SOUTHERN UNION CO 4
4 · SOUTHERN UNION CO · Filed Feb 15, 2005
Insider Transaction Report
Form 4
DENIUS FRANK W
Director
Transactions
- Purchase
Purchase Contract
2005-02-11$50.00/sh+4,000$200,000→ 4,000 total→ Common Stock
Footnotes (2)
- [F1]The purchase contract, together with a 5% undivided beneficial interest in $1,000 principal amount of a Southern Union senior note due February 16, 2008, comprise a Southern Union Corporate Unit. The purchase contract obligates the Reporting Person to purchase from Southern Union, no later that February 16, 2008, for a price of $50 in cash, the following number of shares of Southern Union common stock, subject to anti-dilution adjustments: If the average closing price of Southern Union common stock over the 20-day period ending on the third trading day prior to February 16, 2008 equals or exceeds $30.7625, 1.6254 shares; if the average closing price of Southern Union common stock over the same period is less than $30.7625 but greater than $24.61, a number of shares having a value, based on the average closing price, equal to $50: and if the average closing price of Southern Union common stock over the same period is less than or equal to $24.61, 2.0317 shares.
- [F2]The Reporting Person may also be deemed to own directly 30,742 shares of common stock and indirectly 1,159 shares owned by his wife and 65,655 shares by the Effie and Wofford Cain Foundation and 17,820 shares by the Directors Plan. The Reporting Person disclaims beneficial ownership of these shares and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or any other purpose.