-----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, dp8ARztMDC6RE7AbKil95xrkEoAYpJha9TqfU80bMdQqoQmFquQ0bdUe/AJdZoNz BeLWftoE/mjZtE1OPOwycw== 0000950130-95-000089.txt : 19950607 0000950130-95-000089.hdr.sgml : 19950607 ACCESSION NUMBER: 0000950130-95-000089 CONFORMED SUBMISSION TYPE: S-3DPOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950123 EFFECTIVENESS DATE: 19950123 SROS: NASD 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: S-3DPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-61282 FILM NUMBER: 95502362 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-3DPOS 1 POST-EFFECTIVE AMENDMENT NO. 1 Registration No. 33-61282 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 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 and telephone number of registrant's principal executive offices) 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) Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. X - If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ____ T H E B R O O K L Y N U N I O N G A S C O M P A N Y DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN 897,929 SHARES OF COMMON STOCK ($.33 1/3 Par Value) __________________________________ The Dividend Reinvestment and Stock Purchase Plan (formerly the Automatic Dividend Reinvestment and Stock Purchase Plan) (the "Plan") of The Brooklyn Union Gas Company (the "Company") provides individuals who are customers of the Company and holders of shares of its Common and Preferred Stock and its Registered Bonds with a simple and convenient method of purchasing shares of Common Stock without payment of any brokerage commission or service charge. Any holder of record of shares of Common and/or Preferred Stock and any Registered Bondholder is eligible to join the Plan. In addition, any individual who is a customer of the Company (as the term "customer" is defined in the Plan) may enroll in the Plan by making an initial cash investment. This Prospectus reflects amendments to the Plan, which are effective as of February 1, 1995. See "Recent Amendments to the Plan." No action is required of current participants to continue their participation in the Plan. Current participants in the Plan may (subject to certain limitations described herein) obtain additional shares of Common Stock by: - reinvesting cash dividends and/or interest payments on all their shares of Common and/or Preferred Stock and/or Registered Bonds automatically, or - reinvesting cash dividends and/or interest payments on part of their shares of Common and/or Preferred Stock and/or Registered Bonds automatically while continuing to receive cash dividends and/or interest payments on their remaining shares and/or bonds, or - making optional cash payments of not less than $25 each up to a maximum of $100,000 per year, or - reinvesting cash dividends and/or interest payments on all or a part of their shares of Common and/or Preferred Stock and/or Registered Bonds automatically and making such optional cash payments. A non-shareholder who is an individual and who also is a customer of the Company may apply for enrollment in the Plan after being furnished a Plan Prospectus by completing and returning an Enrollment Form together with a check in the amount of not less than $250 nor more than $100,000 made payable to "The Brooklyn Union Gas Company." The purchase price will be the average of the high and low sales prices for the Company's Common Stock as reported by the New York Stock Exchange -- Composite Transactions Tape on the last day of each month (see Question 19). This Prospectus relates to the 897,929 shares of Common Stock of the Company previously registered for purchase under the Plan pursuant to the Registration Statement of which this Prospectus is a part. It is suggested that this Prospectus be retained for future reference. The Common Stock offered hereby will on issuance be listed on the New York Stock Exchange. The issuance of Common Stock under the Plan in addition to those covered by this Prospectus is subject to the approval of the Public Service Commission of the State of New York. __________________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is January 23, 1995. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the following Regional Offices: 7 World Trade Center, Suite 1300, New York, New York 10048; and Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, at prescribed rates. Such reports, proxy statements and other information concerning the Company can also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, where shares of the Company's Common Stock are listed. This Prospectus does not contain all information set forth in the Registration Statement and Exhibits thereto which the Company has filed with the Commission under the Securities Act of 1933, and to which reference is hereby made. _____________________ INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company incorporates in this Prospectus by reference the following documents which have heretofore been filed with the Securities and Exchange Commission (File No. 1-722): (a) Annual Report on Form 10-K for the year ended September 30, 1994. (b) Proxy Statement dated December 29, 1994, for the Annual Meeting of Shareholders to be held on February 2, 1995. All reports and documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof and prior to the termination of the offering of the Common Stock covered by this Prospectus, shall be deemed to be incorporated herein by reference and to be part hereof from the date of filing of such documents. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated herein by reference, other than exhibits to such documents unless they are specifically incorporated by reference into such documents. Written requests should be sent to the Company's Investor Services, One MetroTech Center, Brooklyn, New York 11201-3850. -2- THE COMPANY The Brooklyn Union Gas Company (the "Company") was incorporated in the State of New York in 1895 as a combination of existing companies, the first of which was granted a franchise in 1849. The Company primarily is a natural gas distribution company with diversified businesses in gas exploration and development, gas pipelines and the development of large- capacity gas cogeneration projects. The Company distributes natural gas to 1,122,000 accounts (approximately 1,082,000 of which were residential) in the Boroughs of Brooklyn, Staten Island and two-thirds of the Borough of Queens, a service area of 187 square miles in the City of New York. The population of the territory served is approximately 4,000,000. The Company is subject to the regulatory jurisdiction of the New York State Public Service Commission. The mailing address of the Company's executive offices is One MetroTech Center, Brooklyn, New York 11201-3850 and the Company's telephone number is (718) 403-2000. The Company's business is influenced by seasonal weather conditions. Annual revenues are substantially realized during the heating season (November 1 to April 30) as a result of the large proportion of heating sales, primarily residential, compared to total sales. Accordingly, results of operations historically are most favorable in the second quarter (the three months ended March 31) of the Company's fiscal year, with results of operations being next most favorable in the first quarter. Results for the third quarter are marginally unprofitable, and losses are incurred in the fourth quarter. The effect on utility earnings caused by abnormal weather during the heating season is largely offset by the Weather Normalization Adjustment contained in the Company's tariff. Also, results of operations are affected by the timing and amounts of approved rate changes. In fiscal 1994, revenues were derived as follows: 76% residential, 13% commercial, 8% governmental and 3% industrial. The Company has attained or exceeded the allowed rate of return on utility common equity for 15 out of the past 16 years. _____________________ RECENT AMENDMENTS TO THE PLAN The Company has amended the Plan, effective as of February 1, 1995, as follows: (1) to change the name of the Plan to "Dividend Reinvestment and Stock Purchase Plan"; (2) to allow non-shareholders who are customers of the Company to enroll in the Plan by making an initial cash investment of not less than $250 nor more than $100,000 to purchase Common Stock under the terms of the Plan; and (3) to provide that, after initial enrollment in the Plan, a participant's optional cash payments for purchases of Common Stock must be at least $25 and -3- cannot exceed $100,000 annually, including an initial cash investment (if any). Other than the foregoing, there have been no other amendments to the Plan since the Prospectus dated April 15, 1993. DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN The following is a question and answer statement of the Dividend Reinvestment and Stock Purchase Plan (the "Plan") of The Brooklyn Union Gas Company (the "Company"). DEFINITION 1. What is the Plan? The Plan provides that holders of the Company's Common and/or Preferred Stock and Registered Bonds can reinvest all or less than all their cash dividends, interest payments and/or all of their optional cash payments in newly issued shares of Common Stock of the Company. The Plan also provides that individuals who are customers of the Company (as described in Question 9) may become shareholders of the Company's Common Stock by making an initial cash investment under the terms set forth in this Prospectus. The Company, however, reserves the right to limit the amount of a participant's initial investment or reinvestment if it determines that the investment or reinvestment of the designated amount may jeopardize the Plan or the rights of other participants thereunder. The following questions and answers explain how Common and/or Preferred shareholders may have their Common and/or Preferred cash dividends, and Registered Bondholders their interest payments, reinvested in shares of Common Stock and how they, as well as individuals who are also customers of the Company, may also purchase shares of Common Stock for cash. PURPOSE 2. What is the purpose of the Plan? The Plan offers the holders of Common and/or Preferred Stock and/or Registered Bonds of the Company a convenient and non-shareholders who are individuals and who are also customers of the Company a simple and convenient method of purchasing shares of the Company's Common Stock (par value $.33 1/3 per share) without payment of brokerage commissions or service charges, and an automatic method for investing (subject to certain limitations described in Questions 1 and 3) all or less than all their Common and/or Preferred dividends, interest payments and/or optional cash payments in shares of the Company's Common -4- Stock at no cost to Plan participants. The Company will use the cash received from the sale of the Common Stock for its continuing construction program and for general corporate purposes. See "Use of Proceeds and Construction Program." ADVANTAGES 3. What are some of the advantages of the Plan? The Plan provides Common and/or Preferred shareholders and Registered Bondholders with a convenient, systematic method of purchasing shares of the Company's Common Stock. Subject to certain limitations described below, participants in the Plan may (a) have cash dividends and/or interest payments on all their shares of Common and/or Preferred Stock and/or Registered Bonds automatically reinvested, or (b) have cash dividends and/or interest payments on less than all their shares of Common and/or Preferred Stock and/or Registered Bonds automatically reinvested and continue to receive cash dividends and/or interest payments on the remaining shares of Common and/or Preferred Stock and/or Registered Bonds registered in their names, or (c) invest by making optional cash payments of not less than $25 each up to a maximum of $100,000 per year, including an initial cash investment (if any), or (d) invest all or less than all their Common and/or Preferred cash dividends and/or Registered Bond interest payments and any such optional cash payments (see Questions 15 --- through 18). Non-shareholders who are individuals and who are also customers of the Company may enroll in the Plan by making an initial cash investment of at least $250 up to a maximum of $100,000 to purchase Common Stock under the terms of the Plan. The Company reserves the right to limit the amount of a participant's investment or reinvestment if it determines that investment or reinvestment of the designated amount may jeopardize the Plan or the rights of other participants thereunder. The Plan provides for the purchase of fractional shares of Common Stock. The Plan offers simplified recordkeeping and provides participants with a means of avoiding the cumbersome safekeeping of certificates for the shares of Common Stock credited to their accounts under the Plan. Brokerage commissions, if any, bank charges and other costs are paid by the Company in connection with all purchases of shares of Common Stock under the Plan. ADMINISTRATION 4. Who administers the Plan for participants? The Company administers the Plan for participants, maintains records, sends statements of participants' accounts and performs other clerical and ministerial duties relating to the Plan. Shares of Common Stock purchased and held for participants under the Plan will be registered in the name of a nominee(s) for participants in the Plan. The Company has also appointed Chemical Bank as independent agent on behalf of the Plan (the "Plan Agent"). The Plan Agent is responsible for holding funds of participants, which are received by the Company -5- and transmitted promptly to the Plan Agent, in a segregated escrow account for the benefit of the participants. The Plan Agent then effects purchases of shares from the Company pursuant to the terms of the Plan. Should it ever become necessary or desirable to replace the Company as administrator, or to replace the Plan Agent, a successor would be appointed. PARTICIPATION 5. Who is eligible to participate? All holders of record of shares of Common and/or Preferred Stock and/or Registered Bonds are eligible to participate in the Plan. In order to be eligible to participate, beneficial owners of shares of Common and/or Preferred Stock and/or Registered Bonds of the Company whose shares or bonds are registered in names other than their own (e.g., in the name of a broker or bank nominee) must become shareholders and/or bondholders of record by having their shares and/or bonds transferred into their names. Non-shareholders who are individuals and who are also customers of the Company (as described in Question 9) are also eligible to participate in the Plan. 6. How does an eligible current shareholder or bondholder participate? To participate, current shareholders must complete and sign an Authorization Form provided by the Company and send it to the Company's Investor Services, One MetroTech Center, Brooklyn, New York 11201-3850. Bondholders must send an Authorization Form directly to the bond trustee in charge of their accounts, as designated on their bonds and in correspondence from the bond trustee. This form will be provided by Investor Services at any time upon written request. 7. When may a current shareholder or bondholder join the Plan? Eligible current shareholders or bondholders may join the Plan at any time. For full and/or partial dividend or interest reinvestment, if the Authorization Form is received by the Company or the bond trustee on or before the record date for the payment of the next dividend or interest payment (approximately 25 to 30 days in advance of the payment date), such dividend or interest payment as designated will be invested in shares of Common Stock for the applicant's Plan account. If the Authorization Form is received in the period between any dividend or interest payment record date and payment date, that dividend or interest payment will be paid in cash and the shareholder's or bondholder's initial dividend or interest reinvestment will be delayed until the following dividend or interest payment. 8. What does the Authorization Form provide? The Authorization Form directs the Company to reinvest all or less than all of the -6- participant's quarterly cash dividends or semi-annual interest payments on the shares or bonds registered in the participant's own name as well as those shares of Common Stock held for the participant in the Plan. The Company reserves the right to limit the amount of a participant's reinvestment if it determines that reinvestment of the designated amount may jeopardize the Plan or the rights of other participants thereunder. It also appoints the Plan Agent as agent for the participant and directs the Plan Agent to apply such dividends and/or interest payments, as designated, and any optional cash payments the shareholder or bondholder might make as a participant that have been transmitted to the Plan Agent, to the purchase of shares of the Company's Common Stock in accordance with the terms and conditions of the Plan. If the "Optional Cash Purchases Only" box on the Authorization Form is checked, the Company will continue to pay cash dividends and/or interest payments to the participant on shares or bonds registered in the participant's name in the usual manner, but the Company will apply any optional cash payments received and dividends on shares of Common Stock credited to the participant's Plan account to the purchase of shares of Common Stock under the Plan. 9. Who are non-shareholder customers of the Company who are eligible to join the Plan? Any individual who is a bona fide resident of the State of New York who has an account with the Company to be supplied natural gas for cooking, water heating or space heating, or any individual who is a bona fide resident of a dwelling unit in the Company's service territory that is supplied with natural gas, is eligible to apply for enrollment in the Plan. No corporations or other business entities are eligible to apply for participation in the Plan based upon being a customer of the Company. 10. How does a non-shareholder who is a customer of the Company join the Plan? After being furnished with the Plan Prospectus and an Enrollment Form from the Company (see Question 39), an individual who is also a customer of the Company may apply for enrollment in the Plan by completing and returning the Enrollment Form to Investor Services, together with a check in an amount not less than $250 nor more than $100,000, made payable to "The Brooklyn Union Gas Company." 11. What does the Enrollment Form provide? The Enrollment Form requires an individual non-shareholder customer to certify that he or she is a bona fide New York State resident and either an account holder of the Company or a bona fide resident of a dwelling unit that is located in the Company's service territory. The Company reserves the right to require that any individual applicant for enrollment provide additional proof of the applicant's bona fide residence in the Company's service territory. The Enrollment Form also requires such non-shareholder customers to decide the amount of the initial investment (which must be at least $250), which will be used by the Plan -7- Agent to purchase full and fractional shares of the Company's Common Stock. All cash dividends credited to Plan accounts will be fully reinvested and used to purchase shares of Common Stock, until the Company is notified to deliver a certificate registered in the participant's name for any full shares credited to the Plan account. (See Question 23). 12. When may a non-shareholder who is a customer of the Company join the Plan? A non-shareholder who is a customer of the Company may join the Plan at any time. However, non-shareholder customers applying for enrollment should review Question 17 relating to optional cash payments to determine when the Enrollment Form, and an accompanying check, must be received by the Company in order for such persons to be entitled to receive specific quarterly dividends on the shares of Common Stock purchased with the investment. COSTS 13. Are there any expenses to participants in connection with purchases under the Plan? In general, all costs relating to administration of the Plan are paid by the Company. However, if a participant requests that the Company arrange for the sale of some or all of such participant's shares of Common Stock held in the Plan, all related brokerage commissions and other charges shall be deducted from the proceeds of the sale. In addition, the Company reserves the right to pass on to participants expenses relating to the issuance of certificates for shares of Common Stock purchased under the Plan. See Questions 23 and 25. SOURCE OF SHARES 14. What is the source of shares of Common Stock purchased under the Plan? Shares of Common Stock purchased under the Plan will be authorized and unissued shares or Treasury Shares. OPTIONAL CASH PAYMENTS 15. How do the cash payment options operate? Optional cash payments (i.e., payments of cash for investment in Common Stock OTHER THAN initial cash investments of non-shareholder ---------- customers) can be made at any time and will be applied by the Plan Agent monthly, on the first business day of the month, to the purchase of shares of Common Stock for the participant's account. -8- Unless a participant has checked the "Optional Cash Purchases Only" box on the Authorization Form, on each dividend and/or interest payment date the Company will apply the designated cash dividends or interest payments on shares or bonds registered in the participant's name and any optional cash payments received five (5) business days prior to such date to the purchase of shares of Common Stock for the account of such participant. If, however, a participant has checked the "Optional Cash Purchases Only" box on the Authorization Form, on each dividend and/or interest payment date, the Company will pay cash dividends or interest payments on shares or bonds registered in the participant's name to the participant in the usual manner. In ALL cases dividends payable on shares of Common Stock --- credited to the account of the participant under the Plan will be reinvested by the Plan Agent in shares of Common Stock. 16. How are optional cash payments made? A current Plan participant may make optional cash payments of not less than $25 nor more than $100,000 per year, including an initial cash investment (if any), for the purchase of shares of Common Stock. There is neither an obligation to make an optional cash payment in each or any month nor must the participant invest the same amount in each month. However, if an optional cash payment is made, the minimum amount which will be accepted is $25. An optional cash payment of less than $25, or any excess over $100,000, including an initial cash investment (if any), made during a year, will be returned to the participant. An optional cash payment may be made by a current shareholder or bondholder when enrolling by enclosing a check with the Authorization Form. Thereafter, optional cash payments may be made through the use of cash payment forms sent to participants with their statements. Checks for optional cash payments must be made payable to "The Brooklyn Union Gas Company" and mailed to The Brooklyn Union Gas Company, P.O. Box No. 02-9116, Brooklyn, NY 11202-9116. 17. When will optional cash payments be invested? Optional cash payments (as well as initial investments from non- shareholders who are customers of the Company) received by the Company will be invested by the Plan Agent on the first business day of each month. Optional cash payments (and non-shareholder customer -9- initial investments) should be mailed to reach the Company at least five business days prior to the first business day of the month. No interest will be paid by the Plan Agent on such funds. Any optional cash payment will be refunded if a written request for such refund is received by the Company more than five business days before the first business day of the month. PURCHASES 18. How many shares of Common Stock will be purchased for participants? The number of shares of Common Stock to be purchased depends on the amount of the participant's dividend and/or interest payment which is designated, optional cash payments, or both, and the price of the Common Stock (see Question 19). Each participant's account will be credited with that number of shares of Common Stock, including fractions computed to three decimal places, equal to the total amount to be invested divided by the purchase price. The Company reserves the right to limit the amount of a participant's reinvestment if it determines that reinvestment of the designated amount may jeopardize the Plan or the rights of other participants thereunder. THE PLAN DOES NOT ALLOW PARTICIPANTS TO SPECIFY THE NUMBER OF SHARES TO BE PURCHASED WITH THEIR REINVESTED DIVIDENDS OR OPTIONAL CASH PAYMENTS NOR DOES IT ALLOW NON-SHAREHOLDERS TO SPECIFY THE NUMBER OF SHARES TO BE PURCHASED WITH THEIR INITIAL CASH INVESTMENTS. 19. What will be the price of Common Stock purchased under the Plan? The price of shares of Common Stock purchased under the Plan will be the average of the high and low sales prices for such shares as reported by the New York Stock Exchange -- Composite Transactions Tape on the last day of the month (or the next preceding day on which shares are traded if no shares are traded on the last day of the month). HOW THE PLAN WORKS ------------------ THE OPERATION OF THE PLAN IS ILLUSTRATED AS FOLLOWS: COMMON SHAREHOLDER ------------------ ON OCTOBER 11, 1994, COMMON SHAREHOLDER A, THE OWNER OF 100 SHARES OF THE COMPANY'S COMMON STOCK, WAS ENTITLED TO AN AGGREGATE DIVIDEND OF $33.75 AS DECLARED BY THE BOARD OF DIRECTORS ON SEPTEMBER 28, 1994. HAD -10- SHAREHOLDER A BEEN A PARTICIPANT IN THIS PLAN DESIGNATING ALL 100 SHARES FOR PARTICIPATION, THIS DIVIDEND WOULD HAVE BEEN REINVESTED FOR SHAREHOLDER A IN THE PURCHASE OF ADDITIONAL SHARES OF THE COMPANY'S COMMON STOCK. THE AVERAGE PRICE ON THE LAST BUSINESS DAY OF THE MONTH (OCTOBER 31, 1994) OF $23.2500 WOULD HAVE BEEN USED TO DETERMINE THE NUMBER OF SHARES. THE NUMBER OF SHARES PURCHASED FOR SHAREHOLDER A WOULD HAVE BEEN 1.452 WHICH WAS ARRIVED AT BY DIVIDING THE AVERAGE PRICE PER SHARE ($23.2500) INTO THE TOTAL DIVIDEND ($33.75). ABOUT TWO WEEKS AFTER NOVEMBER 1, 1994, SHAREHOLDER A WOULD HAVE RECEIVED FROM THE COMPANY A STATEMENT REFLECTING THE ABOVE TRANSACTION AND SHOWING THAT SHAREHOLDER A OWNED 101.452 SHARES OF COMMON STOCK, 100 IN A'S NAME AND 1.452 HELD FOR A BY THE COMPANY UNDER THE PLAN. HAD SHAREHOLDER A ALSO MADE AN OPTIONAL CASH PAYMENT OF $300.00, SHAREHOLDER A WOULD HAVE HAD AVAILABLE FOR INVESTMENT ON NOVEMBER 1, 1994 $333.75. THIS SUM WOULD HAVE PURCHASED 14.355 SHARES OF COMMON STOCK WHICH WOULD HAVE BEEN CREDITED TO A'S ACCOUNT. IF SHAREHOLDER A HAD DECIDED TO INVEST $300.00 IN NOVEMBER, 1994 AND HAD ELECTED TO PARTICIPATE UNDER THE "OPTIONAL CASH PUR-CHASES ONLY" FEATURE, SHAREHOLDER A WOULD HAVE RECEIVED A CHECK FOR THE DIVIDEND OF $33.75. THE OPTIONAL CASH PAYMENT OF $300.00 WOULD HAVE PURCHASED SHAREHOLDER A 12.903 SHARES WHICH WOULD HAVE BEEN CREDITED TO A'S ACCOUNT IN THE SAME MANNER AS PREVIOUSLY DESCRIBED ABOVE. PREFERRED SHAREHOLDER --------------------- ON NOVEMBER 7, 1994, SHAREHOLDER B, THE OWNER OF 50 SHARES OF $100 PAR VALUE, CUMULATIVE PREFERRED STOCK, 4.60% SERIES B, WAS ENTITLED TO AN AGGREGATE DIVIDEND OF $57.50 AS DECLARED BY THE BOARD OF DIRECTORS ON OCTOBER 26, 1994. HAD SHAREHOLDER B BEEN A PARTICIPANT IN THIS PLAN DESIGNATING ALL 50 SHARES OF PREFERRED STOCK FOR PARTICIPATION, THIS DIVIDEND WOULD HAVE BEEN INVESTED FOR SHAREHOLDER B IN THE PURCHASE OF SHARES OF THE COMPANY'S COMMON STOCK. THE AVERAGE PRICE OF THE COMMON STOCK ON THE LAST DAY OF THE MONTH PRIOR TO THE PREFERRED DIVIDEND PAYMENT DATE (NOVEMBER 30, 1994, THE PREFERRED DIVIDEND PAYMENT DATE BEING DECEMBER 1, 1994) WOULD HAVE BEEN USED TO DETERMINE THE NUMBER OF SHARES -11- OF COMMON STOCK PURCHASED WITH THE PREFERRED DIVIDEND. THE NUMBER OF SHARES OF COMMON STOCK PURCHASED FOR SHAREHOLDER B WOULD HAVE BEEN 2.584 WHICH WAS ARRIVED AT BY DIVIDING THE AVERAGE PRICE PER SHARE OF THE COMMON STOCK ($22.2500) INTO THE TOTAL PREFERRED DIVIDEND ($57.50). ABOUT TWO WEEKS AFTER DECEMBER 1, 1994 SHAREHOLDER B WOULD HAVE RECEIVED FROM THE COMPANY A STATEMENT REFLECTING THE ABOVE TRANSACTION AND SHOWING THAT SHAREHOLDER B OWNED 2.584 SHARES OF COMMON STOCK HELD FOR SHAREHOLDER B BY THE COMPANY UNDER THE PLAN. HAD SHAREHOLDER B ALSO MADE AN OPTIONAL CASH PAYMENT OF $300.00, SHAREHOLDER B WOULD HAVE HAD AVAILABLE FOR INVESTMENT ON DECEMBER 1, 1994 $357.50. THIS SUM WOULD HAVE PURCHASED 16.067 SHARES OF COMMON STOCK WHICH WOULD HAVE BEEN CREDITED TO B'S ACCOUNT. IF SHAREHOLDER B HAD DECIDED TO INVEST $300.00 IN DECEMBER, 1994 AND HAD ELECTED TO PARTICIPATE UNDER THE "OPTIONAL CASH PUR-CHASES ONLY" FEATURE, SHAREHOLDER B WOULD HAVE RECEIVED A CHECK FOR THE DIVIDEND OF $57.50 ON B'S PREFERRED SHARES. THE OPTIONAL CASH PAYMENT OF $300.00 WOULD HAVE PURCHASED SHAREHOLDER B 13.483 SHARES OF COMMON STOCK WHICH WOULD HAVE BEEN CREDITED TO B'S ACCOUNT IN THE SAME MANNER AS PREVIOUSLY DESCRIBED ABOVE. REGISTERED BONDHOLDER --------------------- ON NOVEMBER 15, 1994, BONDHOLDER C, THE REGISTERED OWNER OF 10 OF THE COMPANY'S TAX EXEMPT BONDS, 9% SERIES 1985 A, ISSUED BY THE NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY, WAS ENTITLED TO AN INTEREST PAYMENT OF $2,250 AS SET FORTH IN THE GOVERNING INDENTURE. HAD BONDHOLDER C BEEN A PARTICIPANT IN THIS PLAN DESIGNATING ALL 10 REGISTERED BONDS FOR PARTICIPATION, THIS INTEREST PAYMENT WOULD HAVE BEEN INVESTED FOR BONDHOLDER C IN THE PURCHASE OF SHARES OF THE COMPANY'S COMMON STOCK. THE AVERAGE PRICE OF THE COMMON STOCK ON THE LAST BUSINESS DAY OF NOVEMBER, 1994 WOULD HAVE BEEN USED TO DETERMINE THE NUMBER OF SHARES OF COMMON STOCK PURCHASED WITH THE INTEREST PAYMENT. THE NUMBER OF SHARES OF COMMON STOCK PURCHASED FOR BONDHOLDER C WOULD HAVE BEEN 101.124 WHICH WAS ARRIVED AT BY DIVIDING THE AVERAGE PRICE PER SHARE OF THE COMMON STOCK ($22.2500) INTO THE TOTAL INTEREST PAYMENT ($2,250.00). ABOUT TWO WEEKS AFTER DECEMBER 1, 1994 BONDHOLDER C WOULD HAVE RECEIVED FROM THE COMPANY A -12- STATEMENT REFLECTING THE ABOVE TRANSACTION AND SHOWING THAT BONDHOLDER C OWNED 101.124 SHARES OF COMMON STOCK HELD FOR BONDHOLDER C BY THE COMPANY UNDER THE PLAN. HAD BONDHOLDER C ALSO MADE AN OPTIONAL CASH PAYMENT OF $300.00, BONDHOLDER C WOULD HAVE HAD AVAILABLE FOR INVESTMENT ON DECEMBER 1, 1994 $2,550.00. THIS SUM WOULD HAVE PURCHASED 114.607 SHARES OF COMMON STOCK WHICH WOULD HAVE BEEN CREDITED TO C'S ACCOUNT. IF BONDHOLDER C HAD DECIDED TO INVEST $300.00 IN DECEMBER, 1994 AND HAD ELECTED TO PARTICIPATE UNDER THE "OPTIONAL CASH PURCHASES ONLY" FEATURE, BONDHOLDER C WOULD HAVE RECEIVED A CHECK FOR THE INTEREST PAYMENT OF $2,250.00 ON C'S BONDS. THE OPTIONAL CASH PAYMENT OF $300.00 WOULD HAVE PURCHASED BONDHOLDER C 13.483 SHARES OF COMMON STOCK WHICH WOULD HAVE BEEN CREDITED TO C'S ACCOUNT IN THE SAME MANNER AS PREVIOUSLY DESCRIBED ABOVE. NON-SHAREHOLDER CUSTOMERS CUSTOMER D ENROLLS IN THE PLAN BY SUBMITTING AN ENROLLMENT FORM THAT WAS RECEIVED BY THE COMPANY ON MARCH 15, 1995, ALONG WITH A CHECK IN THE AMOUNT OF $300.00. CUSTOMER D THUS HAS $300.00 AVAILABLE FOR INVESTMENT ON APRIL 1, 1995. THE AVERAGE PRICE ON THE LAST BUSINESS DAY OF THE MONTH (MARCH 31, 1995) WILL BE USED TO DETERMINE THE NUMBER OF SHARES. IF FOR PURPOSES OF THIS EXAMPLE ONLY IT IS ASSUMED THAT THE AVERAGE PRICE ------------------------------------ PER SHARE ON THAT DATE WILL BE $25.375 PER SHARE, THE NUMBER OF SHARES THAT WILL BE PURCHASED FOR CUSTOMER D WILL BE 11.823 WHICH WAS ARRIVED AT BY DIVIDING THE AVERAGE PRICE PER SHARE ($25.375) INTO THE TOTAL INVESTMENT ($300.00). ABOUT TWO WEEKS AFTER APRIL 1, 1995, CUSTOMER D WILL RECEIVE FROM THE COMPANY A STATEMENT REFLECTING THE ABOVE TRANSACTION AND SHOWING THAT CUSTOMER D OWNS 11.823 SHARES OF COMMON STOCK HELD FOR D BY THE COMPANY UNDER THE PLAN. AFTER THE INITIAL INVESTMENT, BECAUSE ALL SHARES OWNED BY CUSTOMER D ARE CREDITED TO D'S PLAN ACCOUNT, ALL DIVIDENDS PAYABLE ON THOSE SHARES WILL BE REINVESTED IN SHARES OF COMMON STOCK. (SEE "COMMON SHAREHOLDER" ABOVE). REPORTS TO PARTICIPANTS -13- 20. How will the participating shareholder or bondholder be advised of his, her or its purchase of Common Stock? Each participant in the Plan will receive a statement of his, her or its account following each purchase of Common Stock under the Plan, which shall show (i) the number of shares of Common Stock purchased, (ii) the date of purchase, and (iii) the fair market value of such shares on the date of purchase. THESE STATEMENTS WILL BE A PARTICIPANT'S CONTINUING RECORD OF THE COST OF THE PARTICIPANT'S PURCHASES AND SHOULD BE RETAINED FOR INCOME TAX PURPOSES. In addition, each participant will receive a Prospectus relating to the Plan and continue to receive copies of the same communications sent to every other holder of shares of Common Stock, including the Company's interim reports, annual report, notice of annual meeting and proxy statement, and any income tax information for reporting dividends paid. SAFEKEEPING OF SHARES DESIGNATED FOR PARTICIPATION 21. May participants transfer shares of Common Stock which are designated for participation in the Plan to the Company for safekeeping? Yes. Participants may transfer to the Company for safekeeping shares of Common Stock registered in their names which have been designated for participation in the Plan on their Authorization Forms. These shares will be credited to the participants' accounts under the Plan along with shares purchased for them under the Plan. There is no charge for this service. The share certificates should be sent by certified mail, return receipt requested, or delivered in person, to the Company's Investor Services, One MetroTech Center, Brooklyn, New York 11201-3850. This service is not available for Registered Bonds or Preferred Stock, or to participants who have elected to participate under the "Optional Cash Purchases Only" feature. DIVIDENDS 22. Will participants be credited with dividends on the fractional shares of Common Stock held in the Plan? Yes. Dividends with respect to fractions, as well as whole shares of Common Stock, will be credited to participants' accounts and will be reinvested in additional shares of Common Stock. CERTIFICATES -14- 23. Will certificates be issued for shares of Common Stock purchased under the Plan or for shares of Common Stock designated for participation in the Plan and transferred to the Company for safekeeping? Normally, certificates for shares of Common Stock purchased under the Plan will not be issued to participants. Certificates for shares of Common Stock designated for participation in the Plan and transferred to the Company for safekeeping as described in Question 21 will be re-registered in the name of a nominee for participants in the Plan (see Question 4) and the shares will be credited to the transferring participant's account under the Plan. The number of shares of Common Stock credited to a participant's account under the Plan will be shown on the participant's statement of account. Certificates for any number of whole shares of Common Stock credited to a participant's account under the Plan will be issued upon the written request of such participant and the issuance of such certificates will not terminate the participant's continuation in the Plan. Any such request should be mailed to the Company's Investor Services. Any remaining full and fractional shares of Common Stock will continue to be credited to the participant's account. Upon issuance of the certificates requested by the participant, the participant must designate to the Company whether all, part or none of the dividends paid on those shares are to be reinvested under the Plan. Participants also have the option to designate whether dividends paid on shares credited to a participant's account are to be paid in cash to the participant. Unless otherwise instructed, the Company will pay cash dividends on shares for which the Company has issued certificates, and will reinvest dividends on shares credited to a participant's account under the Plan. Shares of Common Stock credited to the account of a participant under the Plan may not be pledged as collateral. A participant who wishes to pledge such shares must request the certificates for such shares to be issued in such participant's name. The Company reserves the right to pass on to participants the expenses of issuing certificates when deemed to be in the best interests of the Plan. Certificates for fractions of shares of Common Stock will not be issued under any circumstances. 24. What happens to the fractional shares of Common Stock when the Plan is terminated, or when a participant wishes to terminate his or her account under the Plan? When a participant's account is terminated or the Company terminates the Plan, a cash adjustment representing the fractional share of Common Stock will be mailed directly to -15- the participant. The cash payment to each such participant will be based on the market price received through the sale of the shares in the open market, less related brokerage commissions and transfer tax for such fractional share. 25. In whose name will certificates for whole shares of Common Stock be issued? Each account in the Plan will be maintained in the same name(s) as the Company's shareholder or bondholder account at the time the participant entered the Plan. Consequently, certificates for full shares of Common Stock will be similarly registered when issued. Upon written request, certificates can also be registered in names other than that of the participant (such as re-registration of shares by a participant to reflect changes in joint or trust ownership or to reflect the death of a participant or such other re-registrations as the Company may deem appropriate), subject to compliance with any applicable laws and the payment by the participant of any applicable taxes. Any such request should be directed to the Company's Investor Services. The Company reserves the right to pass on to participants the expense of complying with such requests when deemed to be in the best interests of the Plan. WITHDRAWAL AND/OR SALE OF PLAN SHARES 26. How does a participant withdraw from the Plan? In order to withdraw from the Plan, a participant must notify the Company in writing that such participant wishes to withdraw. When a participant withdraws from the Plan or upon termination of the Plan by the Company, certificates for whole shares of Common Stock credited to the participant's account under the Plan will be issued and a cash payment will be made for any fraction of a share of Common Stock credited to such account. Upon the participant's withdrawal from the Plan, the participant may, if desired, also request that all of the shares of Common Stock, both whole and fractional, credited to the participant's account in the Plan be sold. If such sale is requested, the sale will be made at market and the participant will receive the proceeds of the sale less any related brokerage commission and transfer tax. 27. How can a participant sell some or all of such participant's shares of Common Stock held in the Plan? In order to sell some or all of a qualified participant's shares held in the Plan, such participant may request from the Company certificates for any number of whole shares credited to his, her or its account under the Plan (see Question 23) and arrange for the sale personally. Alternatively, the participant may have the Company arrange for the sale of some or all of the shares of Common Stock, both whole and fractional, credited to such participant's -16- account in the Plan. To do so, the participant must notify the Company's Investor Services in writing how many shares the participant desires to sell and, upon receipt of such notice, the Company will process the sale as soon as practicable thereafter. The sale will be made at market and the participant will receive a check shortly thereafter for the proceeds of the sale less any related brokerage commission and transfer tax. The Company will continue to reinvest the dividends and/or interest payments on shares or bonds held in the participant's name until notified in writing by such participant that he, she or it wishes to withdraw from the Plan. 28. When may a participant withdraw from the Plan and/or sell his, her or its shares of Common Stock held in the Plan? A participant may withdraw and/or sell from the Plan at any time. If a request to withdraw and/or sell is received prior to any record date for a dividend or interest payment, the withdrawal and/or sale will be processed as soon as practicable following receipt of the request by the Company's Investor Services. All subsequent dividends or interest payments will be paid in cash to the participant unless such participant re-enrolls in the Plan. If the request to withdraw and/or sell is received by the Company's Investor Services between any record date and the payment date for a dividend and/or interest payment, the designated portion of the dividend or interest payment paid on such date will be invested for the participant's account. Any optional cash payment which had been sent to the Company's Investor Services prior to the request for withdrawal and/or sale will also be invested unless return of the amount is requested in the request for withdrawal and/or sale and such request is received at least 48 hours prior to the dividend or interest payment date. The request for withdrawal and/or sale will then be processed as promptly as possible following such dividend or interest payment date. 29. When may a shareholder or bondholder rejoin the Plan? Generally, an eligible shareholder or bondholder may again become a participant at any time. However, the Company reserves the right to reject any Authorization Form from a previous participant on the grounds of excessive joining and termination. Such reservation is intended to minimize unnecessary administrative expense and to encourage use of the Plan as a long-term shareholder and bondholder investment service. OTHER INFORMATION -17- 30. What happens when a participating shareholder or bondholder sells or transfers all of the Common and/or Preferred Stock or bonds registered in such participant's name? If a participating shareholder or bondholder sells or transfers all of the Common and/or Preferred Stock and/or bonds registered in such participant's name, the Company will continue to reinvest the dividends on the shares of Common Stock credited to such participant's account under the Plan until notified in writing by such participant that the participant wishes to withdraw from the Plan. 31. What happens if the Company issues a Common Stock dividend or declares a Common Stock split? Any stock dividends or split shares distributed by the Company on shares held in the Plan for the participant will be credited to the participant's account. Dividends or split shares distributed on shares held by a participating shareholder will be mailed directly to the shareholder in the same manner as to shareholders who are not participating in the Plan. 32. If the Company has a Common Stock rights offering, how will the rights on the Plan's shares be handled? No preemptive rights attach to the shares of Common Stock of the Company. If the Company should, nevertheless, determine to offer securities through the issuance of rights to subscribe, warrants representing the rights on all Plan shares registered in the name of the Company (or its nominee) will be issued to the Company. The Company will sell such rights, credit each participant's account in proportion to the whole and fractional shares held therein on the record date for such rights, and apply the proceeds to the purchase of additional shares of the Company's Common Stock. Any participant who wishes to exercise stock purchase rights on his, her or its Plan shares must request, prior to the record date for any such rights, that the Company forward to such participant a certificate for whole shares in the participant's Plan account as provided in Question 23. 33. How will a participant's shares of Common Stock be voted at meetings of shareholders? Participants will receive a proxy card indicating total shares held, including shares held directly and shares held under the Plan. If a proxy card is returned properly signed and marked for voting, all the shares covered by the proxy -- those registered in the name of the participant and the shares held under the Plan -- will be voted as marked. -18- If a proxy card is returned properly signed but without indicating instructions as to the manner shares are to be voted with respect to any item thereon, all of the participant's shares -- those registered in the name of the participant and those credited to such participant's account under the Plan -- will be voted in accordance with the recommendations of the Company's management. If the proxy card is not returned, or if it is returned unexecuted or improperly executed, none of the shares in respect of which such proxy card was furnished (including shares held for the participant under the Plan) will be voted. 34. What are the Federal income tax consequences of participation in the Plan? Dividends and interest payments reinvested by Participants in the Plan have the same Federal income tax treatment as dividends and interest payments which have been paid to shareholders and bondholders who are not participating in the Plan. Therefore, reinvested dividends and interest payments are taxable as having been received in cash even though the participant uses them to purchase additional shares under the Plan. The tax basis of shares purchased with reinvested dividends and interest payments or with optional cash payments is the price of the shares of Common Stock under the Plan (see answer to Question 19). The holding period for shares purchased with dividends and interest payments for Federal income tax purposes begins the day after the applicable investment date. A participant will not realize any taxable income when the participant receives certificates for whole shares credited to such participant's account under the Plan, either upon such participant's request for certificates for whole shares or upon withdrawal from or termination of the Plan. However, a participant who receives, upon withdrawal from or termination of the Plan, a cash adjustment for a fraction of a share credited to such participant's account will realize a gain or loss with respect to such fraction. Gain or loss will also be realized by the participant when whole shares are sold, either pursuant to the participant's request when the participant withdraws from the Plan or by the participant after withdrawal from the Plan. The amount of such gain or loss will be the difference between the amount which the participant received for the shares or fraction of a share actually sold and such participant's tax basis therefor. TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN AND THE SALE OF ANY SHARES OF THE COMPANY'S COMMON STOCK WILL VARY DEPENDING ON THE TAX POSITION OF THE SHAREHOLDER. THEREFORE, SPECIFIC TAX QUESTIONS REGARDING PARTICIPATION IN THE PLAN SHOULD BE DISCUSSED BY EACH PARTICIPANT WITH HIS, HER OR ITS OWN TAX ADVISOR. -19- 35. What provision is made for shareholders and bondholders whose dividends or interest payments are subject to income tax withholding? In the case of those shareholders and bondholders whose dividends or interest payments are subject to United States Federal income tax withholding (both United States citizens or residents and foreign persons), the Company will apply the net amount of the designated dividend or interest payment of such participants, after the deduction of taxes, to the purchase of Common Stock. If such participants desire to invest the full amount of their dividends or interest payments, they may tender cash payments to the Company equal to the amount of tax withheld. The minimum cash payment requirement of $25 will be waived to accommodate all payments, regardless of size, made by such shareholders and bondholders for this express purpose. Such payments will be invested for such participants on the dividend or interest payment date if received by the Company prior to that date. 36. What is the responsibility of the Company under the Plan? In performing its duties as administrator under the Plan, the Company shall not be liable for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims of liability arising out of failure to terminate a participant's account upon such participant's death prior to receipt of notice in writing of such death. 37. May the Plan be changed or discontinued? Notwithstanding any other provision of the Plan, the Company reserves the right to suspend, modify or terminate the Plan at any time. All participants will receive notice of any such suspension, modification or termination. 38. Who bears the risk of market price fluctuations in the Company's Common Stock? A participant's investment in shares held in this Plan is not different from such participant's investment in directly-held shares in this regard. A participant bears the risk of loss and the benefits of gain from market price changes with respect to all shares. The Company cannot guarantee that shares purchased under the Plan will, at any particular time, be worth their purchase price or more or less than their purchase price. The price received by the Company for the shares offered hereby is subject, among other items, to market conditions at the date the price of the shares is determined (see Question 19). Therefore, the shares may be sold at a price below underlying book value or at a price in excess of book value. The Company does not believe that the sale of the shares pursuant to the Plan, -20- which may from time to time sell at a discount to book value, has any material effect on its business, financing capabilities and planned construction projects. 39. Where should correspondence regarding the Plan be directed? All correspondence concerning the Plan, including requests for and submission of Authorization Forms and Enrollment Forms, should be addressed to the Company's Investor Services, One MetroTech Center, Brooklyn, New York 11201-3850, Telephone (718) 403-3334. 40. What has been the level of participation in the Plan? Since November 1975, when the Plan became effective, approximately 12,320 Common and Preferred shareholders have joined the Plan. Participation by Registered Bondholders commenced on October 25, 1989, and approximately 63 bondholders now participate in the Plan. Plan participants have invested approximately $108.6 million through January 1, 1995, and purchased 5,213,002 shares of Common Stock. Since the Company by this Prospectus has begun enrollment in the Plan for customers of the Company, there are no figures available regarding the level of participation of such customers in the Plan. ______________________ USE OF PROCEEDS AND CONSTRUCTION PROGRAM The Company intends to use the net proceeds from the sale of Common Stock offered hereby for construction expenditures and other corporate purposes. For the 1994 fiscal year, consolidated capital expenditures were $199.6 million of which $103.8 million were for utility construction. Consolidated capital expenditures are estimated to be approximately $185.0 million in each of fiscal 1995 and fiscal 1996. At current market prices, proceeds from issuance of the shares of Common Stock offered hereby would satisfy only a small fraction of the Company's capital requirements. The balance of capital requirements will be satisfied by internal sources, other stock plan programs, and other issuances of equity and long-term debt. ______________________ DESCRIPTION OF COMMON STOCK The following statements with respect to the Common Stock are based on certain provisions of the Company's Restated Certificate of Incorporation, as amended. -21- Dividend Limitation ------------------- After dividends on all outstanding classes of Preferred Stock have been paid or declared and after all sinking fund requirements have been met or funds set apart for their payment, the Common Stock is entitled to such dividends as may be declared by the Board of Directors and the Company may purchase or otherwise acquire Common Stock out of funds legally available for either of such purposes. Liquidation Rights ------------------ Upon liquidation of the Company, any net assets remaining after payment to creditors and payment to the holders of the Preferred Stock of the full amounts they are entitled to receive are distributable pro rata to the holders of the Common Stock. Voting Rights; Other -------------------- The Common Stock entitles the holder to one vote per share. There are no cumulative voting rights. The Company's Board of Directors is divided into three classes, as nearly equal in number as possible, with directors elected generally to serve for terms of three years. If dividends on any shares of any class of Preferred Stock shall be in arrears in an amount equivalent to four full quarterly dividends on all shares then outstanding, the holders thereof voting as a class are entitled to elect two directors. Such right shall terminate upon payment or declaration of all dividends accumulated on the Preferred Stock of the particular class. In addition, the holders of each class of Preferred Stock are entitled to vote as a class on matters involving the sale, lease or transfer of substantially all of the property or business of the Company, the merger or consolidation of the Company with any other corporation, and in certain other instances where the rights of the holders thereof may be adversely affected. Holders of Common Stock are not entitled to preemptive rights. When purchased and paid for as contemplated hereby, the additional Common Stock will be fully paid and nonassessable. _____________________ LEGAL OPINIONS The validity of the securities offered hereby has been passed upon for the Company by Messrs. Cullen and Dykman, 177 Montague Street, Brooklyn, New York 11201. The approval of the Public Service Commission of the State of New York is necessary for the issuance and sale of equity securities of the Company, and such approval has been obtained. -22- All legal matters pertaining to regulation, franchises, permits and titles referred to in any Annual Report on Form 10-K of the Company and incorporated by reference in this Prospectus also have been or will be passed upon by Messrs. Cullen and Dykman. The statements made as to matters of law and legal conclusions under the caption "Description of Common Stock" have been reviewed by Messrs. Cullen and Dykman, counsel to the Company, and are set forth herein in reliance upon the opinion of such firm as counsel. ______________________ EXPERTS The consolidated financial statements and supplemental schedules incorporated by reference in this Prospectus and elsewhere in the Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. ______________________ INDEMNIFICATION Sections 721 through 726 of the Business Corporation Law of the State of New York ("BCL") provide for indemnification of directors and officers under certain conditions and subject to specific limitations. The law has been liberalized to permit New York corporations, among other things, to supplement the statutory indemnification with additional "nonstatutory" indemnification for directors and officers meeting a specified standard of conduct and to advance to officers and directors litigation expenses under certain circumstances. The Company's Board -23- of Directors has adopted an indemnification By-Law provision in order to afford directors and officers the additional indemnification and litigation expense protection permitted under New York law. Article VII of the Company's By-Laws provides for indemnification of, and advancement of litigation expenses incurred by, directors and officers of the Company to the fullest extent permitted by law. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In addition, the Company's Restated Certificate of Incorporation, as amended, provides for the elimination and limitation of personal liability of directors for damages for any breach of duty in such capacity to the fullest extent permitted by the BCL. -24-
TABLE OF CONTENTS Page - ----------------- ---- Available Information.......................................... 2 Incorporation of Certain Documents by Reference................ 2 The Company.................................................... 3 Recent Amendments to the Plan.................................. 3 Description of the Plan........................................ 4 Definition.................................................. 4 Purpose..................................................... 5 Advantages.................................................. 5 Administration.............................................. 6 Participation............................................... 6 Costs....................................................... 8 Source of Shares............................................ 8 Optional Cash Payments...................................... 8 Purchases................................................... 10 How the Plan Works.......................................... 10 Reports to Participants..................................... 13 Safekeeping of Shares Designated for Participants........... 14 Dividends................................................... 14 Certificates................................................ 14 Withdrawal and/or Sale of Plan Shares....................... 16 Other Information........................................... 17 Use of Proceeds and Construction Program....................... 21 Description of Common Stock.................................... 21 Legal Opinions................................................. 22 Experts........................................................ 22 Indemnification................................................ 23
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE PLAN. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES, OR AN OFFER OR SOLICITATION WITH RESPECT TO THOSE SECURITIES TO WHICH IT RELATES TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE BROOKLYN UNION GAS COMPANY --------------------------------- DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN --------------------------------- 897,929 SHARES OF COMMON STOCK ($.33 1/3PAR VALUE) --------------------------------- P R O S P E C T U S --------------------------------- JANUARY 23, 1995 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution Estimate of Costs and Expenses of the Issuance and Distribution: --------------------------------------------------------------- S.E.C. Registration Fee $ 13,600 N.Y.S.E. Listing Fee 2,000 Printing Expenses 15,000 Legal Fees 50,000 Accountants' Fees 20,000 Miscellaneous 10,000 -------- $110,600 ========
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Sections 721 through 725 of the Business Corporation Law of the State of New York (the "BCL") provide, in effect, that any person made a party to any action by reason of the fact that he, his testator or intestate, is or was a director or officer of a corporation, or served any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of the corporation, may be indemnified by the corporation, and in certain cases must be indemnified by the corporation, against, in the case of a derivative action, amounts paid in settlement and the reasonable expenses, including attorneys' fees, incurred by him in connection with the defense or settlement of such action, or any appeal therein and, in the case of a non-derivative action, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise which the person served in any capacity at the request of the corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred by him as a result of such action, or any appeal therein, upon court order, or in certain cases without court order; provided, however, that such officer or director must have acted in good faith, for a purpose which he reasonably believed to be in, or in the case of service for any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise not opposed to, the best interests of the corporation and, in addition, in criminal actions or proceedings must have had no reasonable cause to believe that his conduct was unlawful, except that, in the case of a derivative action, no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper. II-1 The BCL permits New York corporations, among other things, (i) to supplement the BCL's statutory indemnification with additional "non- statutory" indemnification for directors and officers meeting the specified standard of conduct, and (ii) to advance litigation expenses to directors and officers under certain circumstances. Article VII of the By-Laws of the Company provides that the Company will indemnify, except to the extent expressly prohibited by the BCL, any director or officer of the Company (including heirs and legal representatives) who is made a party to any action or proceeding by virtue of such person's role as a director or officer of the Company, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred in connection with such action or proceeding, or any appeal therein, provided that (i) no such indemnification shall be made if it is determined that such person acted in bad faith or with active and deliberate dishonesty or that such person personally gained a financial profit or other advantage to which such person was not legally entitled and (ii) no such indemnification shall be required with respect to any settlement of any action or proceeding unless the Company has given its prior consent to such settlement. The By-Law further provides that the Company shall advance or promptly reimburse any person entitled to indemnification thereunder for all expenses, including attorneys' fees, reasonably incurred in defending any action or proceeding in advance of the conclusion of such action or proceeding; provided, however, such person must agree to repay such amounts if it is ultimately determined that such person was not entitled to indemnification. Under the By-Law an individual who has been successful, on the merits or otherwise, has an absolute right to indemnity. In other cases, the BCL provides that, unless ordered by a court, "non-statutory" indemnification payments shall be made only if authorized in a specific case upon a finding that the director or officer has met the standard of conduct set forth above (i) by the Board acting by a quorum of directors who are not parties to the action or proceeding, or (ii) by the Board upon a written opinion of independent legal counsel that indemnification is proper, or (iii) by the shareholders. The By-Law does not limit or affect any right of any director or officer or other corporate personnel to indemnification or expenses under any statute, insurance policy, or other arrangement, and authorizes the Company to agree with directors, officers and other corporate personnel to extend indemnification and advancement of expenses to the fullest extent permitted by law. Directors and officers will also continue to be entitled to the pre-existing "statutory" indemnity under the BCL. Section 726 of the BCL empowers the Company to purchase and maintain insurance to indemnify directors and officers whether or not they may be indemnified by the corporation pursuant to the provisions of the BCL referred to above, provided that no insurance may provide for any payment, other than cost of defense, to or on behalf of any director or officer (1) if a judgment or other final adjudication adverse to the insured director or officer establishes that his acts of active and deliberate dishonesty were material to the cause of action so adjudicated, or II-2 that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or (2) in relation to any risk the insurance of which is prohibited under the Insurance Law of the State of New York. The Company has purchased insurance indemnifying it in respect of certain liabilities that may arise under the Securities Act of 1933, as amended. Insurance has also been obtained indemnifying the directors and officers against certain liabilities and expenses for which they are not indemnified by the Company. At the Annual Meeting held February 4, 1988, the shareholders approved a proposal to amend the Certificate of Incorporation of the Company to include a provision eliminating or limiting the personal liability of directors of the Company for damages for any breach of duty in such capacity to the fullest extent permitted by the BCL. The BCL permits such a provision provided that it does not eliminate or limit the liability of any director (1) for any act or omission prior to the adoption of such a provision or (2) if a judgment or other final adjudication adverse to him establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he personally gained a financial profit or other advantage to which he was not legally entitled or that his acts violated certain other provisions of the BCL. Item 16. EXHIBITS (3) Instruments defining the rights of security holders, including indentures: (ii) Articles of incorporation and by-laws: By-laws of the Company, dated July 27, 1994.* Restated Certificate of Incorporation of the Company filed August 1, 1989, and Certificate of Amendment filed March 16, 1992, and Certificate of Amendment filed July 2, 1993; incorporated by reference from Exhibit 4(b) to Post-Effective Amendment No. 2 to Form S-3 Registration Statement No. 33-50249. (5) Opinion re legality: Opinion of Messrs. Cullen and Dykman. (8) Opinion re tax matters: Opinion of Messrs. Cullen and Dykman. (24) Consents of experts and counsel: II-3 (a) Consent of Arthur Andersen LLP.* (b) Consent of Messrs. Cullen and Dykman.* - ----------- *Filed herewith. Item 17. UNDERTAKINGS Undertaking to File Post-Effective Amendments (1) The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (a) To include any prospectus required by Section 10(a) (3) of the Securities Act of 1933; (b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, provided, however, that such a post- -------- ------- effective amendment will not be filed if the information required to be included in a post-effective amendment by 1(a) and 1(b) above is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) The undersigned registrant also undertakes (a) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment, and each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement, shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (b) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-4 SIGNATURES 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-3 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 January 23, 1995. 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 Registration Statement has been signed below by the following persons in the capacities indicated on January 23, 1995.
Signature Title Signature Title - --------- ----- --------- ----- * President, Chief * Director - ------------------------ Executive Officer ------------------------ (Robert B. Catell) and Director (Alan H. Fishman) /s/ Vincent D. Enright Senior Vice President Director - ------------------------ and Chief Financial ------------------------ (Vincent D. Enright) Officer (Edward D. Miller) /s/ Richard M. Desmond Vice President, * Director - ------------------------ Comptroller and ------------------------ (Richard M. Desmond) Chief Accounting (Richardson Pratt, Jr.) Officer * Director * Director - ------------------------ ------------------------ (Andrea S. Christensen) (James Q. Riordan)
II-5 * Director - ------------------------ (Kenneth I. Chenault) * Director */s/ Richard M. Desmond Attorney- - ------------------------ ------------------------ in-Fact* (Donald H. Elliott) (Richard M. Desmond)
II-6 PAGE ---- INDEX TO EXHIBITS (3) Instruments defining the rights of security holders, including indentures: (ii) Articles of incorporation and by-laws:* By-laws of the Company, dated July 27, 1994. Restated Certificate of Incorporation of the Company filed August 1, 1989, Certificate of Amendment filed March 16, 1992, and Certificate of Amendment filed July 2, 1993; incorporated by reference from Exhibit 4(b) to Post-Effective Amendment No. 2 to Form S-3 Registration Statement No. 33-50249. (5) Opinion re legality: Opinion of Messrs. Cullen and Dykman. (8) Opinion re tax matters: Opinion of Messrs. Cullen and Dykman. (15) Letter re unaudited interim financial information. (24) Consents of experts and counsel: (a) Consent of Arthur Andersen LLP.* (b) Consent of Messrs. Cullen and Dykman.* *Filed herewith. EX-3.(II) 2 BY-LAWS EXHIBIT 3.(II) The Brooklyn Union Gas Company By-Laws July 27, 1994 Brooklyn, New York THE BROOKLYN UNION GAS COMPANY INDEX ARTICLE I. MEETINGS OF SHAREHOLDERS...... Section 1. Annual Meeting Section 2. Special Meetings Section 3. Notice of Meetings Section 4. Quorum Section 5. Inspectors of Election Section 6. Chairman and Secretary of Meetings ARTICLE II. BOARD OF DIRECTORS ............ Section 1. Number of Directors Section 2. Elections and Vacancies Section 3. Quorum Section 4. Election of Chairman and President ARTICLE III. EXECUTIVE COMMITTEE ............ Section 1. Organization and Authority Section 2. Reports to Board of Directors Section 3. Secretary Section 4. Fees ARTICLE IV. MEETINGS OF DIRECTORS ........... Section 1. Fees and Time and Place of Meeting Section 2. Special Meetings Section 3. Telephonic Meetings ARTICLE V. OFFICERS AND THEIR DUTIES ...... Section 1. Chairman Section 2. President Section 3. Vice President Section 4. Secretary Section 5. Treasurer Section 6. Comptroller ARTICLE VI. SHARES ........................ Section 1. Certificates, Registrar and Transfer Agent Section 2. Authorization of Facsimile Signatures and Seal ARTICLE VII. INDEMNIFICATION OF DIRECTORS AND OFFICERS .................... Section 1. General Applicability Section 2. Scope of Indemnification Section 3. Other Indemnification Provisions Section 4. Survival of Indemnification Section 5. Inability To Limit Indemnification Section 6. Severability ARTICLE VIII. AMENDMENTS TO BY-LAWS ........... Section 1. By Directors Section 2. By Shareholders THE BROOKLYN UNION GAS COMPANY By-Laws July 27, 1994 Article I Meetings of Shareholders Section 1. The annual meeting of the shareholders of the Company shall be held at the office of the Company or other suitable place as designated from time to time by the Board of Directors, on the first Thursday in February of each year. Section 2. Special meetings of shareholders of the Company may be held upon the call of the Directors or a majority of the shareholders or otherwise as provided by statute. Section 3. Notice of the time and place of every meeting of shareholders shall be mailed to each shareholder of record, and such other notice shall be given as may be required by law. The Board of Directors may fix a date not less than ten nor more than fifty days prior to the day of holding any meeting of shareholders as the day as of which shareholders shall be entitled to notice of, and to vote at, such meeting. Section 4. Holders of a majority of the shares of the Company entitled to vote thereat must be present in person or by proxy at each meeting of its shareholders to constitute such meeting, less than a majority, however, having the power to adjourn. At all meetings of shareholders, each shareholder entitled to vote thereat shall be entitled to one vote for each share held by him, and may vote and otherwise act either in person or by proxy. Section 5. Inspectors of election shall be appointed by the Directors. If they fail to make such appointments, or if their appointee, or appointees, fail to appear at any meeting, the person presiding thereat shall appoint an inspector or inspectors, as may be required for that meeting. Section 6. At all meetings of shareholders, the Chairman, the President or a Vice President, shall act as chairman of the meeting as hereinafter provided and the Secretary or Assistant Secretary shall act as secretary of the meeting. Article II Board of Directors Section 1. The affairs of this Company shall be managed by no less than eight nor more than eleven Directors as fixed by resolution adopted by a majority of the entire Board. At least two Directors shall be residents of the State of New York. Section 2. The Board of Directors shall be divided into three classes designated Class I, Class II and Class III. Such classes shall be as nearly equal in number as the then total number of Directors constituting the entire Board permits. At the 1981 Annual Meeting of Shareholders, or any special meeting in lieu thereof,three Class I,three Class II and three Class III Directors shall be elected for initial terms expiring at the next succeeding annual meeting, the second succeeding annual meeting and the third succeeding annual meeting, respectively, and until their respective successors are elected and qualified. At each annual meeting of shareholders after 1981, the Directors chosen to succeed those in the class whose terms expire shall be elected by shareholders for terms expiring at the third succeeding annual meeting after election, or for such lesser term as may be appropriate in the particular case in order to assure that the number of Directors in each class shall remain constant and until their respective successors are elected and qualified. Newly created Directorships or any decrease in Directorships resulting from increases or decreases in the number of Directors shall be so apportioned among the classes of Directors as to make all the classes as nearly equal in number as possible. Vacancies occurring in the Board for any reason except the removal of Directors without cause may be filled by a majority of the Directors then in office, although less than a quorum exists. Notwithstanding the foregoing whenever the holders of any one or more classes or series of preferred stock issued by the Company shall have the right, voting separately by class or series, to elect Directors at an annual or special meeting of shareholders, the election, term of office, filling of vacancies and other features of such Directorships shall be governed by any terms of the Certificate of Incorporation of the Company applicable thereto, and such Directors so elected shall not be divided into classes pursuant to this Section 2 unless expressly provided by such terms. Section 3. A majority of the Directors shall constitute a quorum of the Board. Section 4. As soon as may be after the election of the Directors at a meeting of the shareholders, the Board of Directors shall elect one of its number President, and may elect one of its number Chairman. The President shall be the Chief Executive Officer except that if a Chairman be elected, the Board may designate either the Chairman or the President as Chief Executive Officer. The Board may elect or appoint such other officers and agents as it may deem proper, and may remove any officer or agent at pleasure. Article III Executive Committee Section 1. There shall be an Executive Committee of five Directors to be designated by the Board, which shall have and exercise all of the authority and powers of the Board subject to limitations prescribed by law. Three members of the Executive Committee shall constitute a quorum. In the event of the absence of any member or members from a meeting of the Executive Committee replacements may be made from Directors designated as alternate members of such Committee by the Board. The Chairman, or in his absence or should he so direct, the President, or in his absence, a Vice President, if such officers are members of the Committee, shall preside at meetings of the Committee, otherwise the presiding officer shall be designated by majority vote of the Committee. Section 2. Such Committee shall keep a record of its proceedings and make reports to the Board at its next regular meeting. Section 3. The Secretary of the Company shall be Secretary of the Executive Committee. Section 4. Members of Committees of the Board shall receive fees as fixed from time to time by the Board and shall be reimbursed for reasonable expenses for attending a Committee Meeting. Article IV Meetings of Directors Section 1. Meetings of the Board of Directors shall be held on such day of each month at such hour as the Board may from time to time direct. Members of the Board shall receive fees as fixed from time to time by the Board and shall be reimbursed for reasonable expenses for attending a Board Meeting. Section 2. Special meetings of the Board may be held on the call of the Chairman, the President or Secretary or upon the written request of two Directors addressed to the Secretary. Section 3. Any one or more members of the Board or any Committee of the Board may participate in a meeting of the Board or Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time; and participation by such means shall constitute presence in person at a meeting. Article V Officers and their Duties Chairman Section 1. The Chairman shall preside at all meetings of the shareholders and the Board of Directors and, when designated the Chief Executive Officer, shall have general and active management of the business of the Company and shall see that all orders and policies of the Board of Directors are carried into effect. Salaries of all officers of the Company shall be fixed by the Board from time to time; and salaries of all other employees of the Company shall be regulated by the Chairman when he shall have been designated Chief Executive Officer. President Section 2. In the absence of a Chairman or should the Chairman so direct, the President shall preside at all meetings of the shareholders and of the Board of Directors. In the case of the Chairman having been designated as Chief Executive Officer the President shall, subject to the direction of the Chairman, exercise a general control and supervision over all the affairs of the Company and generally do and perform those duties as usually appertain to the office of President, or which may be assigned to him by the Board of Directors. Should there be no Chairman or should the President be designated Chief Executive Officer of the Company, the President shall have general and active management of the business of the Company and shall see that all orders and policies of the Board of Directors are carried into effect; and the salaries of all employees of the Company, other than officers, shall be regulated by him. If the office of the Chairman be vacate, due to the incumbent's death, retirement, or inability to act, or should the Directors elect to leave such office vacant, the President shall be the Chief Executive Officer and shall assume all the duties as outlined in Section 1 of this Article, until directed otherwise by the Board of Directors. Vice President Section 3. The Vice Presidents, respectively, shall do and perform all such duties as shall be assigned to them by the Chairman or President or required of them by the Board of Directors. A Vice President, if designated by the Board of Directors as a member of the Executive Committee, shall perform the duties of President in case of the President's absence or inability to act or in case of a vacancy in that office. An Assistant Vice President in the absence or disability of a Vice President may at the discretion of the Chairman or the President perform the duties of a Vice President and shall perform such other duties as may be assigned to him. Secretary Section 4. It shall be the duty of the Secretary to keep and attest true records of the proceedings of all meetings of the Board and Executive Committee, to notify members of the Board and Executive Committee of all meetings and safely keep and account for all documents, papers and property of the Company which may come into his possession. He shall be the custodian of the Corporate Seal of the Company and shall affix and attest the same whenever it is necessary and proper so to do, and shall perform such other duties as may be assigned to him by the Board. 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. Treasurer Section 5. The Treasurer shall have the custody of all money, funds, securities and valuable papers of the Company. He shall furnish such security for the faithful performance of his duties as may be required by the Board of Directors. He shall receive all money due to the Company and deposit the same in its corporate name in such Banks or Trust Companies as the Board of Directors shall determine. He shall sign all checks, drafts or orders for the payment of money; and perform such other duties as may be required of him by the Board of Directors. An Assistant Treasurer shall, in the absence or disability of the Treasurer, perform his duties and such other duties as may be assigned to him. 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. The Treasurer shall, when directed by the Board of Directors, open special accounts in the Company's depositories; all checks, drafts or orders for the payment of money out of such special accounts shall be signed in such manner and by such officers or employees of the Company as the Board of Directors shall designate; such checks, drafts or orders for the payment of money shall also be signed, if, as and when so directed by resolution of the Board of Directors, by such persons and in such manner as the Board of Directors shall determine. Comptroller Section 6. The Comptroller shall have charge of accounting and related records. He shall sign all checks, drafts or orders for the payment of money; such checks, drafts and orders to be also signed by the Treasurer, and perform such other duties as may be required of him by the Board of Directors. An Assistant Comptroller shall, in the absence or disability of the Comptroller, perform his duties and such other duties as may be assigned to him. In the absence or disability of the Comptroller and Assistant Comptrollers, the Chairman, the President or a Vice President, shall sign all checks, drafts or orders for the payment of money; such checks, drafts and orders to be also signed by any other authorized officer. Article VI Shares Section 1. The Shares of the Company shall be represented by certificates signed by the Chairman, the President or a Vice President and Secretary or Assistant Secretary and sealed with the Corporate Seal of the Company and registered by such Bank or Trust Company as may be designated by the Board. The Shares of the Company shall be transferable or assignable only on the books of the Company in person or by attorney, upon the surrender of the certificate therefor. The Transfer Agent of the Company shall be such Bank or Trust Company as may be designated by the Board. Section 2. The Board of Directors may authorize the signatures of the Chairman, the President, a Vice President, Secretary or an Assistant Secretary, and the Corporate Seal of the Company, to be facsimiled, engraved or printed. Article VII Indemnification of Directors and Officers Section 1. Except to the extent expressly prohibited by the New York Business Corporation Law, the Company shall indemnify each person made, or threatened to be made, a party to any action or proceeding, whether criminal or civil, by reason of the fact that such person or such person's testator or intestate is or was a Director of Officer of the Company, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys' fees and expenses, reasonably incurred in enforcing such person's right to indemnification, incurred in connection with such action or proceeding, or any appeal therein, provided that no such indemnification shall be made if a judgment or other final adjudication adverse to such person establishes that such person's acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled, and provided further that no such indemnification shall be required with respect to any settlement or other nonadjudicated disposition of any threatened or pending action or proceeding unless the Company has given its prior consent to such settlement or other disposition. Section 2. The Company shall advance or promptly reimburse upon request any person entitled to indemnification hereunder for all reasonable expenses, including attorneys' fees and expenses, reasonably incurred in defending any action or proceeding in advance of the final disposition thereof upon receipt of an undertaking by or on behalf of such person to repay such amount if such person is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced or reimbursed exceed the amount to which such person is entitled; provided, however, that such person shall cooperate in good faith with any request by the Company that common counsel be used by the parties to an action or proceeding who are similarly situated unless to do so would be inappropriate due to actual or potential differing interests between or among such parties. Section 3. Nothing herein shall limit or affect any right of any Director, Officer or other corporate personnel otherwise than hereunder to indemnification or expenses, including attorney's fees, under any statue, rule, regulation, certificate of incorporation, by-law, insurance policy, contract or otherwise; without affecting or limiting the rights of any Director, Officer or other corporate personnel pursuant to this Article VII, the Company is authorized to enter into agreements with any of its Directors, Officers or other corporate personnel extending rights to indemnification and advancement of expenses to the fullest extent permitted by applicable law. Unless limited by resolution of the Board of Directors or otherwise, the Company shall advance the payment of expenses to the fullest extent permitted by applicable law to, and shall indemnify, any Director, Officer or other corporate person who is or was serving at the request of the Company, as a director, officer, partner, trustee, employee or agent of another corporation, whether for profit or not-for-profit, or a partnership, joint venture, trust or other enterprise, whether or not such other enterprise shall be obligated to indemnify such person. Section 4. Anything in these By-laws to the contrary not withstanding, no elimination or amendment of this Article VII adversely affecting the right of any person to indemnification or advancement of expenses hereunder shall be effective until the 60th day following notice to such person of such action, and no elimination of or amendment to this Article VII shall deprive any such person's rights hereunder arising out of alleged or actual occurrences, acts or failures to act prior to such 60th day. Section 5. The Company shall not, except by elimination or amendment of this Article VII in a manner consistent with the preceding Section 4, take any corporate action or enter into any agreement which prohibits, or otherwise limits the rights of any person to, indemnification in accordance with the provisions of this Article VII. The indemnification of any person provided by this Article VII shall continue after such person has ceased to be a Director or Officer of the Company and shall inure to the benefit of such person's heirs, executors, administrators and legal representatives. Section 6. In case any provision in this Article VII shall be determined at any time to be unenforceable in any respect, the other provisions of this Article VII shall not in any way be affected or impaired thereby, and the affected provision shall be given the fullest possible enforcement in the circumstances, it being the intention of the Company to afford indemnification and advancement of expenses to its Directors or Officers, acting in such capacities or in the other capacities mentioned herein, to the fullest extent permitted by law. Article VIII Amendments to By-Laws Section 1. By-laws may be amended, repealed or adopted by the Board of Directors of the Company at any meeting of the Board if notice of such proposed action shall have been given with the notice of meeting, or if all the Directors shall be present. Section 2. By-laws may be amended, repealed or adopted by the holders of the shares at the time entitled to vote in the election of any Directors; and any By-law adopted by the Board of Directors may be amended or repealed by the shareholders entitled to vote thereon as herein provided. EX-24.(A) 3 CONSENT/ARTHUR ANDERSEN 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 report dated October 26, 1994 included and incorporated by reference in the Company's Form 10-K for the year ended September 30, 1994 and to all references to our firm included in this Registration Statement. ARTHUR ANDERSEN LLP New York, New York January 23, 1995 EX-24.(B) 4 CONSENT/CULLEN & DYKMAN 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 Registration Statement of The Brooklyn Union Gas Company Dividend Reinvestment and Stock Purchase Plan, 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 of the Act. CULLEN AND DYKMAN Brooklyn, New York January 23, 1995 -----END PRIVACY-ENHANCED MESSAGE-----