-----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, MRoyuNbVHMg1PQSIIQA8RzVt2jxfsP++k5zGLd3HKBygFUjp9mEYpL8mFp1UYM3s zBrOEq7TecElwmMMwJ9wVA== 0001104659-05-004238.txt : 20050207 0001104659-05-004238.hdr.sgml : 20050207 20050207124026 ACCESSION NUMBER: 0001104659-05-004238 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050207 DATE AS OF CHANGE: 20050207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN UNION CO CENTRAL INDEX KEY: 0000203248 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 750571592 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-06407 FILM NUMBER: 05579686 BUSINESS ADDRESS: STREET 1: ONE PEI CENTER CITY: WILKES-BARRE STATE: PA ZIP: 18711 BUSINESS PHONE: (570) 820-2400 MAIL ADDRESS: STREET 1: ONE PEI CENTER CITY: WILKES-BARRE STATE: PA ZIP: 18711 8-A12B 1 a05-2923_18a12b.htm 8-A12B

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

SOUTHERN UNION COMPANY

(Exact name of Registrant as Specified in Charter)

 

Delaware

 

75-0571592

(State of incorporation or Organization) 

 

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

 

 

 

One PEI Center
Second Floor
Wilkes-Barre, PA
(570) 820-2400

 

18711

(Address of Principal Executive Office)

 

(Zip Code)

 

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box: ý

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box: o

 

Securities Act registration statement file number to which this form relates:  333-113757

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class
to be so Registered

 

Name of Each Exchange on Which
Each Class is to be Registered

 

 

 

Corporate Units

 

New York Stock Exchange

 

Securities to be registered pursuant to Section 12(g) of the Act:  None

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.  Description of Registrant’s Securities to be Registered.

 

The class of securities to be registered hereby is the Corporate Units of Southern Union Company, a Delaware corporation.

 

For a description of the Registrant’s Corporate Units, reference is made to the Prospectus Supplement dated February 7, 2005 to the Prospectus contained in the Registration Statement on Form S-3, filed June 30, 2004, of Southern Union Company, Southern Union Financing II and Southern Union Financing III (Registration No. 333-113757), which description is incorporated herein by reference.

 

 


 

Item 2.  Exhibits.

 

Exhibit
No.

 

Description

3.1

 

Restated Certificate of Incorporation of the Registrant (Filed as Exhibit 3(a) to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 1994 and incorporated herein by reference).

 

 

 

3.2

 

Amendment to Restated Certificate of Incorporation of the Registrant, which was filed with the Secretary of State of Delaware and became effective on October 26, 1999. (Filed as Exhibit 3(a) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1999 and incorporated herein by reference.)

 

 

 

3.3

 

Amended and Restated Bylaws of the Registrant. (Filed as Exhibit 3.a to the Registrant’s Current Report on Form 8-K dated January 25, 2005 and incorporated herein by reference.)

 

 

 

4.1*

 

Underwriting Agreement between the Registrant and the underwriters named therein.

 

 

 

4.2*

 

Purchase Contract and Pledge Agreement between the Registrant and JPMorgan Chase Bank, N.A., as Purchase Contract Agent

 

 

 

4.3

 

Indenture between the Registrant and JPMorgan Chase Bank, N.A. (successor to the Chase Manhattan Bank, N.A.), as Trustee. (Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated February 15, 1994 and incorporated herein by reference.)

 

 

 

4.4*

 

Supplemental Indenture No. 2 between the Registrant and JPMorgan Chase Bank, N.A., as Trustee.

 

 

 

4.5*

 

Form of Remarketing Agreement

 

 

 

4.6

 

Prospectus Supplement and Prospectus included in the Registrant’s Registration Statement on Form S-3 (Registration No. 333-113757) (filed with the Securities and Exchange Commission on June 30, 2004, as supplemented, and incorporated herein by reference).

 

 

 

4.7*

 

Form of Corporate Unit Certificate (included as Exhibit A to the Form of Purchase Contract and Pledge Agreement filed herewith as Exhibit 4.2).

 

 

 

4.8*

 

Form of Senior Note initially due 2010 (included as Exhibit A to the Supplemental Indenture No. 2 filed herewith as Exhibit 4.4).

 

*                 To be filed either by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.

 

2


 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

SOUTHERN UNION COMPANY

 

 

 

 

Dated: February 7, 2005

By:

/s/ David J. Kvapil

 

 

David J. Kvapil

 

 

Executive Vice President & Chief Financial Officer

 

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