-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, kx8NH/sB/hpmjJnBx9W8e/KWOfU+p83XQpn5kbA2iK73DYGslYBtDc1D5jAtDFhO Avbsj4kP8e27GTdGxKW1vQ== 0000913907-94-000006.txt : 19940325 0000913907-94-000006.hdr.sgml : 19940325 ACCESSION NUMBER: 0000913907-94-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940324 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN UNION CO CENTRAL INDEX KEY: 0000203248 STANDARD INDUSTRIAL CLASSIFICATION: 4924 IRS NUMBER: 750571592 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-14193 FILM NUMBER: 94517578 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: FLEISCHMAN & WALSH CENTRAL INDEX KEY: 0000913907 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: DC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1400 SIXTEENTH ST NW STREET 2: SUITE 600 CITY: WASHINGTON STATE: DC ZIP: 20036 SC 13D/A 1 SCHEDULE 13D/AMENDMENT NO. 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* 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. X Check the following box if a fee is being paid with the statement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 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.) CUSIP No. 84402810 Page 2 of 11 Pages 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 663,490 8. Shared Voting Power -0- 9. Sole Dispositive Power 663,490 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 663,490 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* X 13. Percent Of Class Represented By Amount In Row (11) 6.1% 14. Type Of Reporting Person* IN CUSIP No. 84402810 Page 3 of 11 Pages 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 804,972 8. Shared Voting Power -0- 9. Sole Dispositive Power 804,972 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 804,972 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* X 13. Percent Of Class Represented By Amount In Row (11) 7.5% 14. Type Of Reporting Person* IN CUSIP No. 84402810 Page 4 of 11 Pages 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 913,860 8. Shared Voting Power -0- 9. Sole Dispositive Power 913,860 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 913,860 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* X 13. Percent Of Class Represented By Amount In Row (11) 8.5% 14. Type Of Reporting Person* IN CUSIP No. 84402810 Page 5 of 11 Pages 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 913,860 8. Shared Voting Power -0- 9. Sole Dispositive Power 913,860 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 913,860 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* X 13. Percent Of Class Represented By Amount In Row (11) 8.5% 14. Type Of Reporting Person* IN CUSIP No. 84402810 Page 6 of 11 Pages 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 913,860 8. Shared Voting Power -0- 9. Sole Dispositive Power 913,860 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 913,860 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* X 13. Percent Of Class Represented By Amount In Row (11) 8.5% 14. Type Of Reporting Person* IN CUSIP No. 84402810 Page 7 of 11 Pages 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 and January 11, 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 (b)-(c) Adam M. Lindemann is a Director of the Issuer. Mr. Lindemann's principal address is 32 East 64th Street, New York, New York 10022. Dr. F.B. Lindemann is the wife of George L. Lindemann. Dr. Lindemann's principal address is 2855 Hurlingham Drive, Wellington, 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, Wellington, Florida 33414. George Lindemann, Jr.'s principal address is 11950 Maidstone Drive, Wellington, Florida 33414. Sloan N. Lindemann's principal address is 800 Fifth Avenue, New York, New York 10022. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Persons acquired, in the aggregate, 1,168,200 shares of Common Stock reported herein pursuant to the Amended and Restated Cash Merger Agreement ("Merger Agreement") among the Issuer, Metro Mobile CTS, Inc. ("Metro Mobile") and SU Acquisition, Inc. ("Newco"), dated August 10, 1989. Pursuant to the Merger Agreement, Metro Mobile declared a dividend on its Class A common stock and Class B common stock payable in the amount of one share of Newco common stock for every four shares of any combination of Metro Mobile Class A and/or Class B common stock. Immediately after such distribution, Newco was merged into the Issuer and the shares of Newco common stock previously distributed to the shareholders of Metro Mobile were converted into an equal number of shares of Common Stock. The Reporting Persons did not expend any funds or other consideration for these 1,168,200 shares of Common Stock. The Reporting Persons used personal funds to acquire, in the aggregate, 689,900 shares of Common Stock. CUSIP No. 84402810 Page 8 of 11 Pages 911,595 shares of Common Stock reported herein were purchased directly from the Issuer on December 31, 1993 for a total of $22,789,875 in funds. Each of the Reporting Persons borrowed their pro rata portion of the funds from Activated Communications Limited Partnership ("Activated"), which is owned and managed by or for the benefit of the Reporting Persons. George L. Lindemann is Chairman of the Board and President, and Dr. F.B. Lindemann is a Director, of the sole general partner of Activated. The remaining shares were acquired as a result of a three- for-two stock split distributed in the form of a 50% stock dividend on March 9, 1994. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) George L. Lindemann and Dr. F.B. Lindemann, as husband and wife, beneficially own 1,468,462 shares or 13.5% of Common Stock. The 1,467,112 shares beneficially owned by George L. Lindemann and Dr. F.B. Lindemann include 55,500 shares that George L. Lindemann is entitled to purchase upon the exercise of stock options granted to him, including options with respect to 12,000 shares, 12,000 shares, 12,000 shares, 12,000 shares and 7,500 shares that first became exercisable on February 13, 1991, February 13, 1992, February 13, 1993, February 13, 1994 and October 6, 1993. Each of Adam M. Lindemann, George Lindemann, Jr., and Sloan N. Lindemann beneficially own 913,860 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 913,860 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 913,860 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 804,972 shares of Common Stock. (ii) Shared power to vote or direct the vote of 0 shares of Common Stock. CUSIP No. 84402810 Page 9 of 11 Pages (iii) Sole power to dispose or direct the disposition of 804,972 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 663,490 shares of Common Stock (includes 55,500 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 663,490 shares of Common Stock (includes 55,500 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 913,860 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 913,860 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 913,860 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 913,860 shares of Common Stock. (iv) Shared power to dispose or direct the disposition of 0 shares of Common Stock. CUSIP No. 84402810 Page 10 of 11 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER 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 150,000 shares of Common Stock, of which options with respect to 55,500 shares of Common Stock are currently, or within 60 days of the date of this report will be, exercisable. Of the remaining 94,500 options, options for 7,500 shares, 7,500 shares, 12,000 shares, 7,500 shares, 7,500 shares, 15,000 shares, 7,500 shares, 7,500 shares 7,500 shares, 7,500 shares and 7,500 shares first become exercisable on October 6, 1994, February 10, 1995, February 13, 1995, October 6, 1995, February 10, 1996, February 13, 1996, October 6, 1996, February 10, 1997, October 6, 1997, February 10, 1998 and February 10, 1999, respectively. The options with respect to these 150,000 shares have exercise prices of $9.13 (75,000 shares), $10.67 (37,500 shares) and $23.00 (37,500 shares) per share. The Issuer has the right to make a cash payment in lieu of issuing shares of Common Stock upon the exercise of these options. (See paragraph (a) under Item 5, above.) ITEM 7. MATERIAL TO BE FILED AS EXHIBITS A. Form of Promissory Note and Security Agreement. B. Power of Attorney (previously filed). CUSIP No. 84402810 Page 11 of 11 Pages 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: March 24, 1994 George L. Lindemann Dr. F.B. Lindemann Adam M. Lindemann George Lindemann, Jr. Sloan N. Lindemann By:/s/Stephen A. Bouchard Stephen A. Bouchard Attorney-In-Fact 13928 EX-1 2 PROMISSORY NOTE PROMISSORY NOTE AND SECURITY AGREEMENT $____________ New York, New York As of December 31, 1993 ON DEMAND, FOR VALUE RECEIVED, ___________________, with an address at 767 Fifth Avenue, 50th Floor, New York, New York 10153, does hereby promise to pay to the order of ACTIVATED COMMUNICATIONS LIMITED PARTNERSHIP, a Texas limited partnership, with an office address at 767 Fifth Avenue, 50th Floor, New York, New York 10153, or at such other place as may be designated in writing by the holder of this note, the sum of __________________________________ _____________________________________________________ Dollars ($____________), with interest at the rate equal to the rate being paid by Activated Communications Limited Partnership to Chemical Bank, as in effect from time to time, on the corresponding borrowing by Activated Communications Limited Partnership from Chemical Bank, of which the principal amount hereof constitutes a part. The terms of this note are as follows: 1. So long as this note remains outstanding, the undersigned agrees that it will: (a) Pay and discharge all taxes, assessments and other governmental charges and levies imposed upon it, or upon its income or properties, prior to the date on which penalties attach hereto, and discharge all claims which, if unpaid, might become a lien or charge upon its properties, provided, however, that the undersigned shall not be required to pay any such tax, assessment, charge, levy or claim, the payment of which is being contested in good faith and by proper proceedings; (b) Pay to the holder hereof all costs of collection and reasonable attorneys' fees in case default is made in payment of this note. 2. No delay or failure on the part of the holder hereof to exercise any power or right shall operate as a waiver of such power or right. A partial exercise of any such power or right shall not preclude the full exercise thereof and no right or remedy of the holder hereof shall be deemed abridged or modified by any course of conduct of the holder hereof and no waiver thereof shall be predicated thereon. 3. The undersigned hereby waives presentment, demand for payment, notice of dishonor and all other notices and demands in connection with the delivery, acceptance, performance or default of this note. 4. As collateral security for the payment of this note and of all other notes and/or obligations or liabilities (as hereinafter defined) of the Borrower now or hereafter owned or -2- held by the Holder, the Borrower grants the Holder a security interest in the securities designated on Schedule A annexed hereto (consisting solely of shares of common stock of Southern Union Company), all additional securities delivered pursuant hereto, all substitutions therefor and replacements thereof and all interests and dividends accrued and paid thereon; provided, however, and as hereinafter set forth, the Borrower shall be entitled to receive such interest and dividends until the occurrence of an Event of Default after which such interest and dividends shall be held by the Holder and applied to payment of this note. The securities described in said Schedule A and all such additions, substitutions and replacements are collectively included within the term "Securities," all of which is hereinafter termed the "Collateral." The Holder at any time after an Event of Default, may but shall not be obligated to, transfer into or out of its own name or that of its nominee all or any of the Collateral, including stocks, bonds, and other securities, and the Holder or its nominee may demand, sue for, collect, receive and hold as like Collateral any or all interest, dividends and income thereon and the Holder may, after an Event of Default, exercise all voting and other rights pertaining thereto as if the Holder were the absolute owner thereof; but the Holder shall not be obligated to demand payment of, protest, or take any steps necessary to preserve any rights in the Collateral against prior parties, or to take any action whatsoever in regard to the Collateral or any part thereof, all of which the Borrower assumes and agrees to do. Without limiting the generality of the foregoing, the Holder shall not be obligated to take any action in connection with any conversion, call, redemption, retirement or any other event relating to any of the Collateral, unless the Borrower gives written notice to the Holder that such action shall be taken not more than ninety (90) days prior to the time such action may first be taken and not less than five (5) days prior to the expiration of the time during which such action may be taken. The term "Liabilities" shall include this note and all other indebtedness and obligations and liabilities of any kind of any Borrower to the Holder, now or hereafter existing, arising directly between any Borrower and the Holder or acquired by assignment, conditionally or as Collateral by the Holder, absolute or contingent, joint and/or several, secured or unsecured, due or not due, contractual or tortious, liquidated or unliquidated, arising by operation of law or otherwise, direct or indirect, whether incurred by any Borrower as principal, surety, endorser, guarantor, accommodation party or otherwise. Upon the occurrence and continuation of an Event of Default hereunder, the Holder shall have all rights with respect to the Collateral available under the New York Uniform Commercial Code and all other applicable law. This note may not be changed, amended or modified orally. -3- ______________________________ BORROWER BORROWED AMOUNT George L. Lindemann $3,335,175 Dr. F.B. Lindemann 4,415,700 Adam M. Lindemann 5,013,000 George Lindemann, Jr. 5,013,000 Sloan N. Lindemann 5,013,000 13934 -----END PRIVACY-ENHANCED MESSAGE-----