-----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, NjOT2dOVrM2jaEZ1NT/YNzOJfiiXfGwhcZvoV6ITSyf5sOyH1Du0kM9Sq6EUWCit PLcTjCssBd26gQqr+biJCw== 0000950130-97-003090.txt : 19970704 0000950130-97-003090.hdr.sgml : 19970704 ACCESSION NUMBER: 0000950130-97-003090 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970703 SROS: NYSE SROS: PSE 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-30353 FILM NUMBER: 97635951 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 FILER: 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: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-30353-01 FILM NUMBER: 97635952 BUSINESS ADDRESS: STREET 1: 175 E OLD COUNTRY RD CITY: HICKSVILLE STATE: NY ZIP: 11801 BUSINESS PHONE: 5165455184 MAIL ADDRESS: STREET 1: 175 E. OLD COUNTRY RD CITY: HICKSVILLE STATE: NY ZIP: 11801 FILER: 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-30353-02 FILM NUMBER: 97635953 BUSINESS ADDRESS: STREET 1: ONE METRO TECH CENTER STREET 2: 202-956-7600 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 POS AM 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 1997 REGISTRATION NO. 333-30353 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- THE BROOKLYN UNION GAS COMPANY NEW YORK 4939 11-10584613 (STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) THE BROOKLYN UNION GAS COMPANY ONE METROTECH CENTER BROOKLYN, NEW YORK 11201-3850 (718) 403-2000 LONG ISLAND LIGHTING COMPANY NEW YORK 4939 11-1019782 (STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) LONG ISLAND LIGHTING COMPANY 175 EAST OLD COUNTRY ROAD HICKSVILLE, NEW YORK 11801 (516) 933-4590 KEYSPAN ENERGY CORPORATION NEW YORK 4939 11-3344628 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.) ORGANIZATION) C/O THE BROOKLYN UNION GAS COMPANY ONE METROTECH CENTER BROOKLYN, NEW YORK 11201-5850 (718) 403-2000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ANTHONY NOZZOLILLO VINCENT D. ENRIGHT LONG ISLAND LIGHTING COMPANY THE BROOKLYN UNION GAS COMPANY 175 EAST OLD COUNTRY ROAD KEYSPAN ENERGY CORPORATION HICKSVILLE, NEW YORK 11801 ONE METROTECH CENTER (516) 545-5017 BROOKLYN, NEW YORK 11201-3850 (718) 403-2000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) --------------- COPIES OF ALL CORRESPONDENCE TO: THOMAS E. CONSTANCE, ESQ. SETH A. KAPLAN, ESQ. KRAMER, LEVIN, NAFTALIS & FRANKEL WACHTELL, LIPTON, ROSEN & KATZ 919 THIRD AVENUE 51 WEST 52ND STREET NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10019 (212) 715-9100 (212) 403-1000 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the registration statement becomes effective and the effective time of the proposed binding share exchanges, with respect to the shares of BL Holding Corp., as described in the Amended and Restated Agreement and Plan of Exchange and Merger dated as of June 26, 1997, attached as Annex A to the Joint Proxy Statement/Prospectus, forming part of this Registration Statement. IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED IN CONNECTION WITH THE FORMATION OF A HOLDING COMPANY AND THERE IS COMPLIANCE WITH GENERAL INSTRUCTION G, CHECK THE FOLLOWING BOX. [_] ITEM 21. EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE ------- ------- ------------ 2(a) --Amended and Restated Agreement and Plan of Exchange and Merger, dated as of June 26, 1997, by and between The Brooklyn Union Gas Company and Long Island Lighting Company (Attached as Annex A to the Joint Proxy Statement/Prospectus, which forms a part of this Registration Statement). 2(b) --Amended and Restated LILCO Stock Option Agreement, dated as of June 26, 1997, by and between The Brooklyn Union Gas Company and Long Island Lighting Company (Attached as Annex B to the Joint Proxy Statement/Prospectus, which forms a part of this Registration Statement). 2(c) --Amended and Restated Brooklyn Union Stock Option Agreement, dated as of June 26, 1997, by and between Long Island Lighting Company and The Brooklyn Union Gas Company (Attached as Annex C to the Joint Proxy Statement/Prospectus, which forms a part of this Registration Statement). 2(d) --Agreement and Plan of Merger, dated as of June 26, 1997, by and among BL Holding Corp., Long Island Lighting Company, Long Island Power Authority and LIPA Acquisition Corp. (Attached as Annex D to the Joint Proxy Statement/Prospectus, which forms a part of this Registration Statement). 3(a) --Form of Certificate of Incorporation of The Holding Company (attached as Annex G to the Joint Proxy Statement/Prospectus, which forms a part of this Registration Statement). 3(b) --Form of Bylaws of The Holding Company (attached as Annex H to the Joint Proxy Statement/Prospectus, which forms a part of this Registration Statement). 5 --Opinion of Kramer, Levin, Naftalis & Frankel 8(a) --Tax Opinion of Hunton & Williams 8(b) --Tax Opinion of Wachtell, Lipton, Rosen & Katz *15 --Letter of Arthur Andersen LLP re unaudited interim financial information. 23(a) --Consent of Arthur Andersen LLP *23(b) --Consent of Ernst & Young LLP 23(c) --Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated 23(d) --Consent of Dillon, Read & Co. Inc. 23(e) --Consent of Kramer, Levin, Naftalis & Frankel (included in Exhibit 5(a)) 23(f) --Consent of Hunton & Williams (included in Exhibit 8(a)) 23(g) --Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 8(b)) 24(a) --Power of Attorney for The Brooklyn Union Gas Company (contained on signature page) 24(b) --Power of Attorney for Long Island Company *24(c) --Certified Copy of Resolutions of Long Island Lighting Company Board of Directors 99(a) --Proxy Card for Brooklyn Union 99(b) --Proxy Card for Long Island Lighting Company
- ------------- * Filed herewith 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-4 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 the 3rd day of July, 1997. THE BROOKLYN UNION GAS COMPANY /s/ Vincent D. Enright By___________________________________ Name: Vincent D. Enright Title: Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on July 3, 1997 in the capacities indicated below. SIGNATURE TITLE DATE /s/ Robert B. Catell* Chairman of the July 3, 1997 _____________________________________ Board, Chief Robert B. Catell Executive Officer and Director (Principal Executive Officer) /s/ Vincent D. Enright Senior Vice July 3, 1997 _____________________________________ President and Chief Vincent D. Enright Financial Officer (Principal Financial Officer) /s/ Richard M. Desmond* Vice President, July 3, 1997 _____________________________________ Comptroller and Richard M. Desmond Chief Accounting Officer (Principal Accounting Officer) /s/ Craig G. Matthews* President, Chief July 3, 1997 _____________________________________ Operating Officer Craig G. Matthews and Director SIGNATURE TITLE DATE /s/ Kenneth I. Chenault* Director July 3, 1997 _____________________________________ Kenneth I. Chenault /s/ Andrea S. Christensen* Director July 3, 1997 _____________________________________ Andrea S. Christensen /s/ Donald H. Elliott* Director July 3, 1997 _____________________________________ Donald H. Elliott /s/ Alan H. Fishman* Director July 3, 1997 _____________________________________ Alan H. Fishman /s/ James L. Larocca* Director July 3, 1997 _____________________________________ James L. Larocca /s/ Edward D. Miller* Director July 3, 1997 _____________________________________ Edward D. Miller /s/ James Q. Riordan* Director July 3, 1997 _____________________________________ James Q. Riordan /s/ Charles Uribe* Director July 3, 1997 _____________________________________ Charles Uribe * By /s/ Vincent D. Enright -------------------------------- Vincent D. Enright, Attorney-in-Fact SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-4 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT THERETO TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN HICKSVILLE, IN THE TOWN OF OYSTER BAY AND THE STATE OF NEW YORK, ON THE 3RD DAY OF JULY, 1997. LONG ISLAND LIGHTING COMPANY Anthony Nozzolillo+ By __________________________________ ANTHONY NOZZOLILLO (SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED. SIGNATURES TITLE DATE William J. Catacosinos Principal Executive - ------------------------------------- Officer and *WILLIAM J. CATACOSINOS (CHAIRMAN OF Director THE BOARD AND CHIEF EXECUTIVE OFFICER) Anthony Nozzolillo+ Principal Financial - ------------------------------------- Officer ANTHONY NOZZOLILLO (SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER) /s/ Joseph E. Fontana Principal Accounting - ------------------------------------- Officer JOSEPH E. FONTANA (VICE PRESIDENT AND CONTROLLER) A. James Barnes*, George Bugliarello*, Renso L. Caporali*, Peter O. Crisp*, Vicki L. Fuller*, James T. Flynn*, Katherine D. July 3, 1997 Ortega*, Basil A. Paterson*, Richard L. Schmalensee*, George J., Sideris*, John H. Talmage*, *Directors Anthony Nozzolillo+ By __________________________________ *ANTHONY NOZZOLILLO (ATTORNEY-IN- FACT FOR EACH OF THE PERSONS INDICATED) /s/ Anthony Nozzolillo - ------------------------------------- + ANTHONY NOZZOLILLO (ON BEHALF OF THE ISSUER, INDIVIDUALLY, AND AS AN OFFICER AND AS ATTORNEY-IN-FACT FOR EACH OF THE PERSONS INDICATED) ---------------- ORIGINAL POWERS OF ATTORNEY, AUTHORIZING KATHLEEN A. MARION AND ANTHONY NOZZOLILLO AND EACH OF THEM, TO SIGN THE REGISTRATION STATEMENT AND ANY AMENDMENTS THERETO, AS ATTORNEY-IN-FACT FOR THE DIRECTORS AND OFFICERS OF THE COMPANY, AND A CERTIFIED COPY OF THE RESOLUTION OF THE BOARD OF DIRECTORS OF THE COMPANY AUTHORIZING SAID PERSONS AND EACH OF THEM TO SIGN THE REGISTRATION STATEMENT AND AMENDMENTS THERETO AS ATTORNEY-IN-FACT FOR ANY OFFICERS SIGNING ON BEHALF OF THE COMPANY, ARE BEING FILED OR WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 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-4 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 the 3rd day of July, 1997. KEYSPAN ENERGY CORPORATION /s/ Robert B. Catell By: _________________________________ Robert B. Catell Chairman, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Robert B. Catell and Vincent D. Enright, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement (including all pre-effective and post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on July 3, 1997 in the capacities indicated below. SIGNATURE TITLE /s/ Robert B. Catell Chairman, President, ------------------------------------- Chief Executive ROBERT B. CATELL Officer and Director (Principal Executive Officer) /s/ Vincent D. Enright Senior Vice ------------------------------------- President, Chief VINCENT D. ENRIGHT Financial Officer and Chief Accounting Officer INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE ------- ------- ------------ 2(a) --Amended and Restated Agreement and Plan of Exchange and Merger, dated as of June 26, 1997, by and between The Brooklyn Union Gas Company and Long Island Lighting Company (Attached as Annex A to the Joint Proxy Statement/Prospectus, which forms a part of this Registration Statement). 2(b) --Amended and Restated LILCO Stock Option Agreement, dated as of June 26, 1997, by and between The Brooklyn Union Gas Company and Long Island Lighting Company (Attached as Annex B to the Joint Proxy Statement/Prospectus, which forms a part of this Registration Statement). 2(c) --Amended and Restated Brooklyn Union Stock Option Agreement, dated as of June 26, 1997, by and between Long Island Lighting Company and The Brooklyn Union Gas Company (Attached as Annex C to the Joint Proxy Statement/Prospectus, which forms a part of this Registration Statement). 2(d) --Agreement and Plan of Merger, dated as of June 26, 1997, by and among BL Holding Corp., Long Island Lighting Company, Long Island Power Authority and LIPA Acquisition Corp (Attached as Annex D to the Joint Proxy Statement/Prospectus, which forms a part of this Registration Statement). 3(a) --Form of Certificate of Incorporation of The Holding Company (attached as Annex G to the Joint Proxy Statement/Prospectus, which forms a part of this Registration Statement). 3(b) --Form of Bylaws of The Holding Company (attached as Annex H to the Joint Proxy Statement/Prospectus, which forms a part of this Registration Statement). 5 --Opinion of Kramer, Levin, Naftalis & Frankel 8(a) --Tax Opinion of Hunton & Williams 8(b) --Tax Opinion of Wachtell, Lipton, Rosen & Katz *15 --Letter of Arthur Andersen LLP re unaudited interim financial information. 23(a) --Consent of Arthur Andersen LLP *23(b) --Consent of Ernst & Young LLP 23(c) --Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated 23(d) --Consent of Dillon, Read & Co. Inc. 23(e) --Consent of Kramer, Levin, Naftalis & Frankel (included in Exhibit 5(a)) 23(f) --Consent of Hunton & Williams (included in Exhibit 8(a)) 23(g) --Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 8(b)) 24(a) --Power of Attorney for The Brooklyn Union Gas Company (contained on signature page) 24(b) --Powers of Attorney for Long Island Lighting Company *24(c) --Certified Copy of Resolutions of Long Island Lighting Company Board of Directors 99(a) --Proxy Card for Brooklyn Union 99(b) --Proxy Card for Long Island Lighting Company
- ------------ *Filed herewith EX-15 2 LETTER FROM ARTHUR ANDERSEN LLP Exhibit 15 1345 Avenue of the Americas New York, New York 10105 June 27, 1997 The Brooklyn Union Gas Company One MetroTech Center Brooklyn, New York 11201 Long Island Lighting Company 175 East Old Country Road Hicksville, New York 11801 Gentlemen, We are aware that KeySpan Energy Corporation, The Brooklyn Union Gas Company and the Long Island Lighting Company have incorporated by reference in their Registration Statement No. 333-30353 our reports dated January 24, 1997 and April 23, 1997, covering the unaudited interim consolidated financial statements for The Brooklyn Union Gas Company as of December 31, 1996, and March 31, 1997, respectively. Pursuant to Regulation C of the Securities Act of 1933, these reports are not considered a part of the registration statement prepared or certified by our Firm or reports prepared or certified by our Firm within the meaning of Section 7 and 11 of the Act. Very truly yours, ARTHUR ANDERSEN LLP EX-23.B 3 CONSENT OF ERNST & YOUNG Exhibit 23(b) Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 31, 1997, with respect to the financial statements and schedule of Long Island Lighting Company included in its Annual Report (Form 10-K/A Amendment No. 2) which is incorporated by reference in the Joint Proxy Statement of Long Island Lighting Company and The Brooklyn Union Gas Company that is made a part of: 1) the Registration Statement (Form S-4 No. 333- 30353) and related Prospectus of Long Island Lighting Company and The Brooklyn Union Gas Company for the registration of 173,048,739 shares of BL Holding Corp. Common Stock and 14,520,000 shares of BL Holding Corp. Series AA Preferred Stock, and 2) the Registration Statement (Form S-4 No. 333-30407) and related Prospectus of KeySpan Energy Corporation for the registration of 51,864,212 shares of KeySpan Energy Corporation Common Stock. ERNST & YOUNG LLP Melville, New York June 27, 1997 EX-24.C 4 CERTIFIED COPY OF RESOLUTIONS OF LILCO BOARD/DIRECTORS Exhibit 24(c) FORM S-4 Registration Statement LONG ISLAND LIGHTING COMPANY I, KATHLEEN A. MARION, Corporate Secretary of LONG ISLAND LIGHTING COMPANY (the "Company"), a New York corporation, DO HEREBY CERTIFY that annexed hereto is a true, correct and complete copy of the resolution adopted at a meeting of the Board of Directors of the Company duly called and held on February 5, 1997, at which meeting a quorum was present and acting throughout. AND I DO FURTHER CERTIFY that the foregoing resolution has not been in any way amended, annulled, rescinded or revoked and that the same is still in full force and effect. WITNESS my hand and the seal of the Company this 25th day of June, 1997. /s/ Kathleen A. Marion ----------------------- KATHLEEN A. MARION Corporate Secretary (Corporate Seal) LONG ISLAND LIGHTING COMPANY (Resolution adopted on February 5, 1997) "RESOLVED, that 1. the proper officers of this Company are authorized to execute and file with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the Joint Proxy Statement/Prospectus, as prescribed by said Commission pursuant to said Act and the rules and regulations promulgated thereunder, substantially in the form submitted to each of the directors with such additional changes therein as counsel for the Company shall approve; 2. the proper officers of this Company are hereby authorized to make any payments and do any acts and things, including the execution and filing of any amendment to said Joint Proxy Statement/Prospectus as they may deem necessary or desirable to effect such filing; and the Corporate Secretary or any Assistant Corporate Secretary, or any other officer of this Company, is hereby authorized to certify and deliver to the Securities and Exchange Commission copies of this resolution as evidence of such powers." -----END PRIVACY-ENHANCED MESSAGE-----