method as was utilized by PG Energy and the Pennsylvania Public Utility Commission in establishing the revenue requirements of its utility operations. (4) Reflects a two-for-one stock split of PEI common stock effective March 20, 1997, as more fully discussed in Note 4 of the Notes to the 1998 Consolidated Financial Statements of PEI incorporated by reference. (5) Net of (i) liabilities assumed by Pennsylvania-American Water Company, (ii) estimated liability for income taxes on sale of discontinued operations, (iii) with respect to the year ended December 31, 1995, the anticipated income from the discontinued operations during the phase-out period for financial statement purposes of April 1, 1995, through February 15, 1996, and (iv) with respect to the years 1994 and 1993, other net assets of the discontinued operations (which were written off as of March 31, 1995). 44 Selected Unaudited Pro Forma Combined Condensed Financial Data The following selected unaudited pro forma combined condensed financial data presents the combined financial data of Southern Union and PEI, including their respective subsidiaries, after giving effect to the merger, assuming the merger had been effective for the period indicated and assuming the purchase method of accounting. The selected unaudited pro forma combined condensed financial data as of and for the year ended June 30, 1999 were derived from and should be read in conjunction with the Unaudited Pro Forma Combined Condensed Balance Sheet and the Unaudited Pro Forma Combined Condensed Statement of Operations, including the notes thereto, which are included in this proxy statement on pages 50 to 53, and other filings with the SEC by each of Southern Union and PEI. The selected unaudited pro forma combined condensed financial data should also be read in conjunction with the historical financial statements of both Southern Union and PEI which are incorporated by reference. See "Where You Can Find More Information." The selected unaudited pro forma combined condensed financial data is presented for purposes of illustration only in accordance with the assumptions stated in the notes to the financial information set forth below, and is not necessarily indicative of the operating results or the financial position that would have occurred if the merger had been consummated for the period presented nor is it necessarily indicative of the future operating results or financial position of the combined enterprise. The selected unaudited pro forma combined condensed financial data does not contain any adjustments to reflect cost savings or other synergies anticipated as a result of the merger.
Year Ended June 30, 1999 ------------- (dollars in thousands, except per share amounts) Total operating revenues......................... $ 838,836 Earnings from continuing operations (a)(b)(c).... 12,550 Diluted earnings per share (d)(e)................ 0.25 Total assets..................................... 1,749,868 Common stockholders' equity (e).................. 648,444 Short-term debt and capital lease obligation (b)(f).......................................... 2,066 Long-term debt and capital lease obligation, excluding current portion (b)................... 594,029 Company-obligated mandatorily redeemable preferred securities of subsidiary trust................................ 100,000
- -------- (a) As of June 30, 1999, Southern Union incurred pre-tax costs of $3,839,000 associated with various acquisition efforts unrelated to the merger. (b) As a result of the merger, long-term debt at an estimated annual interest rate of 7.5%, which Southern Union believes would be obtained based on current market rates, would be issued. The long-term debt is assumed to be utilized: to finance the cash portion of the purchase of PEI common stock and settlement of PEI stock options; to refinance certain current debt of PEI; to pay for certain acquisition costs of $5 million related to change of control agreements, the funding of PEI's Director Retirement Plan, Director Deferred Compensation Plan and supplemental retirement benefits and the exercise of certain parachute option payments for certain PEI executives; and payment of various professional fees estimated to total $4 million. (c) As a result of the merger, the outstanding PG Energy preferred stock will be repurchased prior to closing the merger. (d) Earnings per share were computed based on the weighted average number of shares of common stock and common stock equivalents outstanding during the period adjusted for the Southern Union common stock to be issued in the merger, the 5% stock dividends distributed on August 6, 1999 and December 9, 1998, and the 50% stock dividend distributed on July 13, 1998. (e) Reflects the issuance of Southern Union common stock to PEI stockholders at an exchange ratio of 1.5548 based on an average trading price of $20.58125 for Southern Union common stock at the average closing price per share for the ten trading day period ending on the third trading day before September 3, 1999. All PEI stock options are assumed to be settled in cash based on the difference between the total merger consideration per share of $35.00 and the exercise price of such stock options. (f) Represents Southern Union's historical short-term debt and capital lease obligation as PEI short-term debt is expected to be refinanced upon or soon after the completion of the merger. 45 COMPARATIVE DIVIDENDS AND MARKET PRICES Southern Union Southern Union common stock is listed and principally traded on the NYSE under the symbol "SUG." The table below sets forth the high and low sales prices (adjusted for any stock dividends and stock splits) of Southern Union common stock for the calendar periods indicated as reported in The Wall Street Journal as New York Stock Exchange Composite Transactions. The last day of Southern Union's fiscal year is June 30. Southern Union does not pay its stockholders a cash dividend. It distributes an annual 5% stock dividend that can be sold through its Dividend Sale Plan.
Price Range ------------- High Low ------ ------ 1996 First quarter..................................................... $12.27 $ 9.20 Second quarter.................................................... 13.99 11.11 Third quarter..................................................... 15.22 11.04 Fourth quarter.................................................... 14.33 12.10 1997 First quarter..................................................... $14.03 $12.23 Second quarter.................................................... 14.54 12.66 Third quarter..................................................... 14.11 12.53 Fourth quarter.................................................... 15.61 13.10 1998 First quarter..................................................... $14.97 $13.84 Second quarter.................................................... 19.73 14.43 Third quarter..................................................... 20.30 14.17 Fourth quarter.................................................... 23.33 17.63 1999 First quarter..................................................... $23.21 $16.55 Second quarter.................................................... 21.79 17.62
46 PEI PEI common stock is listed and principally traded on the NYSE under the symbol "PNT." The table below sets forth the dividends declared and the high and low sales price of PEI common stock for the calendar period indicated as reported in The Wall Street Journal as New York Stock Exchange Composite Transactions. The last day of PEI's fiscal year is December 31.
Price Range ------------- Cash High Low Dividends ------ ------ --------- 1996 First quarter (1)....................................... $20.00 $18.31 $0.28 Second quarter (1)...................................... 21.31 18.81 0.28 Third quarter (1)....................................... 21.44 19.88 0.28 Fourth quarter (1)...................................... 22.94 20.50 0.28 1997 First quarter (1)....................................... $24.06 $21.38 $0.29 Second quarter.......................................... 27.75 21.25 0.30 Third quarter........................................... 30.50 25.25 0.30 Fourth quarter.......................................... 32.75 24.25 0.30 1998 First quarter........................................... $26.56 $23.13 $0.30 Second quarter.......................................... 29.00 22.81 0.30 Third quarter........................................... 27.69 21.13 0.30 Fourth quarter.......................................... 25.94 21.69 0.30 1999 First quarter........................................... $26.00 $20.25 $0.30 Second quarter.......................................... 31.25 23.69 0.30
- -------- (1) After restatement for the two-for-one split of PEI common stock effective March 20, 1997. Historical Equivalent Per Share Market Values The following table sets forth the market value of Southern Union common stock (on an historical basis) and the market value of PEI common stock (on an historical and equivalent per share basis) as of May 5, 1999, the day the PEI board authorized PEI's representatives to negotiate a merger agreement with Southern Union based on its indication of interest; as of June 4, 1999, the last business day preceding the day when Southern Union and PEI entered into the merger agreement; and as of September 3, 1999, the day used to determine the exchange ratio for the Unaudited Pro Forma Combined Condensed Financial Statements. The equivalent per share values were based on an exchange ratio valuing Southern Union common stock at the average closing price per share for the ten trading day period ending on the third trading day before each respective date.
Equivalent per Share Southern Union PEI Value -------------------------- -------------------------- ---------- Date High Low Closing High Low Closing ---- -------- -------- -------- -------- -------- -------- May 5, 1999............. $22.2500 $21.7500 $22.2500 $26.0000 $25.5625 $25.6250 $32.3177 June 4, 1999............ 21.6250 21.2500 21.6250 30.0625 29.2500 29.6875 31.2768 September 3, 1999....... 21.5000 21.0000 21.3750 31.5000 31.3750 31.3750 33.2341
You are encouraged to obtain current market quotations for Southern Union common stock and PEI common stock. 47 COMPARATIVE PER SHARE DATA The following tables set forth certain unaudited historical per share data of Southern Union and PEI and the combined per share data on an unaudited pro forma basis after giving effect to the merger assuming the merger had been in effect for the period indicated, using the purchase method of accounting for business combinations and assuming an exchange ratio of 1.5548 shares of Southern Union common stock for each share of PEI common stock and an average trading price of $20.58125 for Southern Union common stock at the average closing price per share for the ten trading day period ending on the third trading day before September 3, 1999. This data should be read in conjunction with the selected financial data and the Unaudited Pro Forma Combined Condensed Financial Statements and notes thereto included elsewhere in this proxy statement/prospectus and the separate historical financial statements of Southern Union and PEI incorporated by reference. The unaudited pro forma combined financial data are not necessarily indicative of the operating results or financial position that would have occurred if the merger had been consummated as of the beginning of the periods presented, nor are they necessarily indicative of the future operating results or financial position of the combined enterprise.
Year Ended June 30, 1999 --------------- SOUTHERN UNION--HISTORICAL Earnings per common share: Basic......................................................... $ 0.34 Diluted....................................................... 0.32 Cash dividends declared per share (a)........................... -- Book value per share at period end.............................. 9.74 12 Months Ended June 30, 1999 --------------- PEI--HISTORICAL Earnings per common share: Basic......................................................... $ 0.95 Diluted....................................................... 0.94 Cash dividends declared per share............................... 1.20 Book value per share at period end.............................. 13.26 Year Ended June 30, 1999 --------------- SOUTHERN UNION/PEI--PRO FORMA (b) Earnings per common share: Basic......................................................... $ 0.26 Diluted....................................................... 0.25 Cash dividends declared per share (a)........................... -- Book value per share at period end.............................. 13.57 PEI--EQUIVALENT PRO FORMA Per share data imputed to existing stockholders (c)(d): Earnings per common share: Basic....................................................... $ .40 Diluted..................................................... .39 Cash dividends declared per share............................. -- Book value per share at period end............................ 21.09
- -------- (a) Southern Union for the last six years has distributed and anticipates it will continue to distribute an annual 5% stock dividend. (b) See "Unaudited Pro Forma Combined Condensed Financial Statements." 48 (c) Equivalent pro forma share data is calculated by multiplying the respective unaudited pro forma combined data by an assumed exchange ratio of 1.5548 shares of Southern Union common stock for each share of PEI common stock. The assumed exchange ratio is based on an average trading price of $20.58125 for Southern Union common stock, which is the average closing price per share for the ten trading day period ending on the third trading day before September 3, 1999. (d) Pro forma combined cash dividends declared per share represents the historical dividend policy of Southern Union, which is to distribute an annual 5% stock dividend. 49 UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS The following Unaudited Pro Forma Combined Condensed Financial Statements present the combined financial data of Southern Union and PEI, including their respective subsidiaries, after giving effect to the merger, assuming the merger had been effective for the period indicated and assuming the purchase method of accounting. The pro forma adjustments reflect an estimated additional purchase cost assigned to utility plant based on the historical cost of the regulated assets and liabilities of PEI and estimate of the fair value of the non- regulated assets and liabilities of PEI, plus estimated acquisition costs. The estimate of the fair value of the non-regulated assets is preliminary and may be revised after the completion of independent appraisals , which have not been performed. The unaudited pro forma combined condensed financial information presented below is based on the assumption that upon completion of the merger each PEI stockholder will receive, in exchange for each share of PEI common stock he or she owns, a combination of Southern Union common stock and cash worth in the aggregate $35, consisting of shares of Southern Union common stock worth $32 and $3 in cash. The historical financial statements of PEI include certain reclassifications to conform to Southern Union's presentation. These reclassifications have no impact on net income or total stockholders' equity. The fiscal years of Southern Union and PEI end on June 30 and December 31, respectively, and, accordingly, the accompanying Unaudited Pro Forma Combined Condensed Financial Statements have been prepared using the financial statements of Southern Union incorporated by reference combined with the comparable financial statement periods of PEI derived from its financial statements incorporated by reference or as previously filed with the SEC. The Unaudited Pro Forma Combined Condensed Balance Sheet as of June 30, 1999, is presented as if the merger had occurred on that date and using the Southern Union and PEI balance sheets at June 30, 1999. The Unaudited Pro Forma Combined Condensed Statement of Operations for the twelve months ended June 30, 1999 assumes that the merger occurred on July 1, 1998 and includes Southern Union's results of operations for its fiscal year ended June 30, 1999 and PEI's results of operations for the twelve month period ended June 30, 1999. The following unaudited pro forma combined condensed financial statements have been prepared from, and should be read in conjunction with, the historical financial statements and related notes thereto of Southern Union and PEI incorporated by reference. See "Where You Can Find More Information." The following unaudited pro forma combined condensed financial statements are presented for purposes of illustration only in accordance with the assumptions set forth below and are not necessarily indicative of the financial position or operating results that would have occurred if the merger had been consummated on the dates as of which, or at the beginning of the period for which, the merger is being given effect nor is it necessarily indicative of the future operating results or financial position of the combined enterprise. The Unaudited Pro Forma Combined Condensed Financial Statements do not contain any adjustments to reflect cost savings or other synergies anticipated as a result of the merger. 50 UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET JUNE 30, 1999
Historical Pro Forma ------------------------ -------------------------- Southern Pennsylvania Union Enterprises, Company Inc. Adjustments Combined ---------- ------------ ----------- ---------- (thousands of dollars) Property, plant and equipment............... $1,120,176 $ 384,562 $ -- $1,504,738 Less accumulated depreciation and amortization............ (376,212) (100,312) -- (476,524) ---------- --------- ---------- ---------- 743,964 284,250 -- 1,028,214 Additional purchase cost assigned to utility plant, net...... 134,296 -- 252,862 (A) 387,158 ---------- --------- ---------- ---------- Net property, plant and equipment............. 878,260 284,250 252,862 1,415,372 Current assets........... 84,758 51,584 -- 136,342 Deferred charges......... 96,635 40,785 1,070 (B) 138,490 Investment securities.... 12,000 -- -- 12,000 Real estate and other.... 15,695 31,969 -- 47,664 ---------- --------- ---------- ---------- Total................ $1,087,348 $ 408,588 $ 253,932 $1,749,868 ========== ========= ========== ========== Common stockholders' equity.................. $ 301,058 $ 143,900 $ (143,900)(C) $ 648,444 347,386 (D) Preferred stock of subsidiary not subject to mandatory redemption.............. -- 4,745 (4,745)(E) -- Preferred stock of subsidiary subject to mandatory redemption.... -- 160 (160)(E) -- Company-obligated mandatorily redeemable preferred securities of subsidiary trust........ 100,000 -- -- 100,000 Long-term debt and capital lease obligation.............. 390,931 95,000 108,098 (F) 594,029 ---------- --------- ---------- ---------- Total capitalization...... 791,989 243,805 306,679 1,342,473 Current liabilities...... 143,628 87,818 (52,667)(G) 178,699 (80)(E) Deferred credits and other................... 81,493 14,434 -- 95,927 Accumulated deferred income taxes............ 70,238 62,531 -- 132,769 Commitments and contingencies .......... ---------- --------- ---------- ---------- Total................ $1,087,348 $ 408,588 $ 253,932 $1,749,868 ========== ========= ========== ==========
See accompanying notes to Unaudited Pro Forma Combined Condensed Financial Statements. 51 UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED JUNE 30, 1999
Historical Pro Forma ------------------------ -------------------------- Southern Pennsylvania Union Enterprises, Company Inc. Adjustments Combined ---------- ------------ ----------- ---------- (thousands of dollars, except shares and per share amounts) Operating revenues....... $ 605,231 $233,605 $ -- $ 838,836 Cost of gas and other energy.................. 342,301 145,319 -- 487,620 ---------- -------- ---------- ---------- Operating margin....... 262,930 88,286 -- 351,216 ---------- -------- ---------- ---------- Operating expenses: Operating, maintenance and general........... 109,693 36,696 -- 146,389 Depreciation and amortization 41,855 10,291 6,322 (H) 58,468 Taxes, other than on income................ 46,535 12,415 -- 58,950 ---------- -------- ---------- ---------- Total operating expenses............ 198,083 59,402 6,322 263,807 ---------- -------- ---------- ---------- Net operating revenues............ 64,847 28,884 (6,322) 87,409 ---------- -------- ---------- ---------- Other income (expenses): Interest............... (35,999) (11,395) (8,322)(I) (52,233) 3,483 (J) Dividends on preferred securities............ (9,480) -- -- (9,480) Other, net............. (1,814) 1,173 -- (641) ---------- -------- ---------- ---------- Total other expenses, net................. (47,293) (10,222) (4,839) (62,354) ---------- -------- ---------- ---------- Earnings before income taxes................... 17,554 18,662 (11,161) 25,055 Federal and state income taxes................... 7,109 7,090 (1,694)(K) 12,505 ---------- -------- ---------- ---------- Net earnings before preferred stock dividend requirements............ 10,445 11,572 (9,467) 12,550 Preferred stock dividend requirements............ -- (653) 653 (L) -- ---------- -------- ---------- ---------- Net earnings available for common stock........ $ 10,445 $ 10,919 $ (8,814) $ 12,550 ========== ======== ========== ========== Net earnings per share: Basic.................. $ 0.34 $ 0.26 ========== ========== Diluted................ $ 0.32 $ 0.25 ========== ========== Weighted average shares outstanding: Basic.................. 30,894,613 16,878,765 (M) 47,773,378 ========== ========== ========== Diluted................ 32,589,610 16,878,765 (M) 49,468,375 ========== ========== ==========
See accompanying notes to Unaudited Pro Forma Combined Condensed Financial Statements. 52 NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS Adjustments to the Unaudited Pro Forma Combined Condensed Balance Sheet (A) Reflects the estimated excess of the purchase price and other transaction costs over the historical cost of the regulated net assets and the estimated fair value of the non-regulated net assets of PEI. (B) Reflects the capitalization of estimated debt issuance costs associated with the long-term debt to be issued in connection with the merger as more specifically described in Note (F). These debt issue costs are amortized on a straight line basis over the life of the new debt. (C) Reflects the elimination of common stockholders' equity of PEI. (D) Reflects the issuance of Southern Union common stock to PEI stockholders. See Note (M). (E) Reflects the repurchase of all of the PG Energy preferred stock prior to the closing of the merger. (F) Reflects issuance of long-term debt at an estimated annual interest rate of 7.5% which Southern Union believes would be obtained based on current market rates. The long-term debt is assumed to be utilized: to finance the cash portion of the purchase of PEI common stock and settlement of PEI stock options; to refinance certain current debt of PEI; to pay for certain acquisition costs of $5 million related to change of control agreements, the funding of PEI's Director Retirement Plan, Director Deferred Compensation Plan and supplemental retirement benefits and the exercise of certain parachute option payments for certain PEI executives; and payment of various professional fees estimated to total $4 million. See Note (M). (G) Reflects refinancing of certain current debt of PEI. Adjustments to the Unaudited Pro Forma Combined Statement of Operations (H) Reflects amortization of the estimated excess purchase price over the historical cost of the regulated net assets and the estimated fair value of the non-regulated net assets of PEI on a straight line basis over a 40-year period based on the estimated useful lives of the utility assets of PEI. (I) Reflects interest expense on issuance of long-term debt at an assumed estimated interest rate of 7.5% which Southern Union believes would be obtained based on current market rates. The long-term debt is assumed to be utilized: to finance the cash portion of the purchase of PEI common stock and settlement of PEI stock options; to refinance certain current debt of PEI; to pay for certain acquisition costs of $5 million related to change of control agreements, the funding of PEI's Director Retirement Plan, Director Deferred Compensation Plan and supplemental retirement benefits and the exercise of certain parachute option payments for certain PEI executives; and payment of various professional fees estimated to total $4 million. For every 1/8 percent change in the interest rate, interest expense for the twelve months ended June 30, 1999 would change by $135,000. (J) Reflects the elimination of historical interest expense of PEI as a result of refinancing certain current debt of PEI to long-term debt in connection with the merger. See Note (I). (K) Reflects the income tax consequences at the federal statutory rate of the pro forma adjustments after excluding nondeductible goodwill amortization. (L) Reflects the elimination of preferred stock dividend requirement due to the repurchase of all outstanding PG Energy preferred stock prior to the closing of the merger. (M) Reflects the issuance of Southern Union common stock to PEI stockholders at an exchange ratio of 1.5548 based on an average trading price of $20.58125 for Southern Union common stock at the average closing price per share for the ten trading day period ending on the third trading day before September 3, 1999. All PEI stock options are assumed to be settled in cash based on the difference between the total merger consideration per share of $35.00 and the exercise price of such stock options. 53 FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE We have each made forward-looking statements in this document (and in documents that are incorporated by reference) that are subject to risks and uncertainties. Forward-looking statements include the information concerning possible or assumed future results of operations of Southern Union and PEI. Also, when we use words such as "believes," "expects," "anticipates" or similar expressions, we are making forward-looking statements. You should note that many factors, some of which are discussed elsewhere in this document and in the documents that we incorporate by reference, could affect the future financial results of Southern Union or PEI and could cause those results to differ materially from those expressed in our forward-looking statements contained or incorporated by reference in this document. The factors that could cause actual results to differ materially from those indicated by such forward-looking statements include the following: . the timing and extent of changes in commodity prices; . gas sales volumes; . weather conditions and other natural phenomena in our service territories; . the achievement of operating efficiencies and the purchase and implementation of new technologies for attaining such efficiencies; . impact of relations with labor unions of bargaining-unit employees; . the receipt of timely and adequate rate relief; . the outcome of pending and future litigation; . governmental regulations and proceedings affecting the companies, including the restructuring of the natural gas industry in Pennsylvania, Texas, Missouri and Florida; . the impact of any year 2000 disruption; and . the nature and impact of any extraordinary transactions such as any acquisition or divestiture of a business unit or any assets. These are representative of the factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions, and general economic conditions, including interest rate fluctuations, federal, state and local laws and regulations affecting the retail gas industry or the energy industry generally, and other factors. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. Any reports, statements or other information that the companies have filed may be read and copied at the SEC's public reference rooms at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices located at 7 World Trade Center, Suite 1300, New York, New York 10048 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the SEC at 1-800-732-0330 for further information on the public reference rooms. Southern Union's and PEI's SEC filings should also be available to the public from commercial retrieval services and at the Internet web site maintained by the SEC at http://www.sec.gov. In addition, materials and information concerning Southern Union and PEI can be inspected at the New York Stock Exchange, Inc., 20 Broad Street, 7th Floor, New York, New York 10005, where Southern Union common stock and PEI common stock are listed. The SEC allows us to "incorporate by reference" information into this proxy statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any additional information superseded by information contained directly in this proxy statement. This proxy 54 statement incorporates by reference the documents set forth below that were previously filed with the SEC by Southern Union (SEC File No. 1-6407) and PEI (SEC File No. 0-7812). These documents contain important information about Southern Union and PEI and their financial condition. Regarding Southern Union . Southern Union's Annual Report on Form 10-K for the fiscal year ended June 30, 1999. Regarding PEI . PEI's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and the amendment thereto. . PEI's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999. . PEI's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999. Southern Union and PEI may be required by the SEC to file other documents pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 between the time this proxy statement is sent and the date the Annual Meeting is held. These other documents will be deemed to be incorporated by reference in this proxy statement and to be a part of it from the date they are filed with the SEC. Southern Union may have sent you the document regarding Southern Union that is incorporated by reference, but you can obtain it through Southern Union, the SEC or the SEC's Internet web site as previously described. Likewise, you can obtain any of the documents regarding PEI that are incorporated by reference through PEI, the SEC or the SEC's Internet web site as previously described. Documents incorporated by reference as exhibits to this proxy statement are available from Southern Union and PEI without charge. You may obtain documents incorporated by reference in this proxy statement by requesting them in writing or by telephone from the appropriate company at the following addresses: SOUTHERN UNION PEI Attention: Richard N. Marshall Attention: George Yankowski Treasurer and Assistant Secretary Director--Investor Relations One PEI Center 504 Lavaca Street, Eighth Floor Wilkes-Barre, Pennsylvania 18711-0601 Austin, Texas 78701 (570) 829-8843 (512) 477-5852 If you would like to request documents from Southern Union or PEI, please do so promptly in order to receive them before the Southern Union Annual Meeting. All information contained in or incorporated by reference in this proxy statement with respect to Southern Union has been provided by Southern Union. All information contained in or incorporated by reference in this proxy statement with respect to PEI has been provided by PEI. Neither Southern Union nor PEI assumes any responsibility for the accuracy or completeness of the information provided by the other party. You should rely only on the information contained or incorporated by reference in this proxy statement to vote on the merger agreement and the issuance of Southern Union common stock pursuant to the merger agreement. Neither Southern Union nor PEI has authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated September 17, 1999. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and neither the mailing of this proxy statement to stockholders nor the completion of the merger shall create any implication to the contrary. 55 BOARD OF DIRECTORS Board Size and Composition The Southern Union board is comprised of ten directors and is divided into three classes, each of which serves a staggered three-year term. The terms of the Class III directors expire at the annual meeting. The Class I directors will serve until the 2000 Annual Meeting of Stockholders and the Class II directors will serve until the 2001 Annual Meeting of Stockholders. This year's Nominees, George L. Lindemann, Peter H. Kelley and Dan K. Wassong, are the Class III directors standing for election for a three-year term of office expiring at the 2002 Annual Meeting of Stockholders or when their successors are duly elected and qualified. The following pages contain information concerning the Nominees and the directors whose terms of office will continue after the meeting. NOMINEES Class III--Term expires in 1999 George L. Lindemann has been Chairman of the Board and Chief Executive Officer of Southern Union since February 1990. He has been Chairman of the Executive Committee of the Board of Directors since March 1990. He was Chairman of the Board and Chief Executive Officer of Metro Mobile CTS, Inc. ("Metro Mobile") from its formation in 1983 through April 1992. He has been President and a director of Cellular Dynamics, Inc., the managing general partner of Activated Communications Limited Partnership, a private investment business, since May 1982. Mr. Lindemann is also a director of Del Laboratories, Inc., Network Event Theater, Inc. and Total Research Corporation. Age: 63. Peter H. Kelley has been President and Chief Operating Officer of Southern Union since February 1990, Chief Executive Officer of Southern Union Gas Company ("Southern Union Gas"), a division of the Company, since June 1998, and Chief Executive Officer of Missouri Gas Energy ("MGE"), a division of the Company, since December 1993. From February 1990 to June 1998 Mr. Kelley was also President and Chief Operating Officer of Southern Union Gas and from December 1993 to September 1995, was also President of MGE. Prior to joining the Company, he had been an officer of Metro Mobile since 1986. Age: 52. Dan K. Wassong has been the President, Chief Executive Officer and a director of Del Laboratories, Inc., a manufacturer of cosmetics, toiletries and pharmaceuticals, for more than the past five years. Mr. Wassong is also a director of Moore Medical Corporation. Age: 69. THE BOARD RECOMMENDS A VOTE FOR ALL NOMINEES TO SERVE AS CLASS III DIRECTORS. DIRECTORS CONTINUING IN OFFICE Class I--Term expires in 2000 John E. Brennan has been Vice Chairman of the Board and Assistant Secretary of Southern Union since February 1990. Mr. Brennan has also been engaged in private investments since May 1992. Prior to May 1992, Mr. Brennan had been President and Chief Operating Officer of Metro Mobile. Age: 53. Frank W. Denius has been Chairman Emeritus of Southern Union since February 1990. Since February 1990, Mr. Denius has been engaged primarily in the private practice of law in Austin, Texas. Age: 74. Roger J. Pearson has been an attorney in private practice in Stamford, Connecticut for more than the past five years. He has been of counsel to the firm of Neville, Shaver, Hubbard & McLean since 1991. Mr. Pearson has been a director of the Company since January 1992. Mr. Pearson is also a director of Workflow Management, Inc. Age: 53. 56 Class II--Term expires in 2001 Aaron I. Fleischman has been Senior Partner of Fleischman and Walsh, L.L.P., a Washington, D.C. law firm specializing in regulatory, corporate-securities, litigation and legislative matters for telecommunications, regulated utilities and transportation companies, since 1976. Mr. Fleischman is also a director of Citizens Utilities Company. Age: 60. Kurt A. Gitter, M.D. has been an ophthalmic surgeon in private practice in New Orleans, Louisiana, since 1969. He has also been a Clinical Professor of Ophthalmology at Louisiana State University since 1978 and an assistant professor of ophthalmology at Tulane University since 1969. Dr. Gitter has been a director of the Company since June 1995. Age: 62. Adam M. Lindemann has been the managing member of Lindemann Capital Advisors, L.L.C. since November 1996, which manages investments for various private investment funds including Lindemann Capital Partners, L.P. Previously, he had been a personal investor manager for Third Point Partners since August 1996. From 1994 until August 1996, he was a securities analyst for Oppenheimer & Company and previously during 1994 he was a corporate finance associate with Perry Partners, a money management firm. Adam M. Lindemann is the son of George L. Lindemann, Chairman of the Board and Chief Executive Officer of Southern Union. Age: 38. George Rountree, III has been an attorney in private practice in Wilmington, North Carolina where he has been a senior partner in the firm of Rountree & Seagle since its formation in 1977. Age: 66. With the exception of Messrs. Denius, Gitter and Pearson, each of the above- named Directors and Nominees first became a director of the Company in February 1990. Board Committees and Meetings The Board has an Executive Committee, composed of Messrs. George Lindemann (Chairman), Brennan and Kelley. The Executive Committee held one meeting and acted by unanimous written consent on six occasions during fiscal year 1999. During the intervals between meetings of the Board, this committee has the authority to, and may exercise all of the powers of, the Board in the management of the business, property and affairs of the Company in all matters that are not required by statute or by the Company's Restated Certificate of Incorporation or Bylaws to be acted upon by the Board. This committee must exercise such authority in such manner as it deems to be in the best interests of the Company and consistent with any specific directions of the Board. The Board has an Audit Committee, currently composed of Messrs. Denius (Chairman) and Gitter. The Audit Committee met four times during fiscal year 1999. This committee has the duties of recommending to the Board the appointment of independent auditors, reviewing their charges for services, reviewing the scope and results of the audits performed, reviewing the adequacy and operation of the Company's internal audit function, and performing such other duties or functions with respect to the Company's accounting, financial and operating controls as deemed appropriate by it or the Board. The Board has a Long-Term Stock Incentive Plan Committee (the "Plan Committee") which may consist of no fewer than two directors. The Plan Committee administers the 1992 Plan and Southern Union's 1982 Stock Option Plan (the "1982 Plan"). The committee is currently composed of Messrs. Rountree (Chairman) and Pearson who have the authority to make all decisions regarding: (i) the granting of awards under the Company's 1992 Plan; (ii) eligibility of employees to receive awards under the 1992 Plan; and (iii) interpretation of the 1992 Plan. To serve on the Plan Committee, a director may not receive any awards under the 1992 Plan during the prior year, cannot currently be eligible to receive any awards under the 1992 Plan and must be an "outside" non-employee director. The Plan Committee did not meet during fiscal year 1999. 57 The Board has a Human Resources Committee currently composed of Messrs. Pearson (Chairman) and Gitter. The Human Resources Committee was formed in 1998 and met once during the fiscal year 1999. This committee has the authority to investigate any allegations of harassment or discrimination against any senior executive officers of the Company. This committee also reviews on a quarterly basis all outstanding claims of discrimination which result in an administrative claim or litigation. The Board held four meetings and acted by unanimous written consent on seven occasions during fiscal year 1999. Except for Messrs. Denius, Adam Lindemann and Wassong who were unable to attend one, one and two meetings, respectively, of the Board, all directors attended all of the meetings of the Board and committees on which they served that were held in fiscal year 1999 while they were directors and a member of any such committee. Board Compensation Compensation for each director is $20,000 per year, payable in quarterly installments, except for: Mr. George Lindemann (who is compensated as the Chief Executive Officer of the Company); Mr. Brennan (who receives $115,606 per year as Vice Chairman of the Board of the Company and a member of the Executive Committee); Mr. Kelley (who is compensated as an executive officer and employee of the Company and its divisions and subsidiaries); and the chairman and the other member of the Audit Committee of the Board, who receive $30,000 and $25,000 per year, respectively. Members of the Southern Union board also are reimbursed for travel expenses incurred in connection with Company business, including attendance at meetings of the Board and its committees. Directors' Deferred Compensation Plan The Board has a Directors' Deferred Compensation Plan (the "Directors' Plan") which is designed to attract and retain well-qualified individuals to serve as outside directors and to enhance the identity of their interests and the interests of stockholders. Participation in the Directors' Plan is optional. Under the Directors' Plan, each director who is not also an employee of the Company may choose to defer all or any percentage of his or her director's fees and invest such deferred amount in Southern Union common stock. The Directors' Plan requires the Company to make a matching contribution of 100% of the first 10% of the participant's total directors' fees, to the extent deferred. A participating director is 100% vested with respect to the amount of director's fees that he or she elects to defer and any related income, gains and losses. The Company's matching contributions do not vest until the participating director either has completed five (5) years of service as a director or dies while serving as a director. Deferred amounts may not be withdrawn by a participant until (i) thirty (30) days after such time as the director either retires or ceases to be a director of the Company; or (ii) with the permission of the Board, in the event of severe financial hardship. The Board may terminate, suspend or amend the Directors' Plan under certain circumstances, but the Board has no discretion regarding its administration. 58 BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION The Board closely aligns the total compensation of the executive officers with the profitability of the Company. Merit increases to the base salaries for the officer group have been moderate in comparison to industry standards. The 1992 Plan was introduced in order to focus the attention of management on the long-term improvement of stockholder value. The Company's 1999 short-term incentive plan was aligned with each officer's and manager's compensation to directly reflect the desired short-term customer service, safety, reliability and profitability goals of the Company applicable to such officer or manager. By balancing the use of short- and long-term incentive and adequate base salary, the Board believes it has been and will continue to be able to recruit the talent needed to manage the Company, retain the talents of current management and align the successes of the Company and management. The factors and criteria utilized by the Board include the assessment of comparable information from similarly-sized operations. It is the philosophy of the Board to set the base salaries and incentives of executive officers at an amount comparable to a financial peer group of other similarly-sized companies. This peer group includes neighboring and other similarly sized natural gas distribution companies and other companies which share operating and financial characteristics with the Company. The Board believes the performance on which executive officer compensation is based should be assessed both on an annual basis and also over a longer period of time to ensure that executive officers work to support both the Company's current objectives as well as its strategic objectives. The Board regularly reviews the Chief Operating Officer's recommended base salary merit increases, cash incentive plan and stock option plan awards for the Company's other executive officers. Base salary merit increase and cash incentive award recommendations, if any, are primarily based on corporate operating and financial performance, as well as on executive officers' individual performance, for the prior fiscal year. Merit increases are also based on a review of peer group base salaries and executive officers' individual contributions to the Company's strategic objectives. Stock option recommendations, if any, are primarily based on executive officers' individual performance during the prior fiscal year, but also relate to performance judgments as to the past contributions of the individual executive officers and judgments as to their individual contributions to the Company's strategic objectives. The Board then determines compensation for such executive officers, in light of (a) the Company's actual performance as compared to its corporate financial goals for the prior fiscal year, (b) individual executive officers' actual performance as compared to their individual goals supporting the Company's financial and operating objectives, (c) the Company's executive officer compensation levels relative to its peer group and (d) periodic reports from independent compensation consultants regarding the compensation competitiveness of the Company. The Board also reviews the above types of compensation for the Chief Executive Officer with the assistance of the Company's human resources staff and recommends adjustments as deemed appropriate based on the above compensation review criteria and its expectation as to his future contributions in leading the Company. Neither the Chairman of the Board and Chief Executive Officer, the Vice Chairman nor the President and Chief Operating Officer were included in the Short-Term Incentive Plan for 1999, but are eligible for discretionary bonuses based on performance as determined by the Board. The Executive Vice President and Chief Financial Officer, the President--Southern Union Gas and the Senior Vice President--Legal and Secretary had the ability to obtain short-term incentive awards for 1999. See "Executive Officers and Compensation--Executive Compensation." The 1992 Long-Term Stock Incentive Plan Committee considers all aspects of compensation provided to the executive officers prior to determining appropriate awards to be given under the 1992 Plan to each executive. 59 In 1993, the Board established Southern Union's Supplemental Deferred Compensation Plan (the "Supplemental Plan"). The Supplemental Plan is designed to encourage greater ownership of shares of Southern Union common stock by executive employees by enhancing the Company's matching contribution, and to provide employee benefits similar to the benefits such employee would have received under Southern Union's Savings Plan (the "401(k) Plan") if not for the existence of certain limitations that are set forth in the Internal Revenue Code of 1986, as amended (the "Code"), relating to "highly compensated employees" as defined in the Code. Under the Supplemental Plan, an eligible employee may defer up to 100% of his or her annual compensation (salary and bonus) through payroll deductions (the "Employee Contributions"). In addition, the Supplemental Plan requires the Company to make a 100% matching contribution on Employee Contributions up to a maximum of 10% of the participant's annual compensation. The first 8% of the Employee Contributions, together with the Company's matching contributions, are invested by the Supplemental Plan's trustee in shares of Southern Union common stock. The Company also provides retirement benefits through various defined benefit and defined contribution plans. See "Executive Officers and Compensation--Retirement Benefits." The Board believes that it has concentrated, and intends to continue to concentrate, the bulk of Mr. Lindemann's compensation as the Chairman of the Board and Chief Executive Officer on long-term incentives such as stock option grants which are directly attributable to increasing stockholder value. By: The Board of Directors George L. Lindemann John E. Brennan Frank W. Denius Peter H. Kelley Aaron I. Fleischman Kurt A. Gitter, M.D. Adam M. Lindemann Roger J. Pearson George Rountree, III Dan K. Wassong 60 EXECUTIVE OFFICERS AND COMPENSATION Executive Officers Who Are Not Directors Executive Officers of the Company are elected by the Board to serve at the pleasure of the Board or until their successors are elected and qualified. Generally, officers are reelected annually by the Board. The following Executive Officers of the Company are not directors. Steven W. Cattron has been President of MGE since June 1998. Prior to joining the Company, Mr. Cattron was employed with Kansas City Power and Light Company since 1982 where most recently he was Vice President--Marketing and Sales. Age: 43. Ronald J. Endres has been Executive Vice President since June 1996 and Chief Financial Officer since October 1989. He was a Senior Vice President from April 1987 until June 1996. Previously, Mr. Endres had held other financial and operating positions with the Company since June 1969. Age: 55. David J. Kvapil has been Senior Vice President and Corporate Controller since January 1998. He was Vice President--Controller from July 1993 to December 1997, and Controller from August 1992 to July 1993. Age: 44. Dennis K. Morgan has been Senior Vice President--Legal and Secretary since January 1998. He was Vice President--Legal and Secretary from April 1991 to December 1997. Previously, Mr. Morgan had held various legal positions with the Company or a subsidiary of the Company since June 1981. Age: 51. David W. Stevens has been President of Southern Union Gas since June 1998. Previously, Mr. Stevens held other financial and operating positions with Southern Union Gas since 1993, most recently Senior Vice President of Sales and Operations from July 1996 to June 1998. Prior to that, Mr. Stevens had held various operational positions with subsidiaries of the Company since 1984. Age: 39. 61 Executive Compensation The following table sets forth the remuneration paid by the Company and its subsidiaries (i) to the Chairman of the Board and Chief Executive Officer and (ii) to each of the four most highly compensated key executive officers at June 30, 1999 of the Company (this group is referred to as the "Named Executive Officers"): Summary Compensation Table
Annual Compensation -------------------------------------- Securities Name and Principal Other Annual Underlying All Other Position Year Salary Bonus Compensation(1) Options/SARs(2) Compensation(3) ------------------ ---- -------- -------- --------------- --------------- --------------- George L. Lindemann Chairman of the Board and 1999 $245,971 $ -- $ 41,543(4) -- $ 45,190 Chief Executive Officer............... 1998 227,861 -- 45,930(4) 165,375 24,248 1997 206,073 30,107 33,557(4) 121,551 14,178 Peter H. Kelley President and 1999 506,599 87,700 533,562(5)(6) -- 123,365 Chief Operating Officer............... 1998 468,296 105,679 342,467(5)(6) 165,375 65,610 1997 412,681 71,952 27,313(7) 121,551 33,138 Ronald J. Endres Executive Vice President and 1999 297,891 35,615 613,223(5) -- 72,664 Chief Financial Officer............... 1998 274,745 85,848 464,515(5) 82,688 40,824 1997 263,119 80,046 -- 78,140 23,412 David W. Stevens President--Southern Union 1999 198,823 62,903 -- -- 54,989 Gas.................... 1998 185,558 91,251 -- 33,075 32,643 1997 -- -- -- -- -- Dennis K. Morgan Senior Vice President-- 1999 184,905 42,059 -- -- 46,748 Legal and Secretary.... 1998 172,379 47,819 -- 24,806 26,933 1997 154,611 49,703 -- 8,682 15,698
- -------- (1) Does not include the value of perquisites and other personal benefits if the aggregate amount of such items, if any, does not exceed the lesser of $50,000 or 10 percent of the total amount of annual salary and bonus for any named individual. (2) No Stock Appreciation Rights were granted in 1999, 1998 or 1997. Additionally, no restricted stock awards or long-term incentive plan payouts were made in 1999, 1998 or 1997. (3) Company matching provided through the 401(k) Plan and the Supplemental Plan. Also consists of Company contribution for named officer due to conversion of various defined benefit plans to a defined contribution plan. See "--Retirement Benefits." (4) Represents perquisites and other personal benefits received from the Company. (5) Indicates the difference between the price paid by the individual for Southern Union common stock purchased from the Company upon the exercise of non-qualified (but not incentive) stock options and the fair market value of such Southern Union common stock. See "--Options Exercised in 1999 and 1999 Year-End Values." (6) Also includes forgiveness of interest by the Company. See "Certain Relationships." (7) Principally represents forgiveness of interest by the Company. See "Certain Relationships." 62 Option Grants in 1999 There were no awards of stock options to the Named Executive Officers during fiscal year 1999. Options Exercised in 1999 and 1999 Year-End Values The following table provides information regarding the exercise of stock options, incentive and non-qualified, by each of the Named Executive Officers and the value of unexercised "in-the-money" options as of June 30, 1999:
Number of Securities Value of Unexercised Underlying Unexercised In-the-Money Options Options at Fiscal Year End at Fiscal Year End Exercisable/ Exercisable/ Unexercisable(1) Unexercisable(2) -------------------------- ------------------------- Shares Acquired Value Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable ---- ----------- ------------- -------------- ------------- ----------- ------------- George L. Lindemann..... * * 430,609 257,329 $5,719,795 $1,640,848 Peter H. Kelley......... 50,500 $ 874,205 322,068 291,184 4,097,566 2,105,115 Ronald J. Endres........ 53,496 749,083 203,776 133,457 2,827,154 859,732 David W. Stevens........ 1,575 22,772 46,355 36,851 567,486 185,680 Dennis K. Morgan........ 1,549 23,687 48,165 30,285 668,742 156,373
- -------- * No options were exercised during the year ended June 30, 1999 by the Named Executive Officer. (1) The securities underlying unexercised options have been adjusted to reflect each of the 5% stock dividends distributed on August 6, 1999, December 9, 1998, December 10, 1997, December 10, 1996, November 27, 1995 and June 30, 1994, and the 50% stock dividend distributed on July 13, 1998, the 33% stock dividend distributed on March 11, 1996 and the 50% stock dividend distributed on March 9, 1994. (2) Based on a closing price on June 30, 1999 of $20.71 per share as reported by the New York Stock Exchange and adjusted for 5% stock dividend distributed on August 6, 1999. Retirement Benefits The Company sponsors two "Qualified" (Plans A and B) and one "Non-Qualified" retirement income plans. With respect to the Qualified Plans, Plan B covers all employees of Missouri Gas Energy and Plan A covers all employees other than employees of Missouri Gas Energy, Lavaca Realty Company, Atlantic Utilities, Atlantic Gas Corporation, Mercado Gas Services, Inc., SUPro Energy Company, Energy WorX, Inc. and ConTigo, Inc. All officers listed in the Summary Compensation Table are presently covered by Plan A. All officers listed in the Summary Compensation Table, except Mr. Lindemann, are covered by the Non- Qualified Plan. Plan A, the Non-Qualified Plan and the portion of Plan B covering Non-Union employees were converted effective December 31, 1998 from traditional defined benefit plans with benefits based on years of service and final average compensation to cash balance defined benefit plans in which an account is maintained for each employee. The initial value of the account was determined as the actuarial present value (as defined in the Plans) of the benefit accrued at transition (December 31, 1998) under the pre-existing traditional defined benefit plan. The initial credit for Messrs. Kelley and Endres under the Non- Qualified Plan was adjusted by dividing the present value described above by a factor of 0.60 to reflect the effects of taxes at an assumed 40% marginal rate. Future contribution credits to the accounts are based on a percentage of future compensation, which varies by individual as shown in the table below. Compensation in Plan A and Plan B is limited to $160,000 in 1999. Interest credits to the accounts are based on 30-year Treasury bond yields. Normal Retirement Age under each of the plans is defined as age 65. 63 Benefits under Plan A may be paid in a single lump sum payment or as a monthly pension payable for life, with a 10-year certain period. The single lump sum payment is the account balance at the time of distribution. The monthly pension is the sum of the benefit accrued as of December 31, 1998 under the pre-existing plan plus an amount actuarially equivalent to the value of post-1998 contribution credits (and interest credits thereon). Benefits under the Non-Qualified plan are paid in five annual installments which deplete the account balance. The data for each of the Named Executive Officers is shown in the table below, assuming 5% growth in annual compensation, 6% future interest credits under the cash balance plan, actuarial conversions at normal retirement age based on a 6% interest rate and a 3% rate of growth in the $160,000 compensation limit under Plans A and B.
Estimated Benefits Estimated Annual at Normal Plan A Non-Qualified Benefits at Normal Retirement Age Contribution Plan Contribution Retirement Age from Non-Qualified Name Credit Rate Credit Rate from Plan A Plan(1) ---- ------------ ----------------- ------------------ ------------------ George L. Lindemann..... 1.5% -- $19,114 -- Peter H. Kelley......... -- -- 18,235 $3,678,265 Ronald J. Endres........ 3.5% -- 52,975 1,665,941 David W. Stevens........ -- 8.0% 27,485 653,928 Dennis K. Morgan........ 1.0% 4.0% 37,710 190,703
- -------- (1) Estimated benefits shown are paid in five annual installments. Employment Contracts, Termination of Employment and Change-In-Control Arrangements All executive officers of the Company serve at the discretion of the Board. Generally, the executive officers are appointed to their position by the Board annually. The Company has an agreement with Mr. Kelley that upon certain occurrences, the outstanding balance on his promissory note due to the company will be canceled and deemed paid in full. These occurrences include, among other items, termination of employment other than for cause, diminution in base salary or a change-in-control of the Company. See "Certain Relationships." Compensation Committee Interlocks and Insider Participation The Board does not have a separate compensation committee. Except with respect to the 1992 Plan, which is administered by the Board's Plan Committee, all decisions regarding management compensation are made by the full Board. Chairman Lindemann and Directors Brennan and Kelley, each of whom is also an executive officer of the Company, participated in deliberations of the Board of Directors concerning compensation for members of management but did not participate in Board votes as to compensation for themselves. See "Certain Relationships." Section 16(a) Beneficial Ownership Reporting Compliance Based solely on review of the copies of forms furnished to the Company, or written representations that no annual reports (SEC Form 5) were required, the Company believes that during 1999, all SEC filings of its officers, directors and 10% stockholders complied with requirements for reporting ownership and changes in ownership of Southern Union common stock (pursuant to Section 16(a) of the Exchange Act). 64 SECURITY OWNERSHIP The following table sets forth the number of all shares of Southern Union common stock beneficially owned by each director, by each Named Executive Officer, by each person known by the Company to beneficially own 5% or more of the outstanding Southern Union common stock, and by all directors and executive officers as a group on September 3, 1999, unless otherwise indicated in the footnotes. Each of the following persons and members of the group had sole voting and investment power with respect to the shares shown unless otherwise indicated in the footnotes. Number of shares held excludes options to acquire shares of common stock that are not exercisable within sixty days of September 3, 1999.
Beneficial Owner Number of Shares Held Percent of Class ---------------- --------------------- ---------------- George L. Lindemann................. 4,683,224(1)(2) 14.79% Adam M. Lindemann................... 2,614,598(2)(3) 8.37% George Lindemann, Jr. .............. 2,611,831(2) 8.36% 11950 Mainstone Drive Wellington, Florida 33414 Sloan N. Lindemann.................. 2,611,831(2) 8.36% 767 Fifth Avenue, 50th Floor New York, New York 10153 John E. Brennan..................... 630,035(4) 2.00% Frank W. Denius..................... 47,506(5) * Aaron I. Fleischman................. 520,502(6) 1.66% Kurt A. Gitter, M.D................. 175,132(7) * Peter H. Kelley..................... 469,469(8) 1.49% Roger J. Pearson.................... 39,044(9) * George Rountree, III................ 56,548(10) * Dan K. Wassong...................... 53,207(11) * Ronald J. Endres.................... 313,054(12) 1.00% Dennis K. Morgan.................... 65,000(13) * David W. Stevens.................... 70,605(14) * Baron Capital Group, Inc............ 3,408,521(15) 10.91% 767 Fifth Avenue, 49th Floor New York, New York 10153 The Equitable Companies Incorporated....................... 1,709,967(16) 5.47% 1290 Avenue of the Americas New York, New York 10104 Lee M. Bass......................... 1,192,039(17)(18) 3.82% 201 Main Street Fort Worth, Texas 76102 Sid R. Bass Management Trust (19)... 1,542,274(17)(20) 4.94% 201 Main Street Fort Worth, Texas 76102 All Directors and Executive Officers as a group (15 in group)........... 9,838,588(21) 31.50%
- -------- * Indicates less than one percent (1%). (1) Of these shares: 1,938,320 are owned by Mr. Lindemann including 7,388 vested shares held by the 401(k) Plan and 10,833 vested shares held through the Supplemental Plan; 2,099,135 shares are owned by his wife, Dr. F.B. Lindemann; and 430,609 shares of Southern Union common stock Mr. Lindemann is entitled to purchase upon the exercise of presently exercisable stock options pursuant to the 1992 Plan. Substantially all shares held by Mr. and Dr. Lindemann and their three children (Adam M., George, Jr., and Sloan N.) have been pledged to Activated Communications Limited Partnership ("Activated"). Activated, which is owned and managed by or for the benefit of the Lindemanns, provided the funds used 65 to purchase certain of such shares. Mr. Lindemann is the Chairman of the Board and President, and Dr. Lindemann is a director, of the sole general partner of Activated. (2) This information regarding direct share ownership by members of the Lindemann family generally was obtained from and is reported herein in reliance upon a Schedule 13D (as amended through February 6, 1997) as adjusted for any stock dividends and splits since the date of such report filed by Adam M. Lindemann, Dr. F.B. Lindemann, George L. Lindemann, George Lindemann, Jr. and Sloan N. Lindemann. In addition, information regarding share ownership by George L. Lindemann (including shares owned by his wife, Dr. F. B. Lindemann) and Adam M. Lindemann reflects information derived from their respective reports on Form 4 and Form 5 under the Securities Exchange Act filed to date. Each member of the Lindemann family disclaims beneficial ownership of any shares owned by any other member of the Lindemann family. Accordingly, with respect to each member of the Lindemann family who owns Southern Union common stock, the above table reflects only individual share ownership except that the shares held by Dr. F. B. Lindemann are reflected as owned by George L. Lindemann as explained in Note (1). (3) Includes 3,359 vested shares pursuant to the Directors' Plan. (4) Of these shares, 3,876 vested shares are held by the 401(k) Plan, 4,753 vested shares are held through the Supplemental Plan, 4,756 shares are owned by his wife, 199,720 are held in two separate trusts for the benefit of members of his family and 315,292 represent shares that Mr. Brennan is entitled to purchase upon the exercise of presently exercisable stock options granted to him pursuant to the 1982 Plan and the 1992 Plan. Such number excludes options to acquire shares of common stock that are not exercisable within sixty days of September 3, 1999. (5) Includes: 910 shares owned by his wife; 25,921 shares that The Effie and Wofford Cain Foundation, in which Mr. Denius is a director, own; and 7,200 vested shares pursuant to the Directors' Plan. Mr. Denius disclaims beneficial ownership of those shares held by the Foundation since he does not have a pecuniary interest in or control the Foundation's assets. (6) Includes: 100,506 shares that Fleischman and Walsh, L.L.P., in which Mr. Fleischman is Senior Partner, is entitled to purchase upon exercise of a warrant; 12,151 vested shares pursuant to the Directors' Plan; 106,872 shares owned by the Fleischman and Walsh 401(k) Profit Sharing Plan for which Mr. Fleischman is a trustee and a beneficiary; and 21,147 shares owned by the Aaron I. Fleischman Foundation for which Mr. Fleischman is the sole trustee. Mr. Fleischman disclaims beneficial ownership of those shares held by the Fleischman and Walsh Plan in which he does not have a pecuniary interest and those shares held by the Aaron I. Fleischman Foundation. (7) Includes 5,445 vested shares pursuant to the Directors' Plan. (8) Includes 322,068 shares that Mr. Kelley is entitled to purchase upon the exercise of presently exercisable stock options granted pursuant to the 1982 Plan and the 1992 Plan. Such number also includes: 18,265 vested shares held by the 401(k) Plan; 3,383 vested shares held through the Southern Union Stock Purchase Plan; and 27,357 vested shares held through the Supplemental Plan. (9) Includes 2,936 shares held by Mr. Pearson as Custodian (pursuant to the Uniform Gifts to Minors Act) for his children; and 3,828 vested shares pursuant to the Directors' Plan. (10) Includes 1,376 shares owned by his wife and 14,337 vested shares allocated to Mr. Rountree pursuant to the Directors' Plan. (11) Includes 5,127 vested shares pursuant to the Directors' Plan. (12) Includes 203,776 shares Mr. Endres is entitled to purchase upon the exercise of presently exercisable stock options pursuant to the 1982 Plan and the 1992 Plan. Such number also includes: 10,856 vested shares held through the 401(k) Plan and 17,093 vested shares held through the Supplemental Plan. (13) Includes 48,165 shares Mr. Morgan is entitled to purchase upon the exercise of presently exercisable stock options pursuant to the 1992 Plan. Such number also includes 5,459 vested shares held through the 401(k) Plan and 9,751 vested shares held through the Supplemental Plan. (14) Includes 46,355 shares that Mr. Stevens is entitled to purchase upon the exercise of presently exercisable stock options granted pursuant to the 1992 Plan. Such number also includes: 10,601 vested shares held by the 401(k) Plan; 1,738 vested shares held through the Southern Union Stock Purchase Plan and 10,629 vested shares held through the Supplemental Plan. 66 (15) This information regarding share ownership by Baron Capital Group, Inc. ("BCG") was obtained from and is reported herein in reliance upon a Schedule 13G, as amended through August 4, 1999 (the "Baron Filing") filed by BCG, BAMCO, Inc. ("BAMCO"), Baron Capital Management, Inc. ("BCM"), Baron Asset Fund ("BAF") and Ronald Baron (collectively, the "Baron Filing Group"). Pursuant to the Baron Filing, the members of the Baron Filing Group own beneficially and have shared power to vote or direct the vote of and to dispose or direct the disposition of the following number of shares of Southern Union common stock: BCG-3,408,521 shares; BAMCO-2,707,000 shares; BCM-701,521 shares; BAF-2,173,600 shares; and Mr. Baron-3,408,521 shares. The members of the Baron Filing Group disclaim beneficial ownership in each other's shares. (16) This information regarding direct share ownership by The Equitable Companies Incorporated was obtained from and is reported herein in reliance upon a Schedule 13G (dated February 10, 1999) as adjusted for any stock dividends since the date of such report and any 13F filings by The Equitable Companies Incorporated. (17) Does not include 132,667, 67,586 and 67,586 shares (all representing less than 1% of the Southern Union common stock outstanding) owned by Bass Enterprises Production Co. ("BEPCO"), The Bass Foundation ("BF") and Lee and Romana Bass Foundation ("LRBF"), respectively. This information, the information set forth in note (19) and the number of shares owned by Lee M. Bass and Sid R. Bass Management Trust set forth in the table were obtained from and is reported herein in reliance upon a Schedule 13D (as amended through December 30, 1997) filed by Sid R. Bass, Lee M. Bass, Sid R. Bass Management Trust, Perry R. Bass, BEPCO, BF and LRBF (the "Bass Filing Group"), as adjusted for any stock dividends and splits since the date of such schedule. Members of the Bass Filing Group disclaim beneficial ownership in each other's shares. (18) Does not include shares reported to be held by Sid R. Bass Management Trust. See notes (17), (19) and (20). (19) Sid R. Bass Management Trust is a revocable trust under Texas law for which Sid R. Bass, Lee M. Bass and one other person are trustees. See note (17). (20) Does not include shares reported to be held by Lee M. Bass. See notes (17) and (18). (21) Excludes options granted pursuant to the 1982 Plan and the 1992 Plan to acquire shares of Southern Union common stock that are not presently exercisable or do not become exercisable within sixty days of September 3, 1999. Includes 209,896 vested shares held through certain Company benefit and deferred savings plans for which certain executive officers and directors may be deemed beneficial owners, but excludes shares which have not vested under the terms of such plans. Also, includes 47,220 shares held by a "Rabbi Trust" known as the Trust for Miscellaneous Southern Union Company Deferred Compensation Arrangements ("Rabbi Trust"). The shares are held as a part of Southern Union's efforts to provide funding for a portion of the future liability under the Southern Union Supplemental Executive Retirement Plan ("SERP"). Any assets held for the benefit of the SERP are held in the Rabbi Trust. Southern Union management directly or indirectly controls the investment of any assets, and the voting of any securities, held for the SERP. Of the shares held for the SERP as of September 3, 1999, 21,700 shares were purchased in the open market after June 30, 1999. Southern Union anticipates that the SERP may continue to purchase shares of Southern Union common stock, including in the open market, to assist in fulfillment of future payment obligations under the SERP. 67 COMMON STOCK PERFORMANCE GRAPH The following performance graph compares the performance of Southern Union common stock to the Standard & Poor's 500 Stock Index ("S&P 500 Index") and the Standard & Poor's Utilities 40 Index ("S&P Utilities Index"). The comparison assumes $100 was invested on June 30, 1994 in Southern Union common stock, the S&P 500 Index and in the S&P Utilities Index. Each case assumes reinvestment of dividends. Comparison of Five-Year Cumulative Total Return (Southern Union, S&P 500 and S&P Utilities) [LINE GRAPH] Southern Union S&P 500 Index S&P Utilities Index 1994 100 100 100 1995 103 126 115 1996 175 159 143 1997 191 214 150 1998 282 278 196 1999 300 342 213 CERTAIN RELATIONSHIPS In April 1992, Southern Union advanced $375,980 to Peter H. Kelley, President, Chief Operating Officer and a director of Southern Union, to enable him to repay certain funds borrowed by him from his previous employer in connection with his departure from his previous employer and relocation to become an executive officer of the Company. In May 1995 the note was restructured calling for 359 monthly payments of approximately $1,909 and a balloon payment of $147,746. The restructuring is evidenced by a renewal promissory note, bearing an annual percentage interest rate equal to 7.4%. During the fiscal year ended June 30, 1999, $15,606 in interest was forgiven by the Company. See "Executive Officers and Compensation--Executive Compensation." The outstanding balance at June 30, 1999 was $206,531. On October 4, 1993, Southern Union's Board of Directors approved and ratified payments by the Company to Activated for use by the Company of Activated's office space in New York City. Chairman George L. Lindemann and Vice Chairman John E. Brennan control and operate, and Director Adam M. Lindemann has a beneficial interest in, Activated; none of the foregoing Directors participated in such Board action. Payments to Activated were $251,000 in each of the fiscal years ended June 30, 1999, 1998 and 1997. Director Fleischman is Senior Partner of Fleischman and Walsh, L.L.P., which provides legal services to the Company and certain of its subsidiaries. For the fiscal year ended June 30, 1999, the total amount paid by the Company to Fleischman and Walsh, L.L.P. for legal services was $1,210,702. EXPERTS The consolidated financial statements of Southern Union included in its Annual Report on Form 10-K for the years ended June 30, 1999, 1998 and 1997 have been incorporated in this proxy statement by reference and have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements and schedules of PEI included in its Annual Report on Form 10-K for the years ended December 31, 1998 and 1997, have been incorporated in this proxy statement by reference and have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The consolidated financial statements and schedules for the year ended December 31, 1996 included in PEI's Annual Report on Form 10-K for the year ended December 31, 1998, and incorporated herein by reference, were audited by Arthur Andersen LLP, independent accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said report. INDEPENDENT AUDITORS PricewaterhouseCoopers LLP has served as the Certified Public Accountants of the Company for the fiscal year ended June 30, 1999. Representatives of PricewaterhouseCoopers LLP are expected to be present at the annual meeting, and to be given an opportunity to make a statement if they desire to do so and to be available to respond to appropriate questions. The Board's Audit Committee presently expects to recommend to the Board, and the Board is expected to approve, the selection of PricewaterhouseCoopers LLP to serve as the Company's Certified Public Accountants for the fiscal year ending June 30, 2000. 69 COMPANY'S 1999 ANNUAL REPORT The Company's Annual Report to Stockholders and Annual Report on Form 10-K for the fiscal year ended June 30, 1999, as filed with the Securities and Exchange Commission are available without charge to stockholders upon writing to the Secretary of the Company. Neither such Annual Report to Stockholders nor the Annual Report on Form 10-K for the fiscal year ended June 30, 1999 is to be treated as part of the proxy solicitation materials or as having been incorporated herein by reference. By Order of the Board of Directors, /s/ Dennis K. Morgan Dennis K. Morgan Secretary Austin, Texas September 17, 1999 70 APPENDIX A AGREEMENT OF MERGER between SOUTHERN UNION COMPANY and PENNSYLVANIA ENTERPRISES, INC. Dated as of June 7, 1999 A-i TABLE OF CONTENTS
Page ---- ARTICLE I DEFINITIONS............................................... 1 Section 1.1 Certain Defined Terms..................................... 1 Section 1.2 Other Defined Terms....................................... 7 ARTICLE II THE MERGER; OTHER TRANSACTIONS............................ 9 Section 2.1 The Merger................................................ 9 Section 2.2 Effective Time of the Merger.............................. 9 Section 2.3 Closing................................................... 9 Section 2.4 Certificate of Incorporation; By-laws..................... 9 Section 2.5 Directors and Officers.................................... 9 Section 2.6 Other Transactions........................................ 9 ARTICLE III CONVERSION OF SHARES...................................... 10 Section 3.1 Effect of the Merger...................................... 10 Section 3.2 Exchange of PNT Common Stock Certificates and PG Preferred Stock Certificates........................................ 10 Section 3.3 Dissenting Shares......................................... 12 Section 3.4 PNT Option Plans.......................................... 12 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SUG..................... 13 Section 4.1 Organization, Existence and Qualification................. 13 Section 4.2 Capitalization............................................ 13 Section 4.3 Subsidiaries; Investments................................. 13 Section 4.4 Authority Relative to this Agreement and Binding Effect... 13 Section 4.5 Governmental Approvals.................................... 14 Section 4.6 Public Utility Holding Company Status; Regulation as a Public Utility............................................ 14 Section 4.7 Compliance with Legal Requirements; Governmental Authorizations............................................ 14 Section 4.8 Legal Proceedings; Orders................................. 14 Section 4.9 SEC Documents............................................. 14 Section 4.10 Taxes..................................................... 15 Section 4.11 Intellectual Property..................................... 15 Section 4.12 Title to Assets........................................... 15 Section 4.13 Indebtedness.............................................. 15 Section 4.14 Machinery and Equipment................................... 15 Section 4.15 Material Contracts........................................ 15 Section 4.16 Insurance................................................. 16 Section 4.17 Employees................................................. 16 Section 4.18 Employee Benefit Plans.................................... 16 Section 4.19 Environmental Matters..................................... 18 Section 4.20 No Material Adverse Change................................ 18 Section 4.21 Brokers................................................... 19 Section 4.22 Regulatory Proceedings.................................... 19 Section 4.23 Proxy Statement; Registration Statement................... 19 Section 4.24 Vote Required............................................. 19 Section 4.25 Disclaimer of Representations and Warranties.............. 19 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PNT..................... 20 Section 5.1 Organization, Existence and Qualification................. 20 Section 5.2 Capitalization............................................ 20 Section 5.3 Subsidiaries; Investments................................. 20 Section 5.4 Authority Relative to this Agreement and Binding Effect... 21
A-ii TABLE OF CONTENTS (Continued)
Page ---- Section 5.5 Governmental Approvals.................................... 21 Section 5.6 Public Utility Holding Company Status; Regulation as a Public Utility............................................ 21 Section 5.7 Compliance with Legal Requirements; Governmental Authorizations............................................ 21 Section 5.8 Legal Proceedings; Orders................................. 21 Section 5.9 SEC Documents............................................. 22 Section 5.10 Taxes..................................................... 22 Section 5.11 Intellectual Property..................................... 22 Section 5.12 Title to Assets........................................... 23 Section 5.13 Indebtedness.............................................. 23 Section 5.14 Machinery and Equipment................................... 23 Section 5.15 Material Contracts........................................ 23 Section 5.16 Insurance................................................. 23 Section 5.17 Employees................................................. 23 Section 5.18 Employee Benefit Plans.................................... 24 Section 5.19 Environmental Matters..................................... 26 Section 5.20 No Material Adverse Change................................ 26 Section 5.21 Brokers................................................... 26 Section 5.22 PNT Rights Agreement...................................... 26 Section 5.23 Regulatory Proceedings.................................... 26 Section 5.24 Proxy Statement; Registration Statement................... 27 Section 5.25 Vote Required............................................. 27 Section 5.26 Opinion of Financial Advisor.............................. 27 Section 5.27 Disclaimer of Representations and Warranties.............. 27 ARTICLE VI COVENANTS................................................. 27 Section 6.1 Covenants of PNT.......................................... 27 (a) Conduct of the Business Prior to the Closing Date......... 27 (b) Customer Notifications.................................... 29 (c) Access to the Acquired Companies' Offices, Properties and Records; Updating Information............................. 29 (d) Governmental Approvals; Third Party Consents.............. 30 (e) Dividends................................................. 30 (f) Issuance of Securities.................................... 30 (g) Accounting................................................ 30 (h) No Shopping............................................... 30 (i) Solicitation of Proxies; PNT Proxy Statement.............. 32 (j) PNT Shareholder Approval.................................. 32 (k) Rule 145 Letters.......................................... 32 (l) Financing Activities...................................... 32 (m) PNT Disclosure Schedule................................... 32 Section 6.2 Covenants of SUG.......................................... 33 (a) Governmental Approvals; Third Party Consents.............. 33 (b) Employees; Benefits....................................... 33 (c) Rule 16b-3................................................ 33 (d) Tax Matters............................................... 33 (e) Blue Sky Permits.......................................... 33 (f) Listing Application....................................... 33 (g) Directors................................................. 34
A-iii TABLE OF CONTENTS (Continued)
Page ---- (h) Technology: Pennsylvania Operations...................... 34 (i) Charitable Contributions................................. 34 (j) Collective Bargaining Agreements......................... 34 (k) Restrictions on Unusual Distributions; Anti-Dilution..... 34 (l) Solicitation of Proxies; SUG Proxy Statement............. 34 (m) SUG Shareholder Approval................................. 34 (n) SUG Disclosure Schedule.................................. 34 (o) Conduct of the Business Prior to the Closing Date........ 35 (p) Access to SUG's Offices, Properties and Records; Updating Information.............................................. 35 Section 6.3 Additional Agreements.................................... 35 ARTICLE VII CONDITIONS............................................... 36 Section 7.1 Conditions to SUG's Obligation to Effect the Merger...... 36 Section 7.2 Conditions to PNT's Obligations to Effect the Mergers.... 38 ARTICLE VIII TERMINATION.............................................. 39 Section 8.1 Termination Rights....................................... 39 Section 8.2 Effect of Termination.................................... 40 Section 8.3 Termination Fee; Expenses................................ 40 ARTICLE IX INDEMNIFICATION; REMEDIES................................ 40 Section 9.1 Directors' and Officer's Indemnification................. 40 Section 9.2 Representations and Warranties........................... 41 ARTICLE X GENERAL PROVISIONS....................................... 41 Section 10.1 Expenses................................................. 41 Section 10.2 Notices.................................................. 41 Section 10.3 Assignment............................................... 42 Section 10.4 Successor Bound.......................................... 42 Section 10.5 Governing Law; Forum; Consent to Jurisdiction............ 42 Section 10.6 Waiver of Trial By Jury.................................. 42 Section 10.7 Cooperation; Further Documents........................... 43 Section 10.8 Construction of Agreement................................ 43 Section 10.9 Publicity; Organizational and Operational Announcements.. 43 Section 10.10 Waiver................................................... 43 Section 10.11 Parties in Interest...................................... 43 Section 10.12 Specific Performance..................................... 43 Section 10.13 Section and Paragraph Headings........................... 44 Section 10.14 Amendment................................................ 44 Section 10.15 Entire Agreement......................................... 44 Section 10.16 Counterparts............................................. 44
Disclosure Schedules: PNT Disclosure Schedule SUG Disclosure Schedule
A-iv AGREEMENT OF MERGER This AGREEMENT OF MERGER (this "Agreement") is made as of the 7th day of June, 1999, by and between SOUTHERN UNION COMPANY, a Delaware corporation ("SUG"), and PENNSYLVANIA ENTERPRISES, INC., a Pennsylvania corporation ("PNT"). RECITALS WHEREAS, the Board of Directors of each of SUG and PNT has approved and deems it advisable and in the best interests of their respective shareholders to consummate the merger of PNT with and into SUG upon the terms and subject to the conditions set forth herein; and WHEREAS, in furtherance thereof, the Board of Directors of each of SUG and PNT has approved this Agreement and the merger of PNT with and into SUG, with SUG being the surviving corporation (the "Merger"); NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, SUG and PNT hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Certain Defined Terms. For purposes of this Agreement, the following terms have the meanings specified or referred to in this Article I (such definitions to be equally applicable to both the singular and plural forms of the terms defined): "Acquired Companies"--PNT and its Subsidiaries, collectively, and each, an "Acquired Company." "Applicable Contract"--any Contract (a) under which any Acquired Company has any rights, (b) under which any Acquired Company has any obligation or liability, or (c) by which any Acquired Company or any of the assets owned or used by it is bound. "Average Trading Price"--of SUG Common Stock, as of any date, will equal the average of the reported closing market prices of such stock for the ten consecutive trading days ending on the third trading day prior to such date (counting from and including the trading day immediately preceding such date). The closing market price for each day in question will be the last sale price, regular way or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system of the principal national securities exchange on which SUG Common Stock is listed or admitted to trading. "CERCLA"--the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. "Closing Date"--the date on which the Closing actually takes place. "COBRA"--the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any successor law, and regulations and rules issued pursuant to that act or any successor law, and also the requirements of Part 6 of Subtitle B of Title I of ERISA. "Consent"--any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization). A-1 "Contract"--any agreement, contract, document, instrument, obligation, promise or undertaking (whether written or oral) that is legally binding. "DGCL"--the Delaware General Corporation Law. "Encumbrance"--any charge, adverse claim, lien, mortgage, pledge, security interest or other encumbrance. "Environment"--soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any other environmental medium or natural resource. "Environmental Law"--any Legal Requirement that requires or relates to: (a) advising appropriate authorities, employees, and the public of intended or actual releases of pollutants or hazardous substances or materials, violations of discharge limits, or other prohibitions and of the commencements of activities, such as resource extraction or construction, that could have significant impact on the Environment; (b) preventing or reducing to acceptable levels the release of pollutants or hazardous substances or materials into the Environment; (c) reducing the quantities, preventing the release, or minimizing the hazardous characteristics of wastes that are generated; (d) reducing to acceptable levels the risks inherent in the transportation of hazardous substances, pollutants, oil, or other potentially harmful; or (e) making responsible parties pay private parties, or groups of them, for damages done to their health or the Environment, or permitting self- appointed representatives of the public interest to recover for injuries done to public assets or for damages to natural resources. "ERISA"--the Employee Retirement Income Security Act of 1974, as amended, or any successor law, and regulations and rules issued pursuant to that act or any successor law. "Exchange Act"--the Securities Exchange Act of 1934, as amended, or any successor law, and regulations and rules issued by the SEC pursuant to that act or any successor law. "Facilities"--any real property, leaseholds, or other interests currently or formerly owned or operated by any Acquired Company and any buildings, plants, structures, or equipment (including motor vehicles, tank cars, and rolling stock) currently or formerly owned or operated by any Acquired Company. "FERC"--the Federal Energy Regulatory Commission or any successor agency. "Final Order"--an action by a Governmental Body as to which: (a) no request for stay of the action is pending, no such stay is in effect and if any time period is permitted by statute or regulation for filing any request for such stay, such time period has passed; (b) no petition for rehearing, reconsideration or application for review of the action is pending and the time for filing any such petition or application has passed; (c) such Governmental Body does not have the action under reconsideration on its own motion and the time in which such reconsideration is permitted has passed; and (d) no appeal to a court, or a request for stay by a court of the Governmental Body's action is pending or in effect and the deadline for filing any such appeal or request has passed. "GAAP"--generally accepted United States accounting principles, applied on a consistent basis. A-2 "Governmental Authorization"--any approval, consent, license, franchise, certificate of public convenience and necessity, permit, waiver or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement. "Governmental Body"--any: (a) nation, state, county, city, town, village, district or other jurisdiction of any nature; (b) federal, state, county, local, municipal or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal); or (d) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature. "Hazardous Activity"--the distribution, generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation, treatment, or use (including any withdrawal or other use of groundwater) of Hazardous Materials in, on, under, about, or from the Facilities or any part thereof into the Environment, any other act, business, operation, or thing that increases the danger, or risk of danger, or poses an unreasonable risk of harm to persons or property on or off the Facilities, or that may affect the value of the Facilities or the Acquired Companies. "Hazardous Materials"--any waste or other substance that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, including any admixture or solution thereof, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing materials. "HSR Act"--the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or any successor law, and regulations and rules issued by the U.S. Department of Justice or the Federal Trade Commission pursuant to that act or any successor law. "IRC"--the Internal Revenue Code of 1986, as amended. "IRS"--the Internal Revenue Service or any successor agency. "Knowledge"--an individual will be deemed to have "Knowledge" of a particular fact or other matter if such individual is actually aware of such fact or other matter. A Person (other than an individual) will be deemed to have "Knowledge" of a particular fact or other matter if any individual who is serving as a director or officer of such Person or any material Subsidiary of it or other management employee with direct responsibility for such particular fact or other matter of such Person or any material Subsidiary of it (or in any similar capacity) has actual knowledge of such fact or other matter. "Legal Requirement"--any federal, state, county, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, rule, tariff, franchise agreement, statute or treaty. "Material Contract"--a Contract involving a total commitment by or to any party thereto of at least $100,000 on an annual basis or at least $500,000 on its remaining term which cannot be terminated on no more than sixty (60) days' notice without penalty or additional cost to the Acquired Company as the terminating party. "Occupational Safety and Health Law"--any Legal Requirement designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions. A-3 "Order"--any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Body or by any arbitrator. "Ordinary Course of Business"--an action taken by a Person will be deemed to have been taken in the "Ordinary Course of Business" only if: (a) such action and authorization therefor is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person; and (b) such action is not required by law to be authorized by the board of directors (or similar authority) of such Person or of such Person's parent company (if any). "Organizational Documents"--(a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) the certificate of formation and the members, operating or similar agreement of a limited liability company; (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person; and (f) any amendment to any of the foregoing. "PBCL"--the Pennsylvania Business Corporation Law. "Person"--any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, organized group of persons, entity of any other type, or Governmental Body. "PG Preferred Stock"--each series of the cumulative preferred stock, par value $100.00 per share, of PG Energy. "PNT Balance Sheet"--the audited consolidated balance sheet of the Acquired Companies at December 31, 1998 (including the notes thereto), provided by PNT to SUG as part of the PNT Financial Statements. "PNT Common Stock"--the common stock, no par value, of PNT. "PNT Disclosure Schedule"--the disclosure schedule delivered by PNT to SUG concurrently with the execution and delivery of this Agreement. "PNT Material Adverse Effect"--a material adverse effect (i) on the business, operations, financial condition or results of operations of PNT and its Subsidiaries, taken as a whole, or (ii) on the ability of PNT and its Subsidiaries to consummate the Mergers in accordance with this Agreement. "PNT Permitted Liens"--Encumbrances securing Taxes, assessments, governmental charges or levies, or the claims of materialmen, mechanics, carriers and like persons, all of which are not yet due and payable or which are being contested in good faith; Encumbrances (other than any Encumbrance imposed by ERISA) incurred on deposits made in the Ordinary Course of Business in connection with worker's compensation, unemployment insurance or other types of social security; the Encumbrances created by and the Encumbrances permitted under the Indenture of Mortgage and Deed of Trust, dated as of March 15, 1946, between PG Energy (formerly known as Scanton-Spring Brook Water Service Company) and Morgan Guaranty Trust Company of New York (formerly known as Guaranty Trust Company of New York), as Trustee, as amended or supplemented from time to time; in the case of leased real property, Encumbrances (not attributable to an Acquired Company as lessee) affecting the landlord's (and any underlying landlord's) interest in any leased real property; and such other Encumbrances which are not, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect. A-4 "Proceeding"--any action, arbitration, hearing, litigation or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator. "PUHCA"--the Public Utility Holding Company Act of 1935, as amended, or any successor law, and regulations and rules issued by the SEC pursuant to that act or any successor law. "Related Documents"--any Contract provided for in this Agreement to be entered into by one or more of the parties hereto or their respective Subsidiaries in connection with the Mergers. "Release"--any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping, or other releasing into the Environment, whether intentional or unintentional. "Representative"--with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors. "SEC"--the United States Securities and Exchange Commission or any successor agency. "Securities Act"--the Securities Act of 1933, as amended, or any successor law, and regulations and rules issued by the SEC pursuant to that act or any successor law. "Subsidiary"--with respect to any Person (the "Owner"), any Person of which securities or other interests having the power to elect a majority of that other Person's board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred) are held by the Owner or one or more of its Subsidiaries; when used without reference to a particular Person, "Subsidiary" means a Subsidiary of PNT. "SUG Balance Sheet"--the audited consolidated balance sheet of SUG at June 30, 1998 (including the notes thereto), provided by SUG to PNT as part of the SUG Financial Statements. "SUG Common Stock"--the Common Stock, par value $1.00 per share, of SUG. "SUG Disclosure Schedule"--the disclosure schedule delivered by SUG to PNT concurrently with the execution and delivery of this Agreement. "SUG Material Adverse Effect"--a material adverse effect (i) on the business, operations, financial condition or results of operations of SUG and its Subsidiaries, taken as a whole, or (ii) on the ability of SUG to consummate the Mergers in accordance with this Agreement. "SUG Permitted Liens"--Encumbrances securing Taxes, assessments, governmental charges or levies, or the claims of materialmen, mechanics, carriers and like persons, all of which are not yet due and payable or which are being contested in good faith; Encumbrances (other than any Encumbrance imposed by ERISA) incurred on deposits made in the Ordinary Course of Business in connection with worker's compensation, unemployment insurance or other types of social security; in the case of leased real property, Encumbrances (not attributable to SUG as lessee) affecting the landlord's (and any underlying landlord's) interest in any leased real property; and such other Encumbrances which are not, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect. "Tax"--any tax (including any income tax, capital gains tax, value-added tax, sales and use tax, franchise tax, payroll tax, withholding tax or property tax), levy, assessment, tariff, duty (including any customs duty), deficiency, franchise fee or payment, payroll tax, utility tax, gross receipts tax or other fee or payment, and any related charge or amount (including any fine, penalty, interest or addition to tax), imposed, assessed or A-5 collected by or under the authority of any Governmental Body or payable pursuant to any tax-sharing agreement or any other Contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency or fee. "Tax Return"--any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any Legal Requirement relating to any Tax. "Threat of Release"--a reasonable likelihood of a Release that will require action under Environmental Laws in order to prevent or mitigate damage to the Environment that may result from such Release. "Threatened"--a claim, Proceeding, dispute, action, or other matter will be deemed to have been "Threatened" if any demand or statement has been made (orally or in writing) or any notice has been given (orally or in writing), or if any other event has occurred or any other circumstance exists, that would lead a director, officer or management employee of a comparable gas distribution company to conclude that such a claim, Proceeding, dispute, action, or other matter is likely to be asserted, commenced, taken or otherwise pursued in the future. A-6 Section 1.2 Other Defined Terms. In addition to the terms defined in Section 1.1, certain other terms are defined elsewhere in this Agreement as indicated below and, whenever such terms are used in this Agreement, they shall have their respective defined meanings.
TERM SECTION ---- ------- 4.10% PG Preferred Stock 5.2 5.75% PG Preferred Stock 5.2 Acquired Company Option Plans 3.4 Agreement Introductory Paragraph Business Combination 6.1(h)(4) Cash Consideration 3.1(a)(2) Certificates 3.2(b) Closing 2.3 Confidentiality Agreement 6.1(c) Conversion Price 3.1(a) Dissenting Shares 3.3 Effective Time 2.2 Employees 6.2(b) Exchange Ratio 3.1(a)(1) Honesdale 2.6 Honesdale Merger 2.6 Indemnified Parties 9.1(a) Initial Termination Date 8.1(j) Maximum Value 3.1(a) Merger Recitals Merger Consideration 3.1(a) Mergers 2.6 Minimum Value 3.1(a) NYSE 3.4 Paying Agent 3.2(a) PBGC 4.18(b) PG Energy 2.6 PG Energy Merger 2.6 PNT Introductory Paragraph PNT Benefit Plans 5.18(a) PNT Commonly Controlled Entity 5.18(e) PNT Financial Statements 5.9 PNT Meeting 6.1(j)(1) PNT Options 3.4 PNT Proxy Statement 4.23 PNT Rights 3.1(a)
A-7
TERM SECTION ---- ------- PNT Rights Agreement 3.1(a) PNT SEC Documents 5.9 PNT Shareholders' Approval 5.25 Registration Statement 4.23 Rule 145 Affiliates 6.1(k) Rule 145 Letters 6.1(k) Stock Consideration 3.1(a)(1) SUG Introductory Paragraph SUG Benefit Plans 4.18(a) SUG Commonly Controlled Entity 4.18(e) SUG Financial Statements 4.9 SUG Meeting 6.2(m) SUG Proxy Statement 4.23 SUG SEC Documents 4.9 SUG Shareholders' Approval 4.24 Superior Proposal 6.1(h) Surviving Corporation 2.1 Third Party Beneficiary 10.11
A-8 ARTICLE II THE MERGER; OTHER TRANSACTIONS Section 2.1 The Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 2.2), PNT will be merged with and into SUG in accordance with the laws of the State of Delaware and the Commonwealth of Pennsylvania. SUG will be the surviving corporation in the Merger (the "Surviving Corporation") and will continue its corporate existence under the laws of the State of Delaware. The Merger will have the effect as provided in the applicable provisions of the DGCL and the PBCL. Without limiting the generality of the foregoing, upon the Merger, all the rights, privileges, immunities, powers and franchises of PNT and SUG will vest in the Surviving Corporation and all obligations, duties, debts and liabilities of PNT and SUG will be the obligations, duties, debts and liabilities of the Surviving Corporation. Section 2.2 Effective Time of the Merger. On the Closing Date, with respect to the Merger, (i) a duly executed certificate of merger complying with the requirements of the DGCL will be executed and filed with the Secretary of State of the State of Delaware and (ii) a duly executed articles of merger and plan of merger complying with the requirements of the PBCL will be filed with the Secretary of State of the Commonwealth of Pennsylvania. The Merger will become effective upon filing the certificate of merger with the Secretary of State of the State of Delaware and the articles of merger and plan of merger with the Secretary of State of the Commonwealth of Pennsylvania (the "Effective Time"). Section 2.3 Closing. Unless this Agreement has been terminated and the transactions contemplated herein have been abandoned pursuant to Article VIII hereof, the closing of the transactions contemplated by this Agreement (the "Closing") will take place at 10:00 a.m., Eastern Time, on the Closing Date to be specified by the parties, which shall be no later than the tenth business day after satisfaction or waiver of all of the conditions set forth in Article VII hereof (other than Sections 7.1(a), 7.1(b), 7.1(c), 7.1(f), 7.1(g), 7.1(h), 7.1(k), 7.1(l), 7.2(a), 7.2(b), 7.2(c), 7.2(e), 7.2(f) and 7.2(h), which shall be satisfied or waived on the Closing Date) at the offices of Fleischman and Walsh, L.L.P., counsel to SUG, unless another date or place is agreed to in writing by the parties hereto. Section 2.4 Certificate of Incorporation; By-laws. Pursuant to the Merger, the Restated Certificate of Incorporation of SUG, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and (ii) the By-laws of SUG as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by law. Section 2.5 Directors and Officers. The directors and officers of SUG immediately prior to the Effective Time will be the directors and officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-laws of the Surviving Corporation. Section 2.6 Other Transactions. Immediately after the Effective Time on the Closing Date, the Surviving Corporation shall cause Honesdale Gas Company ("Honesdale"), a wholly-owned Subsidiary of PG Energy, Inc., a Subsidiary of PNT ("PG Energy"), to merge with and into PG Energy by complying with the requirements of the PBCL (the "Honesdale Merger"). Immediately after the consummation of the Honesdale Merger on the Closing Date, the Surviving Corporation shall cause PG Energy to merge with and into SUG, as the Surviving Corporation, by complying with the requirements of the PBCL and the DGCL (the "PG Energy Merger"). The Merger, the Honesdale Merger and the PG Energy Merger shall hereinafter be referred to collectively as the "Mergers." A-9 ARTICLE III CONVERSION OF SHARES Section 3.1 Effect of the Merger. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any shares of PNT Common Stock: (a) Each issued and outstanding share of PNT Common Stock (other than Dissenting Shares (as defined in Section 3.3) covered by Section 3.3) and each associated stock purchase right (collectively, the "PNT Rights") issued pursuant to the Rights Agreement, dated as of April 26, 1995 between PNT and Chemical Bank, as Rights Agent (the "PNT Rights Agreement"), which will be terminated at the Effective Time (any reference in this Agreement to PNT Common Stock will be deemed to include the associated PNT Rights), will be converted into the right of each holder thereof to receive the following consideration (the "Merger Consideration"): (1) that number of fully paid and nonassessable shares of SUG Common Stock (the "Stock Consideration") equal to $32.00 divided by the Conversion Price (as defined below) rounded to the nearest hundred-thousandth (the "Exchange Ratio"); and (2) an amount in cash without interest (the "Cash Consideration") equal to the sum of $3.00, plus, if the Average Trading Price of SUG Common Stock as of the Closing Date is less than $19.46250, the product of (x) the amount of such shortfall not to exceed $2.16250 and (y) the Exchange Ratio. "Conversion Price" shall mean the Average Trading Price of SUG Common Stock as of the Closing Date. Notwithstanding the foregoing, if the Conversion Price as calculated pursuant to the preceding sentence and without regard to this sentence (i) is less than the Minimum Value, then the Conversion Price will be equal to the "Minimum Value," or (ii) is greater than the "Maximum Value," then the Conversion Price will be equal to the "Maximum Value." "Minimum Value" will be $19.46250 and "Maximum Value" will be $22.70625. Each holder of PNT Common Stock shall surrender all such holder's certificates formerly representing ownership of PNT Common Stock in the manner provided in Section 3.2. All such shares of PNT Common Stock, when so converted, shall no longer be outstanding and shall be canceled and automatically converted into the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 3.2. Any payment made pursuant to this Section 3.1(a) shall be made net of applicable withholding taxes to the extent such withholding is required by law. (b) No fractional share of SUG Common Stock shall be issued in connection with the Merger. Each holder of shares of PNT Common Stock shall be entitled to receive in lieu of any fractional share of SUG Common Stock to which such holder otherwise would have been entitled pursuant to this Section 3.1 (after taking into account all shares of PNT Common Stock then held of record by such holder) a cash payment in an amount equal to the product of (i) the fractional interest of a share of SUG Common Stock to which such holder otherwise would have been entitled and (ii) the closing price of a share of SUG Common Stock on the NYSE on the trading day immediately prior to the Effective Time. Payment of such amounts shall be made by SUG. Section 3.2 Exchange of PNT Common Stock Certificates and PG Preferred Stock Certificates. (a) SUG's registrar and transfer agent, or such other bank or trust company as may be selected by SUG and be reasonably acceptable to PNT, will act as paying agent ("Paying Agent") for the holders of PNT Common Stock in connection with the Merger, pursuant to an agreement providing for the matters set forth in this Section 3.2 and such other matters as may be appropriate and the terms of which shall be reasonably satisfactory to SUG and PNT, to receive the consideration to which holders of PNT Common Stock become entitled pursuant to Section 3.1. Contemporaneous with the Effective Time, SUG will deposit in trust with the Paying Agent for the benefit of holders of PNT Common Stock, the aggregate Cash Consideration and the SUG Common Stock necessary to pay the aggregate Merger Consideration as contemplated by Section 3.1(a) with respect to each share of PNT Common Stock. A-10 (b) At the Effective Time of the Merger, SUG will instruct the Paying Agent to promptly, and in any event not later than three (3) business days following the Effective Time, mail (and to make available for collection by hand) to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding shares of PNT Common Stock (the "Certificates"), whose shares of PNT Common Stock were converted pursuant to Section 3.1(a) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as SUG may reasonably specify) and (ii) instructions (which shall provide that at the election of the surrendering holder Certificates may be surrendered, and payment therefor collected, by hand delivery) for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by SUG, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of PNT Common Stock formerly represented by such Certificate, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within three (3) business days of receipt thereof, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate (other than Certificates representing PNT Common Stock held by SUG or Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Section 3.2. (c) The Paying Agent shall invest the funds representing the aggregate Cash Consideration, as directed by SUG, in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest or (iii) commercial paper rated the highest quality by either Moody's Investors Service, Inc., or Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. Any net earnings with respect to such finds shall be the property of and paid over to SUG as and when requested by SUG; provided, however, that any such investment or any such payment of earnings may not delay the receipt by holders of Certificates of the Merger Consideration. (d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article III, provided that the Person to whom the Merger Consideration is paid shall, as a condition precedent to the payment thereof, give the Paying Agent a bond in such sum as it may ordinarily require and indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to the Certificate claimed to have been lost, stolen or destroyed. (e) After the Effective Time, the stock transfer books of PNT shall be closed and there shall be no transfers on the stock transfer books of the Surviving Corporation of shares of PNT Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided in this Article III. (f) Any portion of the funds held by the Paying Agent that remain undistributed to the former shareholders of PNT for eighteen (18) months after the Effective Time shall be delivered by the Paying Agent to the Surviving Corporation, which shall thereafter act as the Paying Agent, and any former shareholders of PNT who have not complied with this Article III prior to eighteen (18) months after the Effective Time shall thereafter look only as a general creditor to the Surviving Corporation for payment of their claim for the Merger Consideration. A-11 (g) The Surviving Corporation shall not be liable to any holder of PNT Common Stock for Merger Consideration delivered to a public official pursuant to any applicable abandonment, escheat or similar law. Any amounts remaining unclaimed by holders of any such shares of PNT Common Stock seven years after the Effective Time (or such earlier date immediately prior to the time at which such amounts would otherwise escheat to or become property of any Governmental Body) shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto. Section 3.3 Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of PNT Common Stock outstanding immediately prior to the Effective Time the holder of which filed with PNT, prior to the vote to secure the PNT Shareholders' Approval, a written notice of intention to demand payment (collectively, the "Dissenting Shares"), shall not be converted into the right to receive the Merger Consideration, as provided in Section 3.1(a) hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses his right to appraisal and payment under the PBCL. If, after the Effective Time, any holder of PNT Common Stock fails to perfect or effectively withdraws or loses his right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration to which such holder is entitled, without interest or dividends thereon. PNT shall give SUG prompt notice of any demands received by PNT for appraisal of PNT Common Stock, and, prior to the Effective Time, SUG shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, PNT shall not, except with the prior written consent of SUG, make any payment with respect to or offer to settle, any such demands. Section 3.4 PNT Option Plans. Each outstanding option to purchase shares of PNT Common Stock or other similar interest (collectively, the "PNT Options"), granted under any stock option plans or under any other plan or arrangement of any Acquired Company (the "Acquired Company Option Plans") together with the applicable exercise prices, are disclosed in Section 5.18 of the PNT Disclosure Schedule. Unless otherwise agreed by the parties hereto, each PNT Option under the PNT 1992 Stock Option Plan as to which the holder has consented to a conversion to cash and each PNT Option under the PNT Stock Incentive Plan that is outstanding at the Effective Time shall be converted at the Effective Time into a right to receive in respect thereof a cash payment in an amount equal to the product of (x) the amount by which (i) the sum of the Cash Consideration plus the product of (a) the Exchange Ratio and (b) the closing price of a share of SUG Common Stock on the New York Stock Exchange (the "NYSE") on the trading day immediately prior to the date on which the Effective Time occurs exceeds (ii) the exercise price of such PNT Option (if less than (i)) and (y) the number of shares of PNT Common Stock subject thereto. Such cash payment (net of applicable withholding taxes) shall be made on the Closing Date or as promptly thereafter as reasonably practicable. PNT shall use its reasonable best efforts to obtain the consent of holders of options outstanding under the 1992 Stock Option Plan to a conversion to cash in accordance herewith. PNT Options under the 1992 Stock Option Plan as to which consent is not obtained shall be converted into such number of options to purchase SUG Common Stock such that the aggregate option value, based on the Merger Consideration, and the aggregate exercise price are preserved and otherwise having the same terms as the PNT Options being converted. A-12 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SUG SUG, as to SUG and its Subsidiaries, represents and warrants to PNT that: Section 4.1 Organization, Existence and Qualification. SUG is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, to perform its obligations under all Contracts to which it is a party, and to execute and deliver this Agreement. SUG is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the business conducted by it, requires such qualification as a foreign corporation except such failures to be so qualified or in good standing as are not, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect. Section 4.2 Capitalization. The authorized capital stock of SUG consists of (i) 50,000,000 shares of SUG Common Stock, of which 29,745,234 shares were issued and outstanding on May 28, 1999, and (ii) 1,500,000 shares of Cumulative Preferred Stock, no par value, none of which are issued or outstanding. The issued and outstanding shares of SUG Common Stock have been validly issued and are fully paid and nonassessable. The shares of SUG Common Stock to be issued as part of the Merger Consideration have been duly authorized and when issued and delivered in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable and the issuance thereof is not subject to any preemptive or other similar right. Except as specifically described in the SUG SEC Documents delivered to PNT prior to the date of this Agreement, as of the date of this Agreement, no shares of SUG Common Stock are held, in treasury or otherwise, by SUG or any of its Subsidiaries and except as set forth in Section 4.2 of the SUG Disclosure Schedule, there are no outstanding (i) securities convertible into SUG Common Stock or other capital stock of SUG or any of its material Subsidiaries, (ii) warrants or options to purchase SUG Common Stock or other securities of SUG or any of its material Subsidiaries or (iii) commitments to issue shares of SUG Common Stock (other than pursuant to the Merger) or other securities of SUG or any of its material Subsidiaries. Section 4.3 Subsidiaries; Investments. Except as set forth in Section 4.3 of the SUG Disclosure Schedule, as of the date of this Agreement, SUG has no Subsidiaries or investments in any Person except for marketable securities reflected in the SUG SEC Documents delivered to PNT prior to the date of this Agreement, and SUG is the registered owner and holder of all of the issued and outstanding shares of capital stock of its Subsidiaries and has good title to such shares. The outstanding capital stock of each material Subsidiary of SUG has been validly issued and is fully paid and nonassessable. All such capital stock owned by SUG or any of its Subsidiaries is free and clear of any Encumbrance (except for any Encumbrance imposed by federal or state securities laws). Section 4.4 Authority Relative to this Agreement and Binding Effect. The execution, delivery and performance of this Agreement and the Related Documents by SUG have been duly authorized by all requisite corporate action, except, as of the date of this Agreement, for the SUG Shareholders' Approval. Except as set forth in Section 4.4 of the SUG Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Documents by SUG will not result in a violation or breach of any term or provision of, or constitute a default or accelerate the performance required under, the Organizational Documents of SUG, any indenture, mortgage, deed of trust, security agreement, loan agreement, or Material Contract to which SUG is a party or by which its assets are bound, or violate any order, writ, injunction or decree of any Governmental Body, with such exceptions as are not, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect. This Agreement constitutes and the Related Documents to be executed by SUG when executed and delivered will constitute valid and binding obligations of SUG, enforceable against SUG in accordance with their terms, except as enforceability may be limited by (i) bankruptcy or similar laws from time to time in effect affecting the enforcement of creditors' rights generally or (ii) the availability of equitable remedies generally. A-13 Section 4.5 Governmental Approvals. Except for the Missouri Public Service Commission (with respect to the Mergers), the Florida Public Service Commission (with respect to the securities issued and debt assumed by SUG in connection with the Mergers), the Pennsylvania Public Utility Commission and as required by the HSR Act, no approval or authorization of any Governmental Body with respect to performance under this Agreement by SUG is required to be obtained by SUG in connection with the execution and delivery by SUG of this Agreement or the consummation of the transactions contemplated by this Agreement, the failure to obtain which are, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect. Section 4.6 Public Utility Holding Company Status; Regulation as a Public Utility. SUG is a "gas utility company" (as such term is defined in PUHCA). SUG indirectly owns a minority interest in a "foreign utility company" (as such term is defined in PUHCA) that is exempt from, and is deemed not to be a public utility company for purposes of, PUHCA pursuant to Section 33 thereof with respect to which SUG has filed with the SEC a Form U-57 notification of foreign utility company status. Except as stated above in this Section 4.6, neither SUG nor any of its Subsidiaries is a "holding company," a "subsidiary company," a "public utility company" or an "affiliate" of a "public utility company," or a "holding company" within the meaning of such terms in PUHCA. Section 4.7 Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Section 4.7 of the SUG Disclosure Schedule or specifically described in the SUG SEC Documents delivered to PNT prior to the date of this Agreement, and subject to Section 4.19 of this Agreement, to the Knowledge of SUG, SUG is not in violation of any Legal Requirement that is applicable to it, to the conduct or operation of its business, or to the ownership or use of any of its assets, other than such violations, if any, which are not, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect. (b) The SUG SEC Documents delivered to PNT prior to the date of this Agreement accurately describe all material regulation of SUG that relates to the utility business of SUG. Except as set forth in Section 4.7 of the SUG Disclosure Schedule, SUG has and is in material compliance with all material Governmental Authorizations necessary to conduct its business and to own, operate and use all of its assets as currently conducted. Section 4.8 Legal Proceedings; Orders. Except as set forth in Section 4.8 of the SUG Disclosure Schedule or as specifically described in the SUG SEC Documents delivered to PNT prior to the date of this Agreement, there is no pending Proceeding: (1) that has been commenced by or against, or that otherwise relates to, SUG that is reasonably likely to have an SUG Material Adverse Effect; or (2) as of the date of this Agreement, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the Mergers or any of the transactions contemplated hereby. To the Knowledge of SUG, no such Proceedings, audits or investigations have been Threatened that are, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect. Section 4.9 SEC Documents. SUG has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to PNT a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by SUG with the SEC since June 30, 1998 and through the Closing Date in substantially the form filed with the SEC (the "SUG SEC Documents"). As of their respective dates, the SUG SEC Documents, including without limitation any financial statements or schedules included therein, complied (or will comply), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SUG SEC Documents, and did not (or will not) contain any untrue A-14 statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of SUG included in the SUG SEC Documents (collectively, the "SUG Financial Statements") were (or will be) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present) in all material respects the financial position of SUG as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Section 4.10 Taxes. Except as set forth in Section 4.10 of the SUG Disclosure Schedule: (a) SUG and its Subsidiaries have timely filed all United States federal, state and local income Tax Returns required to be filed by or with respect to them or requests for extensions to file such Tax Returns have been timely filed, granted and have not expired, and SUG and its Subsidiaries have timely paid and discharged all Taxes due in connection with or with respect to the periods or transactions covered by such Tax Returns and have paid all other Taxes as are due or made adequate provision therefor in accordance with GAAP except where the failures to so file, pay or discharge are not, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect. There are no pending audits or other examinations relating to any Tax matters. There are no Tax liens on any assets of SUG or its Subsidiaries. As of the date of this Agreement, SUG and its Subsidiaries have not granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax. The accruals and reserves (including deferred taxes) reflected in the SUG Balance Sheet are in all material respects adequate to cover all material Taxes accruable through the date thereof (including interest and penalties, if any, thereon and Taxes being contested) in accordance with GAAP. (b) Neither SUG nor any of its Subsidiaries is obligated under any Contract with respect to industrial development bonds or other obligations with respect to which the excludability from gross income of the holder for federal or state income tax purposes could be affected by the Merger or any of the transactions contemplated by this Agreement. Section 4.11 Intellectual Property. SUG has no Knowledge of (i) any infringement or claimed infringement by it of any patent rights or copyrights of others or (ii) any infringement of the patent or patent license rights, trademarks or copyrights owned by or under license to it, except for any such infringements of the type described in clause (i) or (ii) that are not, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect. Section 4.12 Title to Assets. Except (i) as set forth in Section 4.12 of the SUG Disclosure Schedule, (ii) as specifically described in the SUG SEC Documents delivered to PNT prior to the date of this Agreement, (iii) as set forth in Section 4.19 of this Agreement or (iv) as set forth in Section 4.19 of the SUG Disclosure Schedule, none of SUG's assets are subject to any Encumbrance other than SUG Permitted Liens. Section 4.13 Indebtedness. All outstanding principal amounts of indebtedness for borrowed money of SUG as of June 4, 1999 are set forth in Section 4.13 of the SUG Disclosure Schedule. Section 4.14 Machinery and Equipment. Except for normal wear and tear and with such other exceptions as are not, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect, SUG's machinery and equipment is in good operating condition and in a state of reasonable maintenance and repair. Section 4.15 Material Contracts. Except as described in Section 4.15 of the SUG Disclosure Schedule or as specifically described in the SUG SEC Documents delivered to PNT prior to the date of this Agreement, and with such exceptions as are not, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect, all of SUG's Material Contracts are in full force and effect and neither SUG nor, to the A-15 Knowledge of SUG, any other party thereto is in default thereunder nor has any event occurred or is any event occurring that, with notice or the passage of time or otherwise, is reasonably likely to give rise to an event of default thereunder by any party thereto. Section 4.16 Insurance. Section 4.16 of the SUG Disclosure Schedule sets forth a list of all policies of insurance held by SUG as of the date of this Agreement. Since June 30, 1994, the assets and the business of SUG have been continuously insured with what SUG reasonably believes are reputable insurers against all risks and in such amounts normally insured against by companies of the same type and in the same line of business as SUG. As of the date of this Agreement, no notice of cancellation, non-renewal or material increase in premiums has been received by SUG with respect to such policies, and SUG has no Knowledge of any fact or circumstance that could reasonably be expected to form the basis for any cancellation, non-renewal or material increase in premiums, except for such cancellations, non-renewals and increases which are not, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect. SUG is not in default with respect to any provision contained in any such policy or binder nor has there been any failure to give notice or to present any claim relating to the business or the assets of SUG under any such policy or binder in a timely fashion or in the manner or detail required by the policy or binder, except for such defaults or failures which are not, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect. As of the date of this Agreement, there are no outstanding unpaid premiums (except premiums not yet due and payable), and no notice of cancellation or renewal with respect to, or disallowance of any claim under, any such policy or binder has been received by SUG as of the date hereof, except for such non-payments of premiums, cancellations, renewals or disallowances which are not, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect. Section 4.17 Employees. Except as set forth on Section 4.17 of the SUG Disclosure Schedule, as of the date of this Agreement, no labor union or other collective bargaining unit has been certified or recognized by SUG or its Subsidiaries, and, to the Knowledge of SUG, as of the date of this Agreement, there are no elections, organizing drives or material controversies pending or Threatened between SUG or its Subsidiaries and any labor union or other collective bargaining unit representing SUG's or its Subsidiaries' employees. There is no pending or, to the Knowledge of SUG, Threatened labor practice complaint, arbitration, labor strike or other material labor dispute (excluding grievances) involving SUG or its Subsidiaries which are, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect. Except as described in Section 4.18 or specifically described in the SUG SEC Documents delivered to PNT prior to the date of this Agreement, as of the date of this Agreement, neither SUG nor its Subsidiaries are a party to any employment agreement with any employee pertaining to SUG or any of its Subsidiaries. Section 4.18 Employee Benefit Plans. (a) Each of the SUG Benefit Plans has been operated and administered in all material respects in accordance with its governing documents and applicable federal and state laws (including, but not limited to, ERISA and the IRC). For purposes of this Agreement, "SUG Benefit Plans" shall mean all employee retirement, welfare or other benefit plans, agreements, practices, policies, programs, or arrangements identified and described in Section 4.18 of the SUG Disclosure Schedule, which sets forth all SUG Benefit Plans that are applicable to any employee of SUG or its Subsidiaries employed by SUG or its Subsidiaries thirty (30) days prior to the date of this Agreement or maintained by or contributed to by SUG or its Subsidiaries. (b) As to any SUG Benefit Plan subject to Title IV of ERISA, there is no event or condition which presents the material risk of plan termination, no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the IRC has been incurred for which any liability is outstanding, no reportable event within the meaning of Section 4043 of ERISA (for which the notice requirements of Regulation (S)4043 promulgated by the Pension Benefit Guaranty Corporation ("PBGC") have not been waived) has occurred within the last six years, no notice of intent to terminate the SUG Benefit Plan has been given under Section 4041 of ERISA, no proceeding has been instituted under Section 4042 of ERISA A-16 to terminate the SUG Benefit Plan, there has been no termination or partial termination of the SUG Benefit Plan within the meaning of Section 411(d)(3) of the IRC within the last six years, except with respect to the conversion of the retirement income plan to a cash balance plan for which full vesting was granted with respect to affected employees, no event described in Sections 4062 or 4063 of ERISA has occurred, all PBGC premiums have been timely paid and no liability to the PBGC has been incurred, except for PBGC premiums not yet due. (c) There is no matter pending (other than qualification determination applications and filings and other required periodic filings) with respect to any of the SUG Benefit Plans before the IRS, the Department of Labor, the PBGC or in or before any other governmental authority. (d) Each trust funding an SUG Benefit Plan, which trust is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the IRC, satisfies the requirements of such section and has, whenever required by law, received a favorable determination letter from the IRS regarding such exempt status and, to the Knowledge of SUG has not, since receipt of the most recent favorable determination letter, been amended or operated in any way which would adversely affect such exempt status. (e) With respect to any SUG Benefit Plan or any other "employee benefit plan" as defined in Section 3(3) of ERISA which is established, sponsored, maintained or contributed to, or has been established, sponsored, maintained or contributed to or, to the Knowledge of SUG, with respect to any such plan which has been established, sponsored, maintained or contributed to within six years prior to the Closing Date, by SUG or its Subsidiaries or any corporation, trade, business or entity under common control or being a part of an affiliated service group with SUG, within the meaning of Section 414(b), (c) or (m) of the IRC or Section 4001 of ERISA ("SUG Commonly Controlled Entity"), (i) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied and no such withdrawal liability is reasonably expected to be incurred, (ii) no liability under Title IV of ERISA (including, but not limited to, liability to the PBGC) has been incurred by SUG or any SUG Commonly Controlled Entity, which liability has not been satisfied (other than for PBGC premiums not yet due), (iii) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the IRC has been incurred for which any liability is outstanding, (iv) there has been no failure to make any contribution (including installments) to such plan required by Section 302 of ERISA and Section 412 of the IRC which has resulted in a lien under Section 302 of ERISA or Section 412 of the IRC and for which any liability is currently outstanding, (v) to the Knowledge of SUG, no action, omission or transaction has occurred with respect to any such plan or any other SUG Benefit Plan which could subject SUG or the plan or trust forming a part thereof to a material civil liability or penalty under ERISA or other applicable laws, or a material Tax under the IRC, (vi) any such plan which is a Group Health Plan has complied in all material respects with the provisions of Sections 601-608 of ERISA and Section 4980B of the IRC, (vii) there are no pending or, to the Knowledge of SUG, Threatened claims by or on behalf of any such plan or any other SUG Benefit Plan, by any employees, former employees or plan beneficiaries covered by such plan or otherwise by or on behalf of any person involving any such plan (other than routine non- contested claims for benefits) which could result in a material liability to SUG and its Subsidiaries, taken as a whole, and (viii) neither SUG nor any SUG Commonly Controlled Entity has engaged in, or is a successor or parent corporation to any entity or person that has engaged in, a transaction described in Section 4069 of ERISA. (f) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (i) require SUG to make a later contribution to, payment or transfer of money or property or payment of greater benefits under or with respect to any SUG Benefit Plan than SUG or its Subsidiaries are currently required by the terms and provisions of such SUG Benefit Plan to do, (ii) create or give rise to any additional eligibility for participation, vested rights benefits or service credits under any SUG Benefit Plan, or (iii) in and of themselves cause or result in SUG incurring any civil liability or penalty under ERISA or other applicable laws or Tax under the IRC. (g) SUG is not a party to any Contract nor has it established any policy or practice, which would require SUG to make a payment or provide any other form of compensation or benefit to any Person performing (or A-17 who within the past twelve months performed) services for SUG during or upon termination of such services which would not be payable or provided in the absence of the consummation of the transactions contemplated by this Agreement. (h) Except as would affect unionized employees and/or retirees who had been unionized employees, each SUG Benefit Plan which is an "employee welfare benefit plan," as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without any liability being incurred by SUG or any affiliate of SUG, except as to benefits accrued thereunder prior to such amendment or termination. (i) Section 4.18 of the SUG Disclosure Schedule contains a true and complete list as of the date of this Agreement of each SUG Benefit Plan, all stock option plans of SUG and any management, employment, deferred compensation, severance (including any payment, right or benefit resulting from a change in control), bonus or other contract for personal services with any current or former officer, director or employee, any consulting contract with any person who prior to entering this such contract was a director or officer of SUG or any plan, agreement, arrangement or understanding similar to any of the foregoing. (j) SUG has not contributed nor been obligated to contribute to any "multi- employer plan" within the meaning of Section 3(37) of ERISA within the last six years and has no outstanding liability with respect to any such plan. Section 4.19 Environmental Matters. Except as set forth in Section 4.19 of the SUG Disclosure Schedule or as specifically described in the SUG SEC Documents delivered to PNT prior to the date of this Agreement, and with such other exceptions as are not, individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect: (a) To the Knowledge of SUG, no Facility owned or operated by SUG is currently, or was at any time, listed on the National Priorities List promulgated under CERCLA, or on any comparable state list, and SUG has not received any written notification of potential or actual liability or a written request for information from any Person under or relating to CERCLA or any comparable Legal Requirement with respect to SUG or the Facilities; (b) To the Knowledge of SUG, SUG and any Person for whose conduct SUG is reasonably likely to be held responsible, and at all times has been, in material compliance with any Environmental Law. SUG has not received any Order, notice, or other communication from (i) any Governmental Body or private citizen acting in the public interest, or (ii) the current or prior owner or operator of any Facilities, of any violation or failure to comply with any Environmental Law, or of any obligation to undertake or bear the cost of any environmental cleanup, or with respect to any property or Facility at which Hazardous Materials generated by SUG or any other Person for whose conduct SUG may be held responsible were transported for disposal; (c) There are no pending or, to the Knowledge of SUG, Threatened claims or Encumbrances arising under or pursuant to any Environmental Law with respect to or affecting any of the Facilities or any other properties and assets (whether real, personal, or mixed) in which SUG has or had a direct or indirect interest (including by ownership or use); and (d) SUG has delivered or made available to PNT true and complete copies and results of any environmental site assessments, studies, analyses, tests or monitoring possessed by SUG and of which it has Knowledge pertaining to Hazardous Materials or Hazardous Activities in, on or under the Facilities, or concerning compliance by SUG or any other Person for whose conduct SUG is reasonably likely to be held responsible, with Environmental Laws. Section 4.20 No Material Adverse Change. Except as described in the SUG SEC Documents that have been provided to PNT prior to the date of this Agreement, since the date of the SUG Balance Sheet, there has not been any SUG Material Adverse Effect, and no events have occurred or circumstances exist that are, A-18 individually or in the aggregate, reasonably likely to have an SUG Material Adverse Effect, except that any SUG Material Adverse Effect that results from or relates to (a) general business or economic conditions, (b) conditions generally affecting the industries in which SUG competes or (c) the announcement of the transactions contemplated by this Agreement shall be disregarded. Section 4.21 Brokers. SUG is not a party to, or in any way obligated under any Contract, and there are no outstanding claims against SUG, for the payment of any broker's or finder's fees in connection with the origin, negotiation, execution or performance of this Agreement. Section 4.22 Regulatory Proceedings. Except as set forth in Section 4.22 of the SUG Disclosure Schedule, other than purchase gas adjustment provisions, SUG (a) has no rates that have been or are being collected subject to refund, pending final resolution of any rate proceeding pending before a Governmental Body or on appeal to the courts, or (b) is a party to any rate proceeding before a Governmental Body that are, individually or in the aggregate, reasonably likely to result in any Orders having an SUG Material Adverse Effect. Section 4.23 Proxy Statement; Registration Statement. None of the information supplied or to be supplied to PNT by or on behalf of SUG for inclusion in the proxy statement, in definitive form, relating to the PNT Meeting (as defined in Section 6.1(j)) to be held in connection with the Merger (the "PNT Proxy Statement"), supplied or to be supplied by or on behalf of SUG in the proxy statement, in definitive form, relating to the SUG Meeting (as defined in Section 6.2(m)) to be held in connection with the Merger (the "SUG Proxy Statement") or supplied by or on behalf of SUG in the Registration Statement on Form S-4 (and any amendments thereto) to be filed by SUG with the SEC pursuant to the Securities Act to register the shares of SUG Common Stock constituting the Stock Consideration (the "Registration Statement") will, in the case of the Registration Statement, at the effective time of the Registration Statement, at any time the Registration Statement is amended or supplemented, at the date the PNT Proxy Statement is first mailed to PNT's shareholders, at any time the PNT Proxy Statement is amended or supplemented, at the time of the PNT Meeting and at the Effective Time, in the case of the PNT Proxy Statement, at the date the PNT Proxy Statement is first mailed to PNT's shareholders, at any time the PNT Proxy Statement is amended or supplemented and at the time of the PNT Meeting, and in the case of the SUG Proxy Statement, at the date the SUG Proxy Statement is first mailed to SUG's shareholders, at any time the SUG Proxy Statement is amended or supplemented and at the time of the SUG Meeting (giving effect to any documents incorporated by reference therein), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Registration Statement will comply as to form and in substance in all material respects with the applicable provisions of the Securities Act and the rules and regulations thereunder. The SUG Proxy Statement will comply as to form and in substance in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Section 4.24 Vote Required. At the SUG Meeting, SUG will seek the approval of the Merger (and any other transaction contemplated by this Agreement which requires the approval of SUG's shareholders) by the holders of a majority of the outstanding shares of SUG Common Stock (the "SUG Shareholders' Approval"), and no other vote of the holders of any class or series of the capital stock of SUG is required to approve this Agreement and the Mergers. Section 4.25 Disclaimer of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV, SUG MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND SUG HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES, WHETHER BY SUG, ANY SUBSIDIARY OF SUG, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PERSON, WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PNT OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PERSON, OF ANY DOCUMENTATION OR OTHER A-19 INFORMATION BY SUG, ANY SUBSIDIARY OF SUG, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PERSON, WITH RESPECT TO ANY OF THE FOREGOING. ARTICLE V REPRESENTATIONS AND WARRANTIES OF PNT PNT, as to the Acquired Companies, represents and warrants to SUG as follows: Section 5.1 Organization, Existence and Qualification. (a) Each Acquired Company is a corporation duly incorporated, validly existing, and in good standing under the laws of its state of incorporation, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under Applicable Contracts. Section 5.1(a) of the PNT Disclosure Schedule sets forth the name of each Acquired Company, the state or jurisdiction of its incorporation or formation, and, except as set forth on Section 5.1(a) of the PNT Disclosure Schedule, each state or jurisdiction where such Acquired Company is duly qualified as a foreign corporation. Each Acquired Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the business conducted by it, requires such qualification as a foreign corporation except such failures to be so qualified or in good standing as are not, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect. (b) PNT has delivered to SUG copies of the Organizational Documents, as currently in effect, of each Acquired Company. Section 5.2 Capitalization. The capital stock of PNT consists of 30,000,000 shares of PNT Common Stock, of which 10,835,270 shares were issued and outstanding on May 28, 1999. PG Energy is authorized to issue 997,500 shares of PG Preferred Stock, of which (i) 47,451 shares of the Series 4.10% PG Preferred Stock (the "4.10% PG Preferred Stock"), and (ii) 2,396 shares of the Series 5.75% PG Preferred Stock (the "5.75% PG Preferred Stock"), were issued and outstanding on May 28, 1999. The issued and outstanding shares of PNT Common Stock and PG Preferred Stock have been validly issued and are fully paid and nonassessable. Except as specifically described in the PNT SEC Documents delivered to SUG prior to the date of this Agreement, as of the date of this Agreement, no shares of PNT Common Stock or PG Preferred Stock are held, in treasury or otherwise, by PNT or any of its Subsidiaries and except as set forth in Section 5.2 of the PNT Disclosure Schedule, there are no outstanding (i) securities convertible into PNT Common Stock, PG Preferred Stock or other capital stock PNT or any of its material Subsidiaries, (ii) warrants or options to purchase PNT Common Stock or other securities of PNT or any of its material Subsidiaries or (iii) other commitments to issue shares of any PNT Common Stock, PG Preferred Stock or other securities of PNT or any of its material Subsidiaries. Section 5.3 Subsidiaries; Investments. Except as set forth in Section 5.3 of the PNT Disclosure Schedule, as of the date of this Agreement, PNT has no Subsidiaries or investments in any Person (except for marketable securities disclosed to SUG) and, except for the issued and outstanding PG Preferred Stock, PNT is the registered owner and holder of all of the issued and outstanding shares of capital stock of its Subsidiaries and has good title to such shares. The outstanding capital stock of each material Subsidiary has been validly issued and is fully paid and nonassessable. All such capital stock owned by any Acquired Company is free and clear of any Encumbrance (except for any Encumbrance disclosed in the PNT SEC Documents filed to date, or created or incurred by this Agreement in favor of SUG, or imposed by federal or state securities laws). A-20 Section 5.4 Authority Relative to this Agreement and Binding Effect. The execution, delivery and performance of this Agreement and the Related Documents by PNT have been duly authorized by all requisite corporate action, except, as of the date of this Agreement, for the PNT Shareholders' Approval, the approval of the Boards of Directors of PG Energy and Honesdale of the transactions contemplated hereby and the approval of the holders of common stock of each of PG Energy and Honesdale of the transactions contemplated hereby. Except as set forth in the schedule to be delivered by PNT to SUG within seven days of the date of this Agreement, the execution, delivery and performance of this Agreement and the Related Documents by PNT will not result in a violation or breach of any term or provision of, or constitute a default or accelerate the performance required under, the Organizational Documents of any of the Acquired Companies, any indenture, mortgage, deed of trust, security agreement, loan agreement, or Material Contract to which any of the Acquired Companies is a party or by which its assets are bound, or violate any order, writ, injunction or decree of any Governmental Body, with such exceptions as are not, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect. This Agreement constitutes and the Related Documents to be executed by any of the Acquired Companies when executed and delivered will constitute valid and binding obligations of such Acquired Company, enforceable against such Acquired Company in accordance with their terms, except as enforceability may be limited by (i) bankruptcy or similar laws from time to time in effect affecting the enforcement of creditors' rights generally or (ii) the availability of equitable remedies generally. Section 5.5 Governmental Approvals. Except as set forth in Section 5.5 of the PNT Disclosure Schedule and as required by the HSR Act, no approval or authorization of any Governmental Body with respect to performance under this Agreement by any Acquired Company is required to be obtained by PNT in connection with the execution and delivery by PNT of this Agreement or the consummation by the Acquired Companies of the transactions contemplated by this Agreement, the failure to obtain which are, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect. Section 5.6 Public Utility Holding Company Status; Regulation as a Public Utility. PNT is a "holding company" (as such term is defined in PUHCA) exempt from certain provisions of PUHCA, and has received no adverse notice from the SEC with respect to the validity of its exempt status, pursuant to Section 3(a)(1) of PUHCA. PG Energy is a "public utility company" (as such term is defined in PUHCA). Honesdale is a "public utility company" (as such term is defined in PUHCA). Each of PG Energy and Honesdale is a "subsidiary company" of PNT, and an "affiliate" of the other and of PNT (as such terms are defined in PUHCA). Except as stated above in this Section 5.6, none of the Acquired Companies is a "holding company," a "subsidiary company," a "public utility company," or an "affiliate" of a "public utility company" or a "holding company" within the meaning of such terms in PUHCA. Section 5.7 Compliance with Legal Requirements; Governmental Authorizations. (a) Except as set forth in Section 5.7(a) of the PNT Disclosure Schedule or as specifically described in the PNT SEC Documents delivered to SUG prior to the date of this Agreement, and subject to Section 5.19 of this Agreement, to the Knowledge of any Acquired Company, no Acquired Company is in violation of any Legal Requirement that is applicable to it, to the conduct or operation of its business, or to the ownership or use of any of its assets, other than such violations, if any, which are not, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect. (b) The PNT SEC Documents delivered to SUG prior to the date of this Agreement accurately describe all material regulation of each Acquired Company that relates to the utility business of any Acquired Company. Except as set forth on Section 5.7(a) of the PNT Disclosure Schedule, each Acquired Company has and is in material compliance with all material Governmental Authorizations necessary to conduct its business and to own, operate and use all of its assets as currently conducted. Section 5.8 Legal Proceedings; Orders. Except as set forth in Section 5.8 of the PNT Disclosure Schedule or as specifically described in the PNT SEC Documents delivered to SUG prior to the date of this Agreement, there is no pending Proceeding: A-21 (1) that has been commenced by or against, or that otherwise relates to, any Acquired Company that is reasonably likely to have a PNT Material Adverse Effect; or (2) as of the date of this Agreement, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the Mergers or any of the transactions contemplated hereby. To the Knowledge of PNT, except as set forth in Section 5.8 of the PNT Disclosure Schedule, as of the date of this Agreement, no such Proceedings, audits or investigations have been Threatened that are, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect. Section 5.9 SEC Documents. PNT has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to SUG a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by PNT or PG Energy with the SEC since December 31, 1998 through the Closing Date in substantially the form filed with the SEC (the "PNT SEC Documents"). As of their respective dates, the PNT SEC Documents, including without limitation any financial statements or schedules included therein, complied (or will comply), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such PNT SEC Documents, and did not (or will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of PNT or PG Energy included in the PNT SEC Documents (collectively, the "PNT Financial Statements") were (or will be) prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present) in all material respects the financial position of PNT and its Subsidiaries, or PG Energy, as the case may be, as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate. Section 5.10 Taxes. (a) The Acquired Companies have timely filed all United States federal, state and local income Tax Returns required to be filed by or with respect to them or requests for extensions to file such Tax Returns have been timely filed, granted and have not expired, and the Acquired Companies have timely paid and discharged all Taxes due in connection with or with respect to the periods or transactions covered by such Tax Returns and have paid all other Taxes as are due or made adequate provision therefor in accordance with GAAP except where failures to so file, pay or discharge are not, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect. There are no pending audits or other examinations relating to any Tax matters. There are no Tax liens on any assets of the Acquired Companies. As of the date of this Agreement, none of the Acquired Companies has granted any waiver of any statute of limitations with respect to, or any extension of a period for the assessment of, any Tax. The accruals and reserves (including deferred taxes) reflected in the PNT Balance Sheet are in all material respects adequate to cover all material Taxes accruable through the date thereof (including interest and penalties, if any, thereon and Taxes being contested) in accordance with GAAP. Prior to the date of this Agreement, no Acquired Company has at any time adopted a plan of complete liquidation within the meaning of Section 332 of the IRC. (b) None of the Acquired Companies is obligated under any Contract with respect to industrial development bonds or other obligations with respect to which the excludability from gross income of the holder for federal or state income tax purposes could be affected by the Merger or any of the transactions contemplated by this Agreement. Section 5.11 Intellectual Property. Except as set forth in Section 5.11 of the PNT Disclosure Schedule, no Acquired Company has any Knowledge of (i) any infringement or claimed infringement by it of any patent A-22 rights or copyrights of others or (ii) any infringement of the patent or patent license rights, trademarks or copyrights owned by or under license to it, except for any such infringements of the type described in clause (i) or (ii) that are not, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect. Section 5.12 Title to Assets. Except (i) as set forth in Section 5.12 of the PNT Disclosure Schedule, (ii) as specifically described in the PNT SEC Documents delivered to SUG prior to the date of this Agreement, (iii) as set forth in Section 5.19 of this Agreement or (iv) as set forth in Section 5.19 of the PNT Disclosure Schedule, none of the Acquired Companies' assets are subject to any Encumbrance other than PNT Permitted Liens. Section 5.13 Indebtedness. All outstanding principal amounts of indebtedness for borrowed money of the Acquired Companies as of June 4, 1999 are set forth in Section 5.13 of the PNT Disclosure Schedule, except for inter-company indebtedness. Section 5.14 Machinery and Equipment. Except for normal wear and tear, and with such exceptions as are not, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect, the machinery and equipment of the Acquired Companies is in good operating condition and in a state of reasonable maintenance and repair. Section 5.15 Material Contracts. Except as specifically described in the PNT SEC Documents delivered to SUG prior to the date of this Agreement, and with such exceptions as are not, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect, all Material Contracts of the Acquired Companies are in full force and effect and no Acquired Company nor, to the Knowledge of PNT, any other party thereto is in default thereunder nor has any event occurred or is any event occurring that with notice or the passage of time or otherwise, is reasonably likely to give rise to an event of default thereunder by any party thereto. Section 5.16 Insurance. Section 5.16(a) of the PNT Disclosure Schedule sets forth a list of all policies of insurance held by the Acquired Companies as of the date of this Agreement. Except as set forth in Section 5.16(b) of the PNT Disclosure Schedule, since June 30, 1994, the assets and the business of the Acquired Companies have been continuously insured with what PNT reasonably believes are reputable insurers against all risks and in such amounts normally insured against by companies of the same type and in the same line of business as any of the Acquired Companies. As of the date of this Agreement, no notice of cancellation, non-renewal or material increase in premiums has been received by any of the Acquired Companies with respect to such policies, and no Acquired Company has Knowledge of any fact or circumstance that could reasonably be expected to form the basis for any cancellation, non-renewal or material increase in premiums, except for such cancellations, non-renewals and increases which are not, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect. None of the Acquired Companies is in default with respect to any provision contained in any such policy or binder nor has there been any failure to give notice or to present any claim relating to the business or the assets of the Acquired Companies under any such policy or binder in a timely fashion or in the manner or detail required by the policy or binder, except for such defaults or failures which are not, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect. As of the date of this Agreement, there are no outstanding unpaid premiums (except premiums not yet due and payable), and no notice of cancellation or renewal with respect to, or disallowance of any claim under, any such policy or binder has been received by the Acquired Companies as of the date hereof, except for such non-payments of premiums, cancellations, renewals or disallowances which are not, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect. Section 5.17 Employees. Section 5.17(a) of the PNT Disclosure Schedule sets forth a list as of no more than thirty (30) days prior to the date of this Agreement of all the present officers and employees of the Acquired Companies. Except as set forth in Section 5.17(b) of the PNT Disclosure Schedule, as of the date of this Agreement, no labor union or other collective bargaining unit has been certified or recognized by any of the Acquired Companies, and, to the Knowledge of the Acquired Companies, as of the date of this Agreement, A-23 there are no elections, organizing drives or material controversies pending or Threatened between any of the Acquired Companies and any labor union or other collective bargaining unit representing any of the Acquired Companies' employees. There is no pending or, to the Knowledge of PNT, Threatened labor practice complaint, arbitration, labor strike or other material labor dispute (excluding grievances) involving any of the Acquired Companies which are, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect. Except for collective bargaining agreements or as described in or pursuant to Section 5.18 and Section 6.1(a)(16) or as attached as an exhibit to, or as specifically described in, the PNT SEC Documents delivered to SUG prior to the date of this Agreement, as of the date of this Agreement, to the Knowledge of PNT, none of the Acquired Companies is a party to any employment agreement with any employee pertaining to any of the Acquired Companies. Section 5.18 Employee Benefit Plans. (a) Except as set forth in Section 5.18 of the PNT Disclosure Schedule, each of the PNT Benefit Plans has been operated and administered in all material respects in accordance with its governing documents and applicable federal and state laws (including, but not limited to, ERISA and the IRC). For purposes of this Agreement, "PNT Benefit Plans" shall mean all employee retirement, welfare or other benefit plans, agreements, practices, policies, programs, or arrangements identified and described in Section 5.18 of the PNT Disclosure Schedule, which sets forth all PNT Benefit Plans that are applicable to any employee of the Acquired Companies identified in Section 5.17 of the PNT Disclosure Schedule or maintained by or contributed to by any of the Acquired Companies. (b) Except as set forth in Section 5.18 of the PNT Disclosure Schedule, as to any PNT Benefit Plan subject to Title IV of ERISA, there is no event or condition which presents the material risk of plan termination, no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the IRC has been incurred for which any liability is outstanding, no reportable event within the meaning of Section 4043 of ERISA (for which the notice requirements of Regulation (S)4043 promulgated by the PBGC have not been waived) has occurred within the last six years, no notice of intent to terminate the PNT Benefit Plan has been given under Section 4041 of ERISA, no proceeding has been instituted under Section 4042 of ERISA to terminate the PNT Benefit Plan, there has been no termination or partial termination of the PNT Benefit Plan within the meaning of Section 411(d)(3) of the IRC within the last six years, no event described in Sections 4062 or 4063 of ERISA has occurred, all PBGC premiums have been timely paid and no liability to the PBGC has been incurred, except for PBGC premiums not yet due. (c) There is no matter pending (other than qualification determination applications and filings and other required periodic filings) with respect to any of the PNT Benefit Plans before the IRS, the Department of Labor, the PBGC or in or before any other governmental authority. (d) Except as set forth in Section 5.18 of the PNT Disclosure Schedule, each trust funding a PNT Benefit Plan, which trust is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the IRC, satisfies the requirements of such section and has received a favorable determination letter from the IRS regarding such exempt status and to the Knowledge of any Acquired Company has not, since receipt of the most recent favorable determination letter, been amended or operated in any way which would adversely affect such exempt status. (e) Except as otherwise set forth in Section 5.18 of the PNT Disclosure Schedule, with respect to any PNT Benefit Plan or any other "employee benefit plan" as defined in Section 3(3) of ERISA which is established, sponsored, maintained or contributed to, or to the Knowledge of the Acquired Companies, with respect to any such plan which has been established, sponsored, maintained or contributed to within six years prior to the Closing Date, by the Acquired Companies or any corporation, trade, business or entity under common control or being a part of an affiliated service group with any of the Acquired Companies, within the meaning of Section 414(b), (c) or (m) of the IRC or Section 4001 of ERISA ("PNT Commonly Controlled Entity"), (i) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability A-24 has not been satisfied and no such withdrawal liability is reasonably expected to be incurred, (ii) no liability under Title IV of ERISA (including, but not limited to, liability to the PBGC) has been incurred by the Acquired Companies or any PNT Commonly Controlled Entity, which liability has not been satisfied (other than for PBGC premiums not yet due), (iii) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the IRC has been incurred for which any liability is outstanding, (iv) there has been no failure to make any contribution (including installments) to such plan required by Section 302 of ERISA and Section 412 of the IRC which has resulted in a lien under Section 302 of ERISA or Section 412 of the IRC and for which any liability is currently outstanding; (v) to the Knowledge of any Acquired Company, no action, omission or transaction has occurred with respect to any such plan or any other PNT Benefit Plan which could subject any of the Acquired Companies, the plan or trust forming a part thereof, or SUG to a material civil liability or penalty under ERISA or other applicable laws, or a material Tax under the IRC, (vi) any such plan which is a Group Health Plan has complied in all material respects with the provisions of Sections 601-608 of ERISA and Section 4980B of the IRC, (vii) there are no pending or, to the Knowledge of any of the Acquired Companies, Threatened claims by or on behalf of any such plan or any other PNT Benefit Plan, by any employees, former employees or plan beneficiaries covered by such plan or otherwise by or on behalf of any person involving any such plan (other than routine non-contested claims for benefits) which could result in a material liability to the Acquired Companies taken as a whole and (viii) neither the Acquired Companies nor any PNT Commonly Controlled Entity has engaged in, or is a successor or parent corporation to any entity or person that has engaged in, a transaction described in Section 4069 of ERISA. (f) Except as otherwise set forth in Section 5.18 of the PNT Disclosure Schedule, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (i) require SUG to make a later contribution to, payment or transfer of money or property or payment of greater benefits under or with respect to any PNT Benefit Plan than any of the Acquired Companies is currently required by the terms and provisions of such PNT Benefit Plan to do, (ii) create or give rise to any additional eligibility for participation, vested rights benefits or service credits under any PNT Benefit Plan, or (iii) in and of themselves cause or result in SUG incurring any civil liability or penalty under ERISA or other applicable laws or Tax under the IRC. (g) Except as otherwise set forth in Section 5.18 of the PNT Disclosure Schedule, none of the Acquired Companies is a party to any Contract nor has it established any policy or practice, which would require it or SUG to make a payment or provide any other form of compensation or benefit to any Person performing (or who within the past twelve months performed) services for any of the Acquired Companies during or upon termination of such services which would not be payable or provided in the absence of the consummation of the transactions contemplated by this Agreement. (h) Except as would affect retirees and unionized employees and as otherwise set forth in Section 5.18 of the PNT Disclosure Schedule, each PNT Benefit Plan which is an "employee welfare benefit plan," as such term is defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without any liability being incurred by any of the Acquired Companies, SUG or any affiliate of SUG, except as to benefits accrued thereunder prior to such amendment or termination. (i) Section 5.18 of the PNT Disclosure Schedule contains a true and complete list as of the date of this Agreement of each PNT Benefit Plan, all Acquired Company Option Plans and any management, employment, deferred compensation, severance (including any payment, right or benefit resulting from a change in control), bonus or other contract for personal services with any current or former officer, director or employee, any consulting contract with any person who prior to entering this such contract was a director or officer of any Acquired Company or any plan, agreement, arrangement or understanding similar to any of the foregoing. (j) None of the Acquired Companies has contributed nor been obligated to contribute to any "multi-employer plan" within the meaning of Section 3(37) of ERISA within the last six years, and none of the Acquired Companies has any outstanding liability with respect to any such plan. A-25 Section 5.19 Environmental Matters. Except as set forth in Section 5.19 of the PNT Disclosure Schedule or as specifically described in the PNT SEC Documents delivered to SUG prior to the date of this Agreement, and with such other exceptions as are not, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect: (a) To the Knowledge of any Acquired Company, no Facility owned or operated by any Acquired Company is currently, or was at any time, listed on the National Priorities List promulgated under CERCLA, or on any comparable state list, and no Acquired Company has received any written notification of potential or actual liability or a written request for information from any Person under or relating to CERCLA or any comparable Legal Requirement with respect to any Acquired Company or the Facilities; (b) To the Knowledge of any Acquired Company, each Acquired Company and any Person for whose conduct any Acquired Company is reasonably likely to be held responsible, and at all times has been, in material compliance with any Environmental Law. No Acquired Company has received any Order, notice, or other communication from (i) any Governmental Body or private citizen acting in the public interest, or (ii) the current or prior owner or operator of any Facilities, of any violation or failure to comply with any Environmental Law, or of any obligation to undertake or bear the cost of any environmental cleanup, or with respect to any property or Facility at which Hazardous Materials generated by any Acquired Company were transported for disposal; (c) There are no pending or, to the Knowledge of any of the Acquired Companies, Threatened claims arising under or pursuant to any Environmental Law with respect to or affecting any of the Facilities or any other properties and assets (whether real, personal, or mixed) in which any Acquired Company has or had a direct or indirect interest (including by ownership or use); and (d) PNT has delivered or made available to SUG true and complete copies and results of any environmental site assessments, studies, analyses, tests or monitoring possessed by any Acquired Company of which any Acquired Company has Knowledge pertaining to Hazardous Materials or Hazardous Activities in, on or under the Facilities, or concerning compliance by any Acquired Company or any other Person for whose conduct any Acquired Company is reasonably likely to be held responsible, with Environmental Laws. Section 5.20 No Material Adverse Change. Since the date of the PNT Balance Sheet, except as specifically described in the PNT SEC Documents delivered to SUG prior to the date of this Agreement, there has not been any PNT Material Adverse Effect, and no events have occurred or circumstances exist that are, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect, except that any PNT Material Adverse Effect that results from or relates to (a) general business or economic conditions, (b) conditions generally affecting the industries in which the Acquired Companies compete or (c) the announcement of the transactions contemplated by this Agreement shall be disregarded. Section 5.21 Brokers. No Acquired Company is a party to, or in any way obligated under any Contract, and there are no outstanding claims against any Acquired Company, for the payment of any broker's or finder's fees in connection with the origin, negotiation, execution or performance of this Agreement. Section 5.22 PNT Rights Agreement. Prior hereto, PNT has delivered to SUG a true and complete copy of the PNT Rights Agreement. The consummation of the transactions contemplated by this Agreement will not result in the triggering of any right or entitlement of the holders of the PNT Common Stock or other PNT securities under the PNT Rights Agreement or any similar agreement to which PNT or any of its Subsidiaries is a party. Section 5.23 Regulatory Proceedings. Except as set forth in Section 5.23 of the PNT Disclosure Schedule, other than purchase gas adjustment provisions, none of PNT or its Subsidiaries all or part of whose rates or services are regulated by a Governmental Body (a) has rates that have been or are being collected subject to refund, pending final resolution of any rate proceeding pending before a Governmental Body or on appeal to the courts, or (b) is a party to any rate proceeding before a Governmental Body that are, individually or in the aggregate, reasonably likely to result in any Orders having a PNT Material Adverse Effect. A-26 Section 5.24 Proxy Statement; Registration Statement. None of the information supplied or to be supplied by or on behalf of PNT and its Subsidiaries in either the PNT Proxy Statement or supplied or to be supplied by PNT to SUG for inclusion in either the SUG Proxy Statement or the Registration Statement, will, with respect to the Registration Statement, at the effective time of the Registration Statement, at any time the Registration Statement is amended or supplemented, at the date the PNT Proxy Statement is first mailed to PNT's shareholders, at any time the PNT Proxy Statement is amended or supplemented, at the time of the PNT Meeting and at the Effective Time, in the case of the PNT Proxy Statement, at the date the PNT Proxy Statement is first mailed to PNT's shareholders, at any time the PNT Proxy Statement is amended or supplemented and at the time of the PNT Meeting and in the case of the SUG Proxy Statement, at the date the SUG Proxy Statement is first mailed to SUG's shareholders, at any time the SUG Proxy Statement is amended or supplemented and at the time of the SUG Meeting (giving effect to any documents incorporated by reference therein), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The PNT Proxy Statement will comply as to form and in substance in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. Section 5.25 Vote Required. Other than the approval of the Merger by the holders of a majority of the outstanding shares of PNT Common Stock (the "PNT Shareholders' Approval") and the approval by the holders of common stock of each of PG Energy and Honesdale, no vote of the holders of any class or series of the capital stock of any Acquired Company is required to approve this Agreement and the Mergers. Section 5.26 Opinion of Financial Advisor. PNT has provided (or promptly upon receipt of a written copy thereof, will provide) SUG a copy of the opinion of Legg Mason Wood Walker, Incorporated, dated as of the date hereof, with respect to the Merger Consideration to be received by the holders of PNT Common Stock pursuant to the transactions contemplated by this Agreement. Section 5.27 Disclaimer of Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE V, PNT MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND PNT HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES, WHETHER BY PNT, ANY SUBSIDIARY OF PNT, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PERSON, WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SUG OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PERSON, OF ANY DOCUMENTATION OR OTHER INFORMATION BY PNT, ANY SUBSIDIARY OF PNT, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR ANY OTHER PERSON, WITH RESPECT TO ANY OF THE FOREGOING. ARTICLE VI COVENANTS Section 6.1 Covenants of PNT. PNT agrees to observe and perform the following covenants and agreements: (a) Conduct of the Business Prior to the Closing Date. With respect to the Acquired Companies, except (i) as contemplated in this Agreement, (ii) for a sale by PNT of Keystone Pipeline Services, Inc. or by Keystone Pipeline Services, Inc. of its assets, or the sale by any of the Acquired Companies of any real property owned by any of them that is not used or useful in the Acquired Companies' utility operations, (iii) the redemption or repurchase of the PG Preferred Stock prior to the Effective Time, (iv) as required by law or regulation or (v) as A-27 otherwise expressly consented to in writing by SUG which consent will not be unreasonably withheld or delayed, prior to the Closing, PNT will cause each Acquired Company to: (1) Not make or permit any material change in the general nature of its business; (2)Maintain its Ordinary Course of Business in accordance with prudent business judgment and consistent with past practice and policy, and maintain its assets in good repair, order and condition, reasonable wear and tear excepted, subject to retirements in the Ordinary Course of Business; (3)Preserve the Acquired Company as an ongoing business and use reasonable efforts to maintain the goodwill associated with the Acquired Company; (4)Preserve all of the Acquired Companies' franchises, tariffs, certificates of public convenience and necessity, licenses, authorizations and other governmental rights and permits; (5)Not enter into any material transaction or Material Contract other than in the Ordinary Course of Business; (6)Not purchase, sell, lease, dispose of or otherwise transfer or make any contract for the purchase, sale, lease, disposition or transfer of, or subject to lien, any of the assets of the Acquired Company other than in the Ordinary Course of Business; (7)Not hire any new employee unless such employee is a bona fide replacement for a presently-filled position with the Acquired Company as of the date hereof except for no more than ten (10) new employees to be hired by PG Energy Services, Inc. for the conduct of the electric and natural gas marketing business; (8)Not file any material applications, petitions, motions, orders, briefs, settlement or agreements in any material Proceeding before any Governmental Body which involves the Acquired Company, and appeals related thereto without, to the extent reasonably practicable, consulting SUG; provided, however, that if such Proceeding is reasonably likely to have a PNT Material Adverse Effect, PNT shall not make any such filing without the consent of SUG, which consent shall not be unreasonably withheld or delayed; (9)Not engage in any new (other than intercompany short-term financing arrangements in the Ordinary Course of Business), or modify any existing, intercompany transactions involving Keystone Pipeline Services, Inc., and not engage in or modify, except in the Ordinary Course of Business, any material intercompany transactions involving any other Acquired Company, except as set forth in Section 6.1(a)(9) of the PNT Disclosure Schedule; (10)Not voluntarily change in any material respect or terminate any insurance policies disclosed on Section 5.16(a) of the PNT Disclosure Schedule that presently are in effect unless equivalent coverage is obtained; (11)Except as disclosed or specifically contemplated in this Agreement or in Section 6.1(a)(11) of the PNT Disclosure Schedule, and with respect to budgeted expenditures known and specifically disclosed in writing to SUG, subject to adjustments in the Ordinary Course of Business and other deviations (which in the aggregate shall not exceed 5% on an annualized basis during the period from the date of this Agreement until the Closing Date), not make any capital expenditure or capital expenditure commitment; (12)Not make any changes in financial policies or practices, or strategic or operating policies or practices, in each case which involve any Acquired Company, except as required by law, rule or regulation; (13)Comply in all material respects with all applicable material Legal Requirements and permits, including without limitation those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith; (14)Not adopt, amend (other than amendments that reduce the amounts payable by SUG or any of its subsidiaries or amendments required by law) or assume an obligation to contribute to any PNT Benefit A-28 Plan or collective bargaining agreement or enter into any employment, severance or similar contract with any Person (including without limitation, contracts with management of any Acquired Company or any of its affiliates that might require payments be made upon consummation of the transactions contemplated hereby) or amend any such existing contracts to increase any amounts payable thereunder or benefits provided thereunder; (15)Except in the Ordinary Course of Business or in accordance with the terms of any existing Contract, PNT Benefit Plan or collective bargaining agreement, not grant any increase or change in total compensation, benefits or pay any bonus to any employees; (16)Not grant or enter into any Contract, written or oral, with respect to continued employment for any employee, officer or director; (17)Not make (i) any loan or advance to any officer, director, stockholder or employee other than in the Ordinary Course of Business or (ii) make any other loan or advance to any Person other than in the Ordinary Course of Business; (18)Not terminate any existing gas purchase, exchange or transportation contract necessary to supply firm gas at all city gate delivery points or enter into any new contract for the supply, transportation, storage or exchange of gas with respect to the Acquired Companies' regulated gas distribution operations or renew or extend or negotiate any existing contract providing for the same where such contract is not terminable within sixty (60) days without penalty unless specifically agreed to by SUG; (19)Not amend any of its Organizational Documents; and (20)Subject to Section 6.1(l), not issue or assume any note, debenture or other evidence of indebtedness which by its terms does not mature within two year(s) (except that PG Energy shall have no more than $11,999,999 of indebtedness which matures within one year from the date of any such issuance or assumption) from the date of execution or issuance thereof, unless otherwise redeemable or subject to prepayment at any time at the option of the Acquired Company on not more than thirty (30) days notice without penalty for such redemption or prepayment. (b) Customer Notifications. At any time and from time to time reasonably requested by SUG prior to the Closing Date, each Acquired Company will permit SUG at SUG's expense to insert preprinted single-page customer education materials into billing documentation to be delivered to customers affected by this Agreement; provided that, PNT has reviewed in advance and consented to the content of such materials, which consent shall not be unreasonably withheld. Other means of notifying customers may be employed by either party, at the expense of the initiating party, but in no event shall any notification be initiated without the prior consent of the other party (which consent shall not be unreasonably withheld). (c) Access to the Acquired Companies' Offices, Properties and Records; Updating Information. (1)From and after the date hereof and until the Closing Date, the Acquired Companies shall permit SUG and its Representatives to have, on reasonable notice and at reasonable times, reasonable access to such of the offices, properties and employees of the Acquired Companies, and shall disclose, and make available to SUG and its Representatives all books, papers and records to the extent that they relate to the ownership, operation, obligations and liabilities of or pertaining to the Acquired Companies and their businesses and assets. Without limiting the application of the Confidentiality Agreement dated May 10, 1999 between PNT and SUG (the "Confidentiality Agreement"), all documents or information furnished by the Acquired Companies hereunder shall be subject to the Confidentiality Agreement. (2)PNT will notify SUG as promptly as practicable of any significant change in the Ordinary Course of Business or operation of any of the Acquired Companies and of any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) by any Governmental Body, or the institution or overt threat or settlement of any material Proceeding involving or affecting any of the A-29 Acquired Companies or the transactions contemplated by this Agreement, and shall use reasonable efforts to keep SUG fully informed of such events and permit SUG's Representatives access to all materials prepared in connection therewith, consistent with any applicable Legal Requirement or Contract. (3)As promptly as practicable after SUG's request, PNT will furnish such financial and operating data and other information pertaining to the Acquired Companies and their businesses and assets as SUG may reasonably request; provided, however, that nothing herein will obligate any of the Acquired Companies to take actions that would unreasonably disrupt its Ordinary Course of Business or violate the terms of any Legal Requirement or Contract to which the Acquired Company is a party or to which any of its assets is subject in providing such information, or to incur any costs with respect to SUG's external auditors (or the Acquired Companies' external auditors in the event a report by such auditors is requested by SUG) providing accounting services with respect to issuing an auditor's report required by or for SUG. (d) Governmental Approvals; Third Party Consents. PNT will use its reasonable best efforts to obtain all necessary consents, approvals and waivers from any Person required under any license, lease, permit or Contract applicable to the Acquired Companies, including, without limitation, the approvals of those Governmental Bodies and the consents of those third parties listed in Section 5.4 and Section 5.5 of the PNT Disclosure Schedule and as required by the HSR Act. (e) Dividends. PNT shall not, nor shall it permit any of its Subsidiaries to: (i) declare or pay any dividends on or make other distributions in respect of any of its or their capital stock other than (A) dividends by a wholly owned Subsidiary to PNT or another wholly owned subsidiary, (B) dividends by a less than wholly owned Subsidiary consistent with past practice, (C) regular quarterly dividends on PNT Common Stock with usual record and payment dates that do not exceed the current rate of $1.20 per fiscal year, or (D) regular cumulative cash distributions on the 4.10% PG Preferred Stock not to exceed an annual rate of $4.10 per share or on the 5.75% PG Preferred Stock not to exceed an annual rate of $5.75 per share; (ii) split, combine or reclassify any capital stock or the capital stock of any Subsidiary or issue or authorize or propose the issuance of any other securities in respect of, or in substitution for, shares of capital stock or the capital stock of any Subsidiary; or (iii) redeem, repurchase or otherwise acquire any shares of capital stock of any Subsidiary other than (A) redemptions, repurchases and other acquisitions of shares of capital stock in connection with the administration of employee benefit and dividend reinvestment and customer stock purchase plans as in effect on the date hereof in the ordinary course of the operation of such plans consistent with past practice, (B) intercompany acquisitions of capital stock, (C) required redemptions of the 5.75% PG Preferred Stock, (D) the redemption or repurchase of the PG Preferred Stock as contemplated herein or (E) as set forth in Section 6.1(l) of this Agreement. (f) Issuance of Securities. PNT shall not, nor shall it permit any of its Subsidiaries to, issue, agree to issue, deliver, sell, award, pledge, dispose of or otherwise encumber or authorize or propose the issuance, delivery, sale, award, pledge, disposal or other encumbrance of, any shares of its or their capital stock of any class or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such shares or convertible or exchangeable securities, other than as provided for in the PNT Benefit Plans, Acquired Company Option Plans (including options to be granted to directors of PNT pursuant to such PNT Benefit Plans and Acquired Company Option Plans) and any dividend reinvestment or customer stock purchase plans of PNT in effect as of the date hereof. (g) Accounting. PNT shall not, nor shall it permit any of its Subsidiaries to, make any changes in their accounting methods, principles or practices except as required by law, rule, regulation or GAAP. (h) No Shopping. (1)PNT shall not, and shall not authorize or permit any of its (or any of its Subsidiaries') officers, directors, agents, financial advisors, attorneys, accountants or other representatives to, directly or indirectly, solicit, initiate or encourage submission of proposals or offers from any Person relating to, or that could reasonably be expected to lead to, a Business Combination or participate in any negotiations or discussions A-30 regarding, or furnish to any other Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek a Business Combination; provided, however, that, prior to the PNT Shareholders' Approval, PNT may, in response to an unsolicited written proposal from a third party with respect to a Business Combination that PNT's Board of Directors determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor and outside counsel with customary qualifications, is a Superior Proposal, (i) furnish information to, and negotiate, explore or otherwise engage in substantive discussions with such third party, only if PNT's Board of Directors determines, in its good faith judgment after consultation with its financial advisors and outside legal counsel, that it is reasonably necessary in order to comply with its fiduciary duties under applicable law and (ii) take and disclose to PNT's shareholders a position with respect to another Business Combination proposal, or amend or withdraw such position, pursuant to Rule 14d-9 and 14e-2 under the Exchange Act, or make such disclosure to PNT's shareholders which in the good faith judgment of PNT's Board of Directors is required by applicable law, based on the advice of its outside counsel. Prior to furnishing any non-public information to, entering into negotiations with or accepting a Superior Proposal from such third party, PNT will (i) provide written notice to SUG to the effect that it is furnishing information to or entering into discussions or negotiations with such third party and (ii) receive from such third party an executed confidentiality agreement containing substantially the same terms and conditions as the Confidentiality Agreement. PNT will immediately cease and cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiations with any parties conducted heretofore by PNT or any of its representatives with respect to any Business Combination. (2)Except as expressly permitted by this Section 6.1(h), neither the PNT Board of Directors nor any committee thereof may, (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to SUG, the approval or recommendation by such Board of Directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, a Business Combination or (iii) cause PNT to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Business Combination. Notwithstanding the foregoing, prior to the time at which the PNT Shareholders' Approval has been obtained, in response to an unsolicited Business Combination proposal from a third party, if PNT's Board of Directors determines, in its good faith judgment, after consultation with and the receipt of the advice of its financial advisor and outside counsel with customary qualifications, that such proposal is a Superior Proposal and that failure to do any of the actions set forth in clauses (i), (ii) or (iii) above would create a reasonable possibility of a breach of the fiduciary duties of PNT's Board of Directors under applicable law, PNT's Board of Directors may (i) withdraw or modify its approval or recommendation of the Merger or this Agreement, approve or recommend a Business Combination or cause PNT to enter into a Business Combination and (ii) negotiate with a third party with respect to such Business Combination proposal and, subject to PNT having paid to SUG the fees described in Section 8.3(a) hereof and having entered into a definitive agreement with respect to such Business Combination proposal, terminate this Agreement; provided, however, that prior to entering into a definitive agreement with respect to a Business Combination proposal, the Company shall give SUG at least five (5) day's notice thereof, and shall cause its representatives to, negotiate with SUG to make such adjustments in the terms and conditions of this Agreement as would enable PNT to proceed with the transactions contemplated herein on such adjusted terms; provided, further, that if PNT and SUG are unable to reach an agreement on such adjustments within five (5) days after such notice from PNT, PNT may enter into such definitive agreement, subject to the provisions of Article VIII. (3)PNT shall notify SUG orally and in writing of any such inquiries, offers or proposals (including, without limitation, the material terms and conditions of any such offer or proposal and the identity of the Person making it), within one business day of the receipt thereof, shall use all reasonable efforts to keep SUG informed of the status and details of any such inquiry, offer or proposal and shall give SUG two (2) days advance notice of the first delivery of non-public information to such Person. If any such inquiry, offer or proposal is in writing, PNT shall promptly deliver to SUG a copy of such inquiry, offer or proposal. (4)For purposes of this Agreement, (i) "Business Combination" means (other than the transactions contemplated or permitted by this Agreement) (A) a merger, consolidation or other business combination, share exchange, sale of shares of capital stock, tender offer or exchange offer or similar transaction involving PNT or A-31 any of its Subsidiaries, (B) acquisition in any manner, directly or indirectly, of a material interest in any capital stock of, or a material equity interest in a substantial portion of the assets of, PNT or any of its Subsidiaries, including any single or multi-step transaction or series of related transactions that is structured to permit a third party to acquire beneficial ownership of a majority or greater equity interest in PNT or any of its Subsidiaries, or (C) the acquisition in any manner, directly or indirectly, of any material portion of the business or assets (other than immaterial or insubstantial assets or inventory in the ordinary course of business or assets held for sale) of PNT or any of its Subsidiaries and (ii) "Superior Proposal" means a proposed Business Combination involving at least 50% of the shares of capital stock or a material portion of the assets of PNT that PNT's Board of Directors determines, after consulting with PNT's financial advisors and outside counsel, is financially superior to the transactions contemplated hereby and it appears that the party making the proposal is reasonably likely to have the funds necessary to consummate the Business Combination. (i) Solicitation of Proxies; PNT Proxy Statement. Subject to Section 6.1(h), PNT shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of SUG, advisable to secure the PNT Shareholders' Approval. PNT shall cause PG Energy and Honesdale to approve the Honesdale Merger and the PG Energy Merger. (j) PNT Shareholder Approval. (1)Subject to the provisions of Section 6.1(h) and Section 6.1(j)(2), PNT shall, as soon as reasonably practicable after the date hereof (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (including all adjournments thereof, the "PNT Meeting") for the purpose of securing the PNT Shareholders' Approval, (ii) distribute to its shareholders the PNT Proxy Statement in accordance with applicable federal and state law and with its Organizational Documents, (iii) subject to the fiduciary duties of its Board of Directors, recommend to its shareholders the approval of this Agreement and the transactions contemplated hereby and (iv) cooperate and consult with SUG with respect to each of the foregoing matters. (2)The PNT Meeting for the purpose of securing the PNT Shareholders' Approval, including any adjournments thereof, will be held on such date or dates as PNT and SUG mutually determine. (k) Rule 145 Letters. PNT shall promptly identify to SUG all officers and directors of any Acquired Company and any other persons who are "affiliates" within the meaning of such term as used in Rule 145 under the Securities Act ("Rule 145 Affiliates"), and PNT shall use its reasonable efforts to provide to SUG undertakings from such persons ("Rule 145 Letters") to the effect that no disposition of shares of SUG Common Stock received in the Merger will be made by such persons except within the limits and in accordance with the applicable provisions of said Rule 145, as amended from time to time, or except in a transaction which, in the opinion of legal counsel satisfactory to SUG, is exempt from registration under the Securities Act. (l) Financing Activities. PNT shall, and shall cause its Subsidiaries to, cooperate, to the fullest extent commercially reasonable and practicable, with SUG's requests with respect to refinancing by the Acquired Companies of the current maturities of any of their indebtedness, and any repurchase, redemption or prepayment by any of the Acquired Companies of any of its indebtedness or preferred stock that may be required prior to or because of the Mergers or that SUG may request that the Acquired Companies effect prior to the Mergers, so as to permit SUG to have the maximum opportunity to refinance, on or promptly after the Closing Date without any penalty except as may be due pursuant to the terms of the Acquired Companies' indebtedness and preferred stock as in effect on the date of this Agreement, any of the Acquired Companies' indebtedness or preferred stock outstanding on the Closing Date, including, but not limited to, the redemption or repurchase by PG Energy (or purchase by PNT) by the Effective Time of all outstanding shares of PG Preferred Stock; provided, however, that no Acquired Company shall be required to consummate prior to the Effective Time any such refinancing, repurchase, redemption or repayment requested by SUG. (m) PNT Disclosure Schedule. On the date hereof, PNT has delivered to SUG the PNT Disclosure Schedule, accompanied by a certificate signed by an executive officer of PNT stating the PNT Disclosure Schedule is being delivered pursuant to this Section 6.1(m). The PNT Disclosure Schedule constitutes an integral A-32 part of this Agreement and modifies the representations, warranties, covenants or agreements of PNT contained herein to the extent that such representations, warranties, covenants or agreements expressly refer to the PNT Disclosure Schedule. Section 6.2 Covenants of SUG. SUG agrees to observe and perform the following covenants and agreements: (a) Governmental Approvals; Third Party Consents. SUG will use its reasonable best efforts at SUG's sole expense to obtain all necessary consents, approvals and waivers from any Person required under any license, lease, permit, Contract or agreement applicable to SUG, including, without limitation, the approvals of the Missouri Public Service Commission, the Florida Public Service Commission and the Pennsylvania Public Utility Commission as described in Section 4.5 and as required by the HSR Act. (b) Employees; Benefits. With respect to the employees (excluding unionized employees) listed in Section 5.17(a) of the PNT Disclosure Schedule (or their successors employed pursuant to Section 6.1(a)(7) above) (the "Employees"), except as otherwise specified herein, SUG agrees as follows: (1) During the 12 months immediately following the Closing Date, to make available to the Employees who continue their service with the Surviving Corporation or any Subsidiary of the Surviving Corporation Benefit Plans that are no less favorable, in the aggregate, than the Benefit Plans listed in Section 5.18 of the PNT Disclosure Schedule offered to the Employees immediately prior to the Effective Time. Notwithstanding the foregoing, SUG's obligations under PNT's Directors' Retirement Plan, Directors' 1995 Stock Compensation Plan and Directors' Deferred Compensation Plan shall be limited to obligations accrued through and including the Effective Time, including, but not limited to, the change in control provisions contained in such plans. (2) For purposes of eligibility, vesting and benefit accrual under all benefit plans provided to the Employees after the Closing Date, SUG will recognize the tenure of employment, as recognized by the Acquired Companies as of the Closing Date. (3) All vacation time earned by the Employees prior to the Closing Date must be taken by the end of the calendar year of the Closing Date, except where the Employee is requested by PNT or SUG to forego their vacation for business-related reasons. For purposes of awarding vacation time at the beginning of each calendar year following the Closing Date, SUG will recognize the tenure of employment, as recognized by the Acquired Company as of the Closing Date. (4) SUG will permit each of the Employees to carry forward all days of sick leave accrued prior to the Closing Date. (c) Rule 16b-3. SUG will take all reasonable steps so that the acquisition of the Merger Consideration by officers and directors of PNT (including Merger Consideration with respect to PNT Common Stock held under PNT Benefit Plans), and cash payments or substitute SUG options issued in exchange for PNT Options in accordance with Section 3.4, will be exempt from Section 16(b) of the Exchange Act by reason of Rule 16b-3 promulgated thereunder. (d) Tax Matters. SUG will not take, or fail to take, any action before or after the Closing Date that will adversely affect the qualification of the Merger(s) as a reorganization under Section 368(a)(1)(A) of the IRC. (e) Blue Sky Permits. SUG shall use its best efforts to obtain, prior to the effective date of the Registration Statement, all necessary state securities laws or "blue sky" permits and approvals required to carry out the transactions contemplated by the Agreement, and will pay all expenses incident thereto. (f) Listing Application. Prior to the Closing, SUG shall cause the shares of SUG Common Stock constituting the Stock Consideration and any other such shares required to be reserved for issuance in connection with the Merger to be listed on the NYSE, subject to official notice of issuance thereof. A-33 (g) Directors. After the Effective Time on the Closing Date, three individuals to be selected prior to the Closing Date by SUG from the Board of Directors of PNT immediately prior to the Effective Time shall be elected to the Board of Directors of SUG as the Surviving Corporation, and thereafter nominated and recommended for reelection if necessary such that each of them shall have a term of at least three years from the Closing Date, and each such individual shall hold office in accordance with the Certificate of Incorporation and By-laws of SUG as the Surviving Corporation; provided that, any such individual who is also an officer or employee of the Surviving Corporation shall be required to resign as a director of the Surviving Corporation if he resigns or is terminated as an officer or employee of the Surviving Corporation. (h) Technology: Pennsylvania Operations. SUG will give full consideration to using or retaining PNT's technology and management systems for the PNT operations after the Effective Time, if SUG determines that they are superior to such technology and management systems being used by SUG in its other operations and it is in the best interests of SUG and PNT's operations. SUG intends to operate the Acquired Companies' utility operations in Pennsylvania as a separate division of the Surviving Corporation headquartered in Pennsylvania. (i) Charitable Contributions. SUG will maintain PNT's charitable contributions of at least the amount given and/or committed in 1998 for at least the next three calendar years. (j) Collective Bargaining Agreements. At the Effective Time, SUG agrees to assume all collective bargaining agreements covering employees of any Acquired Company, and shall discharge when due any and all liabilities of any Acquired Company under such collective bargaining agreements relating to periods after the Effective Time. (k) Restrictions on Unusual Distributions; Anti-Dilution. Except for an annual 5% stock dividend, SUG will not, prior to the Effective Time, declare any stock dividend, stock split, reclassification, recapitalization, combination or distribution of assets, securities or other property to holders of, or affecting, SUG Common Stock. (l) Solicitation of Proxies; SUG Proxy Statement. SUG shall use its reasonable best efforts to solicit from SUG's shareholders proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of PNT, advisable to secure the SUG Shareholders' Approval. All Lindemann family members who own shares of SUG Common Stock as of the date of this Agreement have provided PNT with a commitment and irrevocable proxy to vote all of their shares of SUG Common Stock in favor of the Merger, the form of which is attached hereto as Schedule 6.2(l). (m) SUG Shareholder Approval. (1) Subject to the provisions of Section 6.2(m)(2), SUG shall, as soon as reasonably practicable after the date hereof (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (including all adjournments thereof, the "SUG Meeting") for the purpose of securing the SUG Shareholders' Approval, (ii) distribute to its shareholders the SUG Proxy Statement in accordance with applicable federal and state law and with its Organizational Documents, (iii) subject to the fiduciary duties of its Board of Directors, recommend to its shareholders the approval of this Agreement and the transactions contemplated hereby and (iv) cooperate and consult with PNT with respect to each of the foregoing matters. (2) The SUG Meeting for the purpose of securing the SUG Shareholders' Approval, including any adjournments thereof, will be held on such date or dates as PNT and SUG mutually determine. (n) SUG Disclosure Schedule. On the date hereof, SUG has delivered to PNT the SUG Disclosure Schedule, accompanied by a certificate signed by an executive officer of SUG stating that the SUG Disclosure Schedule is being delivered pursuant to this Section 6.2(n). The SUG Disclosure Schedule constitutes an integral part of this Agreement and modifies the representations, warranties, covenants or agreements of SUG contained herein to the extent that such representations, warranties, covenants or agreements expressly refer to the SUG Disclosure Schedule. A-34 (o) Conduct of the Business Prior to the Closing Date. Except as contemplated in this Agreement, as required by law or regulation or as otherwise expressly consented to in writing by PNT which consent will not be unreasonably withheld, prior to the Closing, SUG will: (1) Not make or permit any material change in the general nature of its business; (2) Maintain its present operations in the Ordinary Course of Business in accordance with prudent business judgment and consistent with past practice and policy, and maintain its assets in good repair, order and condition, reasonable wear and tear excepted, subject to retirements in the Ordinary Course of Business; (3) Preserve SUG as an ongoing business and use reasonable efforts to maintain the goodwill associated with SUG; and (4) Preserve all of SUG's franchises, tariffs, certificates of public convenience and necessity, licenses, authorizations and other governmental rights and permits. (p) Access to SUG's Offices, Properties and Records; Updating Information. (1) From and after the date hereof and until the Closing Date, SUG and its Subsidiaries shall permit PNT and its Representatives to have, on reasonable notice and at reasonable times, reasonable access to such of the offices, properties and employees of SUG and its Subsidiaries, and shall disclose, and make available to PNT and its Representatives all books, papers and records to the extent that they relate to the ownership, operation, obligations and liabilities of or pertaining to SUG, its Subsidiaries and their respective businesses and assets. Without limiting the application of the Confidentiality Agreement, all documents or information furnished by SUG and its Subsidiaries hereunder shall be subject to the Confidentiality Agreement. (2) SUG will notify PNT as promptly as practicable of any significant change in the Ordinary Course of Business or operation of SUG or any of its Subsidiaries and of any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) by any Governmental Body, or the institution or overt threat or settlement of any material Proceeding involving or affecting SUG or any of its Subsidiaries or the transactions contemplated by this Agreement, and shall use reasonable efforts to keep PNT fully informed of such events and permit PNT's Representatives access to all materials prepared in connection therewith consistent with any applicable Legal Requirement or Contract. (3) As promptly as practicable after PNT's request, SUG will furnish such financial and operating data and other information pertaining to SUG, its Subsidiaries and their respective businesses and assets as PNT may reasonably request; provided, however, that nothing herein will obligate SUG or any of its Subsidiaries to take actions that would unreasonably disrupt its Ordinary Course of Business or violate the terms of any Legal Requirement or Contract to which SUG or any of its Subsidiaries is a party or to which any of its assets is subject in providing such information, or to incur any costs with respect to PNT's external auditors (or SUG's external auditors in the event a report by such auditors is requested by PNT) providing accounting services with respect to issuing an auditor's report required by or for PNT. Section 6.3 Additional Agreements. (a) The Registration Statement, the PNT Proxy Statement and the SUG Proxy Statement. As soon as practicable after the date hereof, PNT and SUG shall take such reasonable steps as are necessary for the prompt preparation and filing with the SEC of (i) the PNT Proxy Statement by PNT, (ii) the SUG Proxy Statement by SUG and (iii) the Registration Statement, which will include information contained in the PNT Proxy Statement, by SUG. The foregoing shall include without limitation: (i) obtaining and furnishing the information required to be included therein, (ii) after consultation between PNT and SUG, responding promptly to any comments made by the SEC with respect to the PNT Proxy Statement, the SUG Proxy Statement and the Registration Statement and any amendments and preliminary version thereof and (iii) causing the Registration Statement to become effective, the PNT Proxy Statement to be mailed to PNT's shareholders at the earliest practicable date and the SUG Proxy Statement to be mailed to SUG's shareholders at the earliest practicable date. PNT agrees, as to A-35 information with respect to PNT, its officers, directors, shareholders and Subsidiaries contained in the Registration Statement, the PNT Proxy Statement and the SUG Proxy Statement, and SUG agrees, as to information with respect to SUG, its officers, directors, shareholders and Subsidiaries contained in the Registration Statement, the PNT Proxy Statement and the SUG Proxy Statement, that such information, in the case of the PNT Proxy Statement at the time of the mailing of the PNT Proxy Statement and (as then amended or supplemented) at the time of the PNT Meeting, in the case of the SUG Proxy Statement, at the time of the mailing of the SUG Proxy Statement and (as then amended or supplemented) at the time of the SUG Meeting or in the case of the Registration Statement at the time of the mailing of the PNT Proxy Statement (as then amended or supplemented), at the time of the PNT Meeting and at the effective time of the Registration Statement, will not contain any untrue statement of material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation, warranty, covenant or agreement is made by or on behalf of PNT with respect to information supplied by any other party for inclusion in the PNT Proxy Statement, the SUG Proxy Statement or the Registration Statement. No representation, warranty, covenant or agreement is made by or on behalf of SUG with respect to information supplied by any other party for inclusion in the PNT Proxy Statement, the SUG Proxy Statement or the Registration Statement. No filing of, or amendment or supplement to, the PNT Proxy Statement, the SUG Proxy Statement or the Registration Statement shall be made by any party hereto without providing the other party with the opportunity to review and comment thereon (except for any ongoing SEC reporting required of SUG, PNT or PG Energy that will be incorporated by reference). If at any time prior to the Effective Time any information relating to any party hereto or any of their respective officers, directors, shareholders or Subsidiaries, should be discovered by any party hereto which should be set forth in an amendment or supplement to the PNT Proxy Statement, the SUG Proxy Statement or the Registration Statement so that the PNT Proxy Statement, the SUG Proxy Statement or the Registration Statement would not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly prepared, filed with the SEC and, to the extent required by law, disseminated to the shareholders of PNT and/or the shareholders of SUG, as may be necessary. (b) Further Assurances. Each of SUG, PNT and any Acquired Company agrees to take all such reasonable and lawful action as may be necessary or appropriate in order to effectuate the Merger in accordance with this Agreement as promptly as possible. If, at any time after the Effective Time, any such further action is necessary or desirable to carry out the purpose of this Agreement and to vest PNT or SUG with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Acquired Companies, PNT's shareholders and the officers and directors of the Acquired Companies immediately prior to the Effective Time are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action. ARTICLE VII CONDITIONS Section 7.1 Conditions to SUG's Obligation to Effect the Merger. The obligation of SUG to effect the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions: (a) Representations and Warranties True as of the Closing Date. PNT's representations and warranties in this Agreement shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement; provided that, any such representation or warranty that is qualified by any standard of materiality (including, but not limited to, PNT Material Adverse Effect) shall have then been, and shall then be, accurate in all respects. A-36 (b) Compliance with Agreements. The covenants, agreements and conditions required by this Agreement to be performed and complied with by any of the Acquired Companies shall have been performed and complied with in all material respects prior to or at the Closing Date. (c) Certificate. PNT shall execute and deliver to SUG a certificate of an authorized officer of PNT, dated the Closing Date, stating that the conditions specified in Sections 7.1(a) and 7.1(b) of this Agreement applicable to the Acquired Companies have been satisfied. (d) Governmental Approvals. All approvals, consents, opinions or rulings of all Governmental Bodies required in order to consummate the transactions contemplated hereby shall have been obtained by Final Order in such form as is, and with no conditions that are, individually or in the aggregate, reasonably likely to have a PNT Material Adverse Effect or a material adverse effect on the business, operations, properties, financial condition or results of operations of the Surviving Corporation. The applicable waiting period under the HSR Act with respect to the transactions contemplated hereby shall have expired or have been terminated. (e) Third Party Consents. Each of the consents required under Section 5.4 of this Agreement shall have been obtained to the reasonable satisfaction of SUG, other than any such consents which, if not obtained, are not, individually or in the aggregate, reasonably likely to result in a PNT Material Adverse Effect after the Closing. In addition, all consents and approvals required, under the terms of any note, bond or indenture listed on the schedule to be delivered pursuant to Section 5.4, to which any of the Acquired Companies is a party, shall have been obtained. (f) Injunctions. On the Closing Date, there shall be no Orders which operate to restrain, enjoin or otherwise prevent the consummation of this Agreement or the Mergers. (g) Resignations. Each director of each Acquired Company shall, if requested by SUG, resign any position as a director of an Acquired Company effective as of the Closing Date in accordance with such Subsidiary's Organizational Documents and applicable provisions of the PBCL; provided that, such resignations shall not cause the termination of any such Person's employment as an employee of an Acquired Company or reduce any such employee's then current level of compensation. (h) Opinion of Tax Counsel. On the Closing Date, SUG shall have received from Roberts and Holland, L.L.P., special tax counsel to SUG, an opinion to the effect that the Merger will constitute a "reorganization" within the meaning of IRC Section 368(a)(1)(A), that the Honesdale Merger and the PG Energy Merger will each constitute "reorganizations" within the meaning of IRC Section 368(a)(1)(A) or "liquidations" within the meaning of IRC Section 332, and that no gain or loss will be recognized by SUG or any of the Acquired Companies with respect to the Mergers. (i) Shareholder Approvals. The SUG Shareholders' Approval and the PNT Shareholders' Approval shall have been obtained, and all of the outstanding shares of the PG Preferred Stock shall have been redeemed in accordance with the Organizational Documents of PG Energy, purchased by PNT or repurchased by PG Energy. (j) Dissenter's Rights. Demand for payment of dissenters' rights by shareholders of PNT with respect to the Merger shall not equal or exceed seven percent of the outstanding shares of PNT Common Stock entitled to vote thereon. (k) Rule 145 Letters. Each Rule 145 Affiliate shall have executed and delivered to SUG a Rule 145 Letter, in form and substance reasonably satisfactory to SUG and its counsel. (l) Registration Statement. The Registration Statement shall have become effective, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. A-37 (m) Listing of SUG Common Stock. The shares of SUG Common Stock constituting the Stock Consideration and any other shares of SUG Common Stock required to be issued or reserved hereunder to consummate the transactions contemplated by this Agreement shall have been authorized for listing, upon official notice of issuance, on the NYSE. Section 7.2 Conditions to PNT's Obligations to Effect the Mergers. The obligation of PNT to effect the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions: (a) Representations and Warranties True as of the Closing Date. SUG's representations and warranties in this Agreement shall have been accurate in all material respects as of the date of this Agreement and shall be accurate in all material respects as of the Closing Date as if made on the Closing Date, subject to changes expressly contemplated and permitted by this Agreement; provided that, any such representation or warranty that is qualified by any standard of materiality (including, but not limited to, SUG Material Adverse Effect) shall have then been, and shall then be, accurate in all respects. (b) Compliance with Agreements. The covenants, agreements and conditions required by this Agreement to be performed and complied with by SUG shall have been performed and complied with in all material respects prior to or at the Closing Date. (c) Certificate. SUG shall execute and deliver to PNT a certificate of an authorized officer of SUG, dated the Closing Date, stating that the conditions specified in Sections 7.2(a) and 7.2(b) of this Agreement applicable to SUG have been satisfied. (d) Governmental Approvals. All approvals, consents, opinions or rulings of all Governmental Bodies required in order to consummate the transactions contemplated hereby shall have been obtained by Final Order in such form as is, and with no conditions that are, individually or in the aggregate, reasonably likely to have a material adverse effect on the business, operations, properties, financial condition or results of operations of the Surviving Corporation. The applicable waiting period under the HSR Act with respect to the transactions contemplated hereby shall have expired or have been terminated. (e) Injunctions. On the Closing Date, there shall be no Orders which operate to restrain, enjoin or otherwise prevent the consummation of this Agreement or the Mergers. (f) Opinion of Counsel. On the Closing Date, PNT shall have received from Hughes Hubbard & Reed LLP, counsel to PNT, an opinion to the effect that the Merger will be treated for federal income tax purposes as a "reorganization" within the meaning of IRC Section 368(a), and that no gain or loss will be recognized for federal income tax purposes by the shareholders of PNT upon their receipt of the Merger Consideration, except that any realized gain will be recognized to the extent of the amount of cash received. (g) Shareholder Approvals. The SUG Shareholders' Approval and the PNT Shareholders' Approval shall have been obtained. (h) Registration Statement. The Registration Statement shall have become effective, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC. (i) Listing of SUG Common Stock. The shares of SUG Common Stock constituting the Stock Consideration and any other shares of SUG Common Stock required to be issued or reserved hereunder to consummate the transactions contemplated by this Agreement shall have been authorized for listing, upon official notice of issuance, on the NYSE. A-38 ARTICLE VIII TERMINATION Section 8.1 Termination Rights. This Agreement may be terminated in its entirety at any time prior to the Closing: (a) By the mutual written consent of SUG and PNT; (b) By PNT, on the one hand, or SUG, on the other hand, in writing if there shall be in effect a non-appealable order of a court of competent jurisdiction prohibiting the consummation of the Mergers in accordance with this Agreement; (c) By PNT if there is a breach of any representation, warranty, covenant or agreement of SUG, which breach cannot be cured and would cause the conditions set forth in Section 7.2(a) to be incapable of being satisfied; (d) By SUG if there is a breach of any representation, warranty, covenant or agreement of PNT, which breach cannot be cured and would cause the conditions set forth in Section 7.1(a) to be incapable of being satisfied; (e) By PNT, by written notice to SUG in accordance with Section 6.1(h)(2); provided, however, that the termination described in this clause (e) shall not be effective unless and until PNT shall have paid SUG the fee described in Section 8.3(a) and PNT has substantially contemporaneously entered into a definitive agreement with respect to a Business Combination Proposal; (f) By PNT, in writing if the PNT Shareholders' Approval is not obtained at the PNT Meeting or the SUG Shareholders' Approval is not obtained at the SUG Meeting or by SUG in writing if the PNT Shareholders' Approval is not obtained at the PNT Meeting provided that there has not been a material misrepresentation or a material breach of covenant, warranty or agreement contained herein on the part of the party asserting its right to terminate pursuant to this Section 8.1(f); (g) By PNT, if the Average Trading Price of the SUG Common Stock as of the Closing is lower than $17.30000; (h) By SUG, by written notice to PNT, if the Board of Directors of PNT or any committee thereof (i) withdraws or modifies, or proposes publicly to withdraw or modify, in a manner adverse to SUG, the approval or recommendation by the Board of Directors or such committee of the Merger or this Agreement, (ii) approves or recommends, or proposes publicly to approve or recommend, a Business Combination, (iii) causes PNT to enter into a definitive agreement related to any Business Combination, (iv) resolves to take any of the actions specified in clause (i), (ii) and (iii) above or (v) fails by the Effective Time to cause PG Energy to redeem or repurchase all of the outstanding shares of PG Preferred Stock; (i) By SUG, by written notice to PNT, if a third party, including a group (as defined under the Exchange Act) acquires securities representing greater than 50% of the voting power of the outstanding voting securities of PNT; or (j) By either party in writing at any time after 5:00 p.m., Eastern Time on June 7, 2000, (the "Initial Termination Date") if the Closing has not occurred prior thereto; provided, however, that the right to terminate this Agreement under this Section 8.1(j) will not be available to any party that is in material breach of its representations, warranties, covenants or agreements contained herein; and provided, further, that if on the Initial Termination Date (i) the conditions to closing set forth in Sections 7.1(d) and 7.2(d) shall not have been fulfilled or (ii) any approval or authorization of any Governmental Body required in connection with the consummation of the Mergers shall have not been obtained and such approval or authorizations shall not have become a Final Order, but all other conditions to Closing shall be fulfilled or shall be capable of being fulfilled, then the Initial Termination Date will be extended to December 7, 2000. A-39 Section 8.2 Effect of Termination. If this Agreement is terminated pursuant to Section 8.1, this Agreement shall be of no further force and effect and there shall be no further liability hereunder on the part of any party or its affiliates, directors, officers, shareholders, agents or other representatives; provided, however, that no such termination shall relieve any party of liability for any claims, damages or losses suffered by the other party as a result of the negligent or willful failure of a party to perform any obligations required to be performed by it hereunder on or prior to the date of termination. Notwithstanding anything to the contrary contained herein, the provisions of Section 8.2, Sections 10.1 through 10.6 and Sections 10.8 through 10.11 of this Agreement shall survive any termination of this Agreement. Notwithstanding anything to the contrary contained herein, but subject to Section 7.1(i), Section 8.1(h) and Section 8.2, the failure by PG Energy to obtain the approval of the transactions contemplated by this Agreement by the holders of either series of PG Preferred Stock in the event such approval may be determined to be required shall not constitute a breach by PNT of any of its representations, warranties or covenants contained herein. Section 8.3 Termination Fee; Expenses. (a) Termination Fee. If this Agreement is terminated pursuant to Section 8.1(e), 8.1(h) or 8.1(i), then PNT shall pay to SUG promptly (but not later than five business days after notice is received from PNT) an amount equal to $10 million in cash. (b) Expenses. The parties agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement and constitute liquidated damages and not a penalty. Notwithstanding anything to the contrary contained in this Section 8.3, if PNT fails to pay promptly to SUG the fee due under Section 8.3(a), in addition to any amounts paid or payable pursuant to Section 8.3(a), PNT shall pay the costs and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee calculated using an annual percentage rate of interest equal to the prime rate published in the Wall Street Journal on the date (or preceding business day if such date is not a business day) such fee was required to be paid, compounded on a daily basis using a 360-day year. ARTICLE IX INDEMNIFICATION; REMEDIES Section 9.1 Directors' and Officer's Indemnification. (a) Indemnification and Insurance. For a period of six years after the Effective Time, the Surviving Corporation will indemnify and hold harmless the present and former officers and directors of PNT and its Subsidiaries (the "Indemnified Parties") in respect of acts or omissions occurring prior to the Effective Time to the extent provided under PNT's certificate of incorporation and bylaws in effect on the date hereof; provided, however, that if any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of such claims shall continue until the final disposition of any and all such claims. For six years after the Effective Time, the Surviving Corporation will use its reasonable best efforts to provide officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such person currently covered by PNT's officers' and directors' liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided that in satisfying its obligation under this Section, if the annual premiums of such insurance coverage exceed 200% of the previous year's premiums, the Surviving Corporation will be obligated to obtain a policy with the best coverage available, in the reasonable judgment of the Board of Directors of the Surviving Corporation for a cost not exceeding such amount. (b) Successors. In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such A-40 consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case, proper provisions must be made so that the successors and assigns of the Surviving Corporation will assume the obligations set forth in this Section 9.1. (c) Survival of Indemnification. To the fullest extent permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors and officers of any Acquired Company with respect to their activities as such prior to the Effective Time, as provided in their respective Organizational Documents in effect on the date hereof, or otherwise in effect on the date hereof, will survive the Mergers and will continue in full force and effect except for amendments to make changes permitted by law that would enhance the rights of past or present officers and directors to indemnification or advancement of expenses in respect of acts or omissions occurring prior to the Effective Time. for a period of not less than six years from the Effective Time (or, in the case of matters occurring prior to the Effective Time which have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved). Section 9.2 Representations and Warranties. Each and every representation and warranty of either party shall expire at, and be terminated and extinguished with, the Effective Time. ARTICLE X GENERAL PROVISIONS Section 10.1 Expenses. Each of the parties will pay all costs and expenses of its performance of and compliance with this Agreement, except (i) as provided in Section 8.3 and as expressly provided otherwise herein, (ii) PNT shall pay all fees and expenses of counsel for PNT, (iii) SUG will pay all real estate transfer taxes and real estate recording fees, if any, including expenses of counsel associated with real estate title, transfer and recording issues in connection with the Mergers, and all filing and application fees paid to Governmental Bodies in connection with the Mergers and (iv) SUG and PNT will each pay half of the combined costs of printing and mailing to the PNT stockholders the prospectus that is a part of the Registration Statement and the Proxy Statement. Section 10.2 Notices. All notices, requests and other communications hereunder shall be in writing and shall be deemed to have been given upon receipt if either (a) personally delivered, (b) sent by prepaid first class mail, and registered or certified and a return receipt requested or (c) by facsimile telecopier with completed transmission acknowledged: if to SUG, to: Southern Union Company 504 Lavaca Street, Suite 800 Austin, Texas 78701 Attention: Peter H. Kelley President and Chief Operating Officer Telecopier: (512) 477-3879 with a copy to: Fleischman and Walsh, L.L.P. Suite 600 1400 Sixteenth Street, N.W. Washington, D.C. 20036 Attention: Stephen A. Bouchard, Esq. Telecopier: (202) 265-5706 A-41 if to PNT, to: Pennsylvania Enterprises, Inc. One PEI Center Wilkes-Barre, Pennsylvania 18711-0601 Attention: Thomas F. Karam President and Chief Executive Officer Telecopier: (570) 829-8900 with a copy to: Hughes Hubbard & Reed LLP One Battery Park Plaza New York, New York 10004-1482 Attention: Garett J. Albert, Esq. Telecopier: (212) 422-4726 or at such other address or number as shall be given in writing by a party to the other parties. Section 10.3 Assignment. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties hereto. Section 10.4 Successor Bound. Subject to the provisions of Section 10.3, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Section 10.5 Governing Law; Forum; Consent to Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of New York except to the extent that the terms and consummation of the Mergers are subject to the DGCL or the PBCL. Each party to this Agreement hereby irrevocably and unconditionally (i) consents to submit to the exclusive jurisdiction of the federal courts of the Southern District of New York in the county of New York and the borough of Manhattan for any proceeding arising in connection with this Agreement (and each such party agrees not to commence any such proceeding, except in such courts), (ii) to the extent such party is not a resident of the State of New York, agrees to appoint an agent in the State of New York as such party's agent for acceptance of legal process in any such proceeding against such party with the same legal force and validity as if served upon such party personally within the State of New York, and to notify promptly each other party hereto of the name and address of such agent, (iii) waives any objection to the laying of venue of any such proceeding in the federal courts of the Southern District of New York in the county of New York and the borough of Manhattan, and (iv) waives, and agrees not to plead or to make, any claim that any such proceeding brought in any federal court of the Southern District of New York has been brought in an improper or otherwise inconvenient forum. Section 10.6 Waiver of Trial By Jury. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH ANY SUCH PARTY MAY BE PARTIES ARISING OUT OF OR IN ANY WAY PERTAINING TO (i) THIS AGREEMENT, (ii) THE MERGERS, (iii) THE CONFIDENTIALITY AGREEMENT OR (iv) ANY RELATED DOCUMENTS. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY EACH PARTY HERETO, AND EACH SUCH PARTY HEREBY REPRESENTS AND WARRANTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON TO INDUCE THIS WAIVER OR TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. EACH PARTY TO THIS AGREEMENT FURTHER REPRESENTS AND WARRANTS THAT EACH SUCH PARTY HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF EACH SUCH PARTY'S OWN FREE WILL, AND THAT EACH SUCH PARTY HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. A-42 Section 10.7 Cooperation; Further Documents. (a) Each of the parties hereto agrees to use its reasonable best efforts to take or cause to be taken all action, and to do or cause to be done all things necessary, proper or advisable under applicable laws, regulations or otherwise, to consummate and to make effective the transactions contemplated by this Agreement, including, without limitation, the timely performance of all actions and things contemplated by this Agreement to be taken or done by each of the parties hereto. (b) Each party shall cooperate with the other party in such other party's discharge of the obligations hereunder, which shall include making reasonably available to the other party such of its personnel as have relevant information, with respect thereto. Section 10.8 Construction of Agreement. The terms and provisions of this Agreement represent the results of negotiations between PNT and SUG, each of which has been represented by counsel of its own choosing, and neither of which has acted under duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms and provisions of this Agreement shall be interpreted and construed in accordance with their usual and customary meanings, and PNT and SUG hereby waive the application in connection with the interpretation and construction of this Agreement of any rule of law to the effect that ambiguous or conflicting terms or provisions contained in this Agreement shall be interpreted or construed against the party whose attorney prepared the executed draft or any earlier draft of this Agreement. Section 10.9 Publicity; Organizational and Operational Announcements. No party hereto shall issue, make or cause the publication of any press release or other announcement with respect to this Agreement or the transactions contemplated hereby, or otherwise make any disclosures relating thereto, without the consent of the other party, such consent not to be unreasonably withheld or delayed; provided, however, that such consent shall not be required where such release or announcement is required by applicable law or the rules or regulations of a securities exchange, in which event the party so required to issue such release or announcement shall endeavor, wherever possible, to furnish an advance copy of the proposed release to the other party. Section 10.10 Waiver. Except as otherwise expressly provided in this Agreement, neither the failure nor any delay on the part of any party to exercise any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise or waiver of any such right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right, power or privilege available to each party at law or in equity. Section 10.11 Parties in Interest. This Agreement (including the documents and instruments referred to herein) is not intended to confer upon any Person, other than the parties hereto and their successors and permitted assigns, any rights or remedies hereunder, except that the parties hereto agree and acknowledge that the agreements and covenants contained in Section 6.2(g) are intended for the direct and irrevocable benefit of each director of PNT selected by SUG prior to the Closing Date pursuant thereto, and that the agreements and covenants contained in Section 9.1 are intended for the direct and irrevocable benefit of the Indemnified Parties described therein and their respective heirs or legal representatives (each such director or Indemnified Party, a "Third Party Beneficiary"), and that each such Third Party Beneficiary, although not a party to this Agreement, shall be and is a direct and irrevocable third party beneficiary of such agreements and covenants and shall have the right to enforce such agreements and covenants against the Surviving Corporation in all respects fully and to the same extent as if such Third Party Beneficiary were a party hereto. Section 10.12 Specific Performance. The parties hereto agree that irreparable damage would occur to a party in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that any party shall be entitled to an injunction or injunctions to prevent breaches of this agreement by any other party and to enforce specifically, to the fullest extent available, the terms and provisions hereof, including each party's obligation to close, in any court of the United States or any state having jurisdiction, this being in addition to any other right or remedy to which any party is entitled at law or in equity. A-43 Section 10.13 Section and Paragraph Headings. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section 10.14 Amendment. This Agreement may be amended only by an instrument in writing executed by the parties hereto. Section 10.15 Entire Agreement. This Agreement, the exhibits, annexes and schedules hereto and the documents specifically referred to herein and the Confidentiality Agreement constitute the entire agreement, understanding, representations and warranties of the parties hereto. Section 10.16 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [SIGNATURES APPEAR ON FOLLOWING PAGE] A-44 IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above. SOUTHERN UNION COMPANY /s/ Peter H. Kelley By: _________________________________ Name: Peter H. Kelley Title:President and Chief Operating Officer PENNSYLVANIA ENTERPRISES, INC. /s/ Thomas F. Karam By: _________________________________ Name: Thomas F. Karam Title:President and Chief Executive Officer A-45 APPENDIX B [Letterhead of Legg Mason Wood Walker, Incorporated] June 7, 1999 The Board of Directors Pennsylvania Enterprises, Inc. One PEI Center Wilkes-Barre, Pennsylvania 18711-0601 Attention: Thomas F. Karam Members of the Board of Directors: We are advised that Pennsylvania Enterprises, Inc. (collectively, "Pennsylvania Enterprises" or the "Company") has entered into an Agreement of Merger (the "Agreement") with Southern Union Company ("Southern Union"), pursuant to which Pennsylvania Enterprises will merge into Southern Union and each outstanding share of Pennsylvania Enterprises common stock will be converted into the right to receive $32.00 in value of common stock of Southern Union and $3.00 in cash on terms and conditions as more fully set forth in the Agreement (the transaction is referred to herein as the "Transaction"). You have requested our opinion, as investment bankers, as to the fairness to the shareholders of the Company, from a financial point of view, of the consideration to be received by the shareholders of the Company in the Transaction. For purposes of rendering this opinion, we have, among other things: (i) reviewed the form of the definitive Agreement and certain related documents; (ii) reviewed the audited consolidated financial statements of Pennsylvania Enterprises for the twelve month periods ended December 31, 1998, 1997, 1996 and 1995; (iii) reviewed the unaudited financial statements of Pennsylvania Enterprises for the three month period ended March 31, 1999; (iv) reviewed the audited consolidated financial statements of Southern Union for the twelve month periods ended June 30, 1998, 1997, 1996 and 1995; (v) reviewed the unaudited financial statements of Southern Union for the nine month period ended March 31, 1999; (vi) reviewed certain publicly available information concerning Pennsylvania Enterprises and Southern Union; (vii) reviewed forecast financial statements of Pennsylvania Enterprises and Southern Union furnished to us by the senior management of Pennsylvania Enterprises and Southern Union; (viii) reviewed and analyzed certain publicly available financial and stock market data with respect to operating statistics relating to selected public companies that we deemed relevant to our inquiry; (ix) reviewed the reported prices and trading activity of the publicly- traded securities of Pennsylvania Enterprises and Southern Union; (x) analyzed certain publicly available information concerning the terms of selected merger and acquisition transactions that we considered relevant to our inquiry; (xi) held meetings and discussions with certain officers and employees of Pennsylvania Enterprises and Southern Union concerning the operations, financial condition and future prospects of Pennsylvania Enterprises and Southern Union; and (xii) conducted such other financial studies, analyses and investigations and considered such other information as we deemed necessary or appropriate for purposes of our opinion. B-1 In connection with our review, we have assumed and relied upon the accuracy and completeness of all financial and other information supplied to us by Southern Union and Pennsylvania Enterprises or publicly available, as we have not independently verified such information. We have further relied upon the assurances of management of Southern Union and Pennsylvania Enterprises as they are unaware of any facts that would make such information incomplete or misleading. We also have relied upon the managements of Southern Union and Pennsylvania Enterprises, as to the reasonableness and achievability of the financial projections (and the assumptions and bases therein) provided to us or prepared for Pennsylvania Enterprises and Southern Union, and we have assumed that such projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management as to the future operating performance of Pennsylvania Enterprises and Southern Union, including without limitation the tax benefits, cost savings and operating synergy to be enjoyed by Southern Union after the Transaction. Neither Southern Union nor Pennsylvania Enterprises publicly discloses internal management projections of the type provided to Legg Mason in connection with Legg Mason's review of the Transaction. Such projections were not prepared with the expectation of public disclosure. The projections were based on numerous variables and assumptions that are inherently uncertain, including without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such projections. We have not been requested to make, and have not made, an independent appraisal or evaluation of the assets, properties or liabilities of Pennsylvania Enterprises and we have not been furnished with any such appraisal or evaluation. We have not reviewed any of the books and records of Pennsylvania Enterprises or assumed any responsibility for conducting a physical inspection of the properties or facilities of Pennsylvania Enterprises. Further, this opinion is based upon prevailing market conditions and other circumstances and conditions existing on the date hereof. We have assumed that the Transaction will be consummated on the terms and conditions described in the form of the Agreement reviewed by us. It is understood that subsequent developments may affect the conclusions reached in this opinion and that we do not have any obligation to update, revise or reaffirm this opinion. It is understood that this letter is directed to the Company's Board of Directors. The opinion expressed herein is provided for the use of the Company's Board of Directors in its evaluation of the proposed Transaction and does not constitute a recommendation to any shareholder of the Company either of the Transaction or as to how such shareholder should vote on or otherwise respond to the Transaction. In addition, this letter does not constitute a recommendation of the Transaction over any other alternative transaction which may be available to the Company and does not address the underlying business decision of the Board of Directors of the Company to proceed with or effect the Transaction. This letter is not to be quoted or referred to, in whole or in part, in any registration statement, prospectus or proxy statement, or in any other document used in connection with the offering or sale of securities, nor shall this letter be used for any other purposes, without the prior written consent of Legg Mason Wood Walker, Incorporated; provided that this Opinion may be included in its entirety in any filing made by the Company with the Securities and Exchange Commission with respect to the Transaction. In the past, Legg Mason has provided investment banking services to Pennsylvania Enterprises and received a fee for its services. In addition, Legg Mason will receive a separate fee for providing this Opinion to the Board of Directors of Pennsylvania Enterprises. Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof, the consideration to be received by the shareholders of Pennsylvania Enterprises in the Transaction is fair to such shareholders from a financial point of view. Very truly yours, Legg Mason Wood Walker, Incorporated By: /s/ Alexsander M. Stewart __________________________________ Alexsander M. Stewart Managing Director B-2 APPENDIX C [Letterhead of Donaldson, Lufkin & Jenrette Securities Corporation] As of June 6, 1999 Board of Directors Southern Union Company 504 Lavaca Street--Eighth Floor Austin, Texas 78701 Dear Sirs: You have requested our opinion as to the fairness from a financial point of view to Southern Union Company ("SUG" or the "Company") of the consideration to be paid by the Company to the stockholders of Pennsylvania Enterprises, Inc. ("PNT") pursuant to the terms of the Agreement of Merger, to be dated as of June 7, 1999 (the "Agreement"), by and between the Company and PNT and pursuant to which PNT will be merged (the "Merger") with and into SUG. Pursuant to the Agreement, at the effective time of the Merger, each issued and outstanding share of PNT common stock (other than shares with respect to which dissenter rights have been perfected under applicable law), together with the associated stock purchase rights, will be converted into the right to receive (i) that number of whole shares of SUG common stock equal to $32.00 divided by the Conversion Price (as defined in the Agreement) (the "Exchange Ratio"), subject to a collar (the "Collar") which provides that the Conversion Price shall not be more than $22.71 nor less than $19.46 (such amounts representing 105% and 90%, respectively, of the closing price of SUG common stock on June 4, 1999), with a cash payment to be made by SUG in lieu of any fractional shares, and (ii) an amount in cash (the "Cash Consideration"), without interest, equal to the sum of $3.00 plus, if the Conversion Price (notwithstanding the operation of the Collar) is less than $19.46, the product of (x) the amount, not to exceed $2.16, by which $19.46 exceeds the Conversion Price and (y) the Exchange Ratio (the maximum cash amount potentially payable pursuant to this clause (ii) being $6.55 per share of PNT common stock). The Exchange Ratio, as bound by the Collar, and the Cash Consideration are collectively referred to herein as the Merger Consideration. In arriving at our opinion, we have reviewed the draft dated June 6, 1999 of the Agreement. We also have reviewed financial and other information that was publicly available or furnished to us by the Company including information provided during discussions with Company management. Included in the information provided during discussions with management were certain financial projections of PNT for the period beginning January 1, 1999 and ending December 31, 1999 prepared by the management of PNT and certain financial projections of PNT and the Company for the period beginning January 1, 1999 and ending December 31, 2003 prepared by the management of the Company. In addition, we have compared certain financial and securities data of the Company and PNT with various other companies whose securities are traded in public markets, reviewed the historical stock prices and trading volumes of the common stock of PNT and the Company, reviewed prices and premiums paid in certain other business combinations and conducted such other financial studies, analyses and investigations as we deemed appropriate for purposes of this opinion. In rendering our opinion, we have relied upon and assumed the accuracy and completeness of all of the financial and other information that was available to us from public sources, that was provided to us by the Company and PNT or their respective representatives, or that was otherwise reviewed by us and have assumed that the Company is not aware of any information prepared by it or its other advisors that might be material to our opinion that has not been made available to us. In particular, we have relied upon the estimates of the management of the Company of the operating synergies achievable as a result of the Merger. With respect to the financial projections supplied to us, we have relied on representations that they have been reasonably prepared on the basis reflecting the best currently available estimates and judgments of the management of PNT C-1 as to the future operating and financial performance of PNT and the best currently available estimates and judgments of the management of the Company as to the future operating and financial performance of the Company and PNT. We have not assumed any responsibility for making any independent evaluation of any assets or liabilities or for making any independent verification of any of the information reviewed by us. We have relied as to certain legal matters on advice of counsel to the Company. Our opinion is necessarily based on economic, market, financial and other conditions as they exist on, and on the information made available to us as of, the date of this letter. It should be understood that, although subsequent developments may affect this opinion, we do not have any obligations to update, revise or reaffirm this opinion. We are expressing no opinion herein as to the prices at which the Company's common stock will actually trade at any time. Our opinion does not address the relative merits of the Merger and the other business strategies being considered by the Company's Board of Directors, nor does it address the Board's decision to proceed with the Merger. Our opinion does not constitute a recommendation to any stockholder as to how such stockholder should vote on the proposed transaction. Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), as part of its investment banking services, is regularly engaged in the valuation of businesses and securities in connection with mergers, acquisitions, underwritings, sales and distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. DLJ is currently engaged by SUG to act as its exclusive financial advisor in connection with another potential acquisition. DLJ expects to receive usual and customary investment banking fees in connection with this assignment. Based upon the foregoing and such other factors as we deem relevant, we are of the opinion that the Merger Consideration to be paid by the Company pursuant to the Agreement is fair to the Company from a financial point of view. Very truly yours, Donaldson, Lufkin & Jenrette Securities Corporation By: /s/ John A. Cavalier ________________________________________ John A. Cavalier Managing Director C-2 APPENDIX D AGREEMENT AND IRREVOCABLE PROXY AGREEMENT AND IRREVOCABLE PROXY, dated as of June 7, 1999, by and between PENNSYLVANIA ENTERPRISES, INC., a Pennsylvania corporation ("PNT") and George L. Lindemann, Dr. F.B. Lindemann, Adam M. Lindemann, George Lindemann, Jr. and Sloan N. Lindemann (each a "Shareholder" and collectively the "Shareholders"). RECITALS: WHEREAS, the Shareholders currently beneficially own (as such term is used under the Securities Exchange Act of 1934, as amended, and the rules and regulations issued thereunder) the shares of common stock, par value $1 per share ("Shares"), of Southern Union Company, a Delaware corporation ("SUG") shown on Schedule A. WHEREAS, as a condition of entering into the Agreement of Merger, made as of the 7th day of June, 1999, by and between SUG and PNT (the "Merger Agreement"), PNT has requested that the Shareholders agree, and the Shareholders have agreed to give PNT an irrevocable proxy, coupled with an interest, to vote the Shares held by the Shareholders, as more fully set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereby agree as follows: 1. Grant of Irrevocable Proxy. Each Shareholder hereby grants to PNT an irrevocable proxy, which proxy is coupled with an interest because of the consideration recited herein, to exercise, at any time and from time to time, all rights and powers of the Shareholder with respect to the Shares shown opposite the Shareholder's name on Schedule A to vote, give approvals, and receive and waive notices of meetings for the purpose of securing the approval and adoption by the shareholders of SUG of the Merger Agreement and the consummation of the transactions contemplated thereby and to prevent any action that would prevent or hinder in any material respect such approval or consummation. By giving this proxy each Shareholder hereby revokes any other proxy granted by the Shareholder to vote any of the Shares in a manner inconsistent with the foregoing grant. The power and authority hereby conferred shall not be terminated by any act of the Shareholder or by operation of law, by the dissolution of, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all its successors and assigns. If after the execution of this Agreement the Shareholder shall dissolve, cease to have appropriate power or authority, or if any other such event or events shall occur, PNT is nevertheless authorized and directed to vote the Shares in accordance with the terms of this Agreement as if such dissolution, lack of appropriate power or authority or other event or events had not occurred and regardless of notice thereof. 2. Representations and Warranties of the Shareholders. Each Shareholder as to such Shareholder hereby represents and warrants to, and covenants with, PNT as follows, assuming with respect to the representations and warranties contained in the first clause of subsection (b) and in all of subsection (d) that this Agreement and the proxy granted hereby is valid under the law of Delaware: (a) The Shareholder beneficially owns with power to vote the number of Shares shown opposite the Shareholder's name on Schedule A free and clear of any and all claims, liens, charges, encumbrances, covenants, conditions, restrictions, voting trust arrangements, options and adverse claims or rights whatsoever, except as granted hereby or as would have no adverse effect on this Agreement and/or the proxy granted hereby. The Shareholder does not own of record or beneficially any shares of capital stock of SUG or other securities representing or convertible into shares of capital stock of SUG except as set forth in the preceding sentence, Shares purchased after the date hereof which shall become subject to this Agreement and the proxy granted hereby, and Shares which any of them may have the right to purchase upon exercise of options or warrants; D-1 (b) The Shareholder has the full right, power and authority to enter into this Agreement and to grant an irrevocable proxy to PNT with respect to the Shares; there are no options, warrants, calls, commitments or agreements of any nature whatsoever pursuant to which any person will have the right to purchase or otherwise acquire the Shares owned by the Shareholder except as would, if exercised, require such purchaser or acquiror to abide by this Agreement and the proxy granted hereby with respect thereto; except as provided in this Agreement, the Shareholder has not granted or agreed to grant any proxy or entered into any voting trust, vote pooling or other agreement with respect to the right to vote or give consents or approval of any kind as to the Shares which proxy, trust, pooling or other agreement remains in effect as of the date hereof and is in conflict with this Agreement or the proxy granted hereby; (c) The Shareholder is not a party to, subject to or bound by any agreement or judgment, order, writ, prohibition, injunction or decree of any court or other governmental body that would prevent the execution, delivery or performance of this Agreement by the Shareholder or the exercise of proxy rights by PNT with respect to the Shares; (d) This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms, subject only to (i) the effect of bankruptcy, insolvency, reorganization or moratorium laws or other laws generally affecting the enforceability of creditors' rights and (ii) general equitable principles which may limit the right to obtain specific performance or other equitable remedies; and (e) the Shareholder will take all action necessary in order that its representations and warranties set forth in this Agreement shall remain true and correct. 3. Shareholders' Covenants. Each Shareholder shall not enter into any voting trust agreement, give any proxy or other right to vote the Shares or take any action that would limit the rights of any holder of the Shares to exercise fully the right to vote such Shares that would be in conflict with this Agreement or the proxy granted hereby. 4. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 5. Assignment. This Agreement shall not be assigned or delegated by any party hereto, except that PNT may transfer its rights hereunder to any wholly- owned subsidiary of PNT, and except that any assignment of any of the Shares by any Shareholder shall require that such Shares remain subject to this Agreement and the proxy granted hereby. This Agreement shall be binding upon and inure to the benefit of the Shareholders and their successors and shall be binding upon and inure to the benefit of PNT and its successors and any permitted assigns. 6. Specific Performance. The parties hereto acknowledge that damages would be an inadequate remedy for a breach of this Agreement and that the obligations of the parties hereto shall be specifically enforceable. In addition to any other legal or equitable remedies to which PNT would be entitled, in the event of a breach or a threatened breach of this Agreement by any Shareholder, PNT shall have the right to obtain equitable relief, including (but not limited to) an injunction or order of specific performance of the terms hereof from a court of competent jurisdiction. 7. Amendments. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. D-2 8. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by cable, telegram or telex, or mailed by a party hereto by registered or certified mail (return receipt requested) or by a nationally recognized overnight mail deliver service, to the other party at the following addresses (or such other address for a party as shall be specified by like notice): if to PNT: Pennsylvania Enterprises, Inc. One PEI Center Wilkes-Barre, Pennsylvania 18711-0801 Attn: Thomas F. Karam, President and Chief Executive Officer Fax Number: (570) 829-8900 with a copy to: Hughes Hubbard & Reed LLP One Battery Park Plaza New York, New York 10004 Attn: Garett J. Albert, Esq. Fax Number: (212) 422-4726 if to any Shareholder, to such Shareholder: c/o Southern Union Company 767 Fifth Avenue 50th Floor New York, New York 10153 Fax Number: (212) 754-5789 with a copy to: Fleischman and Walsh, L.L.P. Suite 600 1400 Sixteenth Street, N.W. Washington, D.C. 20036 Attn: Stephen A. Bouchard, Esq. Fax Number: (202) 265-5706 Any party may change its address for notice by notice so given. 9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflict of laws thereof. 10. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. 11. Term. This Agreement shall terminate, and the proxy granted herein shall cease to be irrevocable, upon the consummation of the Merger in accordance with and as defined in the Merger Agreement or such other expiration or termination of the Merger Agreement in accordance with its terms, and thereafter this Agreement shall be of no further force or effect and there shall be no liability on the part of any party with respect thereto except nothing herein will relieve any party from liability for any prior breach hereof. D-3 IN WITNESS WHEREOF, PNT has caused this Agreement to be duly executed, and each Shareholder has duly executed this Agreement, on the day and year first above written. PENNSYLVANIA ENTERPRISES, INC. By: /s/ Thomas F. Karam __________________________________ Name:Thomas F. Karam Title: President and Chief Executive Officer /s/ George L. Lindemann _____________________________________ George L. Lindemann /s/ Dr. F.B. Lindemann _____________________________________ Dr. F.B. Lindemann /s/ Adam M. Lindemann _____________________________________ Adam M. Lindemann /s/ George Lindemann, Jr. _____________________________________ George Lindemann, Jr. /s/ Sloan N. Lindemann _____________________________________ Sloan N. Lindemann D-4 COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF LUZERNE ) On this 10th day of June, 1999, before me personally came Thomas F. Karam, to me known, who being by me duly sworn, did depose and say that he is President and Chief Executive Officer of Pennsylvania Enterprises, Inc., the corporation that executed the foregoing instrument; and that he signed his name thereto by the authority of the Board of Directors of said corporation. /s/ JoAnne McHale _____________________________________ Notary Public in and for said Commonwealth D-5 SCHEDULE A
Shareholder Number of Shares - ----------- ---------------- George L. Lindemann 1,828,662* Dr. F.B. Lindemann 2,204,086 Adam M. Lindemann 2,486,890* George Lindemann, Jr. 2,493,752 Sloan N. Lindemann 2,493,747
- -------- * Excludes Shares held, or subject to purchase, pursuant to any Southern Union Company employee benefit or stock option plan (in the case of George L. Lindemann) or directors' plan (in the case of Adam M. Lindemann); provided that, to the extent permitted by such plan with respect to Shares held or purchased, any such additional Shares shall be subject to this Agreement. D-6 4160-PS-99 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SOUTHERN UNION COMPANY FOR THE OCTOBER 19, 1999 ANNUAL MEETING OF STOCKHOLDERS The undersigned hereby appoints John E. Brennan and Frank W. Denius, or either of them, with power of substitution in each, proxies for the undersigned, to represent the undersigned and to vote all the Common Stock of the Company which the undersigned would be entitled to vote, as fully as the undersigned could vote and act if personally present, at the Annual Meeting of Stockholders to be held on October 19, 1999 at 2:00 p.m. Eastern Time, at the Plaza Hotel, Fifth Avenue at Central Park South, New York, New York or at any adjournment or postponement thereof. The Proxies are authorized to vote in their discretion upon all matters properly brought before the meeting, including any matter of which Management was not aware a reasonable time before the solicitation of this proxy. The Board of Directors recommends a vote "FOR" each proposal. CONTINUED AND TO BE SIGNED ON REVERSE SIDE [SEE REVERSE] [SEE REVERSE] SIDE SIDE - ------------------------------------------------------------------------------- /\ DETACH HERE/\ [X] Please mark your votes as in this example. - --------------------------------------------------------------------------- 1. Election of the following nominees as Class III Directors Nominees: George L. Lindemann, Peter H. Kelley, and Dan K. Wassong FOR WITHHOLD MARK HERE FOR [ ] [ ] [ ] ADDRESS CHANGE AND NOTE BELOW [ ]------------------------------------------------------------------------ Withheld for the following only (write the name of the nominee(s) on the space above) Date: - --------------------------------------- ----------- SIGNATURE Please return your signed proxy at once in the enclosed envelope which requires no postage if mailed in the United States, even though you expect to attend the meeting in person. Please date and sign above. If joint account, each owner should sign. When signing in a representative capacity, please give title. Please sign here exactly as name appears to the left. FOR AGAINST ABSTAIN 2. Proposal to approve (a) the Agreement of Merger [ ] [ ] [ ] between the Company and Pennsylvania Enterprises, Inc. (PEI) dated as of June 7, 1999 whereby PEI will merge with and into the Company with the Company being the surviving corporation and (b) the issuance of shares of the Company's common stock pursuant to the merger agreement. FOR AGAINST ABSTAIN 3. Proposal to approve the following amendments to [ ] [ ] [ ] the Company's Restated Certificate of Incorporation: (a) to increase the number of authorized shares of the Company's common stock from 50,000,000 to 200,000,000; (b) to grant the Board of Directors authority to issue 6,000,000 shares of preferred stock in series the Board of Directors deems appropriate and to establish from time to time the number of shares to be included in each such series and to fix the designations, powers,preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof; and (c) to repeal the rights, powers, the privileges and preferences of the Company's currently authorized cumulative preferred stock. FOR AGAINST ABSTAIN 4. Proposal to approve an amendment to the Company's [ ] [ ] [ ] Restated Certificate of Incorporation to increase the maximum number of directors from 12 to 15. FOR AGAINST ABSTAIN 5. Proposal to approve an additional 3,000,000 [ ] [ ] [ ] shares of the Company's common stock to be eligible for grant under the Company's 1992 Long-Term Stock Incentive Plan. DATE: - --------------------------------- ---------------- SIGNATURE - -------------------------------------------------------------------------------- /\FOLD AND DETACH HERE/\ -----END PRIVACY-ENHANCED MESSAGE-----