<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 1997
REGISTRATION NO. 333-30407
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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COPIES OF ALL CORRESPONDENCE TO:
LANCE D. MYERS, ESQ.
CULLEN AND DYKMAN
177 MONTAGUE STREET
BROOKLYN, NEW YORK 11201-3633
(718) 855-9000
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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. [_]
<PAGE>
ITEM 21. EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
<C> <S> <C>
*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
</TABLE>
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* Filed previously
<PAGE>
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
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
<C> <S> <C>
* 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
</TABLE>
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* Filed previously
<PAGE>
EXHIBIT 5(a)
June 27, 1997
KeySpan Energy Corporation
One MetroTech Center
Brooklyn, New York 11201-3850
Dear Sirs:
Reference is made to the Registration Statements on Form S-4, as amended
(Registration No. 333-18025 and 333-30407), (the "Registration Statement") filed
with the Securities and Exchange Commission by you, as Registrant, for the
purpose of registering under the Securities Act of 1933, as amended (the "Act"),
51,864,212, shares of Common Stock, par value $.33 1/3 per share (the "Common
Stock") of KeySpan Energy Corporation, a New York corporation (the "Company").
We are acting as your general counsel and are supervising corporate proceedings
in connection with the authorization, issuance and exchange of the Common Stock.
In arriving at the opinions expressed below, we have examined such corporate
records, certificates and other documents as we have considered necessary or
appropriate for purposes of this opinion. We have also examined and relied upon
(1) information obtained from public officials, officers of the Company and
officers of The Brooklyn Union Gas Company ("Brooklyn Union") and other sources
we believe to be responsible; and (2) such other documents, and have made such
investigations of law as we have deemed appropriate as a basis for the opinions
expressed below. In rendering the opinions expressed below, we have assumed the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
On the basis of such examination, we advise you that upon (i) the Board of
Directors of the Company and Brooklyn Union having taken all required corporate
action, (ii) the Registration Statement relating to the Common Stock having
become effective under the Act, (iii) the Agreement and Plan of Exchange (the
"Exchange Agreement") attached as an Annex to the Joint Proxy
Statement/Prospectus contained in the Registration Statement (the "Prospectus")
having been duly adopted by Brooklyn Union common shareholders at Brooklyn
Union's Special Meeting referred to in the Prospectus, (iv) all conditions in
the Exchange Agreement to the effectiveness of the share exchange provided for
therein having been satisfied and a Restated Certificate of Incorporation of the
Company substantially in the form attached as an Annex to the Prospectus having
been duly filed with the Department of State of the State of New York (the
"Department of State"), (v) a Certificate of Exchange under Section 913 of the
New York Business Corporation Law having been duly filed with the Department of
State, and (vi) the Common Stock having been duly issued and sold in the
transactions contemplated by the Exchange Agreement and the Prospectus, then, in
our opinion, the Common Stock will have been validly issued, and will be fully
paid, and nonassessable.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of New York, and we are expressing no opinion as to
the effect of the laws of any other jurisdiction.
<PAGE>
-2-
KeySpan Energy Corporation June 27, 1997
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name in the Prospectus under the caption "Validity of KeySpan common
Stock". In giving this consent we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
Cullen & Dykman
<PAGE>
Exhibit 15
1345 Avenue of the Americas
New York, New York 10105
June 27, 1997
KeySpan Energy Corporation
c/o The Brooklyn Union Gas Company
One MetroTech Center
Brooklyn, New York 11201
Gentlemen,
We are aware that KeySpan Energy Corporation has incorporated by reference in
its Registration Statement No. 333-30407 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
<PAGE>
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
