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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) September 29, 1997
KEYSPAN ENERGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
New York
(State or Other Jurisdiction of Incorporation)
1-722 11-3344628
(Commission File Number) (IRS Employer Identification No.)
One MetroTech Center, Brooklyn, New York 11201-3850
(Address of Principal Executive Offices) (Zip Code)
(718) 403-1000
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Items 1-4. Not Applicable.
Item 5. Other Events.
Effective immediately following the close of
business on September 29, 1997, KeySpan Energy Corporation, a
New York corporation ("KeySpan"), previously a wholly-owned
subsidiary of The Brooklyn Union Gas Company, a New York
corporation ("Brooklyn Union"), became 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"). The KeySpan
Exchange has taken place 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. 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.
As of the effective date and pursuant to the terms
of the Exchange Agreement and the KeySpan Exchange, holders of
Brooklyn Union common stock have become holders of KeySpan
common stock on a one-for-one basis. KeySpan common stock,
par value $.33 per share, has been listed on the New York
Stock Exchange and is deemed registered as securities of a
successor issuer under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act") pursuant
to Rule 12g-3(a) thereunder. Brooklyn Union's common stock
has been delisted by the New York Stock Exchange and will be
deregistered with the Securities and Exchange Commission.
Brooklyn Union will continue to operate its present
utility business as a wholly-owned 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, which
participate and own investments in gas and oil exploration,
production and processing, gas pipeline transportation and
storage, cogeneration, marketing and other energy-related
services.
Items 6. Not Applicable.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a)-(b) Not Applicable.
(c) Exhibits.
Exhibit No. Exhibit
2.1 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)
2.2 Brooklyn Union Proposal 2: Holding Company and
Adoption of the KeySpan Exchange Agreement.
(Incorporated herein by reference from Annex J of
Exhibit 2.1 hereto)
2.3 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 2.1 hereto)
3.1 Restated Certificate of Incorporation and By-Laws of
KeySpan Energy Corporation. (Incorporated herein by
reference from Annex L of Exhibit 2.1 hereto)
Item 8. Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
KEYSPAN ENERGY CORPORATION
Dated: September 29, 1997 By: /s/ V.D. Enright
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V.D. Enright
Senior Vice President,
Chief Financial Officer
Chief Accounting Officer
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Exhibit No. Exhibit
2.1 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)
2.2 Brooklyn Union Proposal 2: Holding Company and
Adoption of the KeySpan Exchange Agreement.
(Incorporated herein by reference from Annex J of
Exhibit 2.1 hereto)
2.3 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 2.1 hereto)
1
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Exhibit No. Exhibit
3.1 Restated Certificate of Incorporation and By-Laws of
KeySpan Energy Corporation. (Incorporated herein by
reference from Annex L of Exhibit 2.1 hereto)
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