8-K 1 a05-2919_18k.htm 8-K

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D. C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  February 7, 2005

 

SOUTHERN UNION COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware

1-6407

75-0571592

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

 

 

 

One PEI Center
Wilkes-Barre, Pennsylvania

18711

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (570) 820-2400

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d—(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

ITEM 7.01                                                 REGULATION FD DISCLOSURE

 

Southern Union Company (Southern Union or the Company) has provided the following information within its Prospectus Supplements dated February 7, 2005:

 

“For the 12-month period ended June 30, 2004 and for the three-month period ended September 30, 2004, TWP, in which Southern Union has a 50% proportionate interest, had revenues of $207.1 million and $52.7 million, respectively; operating income of $104.8 million and $30.8 million, respectively; and net income of $47.0 million and $16.4 million, respectively.”

 

“For the 12-month period ended June 30, 2004 and for the three-month period ended September 30, 2004, Citrus, in which Southern Union has a 25% proportionate interest, had revenues of $513.9 million and $138.6 million, respectively; operating income of $230.6 million and $82.8 million, respectively; and net income of $102.4 million and $36.7 million, respectively.”

 

ITEM 8.01                                                 OTHER EVENTS

 

On February 7, 2005, the Company issued a press release announcing that it had priced a $343 million common stock offering and launched a $100 million equity units offering.  A copy of the press release is attached as Exhibit 99 to this Current Report on Form 8-K.

 

ITEM 9.01.                                              FINANCIAL STATEMENTS AND EXHIBITS

 

(c)                                           Exhibits

 

Exhibit No.

 

Exhibit

 

 

 

99

 

Press Release issued by Southern Union dated February 7, 2005.

 

This release and other reports and statements issued or made from time to time contain certain “forward-looking statements” concerning projected future financial performance, expected plans or future operations. Southern Union cautions that actual results and developments may differ materially from such projections or expectations.

 

Investors should be aware of important factors that could cause actual results to differ materially from the forward-looking projections or expectations. These factors include, but are not limited to: cost of gas; gas sales volumes; gas throughput volumes and available sources of natural gas; discounting of transportation rates due to competition; customer growth; abnormal weather conditions in Southern Union’s service territories; impact of relations with labor unions of bargaining-unit employees; the receipt of timely and adequate rate relief and the impact of future rate cases or regulatory rulings; the outcome of pending and future litigation; the speed and degree to which competition is introduced to Southern Union’s gas distribution business; new legislation and government regulations and proceedings affecting or involving Southern Union; unanticipated environmental liabilities; ability to comply with or to challenge successfully existing or new environmental regulations; changes in business strategy and the success of new business ventures, including the risks that the business acquired and any other businesses or investments that Southern Union has acquired or may acquire may not be successfully integrated with the business of Southern Union; exposure to customer concentration with a significant portion of revenues realized from a relatively small number of customers and any credit risks associated with the financial position of those customers; factors affecting operations such as maintenance or repairs, environmental incidents or gas pipeline system constraints; Southern Union’s, or any of its subsidiaries, debt securities ratings; the economic climate and growth in the energy industry and service territories and competitive conditions of energy markets in general; inflationary trends; changes in gas or other

 

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energy market commodity prices and interest rates; the current market conditions causing more customer contracts to be of shorter duration, which may increase revenue volatility; the possibility of war or terrorist attacks; the nature and impact of any extraordinary transactions such as any acquisition or divestiture of a business unit or any assets.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

SOUTHERN UNION COMPANY

 

 

 

Date:

February 7, 2005

 

By:

/s/ David J. Kvapil

 

 

 

Name:

David J. Kvapil

 

 

Title:

Executive Vice President & Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Exhibit

 

 

 

99

 

Press Release issued by Southern Union dated February 7, 2005.

 

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