SEC Filings
DEF 14A
SOUTHERN UNION CO filed this Form DEF 14A on 09/25/1997
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                                       Number of       Percent of
        Beneficial Owner              Shares Held         Class
- --------------------------------   -----------------   ----------

Peter H. Kelley                       189,506(1)          1.10%
Roger J. Pearson                       17,416(2)             *
George Rountree, III                   32,819(3)             *
Dan K. Wassong                         20,961(4)             *
C. Thomas Clowe, Jr.                    7,507(5)             *
Ronald J. Endres                      148,674(6)             *
Dennis K. Morgan                       22,006(7)             *
Lee M. Bass                           888,184(8)(9)       5.19%
  201 Main Street
  Fort Worth, Texas 76102
Sid R. Bass Management Trust(10)      888,184(8)(11)      5.19%
  201 Main Street
  Fort Worth, Texas 76102
All Directors and Executive Of-
  ficers as a group (14 in group)   5,214,216(12)        29.33%

- ------------------------

*    Indicates less than one percent (1%).

(1)  Includes 163,122 shares that Mr. Kelley is entitled to pur-
     chase upon the exercise of presently exercisable stock
     options granted pursuant to the 1982 Plan and the 1992 Plan.
     Such number excludes options to acquire shares of common
     stock that are not exercisable within sixty days of the date
     hereof.  See "Executive Compensation."  Such number also
     includes:  8,865 vested shares held by the 401(k) Plan; 942
     vested shares held through the Southern Union Stock Purchase
     Plan; and 7,182 vested shares held through the Supplemental
     Plan.

(2)  Includes:  7,381 shares owned jointly by Mr. Pearson and his
     father; 1,000 shares held by Mr. Pearson as Custodian (pur-
     suant to the Uniform Gifts to Minors Act) for his children;
     and 358 vested shares pursuant to the Directors' Plan.

(3)  Includes 795 shares owned by his wife and 6,465 vested
     shares allocated to Mr. Rountree pursuant to the Directors'
     Plan.

(4)  Includes 1,218 vested shares pursuant to the Directors'
     Plan.

(5)  Includes 1,239 vested shares held by the 401(k) Plan, 758
     vested shares held through the Supplemental Plan and 4,410
     of presently exercisable stock options purusant to the 1992
     Plan.  Such number excludes options to acquire shares of
     common stock that are not exercisable within sixty days of
     the date hereof.  See "Executive Compensation."

(6)  Includes 133,562 shares Mr. Endres is entitled to purchase
     upon the exercise of presently exercisable stock options
     pursuant to the 1982 Plan and the 1992 Plan.  Such number
     excludes options to acquire shares of common stock that are
     not exercisable within sixty days of the date hereof.  See
     "Executive Compensation."  Such number also includes: 5,413
     vested shares held through the 401(k) Plan and 4,907 vested
     shares held through the Supplemental Plan.

(7)  Includes 16,942 shares Mr. Morgan is entitled to purchase
     upon the exercise of presently exercisable stock options
     pursuant to the 1992 Plan.  Such number excludes options to
     acquire shares of common stock that are not exercisable
     within sixty days of the date hereof.  See "Executive Com-
     pensation."  Such number also includes 2,599 vested shares
     held through the 401(k) Plan and 2,465 vested shares held
     through the Supplemental Plan.

(8)  Does not include 76,402 (representing less than 1% of the
     common stock outstanding) owned by BEPCO International,
     Inc., which is owned in equal parts by Lee M. Bass,
     Sid R. Bass and two other persons.  Neither Lee M. Bass nor
     Sid R. Bass is a director or officer of BEPCO International,
     Inc.  This information, the information set forth in note
     (10) and the number of shares owned by Lee M. Bass and
     Sid R. Bass Management Trust set forth in the table were
     obtained from and is reported herein in reliance upon a
     Schedule 13D filed by Sid R. Bass, Lee M. Bass, Sid R. Bass
     Management Trust and BEPCO International, Inc., as adjusted
     for any stock dividends and splits since the date of such
     reports.

(9)  Does not include shares reported to be held by Sid R. Bass
     Management Trust.  See notes (8), (10) and (11).

(10) Sid R. Bass Management Trust is a Revocable Trust under
     Texas law for which Sid R. Bass, Lee M. Bass and one other
     person are trustees.  See note (8).

(11) Does not include shares reported to be held by Lee M. Bass.
     See notes (8) and (9).

(12) Excludes options granted pursuant to the 1982 Plan and the
     1992 Plan to acquire shares of common stock that are not
     presently exercisable or do not become exercisable within
     sixty days of the date hereof.  Includes 66,047 vested
     shares held through certain Company benefit and deferred
     savings plans for which certain executive officers and
     directors may be deemed beneficial owners, but excludes
     shares which have not vested under the terms of such plans.


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