Keyspan Energy Corp/NY – ‘POS AM’ on 7/3/97

As of:  Thursday, 7/3/97   ·   Accession #:  950130-97-3091   ·   File #:  333-30407

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment No. 1 to Form S-4             4     23K 
 2: EX-5.A      Opinion of Cullen and Dykman                           2      9K 
 3: EX-15       Letter From Arthur Andersen LLP                        1      7K 
 4: EX-23.B     Consent of Ernst & Young                               1      6K 

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

POS AM
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 1997  
                                                    REGISTRATION NO. 333-30407
------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 

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  

--------------- 

KEYSPAN ENERGY CORPORATION  
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)  

NEW YORK                      4939                    11-3344628  
(STATE OR OTHER       (PRIMARY STANDARD INDUSTRIAL     (I.R.S. EMPLOYER   
JURISDICTION OF        CLASSIFICATION CODE NUMBER)   IDENTIFICATION NO.)  
INCORPORATION OR                                                          
ORGANIZATION)                                                           
C/O THE BROOKLYN UNION GAS COMPANY  
ONE METROTECH CENTER  
BROOKLYN, NEW YORK 11201-3850 
(718) 403-2000  
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, 
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 

VINCENT D. ENRIGHT  
THE BROOKLYN UNION GAS COMPANY  
ONE METROTECH CENTER  
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:  

LANCE D. MYERS, ESQ.  
CULLEN AND DYKMAN 
177 MONTAGUE STREET 
BROOKLYN, NEW YORK 11201-3633 
(718) 855-9000  

--------------- 

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 KeySpan holding company restructuring, as        
described in Annex J 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. [_]                        

POS AM
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
ITEM 21. EXHIBITS                                                               

                                                                [Download Table]

                                                                  SEQUENTIALLY
EXHIBIT                                                             NUMBERED  
NUMBER                          EXHIBIT                               PAGE    
-------                         -------                           ------------
                                                                              

*2 (a)   -- Amended and Restated Agreement and Plan of Exchange,              
            dated as of June 26, 1997, by and between The Brooklyn            
            Union Gas Company and KeySpan Energy Corporation attached         
            as Annex K to the Joint Proxy Statement/Prospectus,               
            which forms a part of this Registration Statement)                
 2 (b)   -- 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 State-            
            ment/Prospectus, which forms a part of this Registration          
            Statement)                                                        
 2 (c)   -- 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 (d)   -- Amended and Restated Brooklyn Union 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 (e)   -- Agreement and Plan of Merger, dated as of June 26, 1997,          
            by and among BL Holding Corp., Long Island Light 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)   -- Restated Certificate of Incorporation and Bylaws of               
            KeySpan Energy Corporation (attached as Annex L to the            
            Joint Proxy Statement/Prospectus, which forms a part of           
            this Registration Statement)                                      
 4 (a)   -- Form of Common Stock certificate of KeySpan Energy                
            Corporation (incorporated by reference from Registration          
            Statement No. 333-18025)                                          
 5 (a)   -- Opinion of Cullen and Dykman                                      
*5 (b)   -- Opinion of Sullivan & Cromwell                                    
*8       -- Tax Opinion of Sullivan & Cromwell                                
 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 Cullen and Dykman (included in Exhibit 5(a))           
*23(d)   -- Consent of Sullivan & Cromwell (included in Exhibit 5(b)          
            and Exhibit 8)                                                    
*24      -- Power of Attorney (contained on signature page)                   
*99      -- Proxy Card for The Brooklyn Union Gas Company                     

--------                                                                        
* Filed previously                                                              

POS AM
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
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

II-4  

POS AM
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
INDEX TO EXHIBITS 

                                                                [Download Table]

                                                                   SEQUENTIALLY
 EXHIBIT                                                             NUMBERED  
 NUMBER                          EXHIBIT                               PAGE    
 -------                         -------                           ------------
                                                                               

* 2 (a)   -- Amended and Restated Agreement and Plan of Exchange,              
             dated as of June 26, 1997, by and between The Brooklyn            
             Union Gas Company and KeySpan Energy Corporation attached         
             as Annex K to the Joint Proxy Statement/Prospectus,               
             which forms a part of this Registration Statement)                
  2 (b)   -- 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 State-            
             ment/Prospectus, which forms a part of this Registration          
             Statement)                                                        
  2 (c)   -- 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 (d)   -- Amended and Restated Brooklyn Union 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 (e)   -- Agreement and Plan of Merger, dated as of June 26, 1997,          
             by and among BL Holding Corp., Long Island Light 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)   -- Restated Certificate of Incorporation and Bylaws of               
             KeySpan Energy Corporation (attached as Annex L to the            
             Joint Proxy Statement/Prospectus, which forms a part of           
             this Registration Statement)                                      
  4 (a)   -- Form of Common Stock certificate of KeySpan Energy                
             Corporation (incorporated by reference from Registration          
             Statement No. 333-18025)                                          
  5 (a)   -- Opinion of Cullen and Dykman                                      
 *5 (b)   -- Opinion of Sullivan & Cromwell                                    
 *8       -- Tax Opinion of Sullivan & Cromwell                                
  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 Cullen and Dykman (included in Exhibit 5 (a))          
 *23(d)   -- Consent of Sullivan & Cromwell (included in Exhibit 5(b)          
             and Exhibit 8)                                                    
 *24      -- Power of Attorney (contained on signature page)                   
 *99      -- Proxy Card for The Brooklyn Union Gas Company                     

--------                                                                        
* Filed previously                                                              

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		3			POS AM
		6/26/97		2		4
									List all Filings