Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - SOUTHERN UNION CO | ex99_1.htm |
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): November 5, 2009
SOUTHERN UNION COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
1-6407 |
75-0571592 |
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(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
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5444 Westheimer Road
Houston, Texas
(Address of principal executive offices) |
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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[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition
Item 7.01. Regulation FD Disclosure
Southern Union Company (the “Company”) issued a press release on November 5, 2009, reporting its 2009 third quarter results and confirming an investor call scheduled for 9 a.m. (ET) today to discuss those results. The Company is furnishing the press release,
attached as Exhibit 99.1, pursuant to Item 2.02 and Item 7.01.
The press release contains earnings guidance affirming expected financial performance for the year ending December 31, 2009. The earnings guidance presented in the press release 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 earnings release, the Company uses earnings before interest and taxes (EBIT) and adjusted EBIT as well as adjusted net operating revenues and adjusted net earnings; all non-GAAP financial measures, as performance measures to evaluate Company and 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 financial performance, financial position or cash flows 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 provides a full Regulation G reconciliation of the non-GAAP financial measures used to evaluate Company and segment performance in the earning release.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
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Press Release issued by Southern Union Company dated November 5, 2009.
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This 8-K includes forward-looking statements. Although the Company 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 the Company’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: November 5, 2009 |
By: |
/s/ Robert M. Kerrigan, III | |
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Robert M. Kerrigan, III | |||
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Vice President - Assistant General Counsel and Secretary | |||
EXHIBIT INDEX
Exhibit No. Description
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Press Release issued by Southern Union Company dated November 5, 2009. |