0001140361-12-008430.txt : 20120214
0001140361-12-008430.hdr.sgml : 20120214
20120214184358
ACCESSION NUMBER: 0001140361-12-008430
CONFORMED SUBMISSION TYPE: 5
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111231
FILED AS OF DATE: 20120214
DATE AS OF CHANGE: 20120214
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Herschmann Eric D
CENTRAL INDEX KEY: 0001315134
FILING VALUES:
FORM TYPE: 5
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06407
FILM NUMBER: 12613599
MAIL ADDRESS:
STREET 1: C/O SOUTHERN UNION COMPANY
STREET 2: 5444 WESTHEIMER ROAD
CITY: HOUSTON
STATE: TX
ZIP: 77056
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SOUTHERN UNION CO
CENTRAL INDEX KEY: 0000203248
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 750571592
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5051 WESTHEIMER RD
CITY: HOUSTON
STATE: TX
ZIP: 77056-5622
BUSINESS PHONE: (713) 989-2000
MAIL ADDRESS:
STREET 1: 5051 WESTHEIMER RD
CITY: HOUSTON
STATE: TX
ZIP: 77056-5622
5
1
doc1.xml
FORM 5
X0304
5
2011-12-31
0
0
0
0000203248
SOUTHERN UNION CO
SUG
0001315134
Herschmann Eric D
C/O SOUTHERN UNION COMPANY
5051 WESTHEIMER ROAD
HOUSTON
TX
77056
0
1
0
0
Vice Chairman, Pres. & COO
Common Stock
2011-12-30
5
G
0
12300
D
484916.1
D
Common Stock
18200
I
Owned by Children
Common Stock
12300
I
Herschmann Family Foundation
Employee Stock Options (right to purchase)
23.6191
2015-06-27
Common Stock
262500
262500
D
Employee Stock Options (right to purchase)
23.63
2015-12-30
Common Stock
100000
100000
D
Employee Stock Options (right to purchase)
28.48
2017-12-17
Common Stock
275629
275629
D
Employee Stock Options (right to purchase)
12.55
2018-12-15
Common Stock
292934
292934
D
Employee Stock Option (right to purchase)
21.64
2019-12-15
Common Stock
140107
140107
D
Employee Stock Option (right to purchase)
24.80
2020-12-13
Common Stock
114598
114598
D
Cash Restricted Stock Units
Common Stock
71293
71293
D
On December 30,2011, the Reporting Person made a contribution of 12,300 shares to the Herschmann Family Foundation. The shares, which constitute a bona fide gift, remain subject to the Second Amended and Restated Support Agreement by and between the Reporting Person and Energy Transfer Equity, L.P. dated as of July 19, 2011 and filed as a part of Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on July 20, 2011.
This share amount uncludes 103,457 restricted shares awarded to the Reporting Person on December 13, 2010 ("Grant Date 2010"). The restrictions on the restricted stock will expire in equal installments on the first, second and third anniversaries of Grant Date 2010. The expiration of the restrictions on the restricted shares will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination without cause of the Reporting Person. To date, restrictions on 34,485 restricted shares have expirec.
This share amount uncludes 119,743 restricted shares awarded to the Reporting Person on December 15, 2009 ("Grant Date 2009"). The restrictions on the restricted stock will expire in equal installments on the first, second and third anniversaries of Grant Date 2009. The expiration of the restrictions on the restricted shares will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination without cause of the Reporting Person. To date, restrictions on 79,828 restricted shares have expired.
The Reporting Person may be deemed to hold indirectly 18,200 shares owned by his minor children; however, the Reporting Person hereby continues to disclaim any beneficial in these shares, except to the extent of his pecuniary interest therein.
These options are fully vested and exercisable. The expiration of the options shall not be accelerated.
Each stock option was awarded at an exercise price of $21.64 per share, which price is equal to the closing price on Grant Date 2009. The options awarded will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. The vesting of the options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause or by a voluntary termination of employment. To date 93,404 stock options have vested and are exercisable.
Each stock option was awarded at an exercise price of $24.80 per share, which price is equal to the closing price on Grant Date 2010. The options awarded will vest in equal installments on the first, second and third anniversaries of Grant Date 2010. The vesting of the options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause or by a voluntary termination of employment. To date, 38,199 stock options have vested and are exercisable.
71,293 cash restricted stock units ("RSUs") were awarded to the Reporting Person on November 6, 2011 ("Grant Date 2011"). The RSUs were awarded in accordance with the Company's Third Amended and Restated 2003 Stock and Incentive Plan. The RSUs permit the Reporting Person to receive cash in an amount equal to a specified number of shares of the Company's common stock valued at the closing price of the Company's common stock on the dates such restrictions expire. Restrictions on such award will expire in equal amounts on the first, second and third anniversaries of Grant Date 2011, unless the restrictions are earlier terminated in accordance with the Plan or the applicable award agreement. The restrictions on the Reporting Person's RSUs also will be accelerated in the event of his death, disability or termination of employment without cause.
On July 19, 2011, the Company entered into a Second Amended and Restated Agreement and Plan of Merger with Energy Transfer Equity, L.P. ("ETE") and Sigma Acquisition Corporation, a wholly-owned subsidiary of ETE (as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of September 14, 2011, the "Merger Agreement"). The RSUs awarded to the Reporting Person will be treated in accordance with the terms and conditions of the Merger Agreement. The Merger Agreement is available in its entirety as Annex A to the Company's definitive Proxy Statement filed with the SEC on October 27, 2011.
Robert M. Kerrigan, III for Eric D. Herschmann
2011-02-14