0000904454-12-000059.txt : 20120213 0000904454-12-000059.hdr.sgml : 20120213 20120213100609 ACCESSION NUMBER: 0000904454-12-000059 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20968 FILM NUMBER: 12595654 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KENSICO CAPITAL MANAGEMENT CORP CENTRAL INDEX KEY: 0001113000 IRS NUMBER: 134079277 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-862-5800 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE STREET 2: 2ND FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 s13ga_021412-sounco.htm AMENDMENT NO.3 FOR SOUTHERN UNION COMPANY - KENSICO CAPITAL MANAGEMENT s13ga_021412-sounco.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
Southern Union Company
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
844030106
(CUSIP Number)
 
December 31, 2011
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]       Rule 13d-1(b)
[X]       Rule 13d-1(c)
[ ]       Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 

Cusip No. 844030106
1.
Names of Reporting Person
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
Kensico Capital Management Corporation
 
13-4079277
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
Delaware
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5.
Sole Voting
Power
-0-
6.
Shared Voting
Power
 
5,696,834
7.
Sole Dispositive
Power
-0-
8.
Shared Dispositive Power
 
5,696,834
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
5,696,834
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11.
Percent of Class Represented by Amount in Row (9)
4.6%
12.
Type of Reporting Person
CO


 
 

Cusip No. 844030106
 
1.
Names of Reporting Person
 
I.R.S. Identification Nos. of Above Persons (entities only)
Michael B. Lowenstein
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
United States
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5.
Sole Voting
Power
-0-
6.
Shared Voting
Power
 
5,696,834
7.
Sole Dispositive
Power
-0-
8.
Shared Dispositive Power
 
5,696,834
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
5,696,834
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11.
Percent of Class Represented by Amount in Row (9)
4.6%
12.
Type of Reporting Person
IN, HC


 
 

Cusip No. 844030106

1.
Names of Reporting Person
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
Thomas J. Coleman
2.
Check the Appropriate Box
if a Member of a Group
(a) [ ]
(b) [ ]
3.
SEC Use Only
  
4.
Citizenship or Place
of Organization
United States
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
5.
Sole Voting
Power
-0-
6.
Shared Voting
Power
 
5,696,834
7.
Sole Dispositive
Power
-0-
8.
Shared Dispositive Power
 
5,696,834
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
5,696,834
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
 
[ ]
11.
Percent of Class Represented by Amount in Row (9)
4.6%
12.
Type of Reporting Person
IN, HC


 
 

Cusip No. 844030106

Amendment No. 3 to Schedule 13G (Final Amendment)

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission (the "Commission") on behalf of the Reporting Persons on October 13, 2009, and Amendment No. 1 thereto filed on February 16, 2010 and Amendment No. 2 thereto filed on February 14, 2011 (as so amended, the "Schedule 13G").  Terms defined in the Schedule 13G are used herein as so defined.
 
The following items of the Schedule 13G are hereby amended and restated as follows:
 
Item 4.                      Ownership.

For each Reporting Person:

(a)           Amount beneficially owned:

Each of Kensico Capital Management, Mr. Lowenstein and Mr. Coleman may be deemed to beneficially own the 5,696,834 shares of Common Stock held for the accounts of the Funds as of December 31, 2011. Of such 5,696,834 shares of Common Stock, Kensico Partners directly beneficially owns 1,533,769 shares of Common Stock, Kensico Associates directly beneficially owns 2,276,200 shares of Common Stock, Kensico Offshore directly beneficially owns 1,299,031 shares of Common Stock, and Kensico Offshore II directly beneficially owns 587,834 shares of Common Stock.

(b)           Percent of class: 4.6%

This calculation is based on 124,745,576 shares of Common Stock issued and outstanding as of November 4, 2011, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2011 filed with the Commission on November 8, 2011.

(c)           Number of shares to which each Reporting Person has:

(i)           Sole power to vote or direct the vote:  -0-

(ii)           Shared power to vote or direct the vote:  5,696,834

(iii)           Sole power to dispose or to direct the disposition of:  -0-

(iv)           Shared power to dispose of or direct the disposition of:  5,696,834

 
 

Cusip No. 844030106

Item 5.                     Ownership Of Five Percent Or Less Of A Class.


If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following:  [X]



 
 

Cusip No. 844030106
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2012
 
 
 
 
KENSICO CAPITAL MANAGEMENT CORP.
 
 
BY:
/s/ MICHAEL B. LOWENSTEIN
   
Signature
   
Michael B. Lowenstein, Authorized Signatory
   
Name/Title
 
 
 
/s/ MICHAEL B. LOWENSTEIN
 
 
Signature
 
 
 
/s/ THOMAS J. COLEMAN
 
 
Signature