-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V+Edyhn8nph78rgTl/5P4lQInIlHE51R7IS0jXlEztNeZkwSsj4Z5gbQvZ5BpX6t Y6RhYR+FjDPQ/taHFVcd/g== 0000898822-97-000648.txt : 19970717 0000898822-97-000648.hdr.sgml : 19970717 ACCESSION NUMBER: 0000898822-97-000648 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970716 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKLYN UNION GAS CO CENTRAL INDEX KEY: 0000014525 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 110584613 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00722 FILM NUMBER: 97641358 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 DEFA14A 1 SCHEDULE 14A - DEFINITIVE ADDITIONAL MATERIALS SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [ ] Preliminary Proxy Statement [_] Confidential, for Use of the [ ] Definitive Proxy Statement Commission Only (as permitted by [X] Definitive Additional Materials Rule 14a-6(e)(2)) [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 THE BROOKLYN UNION GAS COMPANY (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------------------------------ (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies. ------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------- (4) Proposed maximum aggregate value of transactions: ------------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of this filing. (1) Amount Previously Paid: ------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------- FRONT BURNER [LOGO] PUBLIC RELATIONS BULLETIN FOR BROOKLYN UNION EMPLOYEES July 15, 1997 CLEARING UP CONFUSION OVER PROXY ISSUES A number of employees have raised questions and concerns over voting on the Brooklyn Union and LILCO combination. The following Q&A should clear up any confusion. Q: WHEN IS A NON-VOTE A "NO" VOTE? A: Shares of stock that employees own through the Employee Savings Plan (ESP) may technically be voted by the trustees. Brooklyn Union's ESP plan, however, gives employees the opportunity to vote those shares themselves. Approximately 80 percent of employees who are shareholders have purchased their shares through ESP plan. Only those ESP shares that are not voted by employees will be voted by the trustees. For shares of Brooklyn Union stock purchased through any means other than the ESP, a non-vote is a "no" vote. Confusion arose because the proxy statement and the plain language brochure both indicate that a non-vote is a "no" vote. If any employee does not vote his or her ESP shares, however, such shares will not be non-votes because the trustees will vote them. Q: WHY HAVE I RECEIVED EXTRA PROXY CARDS IN THE MAIL? A: It is standard practice amount publicly traded companies that, for important shareholder meetings like ours on August 7, companies often send out duplicate proxy cards in the event that originals were misplaced. Only one vote per individual shareholder is counted. Q: IS THERE SOMETHING I CAN READ OR SOMEONE I CAN ASK TO EXPLAIN THINGS TO ME RELATING TO THE COMBINATION WITH LILCO? A: Yes. All shareholders -- employee shareholders included -- will receive shortly a plain language brochure on the Brooklyn Union/LILCO combination entitled "Catell Live." Also, the company will offer a series of voluntary educational meetings between July 16 and 18 at a number of company locations that employees can attend. Presiding will be either Vince Enright, Jan Childress, Anne Jordan or Bob Wieczorek. See the reverse side for scheduling information. Dates, times and locations for the voluntary educational meetings are as follows: METROTECH Wednesday, July 16 2:30 - 3:30 p.m. Friday, July 18 10:30 - 11:30 a.m. STATEN ISLAND Friday, July 18 2:00 - 3:00 p.m. 3:00 - 4:00 p.m. GREENPOINT Thursday, July 17 7:00 - 8:00 a.m. 8:00 - 9:00 a.m. CANARSIE Friday, July 18 7:00 - 8:00 a.m. 8:00 - 9:00 a.m. CONEY ISLAND Friday, July 18 7:00 - 8:00 a.m. 8:00 - 9:00 a.m. SPRINGFIELD Thursday, July 17 7:00 - 8:00 a.m. 8:00 - 9:00 a.m. # # # EMPLOYEE COMMUNICATIONS PRESENTS "CATELL LIVE" VOTE! Call 1(800)853-9795 on Tuesday July 22 from 7:00 to 8:00 p.m. Bob Catell will be on the phone to answer your questions regarding the BU/LILCO combination! [Graphic of FILL OUT proxy card] AND RETURN YOUR PROXY CARD TODAY! COME TO A VOLUNTARY EDUCATIONAL MEETING TO LEARN MORE ABOUT THE NEW COMPANY AND WHAT IT MEANS TO YOU. MAKE AN METROTECH INFORMED CHOICE! Wednesday, July 16 2:30 to 3:30 p.m. Friday, July 18 10:30 to 11:30 a.m. STATEN ISLAND Friday, July 18 2:00 to 3:00 p.m. 3:00 to 4:00 p.m. GREENPOINT Thursday, July 17 7:00 to 8:00 a.m. 8:00 to 9:00 a.m. CANARSIE Friday, July 18 7:00 to 8:00 a.m. 8:00 to 9:00 a.m. CONEY ISLAND Friday, July 18 7:00 to 8:00 a.m. 8:00 to 9:00 a.m. SPRINGFIELD Thursday, July 17 7:00 to 8:00 a.m. 8:00 to 9:00 a.m. PLEASE CONTACT 1-888-MY-VIEWS IF YOU ARE UNABLE TO ATTEND AND WOULD LIKE TO VIEW THE VIDEO TAPE. BROOKLYN UNION [LOGO] -----END PRIVACY-ENHANCED MESSAGE-----