SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
The Houston Exploration Company
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
44212010
(CUSIP Number)
Robert B. Catell
Chief Executive Officer
KeySpan Energy Corporation
One MetroTech Center
Brooklyn, New York 11201
(718) 403-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 29, 1997
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 17 Pages)
<PAGE>
- -------------------- ---------------------
CUSIP NO. 44212010 13D Page 2 of 17 Pages
- -------------------- ---------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
KeySpan Energy Corporation
I.R.S. Identification No. 11-3344628
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 15,295,215 (indirectly through The Brooklyn Union
SHARES Gas Company and THEC Holdings Corp.)
BENEFICIALLY -----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING -----------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 15,295,215 (indirectly through The Brooklyn Union
Gas Company and THEC Holdings Corp.)
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,295,215 (indirectly through The Brooklyn Union Gas Company and
THEC Holdings Corp.)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
(Page 2 of 17 Pages)
<PAGE>
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CUSIP NO. 44212010 13D Page 3 of 17 Pages
- -------------------- ---------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Brooklyn Union Gas Company
I.R.S. Identification No. 11-10584613
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 15,295,215 (indirectly through THEC Holdings Corp.)
SHARES -------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 15,295,215 (indirectly through THEC Holdings Corp.)
WITH -------------------------------------------------------
10. SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,295,215 (indirectly through THEC Holdings Corp.)
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
(Page 3 of 17 Pages)
<PAGE>
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CUSIP NO. 44212010 13D Page 4 of 17 Pages
- -------------------- ---------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THEC Holdings Corp.
I.R.S. Identification No. 76-0489610
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 15,295,215
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 15,295,215
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,295,215
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
(Page 4 of 17 Pages)
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per share
(the "Common Stock"), of The Houston Exploration Company, a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
1100 Louisiana, Suite 2000, Houston, Texas 77002-5219.
Item 2. Identity and Background.
Item 2(a) through Item 2(c), Item 2(f)
This statement is being filed by KeySpan Energy Corporation, a New York
corporation ("KeySpan"), The Brooklyn Union Gas Company, a New York corporation
("Brooklyn Union"), and THEC Holdings Corp., a Delaware corporation ("THEC"),
with respect to the Common Stock beneficially owned by THEC and beneficially
owned by KeySpan and Brooklyn Union indirectly through THEC. Each of THEC,
Brooklyn Union and KeySpan has its principal place of business at One MetroTech
Center, Brooklyn, New York 11201.
The Issuer was incorporated in December 1985 to conduct certain of the
natural gas and oil exploration and development activities of Brooklyn Union.
Prior to the Issuer's September 1996 completion of its initial public offering
(the "IPO") of 7,130,000 shares of its Common Stock, the Issuer was a direct
wholly-owned subsidiary of THEC and an indirect wholly-owned subsidiary of
Brooklyn Union.
KeySpan, previously a wholly-owned subsidiary of Brooklyn Union, has
become its parent holding company in connection with the restructuring of
Brooklyn Union into a holding company format pursuant to a mandatory exchange of
shares with KeySpan (the "KeySpan Exchange"), effective immediately following
the close of business on September 29, 1997, in accordance with the Amended and
Restated Agreement and Plan of Exchange, dated as of June 26, 1997 (the
"Exchange Agreement"), between KeySpan and Brooklyn Union, included as Annex K
to the Joint Proxy/Prospectus (hereinafter defined). The KeySpan Exchange and
the Exchange Agreement were approved by Brooklyn Union common shareholders at
Brooklyn Union's Special Meeting held on August 7, 1997 (the "Special Meeting")
and are described in "Brooklyn Union Proposal 2: Holding Company and Adoption of
the KeySpan Exchange Agreement", included as Annex J to the Joint Proxy
Statement of The Brooklyn Union Gas Company and Long Island Lighting Company and
Prospectus of BL Holding Corp. and KeySpan Energy Corporation (the "Joint
Proxy/Prospectus"). The Joint Proxy/Prospectus, including the annexes thereto,
and the Exchange Agreement are filed as exhibits hereto and Annexes J and K to
the Joint Proxy/Prospectus are hereby incorporated by reference into this Item
2. As the new parent holding company of Brooklyn Union, any securities
beneficially owned by Brooklyn Union, or indirectly by Brooklyn Union through
THEC, may be regarded, for purposes of Section 13(d) of the
(Page 5 of 17 Pages)
<PAGE>
Securities Exchange Act of 1934 (the "Exchange Act"), as being beneficially
owned by KeySpan.
The principal business of KeySpan is as a holding company of Brooklyn
Union, which will continue to operate its present utility business as a
subsidiary of KeySpan. Brooklyn Union currently distributes natural gas at
retail in the Boroughs of Brooklyn and Staten Island and two-thirds of the
Borough of Queens in New York City. It is anticipated that KeySpan will also
become the parent holding company of any future non-utility subsidiaries and
certain of Brooklyn Union's existing principal non-utility subsidiaries. The
principal business of THEC is as a holding company of the Issuer.
Annexes A-1, A-2 and A-3 attached hereto set forth, with respect to
each executive officer and director of KeySpan, Brooklyn Union and THEC,
respectively, the following information: (a) name, (b) residence or business
address, (c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted, and (d) citizenship.
Item 2(d) and Item 2(e)
None of KeySpan, Brooklyn Union or THEC, nor, to the best knowledge and
belief of KeySpan, Brooklyn Union and THEC, any of their respective executive
officers or directors, has during the last five years 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 such proceeding 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.
Item 3. Source and Amount of Funds or Other Consideration.
No funds were used to obtain beneficial ownership of the Common Stock
by KeySpan, Brooklyn Union or THEC. As discussed in Item 2 above, the Common
Stock may be regarded, for purposes of Section 13(d) of the Exchange Act, as
being beneficially owned by each of KeySpan, Brooklyn Union and THEC as a result
of the KeySpan Exchange. The Joint Proxy/Prospectus and the Exchange Agreement
are filed as exhibits hereto and Annexes J and K to the Joint Proxy/Prospectus
are hereby incorporated by reference into this Item 3.
(Page 6 of 17 Pages)
<PAGE>
Item 4. Purpose of the Transaction.
Pursuant to the Exchange Agreement and the KeySpan Exchange discussed
in Item 2 above, KeySpan has become the holding company of Brooklyn Union and
holders of Brooklyn Union common stock have become holders of KeySpan common
stock on a one-for-one basis. KeySpan common stock, par value $.331/3 per share,
has been listed on the New York Stock Exchange and is deemed registered pursuant
to Section 12(b) or 12(g) of the Exchange Act pursuant to Rule 12g-3 under the
Exchange Act. Brooklyn Union's common stock has been delisted by the New York
Stock Exchange and will be deregistered with the Securities and Exchange
Commission.
For more information concerning the purpose of the transaction, see the
captions entitled "Brooklyn Union Proposal 2: Holding Company and Adoption of
the KeySpan Exchange Agreement -- Reasons for the Holding Company Structure and
KeySpan Share Exchange," " -- Certain Considerations" and "A. The KeySpan Share
Exchange" in Annex J to the Joint Proxy/Prospectus and the Exchange Agreement
included as Annex K to the Joint Proxy/Prospectus. The Joint Proxy/Prospectus
and the Exchange Agreement are filed as exhibits hereto and Annexes J and K to
the Joint Proxy/Prospectus are hereby incorporated by reference into this Item
4.
At the Special Meeting, Brooklyn Union shareholders also approved the
combination of Brooklyn Union and Long Island Lighting Company ("LILCO") (the
"LILCO Combination") pursuant to the Amended and Restated Agreement and Plan of
Exchange and Merger, dated as of June 26, 1997 (the "Merger Agreement"), between
Brooklyn Union and LILCO. KeySpan has assumed Brooklyn Union's rights and
obligations under the Merger Agreement. The Merger Agreement provides that
KeySpan will engage in a merger with a subsidiary of a newly formed holding
company ("BL Holding Corp."), which will be the holding company for KeySpan and
LILCO. Subject to the terms and conditions described in the Joint
Proxy/Prospectus and the Merger Agreement, BL Holding Corp. would acquire
indirect ownership of the Common Stock if the LILCO Combination is consummated.
The LILCO Combination is described in the Joint Proxy/Prospectus which is filed
as an exhibit hereto and is hereby incorporated by reference into this Item 4.
The Merger Agreement, included as Annex A to the Joint Proxy/Prospectus, is also
filed as an exhibit hereto and is hereby incorporated by reference into this
Item 4. See also the caption entitled "Brooklyn Union Proposal 2: Holding
Company and Adoption of the KeySpan Exchange Agreement -- Relationship Between
the KeySpan Share Exchange and the LILCO Combination" in Annex J to the Joint
Proxy/Prospectus.
(Page 7 of 17 Pages)
<PAGE>
As of the date of the filing of this statement, none of KeySpan,
Brooklyn Union or THEC, nor, to the best knowledge and belief of KeySpan,
Brooklyn Union and THEC, any of their respective executive officers or
directors, has any other plan or proposal which relates to or would result in
any of the actions set forth in parts (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of the filing of this statement, THEC beneficially
owns, and KeySpan and Brooklyn Union beneficially own indirectly through THEC,
15,295,215 shares of Common Stock, representing approximately 66.0% of the
shares of Common Stock reported to be outstanding as of July 31, 1997 (as
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997).
(b) THEC has, and KeySpan and Brooklyn Union have indirectly through
THEC, sole power to vote or direct the vote and to dispose or direct the
disposition of shares of Common Stock owned by it.
(c) Except as described in this Schedule 13D, none of KeySpan, Brooklyn
Union or THEC, nor, to the best knowledge and belief of KeySpan, Brooklyn Union
and THEC, any of their respective executive officers or directors, has effected
any transaction in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
THEC and the Issuer entered into a Registration Rights Agreement, dated
as of September 19, 1996, (the "Registration Rights Agreement"), in connection
with the Issuer's IPO. The Registration Rights Agreement provides THEC with the
right to require (a "Demand") the Issuer to register any or all of the Common
Stock held by it in a public offering pursuant to the Securities Act of 1933, as
amended (the "Securities Act"). Demand registrations are subject to the right of
the Issuer to delay any exercise by THEC of this right for a period of up to 180
days if, in the Issuer's judgment, the Issuer or any offering by the Issuer then
being conducted or about to be conducted would be adversely affected. Pursuant
to the Registration Rights Agreement, THEC also has the right to "piggyback" or
include its Common Stock in any registration of Common Stock made by the Issuer.
(Page 8 of 17 Pages)
<PAGE>
Expenses, other than underwriters' discounts and commissions, incurred
in connection with such Demand or piggyback registration pursuant to the
Registration Rights Agreement are to be paid by the Issuer. The Issuer agreed to
indemnify THEC, its officers, directors, agents, any underwriter, and each
person controlling any of the foregoing, against certain liabilities under the
Securities Act or the securities laws of any state or country in which
securities of the Issuer are sold pursuant to the Registrations Rights
Agreement.
The Registration Rights Agreement is filed as an exhibit hereto and is
hereby incorporated by reference into this Item 6.
The Chief Executive Officer of KeySpan and Brooklyn Union is the
Chairman of the Board of Directors of the Issuer. The Executive Vice President -
Utility Division of KeySpan, a director of KeySpan and the President of Brooklyn
Union is also a director of the Issuer. One of the directors of each of THEC and
KeySpan is also a director of the Issuer.
Except as described in this Schedule 13D, or in the exhibits hereto,
none of KeySpan, Brooklyn Union or THEC, nor, to the best knowledge and belief
of KeySpan, Brooklyn Union and THEC, any of their respective directors or
executive officers, is a party to any other contract, arrangement, understanding
or relationship with respect to any securities of the Issuer.
Item 7. Material to be filed as Exhibits.
1 Joint Proxy Statement of The Brooklyn Union Gas Company and Long Island
Lighting Company and Prospectus of BL Holding Corp. and KeySpan Energy
Corporation, dated June 27, 1997, included in the Registration
Statement on Form S-4 filed on June 30, 1997, as amended by
Post-Effective Amendment No. 1, filed on July 3, 1997. (Incorporated
herein by reference from KeySpan Energy Corporation's Form S-4
Registration Statement No. 333-30407)
2 Amended and Restated Agreement and Plan of Exchange, dated as of June
26, 1997, between The Brooklyn Union Gas Company and KeySpan Energy
Corporation. (Incorporated herein by reference from Annex K of Exhibit
1 hereto)
3 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. (Incorporated herein by reference from
Annex A of Exhibit 1 hereto)
(Page 9 of 17 Pages)
<PAGE>
4 Registration Rights Agreement, dated as of September 19, 1996, between
THEC Holdings Corp. and The Houston Exploration Company. (Incorporated
herein by reference from the Issuer's Form S-1 Registration Statement
No. 333-4437)
(Page 10 of 17 Pages)
<PAGE>
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.
Dated: October 7, 1997
KeySpan Energy Corporation
By: /s/ Robert B. Catell
---------------------------------------------
Name: Robert B. Catell
Title: President and Chief Executive Officer
The Brooklyn Union Gas Company
By: /s/ Robert B. Catell
---------------------------------------------
Name: Robert B. Catell
Title: Chief Executive Officer
THEC Holdings Corp.
By: /s/ Theodore Spar
---------------------------------------------
Name: Theodore Spar
Title: President
(Page 11 of 17 Pages)
<PAGE>
ANNEX A-1
The name, position and present principal occupation of each director and
executive officer of KeySpan are set forth below.
The business address for each of the executive officers and directors listed
below is KeySpan Energy Corporation, One MetroTech Center, Brooklyn, New York
11201.
All executive officers and directors listed below are United States citizens.
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
- ---- -------- ----------------------------
<S> <C> <C>
Robert B. Catell Chairman, President and Chairman, President and Chief
Chief Executive Officer Executive Officer of KeySpan
and Director
Craig G. Matthews Executive Vice President - President and Chief Operating
Utility Division and Officer of Brooklyn Union
Director
Vincent D. Enright Senior Vice President and Senior Vice President, Chief
Chief Financial Officer and Financial Officer and Chief
Chief Accounting Officer Accounting Officer
of KeySpan
Maurice K. Shaw Senior Vice President - Senior Vice President - Corporate
Corporate Affairs Affairs of KeySpan
David L. Phillips Senior Vice President - Senior Vice President - Strategic
Strategic Planning and Planning and Corporate
Corporate Development Development of KeySpan
William K. Feraudo Senior Vice President - Senior Vice President - Energy
Energy Marketing Group Marketing Group of KeySpan
Roger J. Walz Vice President and General Vice President and General
Auditor Auditor of KeySpan
Robert R. Wieczorek Vice President, Secretary Vice President, Secretary and
and Treasurer Treasurer of Brooklyn Union
Kenneth I. Chenault Director President and Chief Operating
Officer, American Express
Company
</TABLE>
(Page 12 of 17 Pages)
<PAGE>
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
- ---- -------- ----------------------------
<S> <C> <C>
Edward D. Miller Director President and Chief Executive
Officer, The Equitable Companies
Inc.
Alan H. Fishman Director Managing Partner, Columbia
Financial Partners, L.P.
Helmut W. Peter Director Retired Vice Chairman, The
Brooklyn Union Gas Company
James Q. Riordan Director Retired Vice Chairman and Chief
Financial Officer, Mobil Corp.
</TABLE>
(Page 13 of 17 Pages)
<PAGE>
ANNEX A-2
The name, position and present principal occupation of each director and
executive officer of Brooklyn Union are set forth below.
The business address for each of the executive officers and directors listed
below is The Brooklyn Union Gas Company, One MetroTech Center, Brooklyn, New
York 11201.
All executive officers and directors listed below are United States citizens.
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
- ---- -------- ----------------------------
<S> <C> <C>
Robert B. Catell Chairman, Chairman, President and Chief
Chief Executive Officer Executive Officer of KeySpan
and Director
Craig G. Matthews President, Chief Operating President and Chief Operating
Officer and Director Officer of Brooklyn Union
Vincent D. Enright Senior Vice President and Senior Vice President and Chief
Chief Financial Officer Financial and Accounting Officer
of KeySpan
Roger J. Walz Vice President and General Vice President and General
Auditor Auditor of KeySpan
Robert R. Wieczorek Vice President, Secretary Vice President, Secretary and
and Treasurer Treasurer of Brooklyn Union
Richard M. Desmond Vice President, Vice President, Comptroller and
Comptroller and Chief Chief Accounting Officer of
Accounting Officer Brooklyn Union
Anthony J. DiBrita Senior Vice President Senior Vice President of Brooklyn
Union
Robert J. Fani Senior Vice President Senior Vice President of Brooklyn
Union
Wallace P. Parker Senior Vice President Senior Vice President of Brooklyn
Union
</TABLE>
(Page 14 of 17 Pages)
<PAGE>
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
- ---- -------- ----------------------------
<S> <C> <C>
Lenore F. Puleo Senior Vice President Senior Vice President of Brooklyn
Union
Edward J. Sondey Senior Vice President Senior Vice President of Brooklyn
Union
Tina G. Barber Vice President and Chief Vice President and Chief
Information Officer Information Officer of Brooklyn
Union
Robert H. Preusser Vice President and Chief Vice President and Chief Engineer
Engineer of Brooklyn Union
Andrea S. Christensen Director Partner, Kaye, Scholer, Fierman,
Hays & Handler
Donald H. Elliott Director Counsel, Hollyer Brady Smith
Troxell Barrett Rockett Hines &
Mone LLP
James L. Larocca Director Lawyer and Consultant
James Q. Riordan Director Retired Vice Chairman and Chief
Financial Officer, Mobil Corp.
Charles Uribe Director Chairman and Chief Executive
Officer, AJ Contracting Company,
Inc.
</TABLE>
(Page 15 of 17 Pages)
<PAGE>
ANNEX A-3
The name, position and present principal occupation of each director and
executive officer of THEC are set forth below.
The business address for each of the executive officers and directors listed
below is THEC Holding Corp., One MetroTech Center, Brooklyn, New York 11201.
All executive officers and directors listed below are United States citizens.
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
- ---- -------- ----------------------------
<S> <C> <C>
Theodore Spar President and Director Vice President - Business
Alliances and Investments of
KeySpan
S. Zain Mirza Vice President, Chief Manager, Diversification of
Financial Officer and KeySpan
Secretary
Robert B. Catell Director Chairman, President and Chief
Executive Officer of KeySpan
Vincent D. Enright Director Senior Vice President and Chief
Financial Officer and Chief
Accounting Officer of KeySpan
</TABLE>
(Page 16 of 17 Pages)
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
1 Joint Proxy Statement of The Brooklyn Union Gas Company
and Long Island Lighting Company and Prospectus of BL
Holding Corp. and KeySpan Energy Corporation, dated
June 27, 1997, included in the Registration Statement
on Form S-4 filed on June 30, 1997, as amended by
Post-Effective Amendment No. 1, filed on July 3, 1997.
(Incorporated herein by reference from KeySpan Energy
Corporation's Form S-4 Registration Statement No.
333-30407)
2 Amended and Restated Agreement and Plan of Exchange,
dated as of June 26, 1997, between The Brooklyn Union
Gas Company and KeySpan Energy Corporation.
(Incorporated herein by reference from Annex K of
Exhibit 1 hereto)
3 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. (Incorporated herein by reference from Annex A
of Exhibit 1 hereto)
4 Registration Rights Agreement, dated as of September
19, 1996, between THEC Holdings Corp. and The Houston
Exploration Company. (Incorporated herein by reference
from the Issuer's Form S-1 Registration Statement No.
333-4437)
(Page 17 of 17 Pages)
