-----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, LSGF7YGvhcg2k8C/gABjx50KhLDupxPgxW3KENGlyCHhEJUXo2fdw5+Viw6+0d/V RPzktUdT/P1UCR5MYn0QFA== 0000203248-97-000002.txt : 19970225 0000203248-97-000002.hdr.sgml : 19970225 ACCESSION NUMBER: 0000203248-97-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970206 SROS: NYSE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14193 FILM NUMBER: 97519130 BUSINESS ADDRESS: STREET 1: 504 LAVACA ST 8TH FL CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5124775852 FILED BY: 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: SC 13D/A BUSINESS ADDRESS: STREET 1: 504 LAVACA ST 8TH FL CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5124775852 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 13)* SOUTHERN UNION COMPANY (Name of Issuer) COMMON STOCK, $1.00 PAR VALUE PER SHARE (Title of Class of Securities) 84402810 (CUSIP Number) STEPHEN A. BOUCHARD FLEISCHMAN AND WALSH 1400 SIXTEENTH STREET, N.W., SUITE 600 WASHINGTON, D.C. 20036 (202) 939-7911 (Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications) (NOT APPLICABLE) (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box. [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 information which would alter disclosures provided in a prior cover page. The information required on 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.) 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GEORGE L. LINDEMANN 2. Check the Appropriate Box If A Member Of A Group* (a) (b) X 3. SEC Use Only 4. Source of Funds* PF, AF 5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(E). 6. Citizenship Or Place Of Organization U.S. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. Sole Voting Power 1,241,914 8. Shared Voting Power -0- 9. Sole Dispositive Power 1,241,914 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 1,241,914 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* X 13. Percent Of Class Represented By Amount In Row (11) 7.2% 14. Type Of Reporting Person* IN 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person DR. F. B. LINDEMANN 2. Check the Appropriate Box If A Member Of A Group* (a) (b) X 3. SEC Use Only 4. Source of Funds* PF, AF 5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(E). 6. Citizenship Or Place Or Organization U.S. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. Sole Voting Power 1,327,705 8. Shared Voting Power -0- 9. Sole Dispositive Power 1,327,705 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 1,327,705 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* X 13. Percent Of Class Represented By Amount In Row (11) 7.8% 14. Type Of Reporting Person* IN 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GEORGE LINDEMANN, JR. 2. Check the Appropriate Box If A Member Of A Group* (a) (b) X 3. SEC Use Only 4. Source of Funds* PF, AF 5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(E). 6. Citizenship Or Place Or Organization U.S. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. Sole Voting Power 1,498,713 8. Shared Voting Power -0- 9. Sole Dispositive Power 1,498,713 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 1,498,713 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* X 13. Percent Of Class Represented By Amount In Row (11) 8.8% 14. Type Of Reporting Person* IN 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person ADAM M. LINDEMANN 2. Check the Appropriate Box If A Member Of A Group* (a) (b) X 3. SEC Use Only 4. Source of Funds* PF, AF 5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(E). 6. Citizenship Or Place Or Organization U.S. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. Sole Voting Power 1,498,713 8. Shared Voting Power -0- 9. Sole Dispositive Power 1,498,713 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 1,498,713 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* X 13. Percent Of Class Represented By Amount In Row (11) 8.8% 14. Type Of Reporting Person* IN 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SLOAN N. LINDEMANN 2. Check the Appropriate Box If A Member Of A Group* (a) (b) X 3. SEC Use Only 4. Source of Funds* PF, AF 5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(E). 6. Citizenship Or Place Or Organization U.S. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7. Sole Voting Power 1,498,713 8. Shared Voting Power -0- 9. Sole Dispositive Power 1,498,713 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 1,498,713 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* X 13. Percent Of Class Represented By Amount In Row (11) 8.8% 14. Type Of Reporting Person* IN The statement on Schedule 13D filed on December 26, 1991 and amended on January 24, 1992, February 20, 1992, March 6, 1992, May 8, 1992, May 19, 1992, June 29, 1992, July 8, 1992, September 23, 1992, October 25, 1993, January 11, 1994, March 24, 1994 and November 4, 1994 (this "Schedule 13D"), relating to the common stock, par value $1.00 per share (the "Common Stock") of Southern Union Company, a Delaware corporation (the "Issuer"), by George L. Lindemann, Dr. F.B. Lindemann, Adam M. Lindemann, George Lindemann, Jr., and Sloan N. Lindemann (each a "Reporting Person" and, together, the "Reporting Persons") is hereby amended as follows: ITEM 2. IDENTITY AND BACKGROUND Parts (b) and (c) of Item 2 are amended to read in their entirety as follows: (b)-(c) Adam M. Lindemann is a Director of the Issuer. Mr. Lindemann's business address is c/o Lindemann Capital Partners, L.P., 767 Fifth Avenue, 50th Floor, New York, New York 10153. Dr. F.B. Lindemann is the wife of George L. Lindemann. Dr. Lindemann's principal address is 2855 Hurlingham Drive, West Palm Beach, Florida 33414. George L. Lindemann is Chairman of the Board, Chief Executive Officer and a Director of the Issuer. Mr. Lindemann's principal address is 2855 Hurlingham Drive, West Palm Beach, Florida 33414. George Lindemann, Jr.'s principal address is 11950 Maidstone Drive, Wellington, Florida 33414. Sloan N. Lindemann's principal address is 550 Park Avenue, Apartment #15E, New York, New York 10021. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is amended and supplemented by adding the following at the end thereof: The Reporting Persons used personal funds to acquire, in the aggregate, an additional 146,860 shares of Common Stock since November 4, 1994 (the date of the filing of Amendment No. 12 to this Schedule 13D). Approximately 1,713 shares and 2,103 shares held by George L. Lindemann were purchased pursuant to his participation in the Southern Union Supplemental Deferred Compensation Plan and the Southern Union Savings (401(k)) Plan, respectively. Such shares, including employer matching contributions, were purchased by the respective trustees for such plans at market prices. The remaining shares were acquired as a result of: a four-for- three stock split distributed in the form of a 33-1/3% stock dividend on March 11, 1996; and a 5% stock dividend distributed on each of November 27, 1995 and December 10, 1996. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is amended in its entirety to read as follows: (a) George L. Lindemann and Dr. F.B. Lindemann, husband and wife, beneficially own in the aggregate 2,569,619 shares or 14.9% of the outstanding shares of Common Stock. The 2,569,619 shares beneficially owned by George L. Lindemann and Dr. F.B. Lindemann include: 137,407 shares that George L. Lindemann is entitled to purchase upon the exercise of stock options granted to him; approximately 1,713 shares held through the Southern Union Supplemental Deferred Compensation Plan; and approximately 2,103 shares held by the Southern Union Savings (401(k)) Plan. Each of Adam M. Lindemann, George Lindemann, Jr., and Sloan N. Lindemann beneficially owns 1,498,713 shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of any shares of Common Stock owned by any of the other Reporting Persons. (b) Adam M. Lindemann has: (i) Sole power to vote or direct the vote of 1,498,713 shares of Common Stock. (ii) Shared power to vote or direct the vote of 0 shares of Common Stock. (iii) Sole power to dispose or direct the disposition of 1,498,713 shares of Common Stock. (iv) Shared power to dispose or direct the disposition of 0 shares of Common Stock. Dr. F.B. Lindemann has: (i) Sole power to vote or direct the vote of 1,327,705 shares of Common Stock. (ii) Shared power to vote or direct the vote of 0 shares of Common Stock. (iii) Sole power to dispose or direct the disposition of 1,327,705 shares of Common Stock. (iv) Shared power to dispose or direct the disposition of 0 shares of Common Stock. George L. Lindemann has: (i) Sole power to vote or direct the vote of 1,241,914 shares of Common Stock (includes 137,407 shares underlying options; see paragraph (a) under Item (5) above). (ii) Shared power to vote or direct the vote of 0 shares of Common Stock. (iii) Sole power to dispose or direct the disposition of 1,241,914 shares of Common Stock (includes 137,407 shares underlying options; see paragraph (a) under Item (5) above and Item 6 below). (iv) Shared power to dispose or direct the disposition of 0 shares of Common Stock. George Lindemann, Jr. has: (i) Sole power to vote or direct the vote of 1,498,713 shares of Common Stock. (ii) Shared power to vote or direct the vote of 0 shares of Common Stock. (iii) Sole power to dispose or direct the disposition of 1,498,713 shares of Common Stock. (iv) Shared power to dispose or direct the disposition of 0 shares of Common Stock. Sloan N. Lindemann has: (i) Sole power to vote or direct the vote of 1,498,713 shares of Common Stock. (ii) Shared power to vote or direct the vote of 0 shares of Common Stock. (iii) Sole power to dispose or direct the disposition of 1,498,713 shares of Common Stock. (iv) Shared power to dispose or direct the disposition of 0 shares of Common Stock. (c) The following are all of the purchases made by the Reporting Persons during the past 60 days all of which represent open market purchases, net of brokerage commissions. NUMBER REPORTING PERSON DATE OF SHARES PRICE PER SHARE Dr. F.B. Lindemann 01/09/97 300 $22-1/2 01/09/97 400 $22-3/4 01/10/97 400 $22-1/2 01/29/97 11,000 $22-1/2 01/30/97 4,000 $22-1/2 01/30/97 100 $22-3/8 01/31/97 420 $22-1/2 01/31/97 1,180 $22-3/8 02/05/97 400 $22-1/2 George L. Lindemann 01/09/97 300 $22-1/2 01/09/97 400 $22-3/4 01/10/97 400 $22-1/2 01/29/97 11,000 $22-1/2 01/30/97 4,000 $22-1/2 01/30/97 100 $22-3/8 01/31/97 420 $22-1/2 01/31/97 1,180 $22-3/8 02/05/97 400 $22-1/2 George Lindemann, Jr. 01/09/97 300 $22-1/2 01/09/97 400 $22-3/4 01/10/97 400 $22-1/2 01/29/97 11,000 $22-1/2 01/30/97 4,000 $22-1/2 01/30/97 100 $22-3/8 01/31/97 420 $22-1/2 01/31/97 1,180 $22-3/8 02/05/97 400 $22-1/2 Adam M. Lindemann 01/09/97 300 $22-1/2 01/09/97 400 $22-3/4 01/10/97 400 $22-1/2 01/29/97 11,000 $22-1/2 01/30/97 4,000 $22-1/2 01/30/97 100 $22-3/8 01/31/97 420 $22-1/2 01/31/97 1,180 $22-3/8 02/05/97 400 $22-1/2 Sloan N. Lindemann 01/09/97 300 $22-1/2 01/09/97 400 $22-3/4 01/10/97 400 $22-1/2 01/29/97 11,000 $22-1/2 01/30/97 4,000 $22-1/2 01/30/97 100 $22-3/8 01/31/97 420 $22-1/2 01/31/97 1,180 $22-3/8 02/05/97 400 $22-1/2 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is amended in its entirety to read as follows: Each of the Reporting Persons has entered into a Promissory Note and Security Agreement dated as of December 31, 1993 with Activated granting Activated a security interest in all shares owned by the Reporting Persons. George L. Lindemann was previously granted employee stock options with respect to 230,938 shares of Common Stock, of which options with respect to 137,407 shares of Common Stock are currently, or within 60 days of the date of this report will be, exercisable. Of the remaining 93,531 options: (1) options for 11,577 shares (at an exercise price of $6.90 per share) become exercisable on October 6, 1997, (2) options for 23,153 shares (at an exercise price of $11.99 per share) become exercisable in three equal installments on each of April 4, 1998 and 1999, (3) options for 34,675 shares (at an exercise price of $14.93 per share) become exercisable in four equal installments on each of November 9, 1997, 1998, 1999 and 2000 and (4) options for 24,126 shares (at an exercise price of $16.42 per share) become exercisable in four equal installments on each of November 9, 1997, 1998, 1999 and 2000. The Issuer has the right to make a cash payment in lieu of issuing shares of Common Stock upon the exercise of these options. George L. Lindemann also participates in the Southern Union Deferred Compensation Plan and the Southern Union Savings (401(k)) Plan. Pursuant to such plans, George L. Lindemann is eligible to purchase shares of Common Stock with employee contributions and receive shares of Common Stock as employer matching contributions. (See paragraph (a) under Item 5, above.) 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 6, 1997 George L. Lindemann Dr. F.B. Lindemann Adam M. Lindemann George Lindemann, Jr. Sloan N. Lindemann By: STEPHEN A. BOUCHARD Stephen A. Bouchard Attorney-In-Fact -----END PRIVACY-ENHANCED MESSAGE-----