-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sgn5NLkrue5D5Dq8GL8maul2xidHmO0ypUVDE3me3/whhRBlTcB2+lW9NuKzpZgq tozjEig1QvEfYm2ZaUYimg== 0000896058-98-000047.txt : 19980720 0000896058-98-000047.hdr.sgml : 19980720 ACCESSION NUMBER: 0000896058-98-000047 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980717 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEYSPAN ENERGY CORP /NY/ CENTRAL INDEX KEY: 0001022916 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 113344628 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51783 FILM NUMBER: 98667655 BUSINESS ADDRESS: STREET 1: ONE METRO TECH CENTER CITY: BROOKLYN STATE: NY ZIP: 11201-3850 BUSINESS PHONE: 7184031000 MAIL ADDRESS: STREET 1: ONE METRO TECH CENTER CITY: BROOKLYN STATE: NY ZIP: 11201-3850 FORMER COMPANY: FORMER CONFORMED NAME: BUGLILCO HOLDING CORP DATE OF NAME CHANGE: 19970210 FORMER COMPANY: FORMER CONFORMED NAME: KEYSPAN ENERGY CORP DATE OF NAME CHANGE: 19961216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LONG ISLAND LIGHTING CO CENTRAL INDEX KEY: 0000060251 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 111019782 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 EARLE OVINGTON BLVD STE 403 CITY: UNIONDALE STATE: NY ZIP: 11553 BUSINESS PHONE: 5165455184 MAIL ADDRESS: STREET 1: 333 EARLE OVINGTON BLVD STE 403 CITY: UNIONDALE STATE: NY ZIP: 11553 SC 13D/A 1 SCHEDULE 13D-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 KEYSPAN ENERGY CORPORATION -------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.33 1/3 PER SHARE ------------------------------------------- (Title of Class of Securities) 114259104 ------------- (CUSIP Number) DAVID P. WARREN CHIEF FINANCIAL OFFICER LONG ISLAND LIGHTING COMPANY 333 EAST OVINGTON BLVD. UNIONDALE, NEW YORK 11553 (516) 222-7700 ---------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to STEPHEN R. RUSMISEL, ESQ. WINTHROP, STIMSON, PUTNAM & ROBERTS NEW YORK, NEW YORK 10004 (212) 858-1442 MAY 28, 1997 ------------ (Date of Event which Requires Filing of this Statement) Page 1 of 7 Pages CUSIP NO. 114259104 Page 2 of 7 Pages SCHEDULE 13D/A 1. NAME OF REPORTING PERSON SS OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON Long Island Lighting Company 11-1019782 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Page 3 of 7 Pages 14. TYPE OF REPORTING PERSON CO ITEM 1. SECURITY AND ISSUER. This report on Schedule 13D (this "Amendment") relates to the common stock, par value $0.33 1/3 per share ("KeySpan Common Stock"), of KeySpan Energy Corporation, a New York corporation ("KeySpan"), previously a wholly owned subsidiary of the Brooklyn Union Gas Company, a New York corporation ("Brooklyn Union"), which became Brooklyn Union's parent holding company in connection with a restructuring of Brooklyn Union pursuant to a binding share exchange between Brooklyn Union and KeySpan. The original report on Schedule 13D relating to KeySpan Common Stock was filed by the Long Island Lighting Company, a New York corporation ("LILCO") on October 24, 1997 (the "KeySpan Schedule 13D"), in connection with the execution on October 17, 1997, of the Amendment, Assignment and Assumption Agreement dated as of September 29, 1997 (the "Assignment and Assumption Agreement") by and among LILCO, KeySpan and Brooklyn Union. Among other agreements, the Assignment and Assumption Agreement amended the Amended and Restated Brooklyn Union Stock Option Agreement dated as of June 26, 1997 (the "BUG Stock Option Agreement") by and between Brooklyn Union and LILCO, pursuant to which Brooklyn Union granted to LILCO an option (the "BUG Stock Option") to purchase 9,948,682 shares of the common stock, par value $0.33 1/3 per share, of Brooklyn Union ("BUG Common Stock"). LILCO filed a Schedule 13D relating to BUG Common Stock on January 9, 1997 (the "BUG Schedule 13D"). Pursuant to the Assignment and Assumption Agreement, Brooklyn Union assigned, and KeySpan assumed, all of Brooklyn Union's rights and obligations under the BUG Stock Option Agreement, and the BUG Stock Option Agreement was amended to substitute KeySpan for Brooklyn Union and to substitute KeySpan Common Stock for BUG Common Stock. As a result, the BUG Stock Option granted to LILCO by Brooklyn Union was substituted with the grant of an option by KeySpan to LILCO to purchase 9,948,682 shares of KeySpan Common Stock (the "KeySpan Stock Option"). This Amendment therefore amends and supplements certain information contained in the KeySpan Schedule 13D. This Amendment also constitutes an amendment to certain information contained in the BUG Schedule 13D, which was not otherwise amended in connection with the substitution of the KeySpan Stock Option for the BUG Stock Option pursuant to the Assignment and Assumption Agreement. The principal executive offices of KeySpan are located at One Metrotech Center, Brooklyn, New York 11201-3850. ITEM 2. IDENTITY AND BACKGROUND. This Amendment is filed by LILCO, which supplies electric service in Nassau and Suffolk Counties on Long Island and in Queens County. On May 28, 1998, LILCO became a wholly owned subsidiary of the Long Island Power Authority, a corporate municipal instrumentality and political subdivision of the State of New York ("LIPA"), as a result of the merger of LIPA Acquisition Corp., a New York corporation and wholly owned subsidiary of LIPA, with and into LILCO Page 4 of 7 Pages effective on such date. The principal executive offices of LILCO, which is doing business under the assumed name "LIPA," are located at 333 East Ovington Blvd. Uniondale, New York 11553. Each executive officer and each director of LILCO is a citizen of the United States. The name, business address and present principal occupation of each executive officer and each director of LILCO are set forth in Annex I to this report on Schedule 13D which is incorporated herein by this reference. During the last five years, to the best of LILCO's knowledge, neither LILCO nor any of its executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which LILCO or such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, and which judgment, decree or final order was not subsequently vacated. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (SEE ITEM 4) ITEM 4. PURPOSE OF TRANSACTION. The information contained in Item 4 of the KeySpan Schedule 13D is hereby amended and supplemented by the adding of the following information: As previously reported in the KeySpan Schedule 13D, pursuant to the BUG Stock Option Agreement, as amended by the Assignment and Assumption Agreement (the "KeySpan Stock Option Agreement"), KeySpan granted LILCO the KeySpan Stock Option in substitution for the BUG Stock Option that Brooklyn Union has previously granted to LILCO under the BUG Stock Option Agreement. On May 28, 1998, as the result of the merger of BL Merger Sub., Inc. with and into KeySpan pursuant to the terms of the Amended and Restated Agreement and Plan of Exchange and Merger by and between Brooklyn Union and LILCO, dated as of June 26, 1997, as amended by the Assignment and Assumption Agreement, the KeySpan Stock Option, without having been exercised, terminated pursuant to Section 2 of the KeySpan Stock Option Agreement. The foregoing paragraph also constitutes an amendment to the information contained in Item 4 of the BUG Schedule 13D which was not otherwise amended in connection with the substitution of the BUG Stock Option with the KeySpan Stock Option pursuant to the Assignment and Assumption Agreement. As a result of the execution of the Assignment and Assumption Agreement, and the resulting substitution of the BUG Stock Option with the KeySpan Stock Option, the BUG Stock Option, without having been exercised, terminated. Page 5 of 7 Pages ITEM 5. INTEREST IN SECURITIES OF ISSUER. (SEE ITEM 4) ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. (SEE ITEM 4) ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. NOT APPLICABLE ANNEX I DIRECTORS AND EXECUTIVE OFFICERS Set forth below are the name and present principal occupation of each director and each executive officer of Long Island Lighting Company as of May 28, 1998. The business address of each such director and each such executive officer is c/o Long Island Lighting Company, 333 East Ovington Blvd. Uniondale, New York 11553. NAME PRINCIPAL OCCUPATION DIRECTORS OF LILCO: Richard M. Kessel Chairman, President and Chief Executive Officer, Long Island Lighting Company Patrick Foye Executive Vice President, Apartment Investment and Management Company Michael Affrunti President, Albertson Electric Harvey Auerbach President, Brookwood Communities Inc. Thomas A. Doherty Chief Administrative Officer, First Quality Enterprises, Inc. Michael L. Faltischek Partner, Law firm of Ruskin, Moscou, Evans & Faltischek, P.C. Page 6 of 7 Pages Harriet A. Gilliam Attorney Rupert H. Hopkins Department Manager, Center for Agile Sources of Parts (CASP) at Dayton T. Brown, Inc Joseph F. Janoski Teacher, Middle Country School District in Centereach; Adjunct Professor, Suffolk County Community College Nancy N. Miklos Deputy County Attorney, Civil Rights and Torts Litigation Bureau of the Nassau County Attorney's Office Denise F. Molia Deputy County Attorney, Suffolk County. Vincent Polimeni Chief Executive Officer, Polimeni Enterprises, Inc. Jonathan Sinnreich Partner, Law firm of Sinnreich Wasserman Grugin & Cahill, LLP EXECUTIVE OFFICERS OF LILCO (WHO ARE NOT DIRECTORS): Seth D. Hulkower Executive Director, Long Island Lighting Company David P. Warren Chief Financial Officer, Long Island Lighting Company Stanley B. Klimberg General Counsel and Secretary, Long Island Lighting Company Edward P. Murphy, Jr. Vice President and Controller, Long Island Lighting Company Richard J. Bolbrock Vice President--Power Markets Page 7 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. LONG ISLAND LIGHTING COMPANY By: /s/ David P. Warren ------------------------ Name: David P. Warren Title: Chief Financial Officer Dated: July 16, 1998 -----END PRIVACY-ENHANCED MESSAGE-----