Southern Union Co - Current report filing (8-K)
April 28 2008 - 4:21PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D. C.
20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 28, 2008
SOUTHERN UNION
COMPANY
(Exact
name of registrant as specified in its charter)
Delaware
|
1-6407
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75-0571592
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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5444
Westheimer Road
Houston,
Texas
(Address
of principal executive offices)
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77056-5306
(Zip
Code)
|
Registrant's
telephone number, including area code: (713) 989-2000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 7.01 Regulation FD
Disclosure
On April
29, 2008 and April 30, 2008, Southern Union Company senior management will be
meeting with members of the investment community in New York,
NY. The presentation materials for the meetings are based on
the Company’s recently issued 2008 Outlook and focus on Company overview,
strategic initiatives, organic growth and value creation. In
particular, the presentation contains information with respect to 2008 earnings
guidance, projected pro forma EBITDA by business segment and projected capital
expenditures by segment with the expenditures broken out by growth and
maintenance capital.
The
Company is furnishing the presentation as Exhibit 99.1 hereto and has also made
the presentation materials available on its website at www.sug.com. The
presentation materials attached hereto under Item 7.01 shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such a filing.
In the
attached presentation, the Company uses pro forma earnings before interest,
taxes, depreciation and amortization (
EBITDA
), a non-GAAP financial
measure, as the performance measure to evaluate segment performance. As defined
in Regulation G, "Conditions for Use of Non-GAAP Financial Measures," a
non-GAAP financial measure is a numerical measure of a company's historical or
future performance, financial position or cash flow that excludes (includes)
amounts, or is subject to adjustments that have the effect of excluding
(including) amounts, that are included (excluded) in the most directly
comparable measure calculated and presented in accordance with generally
accepted accounting principles (
GAAP
).
The
Company defines EBITDA as net earnings (loss) available for common shareholders,
adjusted for: (i) items that do not impact earnings (loss) from continuing
operations, such as extraordinary items, discontinued operations and the impact
of accounting changes; (ii) income taxes; (iii) interest; (iv) depreciation; (v)
amortization and (vi) dividends on preferred stock. EBITDA may not be comparable
to measures used by other companies. Additionally, EBITDA should be considered
in conjunction with net earnings and other performance measures such as
operating income or operating cash flow.
ITEM 9.01. Financial Statements and
Exhibits.
(c) Exhibits.
Exhibit
No.
Exhibit
|
2008
Spring Investor Presentation
|
This 8-K
includes forward-looking statements. Although Southern Union believes that its
expectations are based on reasonable assumptions, it can give no assurance that
such assumptions will materialize. Important factors that could cause actual
results to differ materially from those in the forward-looking statements herein
are enumerated in Southern Union's Forms 10-K and 10-Q as filed with the
Securities and Exchange Commission. The Company assumes no obligation to
publicly update or revise any forward-looking statements made herein or any
other forward-looking statements made by the Company, whether as a result of new
information, future events, or otherwise.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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SOUTHERN UNION
COMPANY
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(Registrant)
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Date: April 28,
2008
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By:
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/s/ Robert M.
Kerrigan, III
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Robert
M. Kerrigan, III
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Vice
President - Assistant General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit
No.
Description
|
2008
Spring Investor Presentation
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