Brooklyn Union Gas Co, et al. – ‘POS AM’ on 7/3/97

As of:  Thursday, 7/3/97   ·   Accession #:  950130-97-3090   ·   File #s:  333-30353, -01, -02

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment No. 1 to Form S-4             7     40K 
 2: EX-15       Letter From Arthur Andersen LLP                        1      8K 
 3: EX-23.B     Consent of Ernst & Young                               1      6K 
 4: EX-24.C     Certified Copy of Resolutions of Lilco                 2      8K 
                          Board/Directors                                        

POS AM   —   Post-Effective Amendment No. 1 to Form S-4
Document Table of Contents

POS AM
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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. [_]                        

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ITEM 21. EXHIBITS                                                               

                                                                [Download Table]

                                                                   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                                                                

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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               

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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                                  

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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.                                                        

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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

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INDEX TO EXHIBITS 

                                                                [Download Table]

                                                                   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                                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
Filed on:		7/3/97		1		6			8-K,  DEFA14A,  POS AM
		6/26/97		1		7			8-K
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