SEC Filings
DEF 14A
SOUTHERN UNION CO filed this Form DEF 14A on 09/25/1997
Entire Document
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                    Southern Union Company
                504 Lavaca Street, Eighth Floor
                     Austin, Texas  78701
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                       PROXY STATEMENT
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The accompanying proxy, to be mailed to stockholders together
with the Notice of Annual Meeting and this Proxy Statement on or
about September 29, 1997, is solicited by Southern Union Company
in connection with the Annual Meeting of Stockholders to be held
on November 11, 1997.

                    QUESTIONS AND ANSWERS

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Q:  What am I voting on?

A:  -  Re-election of three directors (John E. Brennan,
       Frank W. Denius and Roger J. Pearson); and
    -  Approval of an amendment to the 1992 Plan.
       (See page 4 for more details.)

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Q:  Who is entitled to vote?

A:  Stockholders as of the close of business on the Record Date,
    September 12, 1997, are entitled to vote at the Annual
    Meeting.  Each share of Common Stock is entitled to one vote.
    With respect to the election of directors, stockholders have
    cumulative voting rights, which entitle each stockholder to
    that number of votes which equals the number of shares he or
    she holds multiplied by the number of directors to be elected
    (3).  The Bylaws of the Company require that a stockholder
    who intends to exercise cumulative voting rights at the
    Annual Meeting must give written notice to the Secretary of
    the Company no later than ten (10) days after notice of the
    Annual Meeting was first sent to stockholders.

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Q:  How do I vote?

A:  Sign and date each Proxy Card you receive and return it in
    the prepaid envelope.  If you do not mark any selections,
    your Proxy Card will be voted in favor of the two proposals.
    You have the right to revoke your proxy at any time before
    the Meeting by (1) notifying Southern Union's Corporate
    Secretary, (2) attending the Meeting and voting in person or
    (3) returning a later-dated proxy. If you return your signed
    Proxy Card, but do not indicate your voting preferences, the
    proxy will be voted FOR the two proposals on your behalf.

    The Board of Directors is not aware of any matter other than
    the matters described above to be presented for action at the
    Meeting.  If a proposal other than the two listed in the
    Notice is presented at the Annual Meeting, your signed proxy
    card gives authority to George L. Lindemann and
    Peter H. Kelley, or either of them, to vote on such matters,
    who intend to vote in accordance with their best judgment.

    Proxies should NOT be sent by stockholders to the Company but
    to Boston EquiServe, L.P., the Company's Registrar and
    Transfer Agent, at 150 Royall Street, Canton, Massachusetts
    02021.

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Q:  Is my vote confidential?

A:  Yes.  Proxy cards, ballots and voting tabulations that
    identify individual stockholders are confidential. Only the
    inspectors of election and certain employees associated with
    processing proxy cards and counting the vote have access to
    your card.  Additionally, all comments directed to management
    (whether written on the Proxy Card or elsewhere) will remain
    confidential, unless you ask that your name be disclosed.

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Q:  Who will count the vote?

A:  Representatives of the Company and its legal counsel,
    Fleischman and Walsh, L.L.P., will tabulate the votes and act
    as inspectors of election.

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Q:  What does it mean if I get more than one proxy card?

A:  It is an indication that your shares are registered dif-
    ferently and are in more than one account, including your
    accounts in Southern Union's Direct Stock Purchase Plan, the
    executive compensation plans, employee benefit plans and
    shares credited to your Savings Plan account held in custody
    by the trustee, Wilmington Trust.  Sign and return all proxy
    cards to ensure that all your shares are voted.

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Q:  What constitutes a quorum?

A:  As of the Record Date, 17,122,736 shares of the Company's
    Common Stock were issued and outstanding.  A majority of the
    outstanding shares, present or represented by proxy, consti-
    tutes a quorum for the transaction of adopting proposals at
    the Annual Meeting.  If you submit a properly executed proxy
    card, then you will be considered part of the quorum.  If you
    are present or represented by a proxy at the Annual Meeting
    and you abstain, your abstention will have the same effect as
    a vote against the proposal to amend the 1992 Plan but will
    have no effect on the election of directors.  Broker non-
    votes will be counted as part of the quorum but will not be
    part of the voting power present.

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Q:  Who can attend the Annual Meeting?

A:  All stockholders as of the Record Date can attend.

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Q:  When are the 1998 stockholder proposals due?

A:  In order to be considered for inclusion in next year's proxy
    statement, stockholder proposals must be submitted in writing
    by June 30, 1998, to Dennis K. Morgan, Corporate Secretary,
    Southern Union Company, 504 Lavaca Street, Eighth Floor,
    Austin, Texas 78701.

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Q:  How does a stockholder nominate someone to be considered for
    election as a director of Southern Union?

A:  Any stockholder may recommend any person as a nominee for
    director of Southern Union by writing to the Company's
    Secretary at least 45 days before an annual meeting (which
    was September 26, 1997 for this year's Meeting) or no later
    than ten (10) days after the date of the notice of a special
    meeting.  Accordingly, no stockholder may make additional
    nominations at the Annual Meeting.  The notice must include
    certain information about the nominating stockholder and the
    nominee(s).  Certain persons are disqualified from serving as
    directors.  A copy of the relevant Bylaws provisions may be
    obtained from the Company's Secretary.  As of September 26,
    1997, no stockholder has nominated any person to serve as a
    director of the Company.

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Q:  Who pays for this proxy solicitation?

A:  Southern Union will reimburse brokerage houses and other
    custodians, nominees and fiduciaries for their reasonable
    out-of-pocket expenses for forwarding proxy and solicitation
    material to the owners of Common Stock.

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