-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Me5Wd0fKez1W8jJLntF/K6edlhL2pIjwfys3TOIbYhcix5tn3seifrbsvRv7vNER vDvEiYpSDgcq4boUvDRWRA== 0000014525-94-000021.txt : 19941006 0000014525-94-000021.hdr.sgml : 19941006 ACCESSION NUMBER: 0000014525-94-000021 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941005 EFFECTIVENESS DATE: 19941005 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKLYN UNION GAS CO CENTRAL INDEX KEY: 0000014525 STANDARD INDUSTRIAL CLASSIFICATION: 4924 IRS NUMBER: 110584613 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-66182 FILM NUMBER: 94551698 BUSINESS ADDRESS: STREET 1: ONE METROTEC CENTER CITY: BROOKLYN STATE: NY ZIP: 11201 BUSINESS PHONE: 7184032000 MAIL ADDRESS: STREET 1: ONE METROTEC CENTER CITY: BROOKLYN STATE: NY ZIP: 11201 S-8 POS 1 AMENDED DISCOUNT STOCK PURCH PLAN Registration No. 33-66182 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE BROOKLYN UNION GAS COMPANY (Exact Name of Registrant as Specified in its Charter) New York 11-0584613 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One MetroTech Center, Brooklyn, New York 11201-3850 (718) 403-2000 (Address of principal executive offices) THE BROOKLYN UNION GAS COMPANY DISCOUNT STOCK PURCHASE PLAN FOR EMPLOYEES (Full title of the Plan) R.R. Wieczorek, Vice President, Secretary & Treasurer One MetroTech Center, Brooklyn, New York 11201-3851 (718) 403-2000 (Name, Address, including zip code, and telephone number, including area code, of agent for service) The contents of The Brooklyn Union Gas Company's Registration Statements on Form S-8 (Registration Nos. 33-29898 and 33-66182) are incorporated herein by reference. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 30, 1994. THE BROOKLYN UNION GAS COMPANY By:_____________________________________ Robert B. Catell, President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated on September 30, 1994. Signature Title (Robert B. Catell) President, Chief Executive Officer and Director (Vincent D. Enright) Senior Vice President and Chief Financial Officer (Richard M. Desmond) Vice President, Comptroller and Chief Accounting Officer (Edward D. Miller) Director (Kenneth I. Chenault) Director (Andrea S. Christensen) Director (Donald H. Elliott) Director (Alan H. Fishman) Director (Richardson Pratt, Jr.) Director (James Q. Riordan) Director signed by Attorney-in-Fact (Richard M. Desmond) Attorney-in-Fact The Plan. Pursuant to the requirements of the Securities Act of 1933, the administrator of the Plan has duly caused this Post- Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 30, 1994. THE BROOKLYN UNION GAS COMPANY DISCOUNT STOCK PURCHASE PLAN FOR EMPLOYEES By: The Brooklyn Union Gas Company, Administrator By /s/ Robert R. Wieczorek Robert R. Wieczorek, Vice President, Secretary & Treasurer PAGE INDEX TO EXHIBITS (4) Instruments defining the rights of security holders, including indentures: II-4 (a) Articles of incorporation and by-laws: (i)By-laws of the Company, dated April 26, 1989, incorporated by reference from Exhibit 4(b)(i) to Form S-8 Registration Statement No. 33-29898, as amended July 27, 1994 (ii)Restated Certificate of Incorporation of the Company, filed August 1, 1989, as amended, incorporated by reference from Exhibit 4(a) to Form S-3 Registration II-5 Statement No. 33-50249. (b)(i)The Brooklyn Union Gas Company Discount Stock Purchase Plan for Employees, as amended June 24, 1987 (the "Plan"), incorporated by reference from Exhibit 4(c) to Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-29898. (ii)First Amendment to the Plan, dated as of October 1, 1994 (5) Opinion re legality: Opinion of Messrs. Cullen and Dykman, incorporated by reference from Exhibit 5 to Form S-8 Registration Statement No. 33-66182. (15) Letter re unaudited interim financial information . . . . II-6 (24) Consents of experts and counsel: (a) Consent of Arthur Andersen L.L.P. . . . . . . . . . . . . II-7 (b) Consent of Messrs. Cullen and Dykman. . . . . . . . . . . II-8 (25) Powers of attorney, incorporated by reference from Form S-8 Registration Statement No. 33-66182. Exhibit 4(a)(i) AMENDMENT TO THE BROOKLYN UNION GAS COMPANY BY-LAWS Amendment dated July 27, 1994 to By-Laws dated April 26, 1989 Article V, Section 4 of the By-Laws of The Brooklyn Union Gas Company (the "Company") is hereby amended by deleting the sentence "An Assistant Secretary, in the absence or disability of the Secretary, shall perform his duties and such other duties as may be assigned to him." and adding the sentence "In the absence or disability of the Secretary, an Assistant Secretary or any Vice President shall perform his duties and such other duties as may be assigned to him." Article V, Section 5 of the By-Laws of the Company is hereby amended by deleting the sentence "In the absence or disability of the Treasurer and Assistant Treasurers, the Chairman, the President, a Vice President, the Secretary or an Assistant Secretary shall sign all checks, drafts or orders for the payment of money." and adding the sentence "In the absence or disability of the Treasurer and Assistant Treasurers, any Vice President shall perform his duties and such other duties as may be assigned to him." II-4 Exhibit 4(b)(ii) FIRST AMENDMENT TO THE BROOKLYN UNION GAS COMPANY DISCOUNT STOCK PURCHASE PLAN FOR EMPLOYEES Amendment dated as of October 1, 1994 to Plan as amended June 24, 1987 Section 1(d) of the Discount Plan is hereby deleted in its entirety and the following substituted therefor: (d) "Employee" means any person employed by the Company (including any person on approved leave of absence), except a person who: (i) Has not been employed for at least 3 months as of the beginning of a Purchase Period; or (ii) Is regularly employed for less than 20 hours per week; or (iii)Is regularly employed for less than 5 months in any calendar year; or (iv) Is a director and not also an Employee as defined above. II-5 Exhibit 15 September 30, 1994 The Brooklyn Union Gas Company One MetroTech Center Brooklyn, New York 11201 Gentlemen: We are aware that The Brooklyn Union Gas Company has incorporated by reference in its Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 dated September 30, 1994, its Forms 10-Q for the quarter ended December 31, 1993, the quarter ended March 31, 1994 and the quarter ended June 30, 1994, which includes our reports dated January 25, 1994, April 27, 1994 and July 26, 1994, respectively, covering the unaudited interim consolidated financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933, that report is not considered a part of the Registration Statement prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. Very truly yours, ARTHUR ANDERSEN L.L.P. II-6 Exhibit 24(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement of our reports dated October 26, 1993 included and incorporated by reference in the Company's Form 10-K for the year ended September 30, 1993 and to all references to our firm included in this Registration Statement. ARTHUR ANDERSEN L.L.P. New York, New York September 30, 1994 II-7 Exhibit 24(b) CONSENT OF COUNSEL We hereby consent to the reference to our firm under the caption "Legal Opinions" in the Prospectus constituting a part of this Post-Effective Amendment No. 1 to the Registration Statement of The Brooklyn Union Gas Company Discount Stock Purchase Plan for Employees, to be filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended (the "Act"), for the registration of shares of Common Stock, $.33 1/3 par value. In giving this consent, we do not admit that we are experts with respect to any part of such Registration Statement within the meaning of the term "expert" as used in the rules and regulations of the Securities and Exchange Commission under the Act or that we come within the category of persons whose consent is required under Section 7 of the Act. CULLEN AND DYKMAN Brooklyn, New York September 30, 1994 II-8 -----END PRIVACY-ENHANCED MESSAGE-----