-----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, QL3L7Ur3xK8spg+i1monqupRjgj0P/zFXHEcjG5Y5pCH+OmkE08AlOlflLGUkIG/ R3WWdfoeX4asV4yoQP+Tzg== 0001140361-05-001381.txt : 20050215 0001140361-05-001381.hdr.sgml : 20050215 20050215174356 ACCESSION NUMBER: 0001140361-05-001381 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050211 FILED AS OF DATE: 20050215 DATE AS OF CHANGE: 20050215 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DENIUS FRANK W CENTRAL INDEX KEY: 0001183998 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06407 FILM NUMBER: 05618461 BUSINESS ADDRESS: STREET 1: C/O FLEISCHMAN & WALSH LLP STREET 2: 1919 PENNSYLVANIA AVE., NW #600 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 5708202400 MAIL ADDRESS: STREET 1: C/O SOUTHERN UNION CO STREET 2: ONE PEI CENTER CITY: WILKES BARRE STATE: PA ZIP: 18711-0601 4 1 doc1.xml FORM 4 X0202 4 2005-02-11 0 0000203248 SOUTHERN UNION CO SUG 0001183998 DENIUS FRANK W C/O SOUTHERN UNION COMPANY ONE PEI CENTER WILKES-BARRE PA 18711 1 0 0 0 Purchase Contract 2005-02-11 4 P 0 4000 50 A Common Stock 4000 D The purchase contract, together with a 5% undivided beneficial interest in $1,000 principal amount of a Southern Union senior note due February 16, 2008, comprise a Southern Union Corporate Unit. The purchase contract obligates the Reporting Person to purchase from Southern Union, no later that February 16, 2008, for a price of $50 in cash, the following number of shares of Southern Union common stock, subject to anti-dilution adjustments: If the average closing price of Southern Union common stock over the 20-day period ending on the third trading day prior to February 16, 2008 equals or exceeds $30.7625, 1.6254 shares; if the average closing price of Southern Union common stock over the same period is less than $30.7625 but greater than $24.61, a number of shares having a value, based on the average closing price, equal to $50: and if the average closing price of Southern Union common stock over the same period is less than or equal to $24.61, 2.0317 shares. The Reporting Person may also be deemed to own directly 30,742 shares of common stock and indirectly 1,159 shares owned by his wife and 65,655 shares by the Effie and Wofford Cain Foundation and 17,820 shares by the Directors Plan. The Reporting Person disclaims beneficial ownership of these shares and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or any other purpose. Dennis K. Morgan for Frank W. Denius 2005-02-15 -----END PRIVACY-ENHANCED MESSAGE-----