As filed with the Securities and Exchange Commission on May 27, 1998
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MARKETSPAN CORPORATION
(Exact name of registrant as specified in its charter)
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New York 11-3431358
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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175 East Old Country Road, Hicksville, New York 11801
(516) 755-6650
(Address and telephone number of principal executive offices)
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CRAIG G. MATTHEWS, Executive Vice President and Chief Financial Officer
MARKETSPAN CORPORATION
175 East Old Country Road
Hicksville, New York 11801
(516) 755-6650
(Name, address and telephone number of agent for service)
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Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /x/
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount Of
Title of Each Class of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered Per Unit* Offering Price* Fee
---------------- ---------- --------- --------------- ---
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 5,000,000 Shares $35.00 per share $175,000,000 $51,625
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(o), on the basis of the estimated maximum aggregate offering price
of the registrant's common stock.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PROSPECTUS
MARKETSPAN CORPORATION
INVESTOR PROGRAM
MarketSpan Corporation (the "Company"), as a service to registered
shareholders of its common and certain series of preferred stock ("Company
Stock"), customers and other investors, hereby offers an Investor Program (the
"Plan"). The Plan is designed to provide such individuals with a convenient and
inexpensive way to purchase and sell shares of Common Stock of the Company, par
value $0.01 per share ("Common Stock"), and to reinvest all or a portion of
their cash dividends in additional shares of Common Stock. The investors
participating in the Plan ("Participants") will be charged modest fees for
certain services and transactions. (See "Summary of Plan Services and Fees to
Participants".)
Participants in the Plan may:
o Begin participation by making an Initial Investment of at least $250 but
not more than $150,000, the annual maximum investment. Persons not
currently owning Company Stock will be charged a one-time enrollment fee
of $7.50.
o Purchase additional shares of Common Stock automatically by reinvesting
all or a portion of their cash dividends. Dividend payments not reinvested
will be paid to Participants by check or will be deposited electronically
upon written request.
o Purchase additional shares of Common Stock by making Optional Cash
Investments on a weekly basis by check or electronic transfer in amounts
of at least $25 per investment but not more than $150,000 per year.
o Deposit their Common Stock certificates with the Plan Administrator, as
such term is defined below, for safekeeping free of charge.
o Request the issuance of a certificate, or transfer to another Participant
all or a portion of their Plan shares free of charge. Certificates will
only be issued in whole share amounts.
o Sell Plan shares by providing written instructions to the Plan
Administrator or by using the automated telephone sales feature.
Participants will be charged a sales fee of $5.00 for each transaction and
a brokerage commission of $0.05 per share sold.
o Beneficial owners of Company Stock whose shares are registered in the
names of brokers or bank nominees (i.e. held in "street name"), may
participate only in the dividend reinvestment feature of the Plan by
making arrangements with their brokers/banks to participate on such
beneficial owner's behalf.
This Prospectus relates to 5,000,000 shares of the Company's Common Stock
available for purchase under the Plan.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS ANY SUCH
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -----------------
The date of this Prospectus is May 27, 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "SEC"). Information as of particular dates concerning Directors
and Officers of the Company, their remuneration and any material interest of
such persons in transactions with the Company is disclosed in proxy statements
distributed to shareholders of the Company and filed with the SEC. Such reports,
proxy statements and other information, once filed, can be inspected and copied
at the public reference facilities of the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the SEC's regional offices at 500
West Madison Street, Chicago, Illinois 60661 and at 7 World Trade Center, New
York, New York 10048. Copies of such material can also be obtained at prescribed
rates from the Public Reference Section of the SEC at its principal office. The
SEC maintains a Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding the Company, once filed.
In addition, certain securities of the Company are listed on the New York Stock
Exchange and the Pacific Stock Exchange where reports, proxy statements and
other information concerning the Company may be inspected.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents heretofore filed with the SEC pursuant to the Exchange Act:
1. Long Island Lighting Company's (LILCO) Annual Report on Form 10-K/A,
for the year ended December 31, 1996.
2. Long Island Lighting Company's Transition Report on Form 10-Q for
the period January 1, 1997 to March 31, 1997, and its Quarterly
Reports on Form 10-Q for the periods ended June 30, 1997, September
30, 1997 and December 31, 1997.
3. Long Island Lighting Company's Current Reports on Form 8-K, dated
April 24, 1998, December 31, 1997, July 3, 1997, March 24, 1997,
February 25, 1997, and December 30, 1996.
4. The Brooklyn Union Gas Company's Quarterly Reports on Form 10-Q for
the periods ended March 31, 1997 and June 30, 1997.
5. The Brooklyn Union Gas Company's Current Reports on Form 8-K, dated
September 19, 1997, March 31, 1997, February 24, 1997 and December
30, 1996.
6. KeySpan Energy Corporation's (KeySpan) Annual Report on Form 10-K, for
the year ended September 30, 1997.
7. KeySpan Energy Corporation's Quarterly Reports on Form 10-Q, for the
periods ended March 31, 1998 and December 31, 1997.
8. KeySpan Energy Corporation's Current Reports on Form 8-K, dated
April 24, 1998, December 19, 1997 and September 29, 1997.
<PAGE>
All documents filed by the Company, LILCO and KeySpan with the SEC pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
Prospectus and (i) with respect to the Company and KeySpan prior to the
termination of this offering and (ii) with respect to LILCO up to and including
the date upon which the transaction with the Long Island Power Authority
("LIPA") was consummated shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any or all of the documents and exhibits
referred to above which have been or may be incorporated by reference in this
Prospectus. Exhibits not specifically incorporated herein by reference will be
furnished upon payment of 25 cents per page. Requests for such copies should be
directed to Investor Relations, MarketSpan Corporation, 175 East Old Country
Road, Hicksville, New York 11801, telephone number (516) 545-4914.
THE COMPANY
MarketSpan Corporation is a New York corporation which serves as the parent
holding company of several operating companies (some of which are limited
liability companies) formed as part of a series of transactions involving Long
Island Lighting Company ("LILCO") and one or both of LIPA, a corporate municipal
instrumentality and subdivision of the State of New York, and KeySpan Energy
Corporation ("KeySpan"). Through its wholly owned subsidiaries, which include
The Brooklyn Union Gas Company, MarketSpan Corporation supplies natural gas
service in Nassau and Suffolk Counties, all on Long Island, as well as the
Boroughs of Brooklyn, Queens and Staten Island, in the City of New York. In
addition, MarketSpan Corporation owns all of the gas assets and operations,
non-nuclear electric generating assets, common plant and all related activities
formerly owned by LILCO and, through its wholly owned subsidiaries, manages and
operates the electric system on Long Island pursuant to an agreement with LIPA.
USE OF PROCEEDS
The Plan provides for, and the Company currently contemplates, the
issuance of Common Stock directly from the Company either from shares held in
the Company's treasury or as newly issued shares. The Plan also provides for the
purchase of Common Stock on the open market by an agent independent of the
Company. To the extent that shares of Common Stock are purchased directly from
the Company, the net proceeds are expected to be used for general corporate
purposes. The Company cannot estimate the number of shares of Common Stock that
the Company will sell through the Plan or the prices at which such shares will
be sold. Should Plan shares be purchased on the open market, the Company will
not receive any of the proceeds from the sale of such shares. The Company does
not expect to change the source of Plan shares frequently and will not do so
more than once in any three month period or such other period of time as may be
permitted under future SEC regulations.
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DESCRIPTION OF THE PLAN
The following is a question and answer explanation of the Plan and of the
terms and conditions under which Participants may purchase and sell shares of
Company Common Stock.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide registered shareholders of Company
Stock, customers and other investors a simple, convenient and economical way to
accumulate and increase their investment in Common Stock and to reinvest all or
a portion of their cash dividends in additional shares of Common Stock. The Plan
also provides Participants with an economical method to sell shares of Common
Stock.
Advantages and Disadvantages
2. What are the Advantages of the Plan?
The advantages of the Plan are as follows:
o Direct Purchase of Initial Shares: Persons not presently owning
shares of Company Stock may enroll in the Plan by making an initial
investment of at least $250 but not more than $150,000. Persons not
currently owning Company Stock will be charged a one-time enrollment
fee of $7.50.
o Reinvestment of Dividends: Participants may purchase additional
shares of Common Stock automatically by reinvesting all or a portion
of their cash dividends on or after the applicable payment date
("Dividend Payment Date"). Dividend payments not reinvested will be
paid to Participants by check or will be deposited electronically
upon written request.
o Direct Purchase of Common Stock through Optional Cash Investments:
Participants may purchase additional shares of Common Stock on a
weekly basis by making optional cash investments by check or
electronic transfer in amounts of at least $25 per investment, with
a maximum allowable investment of $150,000 per year. Participants
may elect not to reinvest their cash dividends and purchase
additional shares of Common Stock through optional cash investments
only.
o Certificate Safekeeping: The Plan offers a "safekeeping" service
free of charge, whereby shareholders of record may deposit their
Common Stock certificates with the Plan Administrator (see Question
20) and have these shares credited to their Plan account. This
feature prevents stock certificate loss, theft or destruction. Since
deposited shares become Plan shares, they may be transferred or sold
through the Plan in a convenient and economical manner.
o Reduced Fees: Fees charged to the Participant are usually less than if
the individual investor purchased or sold shares outside of the Plan
through a broker. (See "Summary of Plan Services and Fees to
Participants".)
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o Certificates/Transfer of Shares: Participants may request the
issuance of a certificate or transfer to another Participant of all
or a portion of their Plan shares free of charge. Certificates will
only be issued in whole share amounts.
o Convenient, Inexpensive Sale of Shares: Participants may sell Plan
shares by providing written instructions to the Plan Administrator
(see Question 21) or by using the automated telephone sales feature.
Participants will be charged a sales fee of $5.00 for each
transaction and a brokerage commission of $0.05 per share sold.
o Simplified Recordkeeping: Participants are furnished an acknowledgment
after each purchase or sale, quarterly statements and cumulative
year-end statements of their Plan Accounts, providing a simplified
method of recordkeeping.
3. What are the Disadvantages of the Plan?
The disadvantages of the Plan are as follows:
o No Interest Paid on Funds Pending Investment: No interest is paid on
dividends or optional cash investments held by the Plan Administrator
pending investment or reinvestment.
o Purchase/Sale Price Determination: Participants have no control over
the share price or the timing of the sale or purchase of Plan
shares. Participants cannot designate a specific price or a specific
date at which to sell or purchase Common Stock. In addition,
Participants will not know the exact number of shares purchased
until after the Investment Date, as such term is defined in the
answer to Question 15.
Administration
4. Who Administers the Plan?
The Bank of New York, the Company's Transfer Agent, or such successor
administrator as the Company may designate (the "Plan Administrator"),
administers the Plan, determines the timing of purchases on the open market,
holds shares of Common Stock acquired under the Plan, maintains records and
sends statements of account activity to Participants. Any open market purchases
and sales on behalf of the Participants will be made by the Plan Administrator
through BNY ESI & Co. ("BNY ESI"), a full-service brokerage firm and wholly
owned subsidiary of The Bank of New York Company, Inc. BNY ESI receives
brokerage commissions for related open market transactions, paid by the
Participant. (See "Summary of Plan Services and Fees to Participants.")
5. Who should I contact with questions regarding the Plan and its
administration?
You may contact the Plan Administrator with questions concerning the Plan
by calling its toll free number, 1-800-482-3638 or by writing to:
The Bank of New York
Shareholder Services Department
Church Street Station
P. O. Box 11258
New York, New York 10286-1258
The Plan Administrator's Internet addres is: "HTTP://STKXFER.BANKOFNY.COM".
The Pllan Administrator's e-mail address is: "[email protected]".
Please include MarketSpan Corporation on all inquiries/correspondence and
provide your Plan account number and/or social security number.
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6. Where do I send my written instructions for transactions such as optional
cash investments, sales, account termination, transfers and certificate
issuances (withdrawals)?
Participants are encouraged to use the bottom tear-off portion of their
statements to provide the Plan Administrator with their instructions. You may
send your written instructions to:
The Bank of New York
Dividend Reinvestment Department
P. O. Box 1958
Newark, New Jersey 07101-9774
Eligibility
7. Who is eligible to participate in the Plan?
Any person or entity (other than holders of the Company's Preferred Stock,
Series A, B and C) is eligible to join the Plan, provided that (a) such person
or entity fulfills the prerequisites for participation described under
"Enrollment Procedures", and (b) in the case of citizens or residents of a
country other than the United States, its territories and possessions,
participation would not violate local laws applicable to the Company, the Plan
or the Participant.
The Plan Administrator will furnish a Plan Prospectus, the appropriate
Plan Authorization Form and enrollment information at any time upon request.
Enrollment Procedures
8. How does an individual become a Participant?
o Existing Participants in the LILCO Investor Common Stock Plan and
the KeySpan Dividend Reinvestment and Stock Purchase Plan will
automatically be Participants in the Plan and need do nothing to
continue such participation. However, any Participant who wishes to
change his or her participation in any way must submit a new Plan
Authorization Form.
o The Company's Common and/or Eligible Preferred Shareholders of
Record ("Shareholders of Record") need only complete a Plan
Authorization Form to enroll in the Plan to become a Participant.
Shareholders of record are not required to submit a minimum initial
investment or pay an enrollment fee to enroll in the Plan.
o Persons Not Currently Owning Company Stock may enroll in the Plan by
completing a Plan Authorization Form and returning the completed
Form to the Plan Administrator, along with payment of the one-time
Enrollment Fee of $7.50 plus payment of an Initial Investment of at
least $250 but not more than $150,000. The payment must be in the
form of a check or money order, made payable to "The Bank of New
York - MarketSpan Corporation" PLEASE DO NOT SEND CASH.
o Beneficial Owners of Company Stock, whose shares are registered in the
names of brokers or bank nominees (i.e. held in "street name"), may
participate only in
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the dividend reinvestment feature of the Plan by making arrangements
with their brokers/banks to participate on their behalf. Please note
that such participation is outside the terms and conditions of the
Plan, including any fees the broker/bank nominee may charge the
beneficial owner for executing reinvestment transactions. The
investor remains a beneficial owner and must rely on the
brokers/bank nominees for all recordkeeping services. A beneficial
owner may become a direct Plan Participant by having shares
transferred into his or her own name, becoming a shareholder of
record and completing a Plan Authorization Form, or by following the
same enrollment procedure for "Persons Not Currently Owning Company
Stock".
9. What Investment Options are available to Participants?
Each Participant must elect one of the following Investment Options on the
Plan Authorization Form:
o Full Dividend Reinvestment - All cash dividends on all certificated
and Plan shares of Company Stock will be automatically reinvested to
purchase additional shares of Common Stock.
o Partial Dividend Reinvestment - Participants will receive cash
dividends on a specified number of shares of Company Stock and
automatically have the cash dividends on the remainder of their shares
reinvested to purchase additional shares of Common Stock. Participants
electing partial reinvestment of cash dividends must designate the
number of whole Plan shares and/or certificated shares for which they
choose to receive cash dividends. Cash dividends are sent to
Participants by check or, upon request, are deposited electronically
into the Participant's bank account.
o Optional Cash Investments Only - Participants will receive cash
dividends on all their certificated and Plan shares of Company
Stock, and only Optional Cash Investments are applied toward the
purchase of additional shares of Common Stock. Shares purchased with
Optional Cash Investments are held in the Participant's Plan account
unless otherwise directed, and dividends paid on such shares are
paid by check or, upon written request, are deposited electronically
into the Participant's bank account.
The Investment Option elected by the Plan Participant remains in effect
until the Participant changes his or her Investment Option by completing a new
Plan Authorization Form.
(See the answer to Question 10 below.)
For more information on the electronic deposit of dividends, please
contact the Plan Administrator.
10. May Participants change their Investment Option?
Yes. The Investment Option may be changed by completing a new Plan
Authorization Form and returning it to the Plan Administrator. For the change to
be effective with respect to a particular dividend payment, the Plan
Administrator must receive the new Plan Authorization Form on or before the
applicable record date for the dividend payment.
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11. When are Dividends Reinvested?
Cash dividends will be reinvested on or as soon as practicable after the
applicable Dividend Payment Date ("Dividend Investment Date"). If the Plan
Administrator receives the completed Plan Authorization Form prior to or on the
applicable record date for the dividend payment, dividends will be reinvested
according to the Participant's instructions on that Dividend Payment Date. If
the Plan Administrator receives the completed Plan Authorization Form after the
applicable dividend record date, the elected Investment Option will not be
effective until the next dividend record and payment dates.
12. When will shares purchased with Reinvested Dividends be entitled to receive
dividends?
Shares purchased with reinvested dividends will be entitled to dividends
on the Dividend Payment Date following the purchase of such shares.
Initial Investments and Optional Cash Investments
13. How are Initial Investments made?
To enroll in the Plan and become a Participant, Persons who do not
currently own Company Stock are required to make an Initial Investment of at
least $250 but not more than $150,000. Payment must be in the form of a check or
money order made payable to, "The Bank of New York - MarketSpan Corporation",
and must be accompanied by a completed Plan Authorization Form. The payment of a
one-time enrollment fee of $7.50 is also required.
14. How does the Optional Cash Investment feature work?
All Plan Participants may purchase additional shares of Common Stock by
making Optional Cash Investments. The minimum Optional Cash Investment amount is
$25 per investment, with a maximum amount of $150,000 per year. Optional Cash
Investments must be in the form of a check or money order made payable to, "The
Bank of New York - MarketSpan Corporation", or Participants may elect to
authorize automatic monthly electronic fund transfers (EFT) from their bank
accounts. To obtain the proper EFT Authorization Form, please contact the Plan
Administrator. Checks for Optional Cash Investments should be accompanied by the
tear-off stub that is attached to a Participant's statement. Third party checks
will not be accepted and will be returned to the sender. No interest will be
paid on any cash balances pending investment by the Plan Administrator.
Optional Cash Investments through EFTs are deducted monthly from the
Participant's designated bank account on the 25th day of each month, or if such
date is not a business day, the deduction will be made on the preceding business
day. The Plan Administrator will make the authorized deduction from any
financial institution that participates in the Automated Clearing House (ACH)
system. Amounts received electronically by the Plan Administrator will be
invested on the next Investment Date (as such term is defined in the answer to
Question 15). The monthly electronic transfer of funds will continue until
terminated or changed by the Participant. Any such change should be sent to the
Plan Administrator at least 20 days prior to the 25th of the month.
Brokers or bank nominees participating on behalf of beneficial owners may
only utilize the dividend reinvestment feature of the Plan and cannot utilize
the Optional Cash Investment feature. If a beneficial owner wishes to
participate in the Optional Cash Investment feature of the
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Plan, he or she must first become a shareholder of record or make an Initial
Investment to directly enroll in the Plan.
In the event that a Participant's Optional Cash Investment check is
returned unpaid for any reason or a Participant's designated bank account for
EFT does not have sufficient funds for his/her authorized monthly deduction, the
Plan Administrator will immediately remove from the Participant's account any
shares already purchased upon the prior credit of such funds. The Plan
Administrator will thereupon be entitled to sell any such shares to satisfy any
uncollected amounts. If the net proceeds of the sale of such shares are
insufficient to satisfy the balance of the uncollected amounts, the Plan
Administrator reserves the right to sell such additional shares from the
Participant's account as may be necessary to satisfy the uncollected balance.
15. When will Optional Cash Investments be invested?
The Investment Date for voluntary cash payments (as well as initial cash
investments from non-shareholders) is the first Thursday of each week. The
Investment Date for dividends is the Common Stock dividend payment date. If,
however, an Investment Date falls on a date when the New York Stock Exchange is
closed, the first day immediately following such date on which the New York
Stock Exchange is open will be the Investment Date.
Common Stock Purchases
16. What is the source of Common Stock purchased under the Plan?
Shares of Common Stock will be purchased either on the open market or
directly from the Company, from shares held in the Company's treasury or as
newly issued shares or a combination of the foregoing.
17. How is the purchase price of the Common Stock determined?
The purchase price of Common Stock purchased on the open market will be
100% of the weighted average price of all shares purchased during the applicable
investment period, adjusted to include brokerage commissions. Open market
purchases are expected to be made through BNY ESI. A Plan Participant will have
the applicable commissions deducted from the funds used to purchase shares
acquired under the Plan (see "Summary of Plan Services and Fees to
Participants").
The purchase price of Common Stock purchased directly from the Company
will be 100% of the average of the high and low prices of the Common Stock
reported on the New York Stock Exchange Composite Transactions on the relevant
Dividend or Optional Cash Investment Date.
18. How many shares of Common Stock will be purchased for Participants?
The number of shares purchased for a Participant will be equal to the
amount of the Participant's Optional Cash Investments, if any, plus dividends
available for reinvestment, or the Initial Investment received by the Plan
Administrator during the investment period, divided by the purchase price of the
shares. The Participant's account will be credited with the number of shares,
including fractional shares computed to four decimal places, equal to the total
amount invested.
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A Participant cannot request the purchase of a specific number of shares
nor can he or she request that the purchase be made at a specific price nor on a
specific date.
Stock Certificates and Safekeeping
19. Will certificates be issued for shares of Common Stock purchased through
the Plan?
No. Normally, certificates for shares of Common Stock purchased through
the Plan will not be issued to Participants, but will be held by the Plan
Administrator or its nominee on behalf of the Participant. The number of shares
of Common Stock credited to a Participant's Plan account will be shown on the
Participant's account statement.
A Participant may request the issuance of a certificate for all or a
portion of Plan shares in his or her account. To request a certificate, the
Participant should fill out and sign the request form located on the bottom of
his or her account statement, or call the Plan Administrator for instructions.
Certificates can only be issued in whole share amounts and not in fractional
shares.
There is no fee charged to the Participant for this service.
Certificate issuance of Plan shares will not constitute termination of
Plan participation, unless otherwise requested by the Participant. However, if
the Participant withdraws all of his or her Plan shares, the account will
automatically be terminated. The account may also be terminated by the Plan
Administrator upon written notice to the Participant if there is less than one
share remaining in the Participant's Plan account and the Participant is not a
registered shareholder of any other shares of Company Stock for which dividends
have been designated for Plan reinvestment.
20. What is the Safekeeping feature of the Plan and how does it work?
At the time of enrollment in the Plan, or any time thereafter,
Participants may elect to use the Plan's Safekeeping service to deposit with the
Plan Administrator certificates representing shares of Common Stock registered
in the name of the Participant. The shares represented by such certificates will
be deposited or credited to the Plan account of the Participant and will be
treated in the same manner as shares purchased through the Plan.
By using the Plan's Safekeeping service, Participants no longer bear the
risk associated with loss, theft or destruction of stock certificates. Also,
because shares deposited with the Plan Administrator are treated in the same
manner as shares purchased through the Plan, they may be transferred or sold
through the Plan in a convenient and economical manner.
Participants who wish to deposit their Common Stock certificates with the
Plan Administrator should send them via registered mail, or certified mail with
return receipt requested. There is no fee for this service. The stock
certificates should not be endorsed.
Sale of Shares
21. How may Participants sell their Plan shares?
Participants may instruct the Plan Administrator to sell any or all of
their Plan shares at any time by completing and signing the appropriate
instruction form. The instruction form is a tear-off stub located at the bottom
of the Participant's account statement. The Participant should indicate on the
form the number of shares to be sold. The form must be signed by all account
owners. The completed form must then be mailed back to the Plan Administrator
for processing.
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The Participant may also call the Plan Administrator's toll-free number to
obtain a "PIN" number which will allow the Participant to sell Plan shares over
the telephone. All Plan shares, including shares deposited for safekeeping, may
be sold using either method. Shares held outside the Plan may not be sold
through the Plan.
Participants selling or withdrawing all of their shares from the Plan
automatically terminate their participation in the Plan. To re-enroll in the
Plan, the person must fulfill the prerequisites for participation described
under "Enrollment Procedures" and submit a new Plan Authorization Form.
22. How is the sale price of Plan shares determined?
The Plan Administrator aggregates all requests to sell shares and then
sells the total share amount on the open market through BNY ESI. Shares are sold
at least weekly, and depending on volume, as frequently as daily. BNY ESI will
make every reasonable effort to process all sales orders on the day the orders
are received, provided that instructions are received before 1:00 p.m. eastern
standard time on a business day during which BNY ESI and the New York Stock
Exchange are open. The sales price will not be known until the sale is completed
and is based on the weighted average of all shares sold during the selling
period, adjusted to exclude brokerage commissions. Following the sale and
allowing for the settlement of the trade under SEC rules, typically three
business days, a check will be issued payable to the account owner(s) for the
net cash proceeds of the sale after a service fee of $5.00 and brokerage
commissions are deducted. (See "Summary of Plan Services and Fees to
Participants.") The Plan Administrator has full discretion in all matters
related to the sale, including the time of sale and sales price. Participants
cannot specify a price or a time at which to sell their Plan shares.
Participants should be aware that the Common Stock price may rise or fall
during the period between a request for sale, its receipt by the Plan
Administrator and the ultimate sale on the open market. Instructions sent to the
Plan Administrator to sell shares are irrevocable and may not be rescinded.
Direct Registration Shares
23. How may Participants register their Plan shares?
Participants who wish to register their shares may either (a) obtain a
stock certificate from the Plan Administrator (see Question 19) representing
their share ownership or (b) hold their shares through Direct Registration. A
Participant who selects the Direct Registration option will have his/her shares
recorded on the books of the Company and will receive a Transaction Advice
regarding his/her holdings, in lieu of a stock certificate ("Direct Registration
Shares"). Direct Registration Shares are no different from certificated shares,
except that there are no certificates to keep safe.
Participants who hold stock through Direct Registration have the option of
selling their shares through the Plan Administrator (see Question 21), or they
may use a broker.
Additional shares acquired through the Plan are held by the Plan
Administrator on behalf of the Participant. However, Participants may elect to
withdraw their Plan shares at any time, and at no cost, either in the form of
stock certificates or Direct Registration Shares.
Inquiries relating to the Direct Registration option should be addressed
to the Plan Administrator.
11
<PAGE>
Transfer of Shares
24. May Participants assign or transfer all or a part of their Plan shares to
another person?
Participants may change ownership of all or part of their Plan shares
through a gift, sale or otherwise at any time. The Participant must contact the
Plan Administrator to obtain the proper instructions to enact the transfer.
Requests for transfer are subject to the same requirements as for the transfer
of Common Stock certificates, including the requirement of a Medallion Signature
Guarantee.
25. If Plan shares are transferred to another person, will the Plan
Administrator issue a stock certificate to the transferee?
Transfers can be made from Plan account to Plan account (book-to-book
transfers) or if the Participant so requests, a stock certificate can be issued
to the transferee. The current Participant should contact the Plan Administrator
for full details on how to make the transfer.
For book-to-book transfers that involve the establishment of a new Plan
account, a new Plan Authorization Form must be completed by the transferee. The
completed Form must be returned to the Plan Administrator, along with written
instructions signed by the current Participant, indicating the number of shares
to be transferred to the new Participant. The current Participant's signature
must be guaranteed by a bank, broker or financial institution that is a member
of the Medallion Signature Guarantee program. The new account will be set up for
full dividend reinvestment unless otherwise instructed by the previous or new
shareholder.
Termination of Plan Participation
26. How may a Participant terminate participation in the Plan?
Participants may terminate participation in the Plan either by selling all
the shares in their Plan account or by having a certificate issued for a
specific number of whole shares in their Plan account and selling the fractional
share balance. Certificates cannot be issued in fractional share amounts.
To terminate Plan participation, Participants should complete and sign the
appropriate instruction form. The instruction form is a tear-off stub located at
the bottom of the Participant's account statement. Participants should indicate
on the form that they are terminating their account and indicate whether they
wish to receive a stock certificate or sell all their shares. The form must be
signed by all account owners and returned to the Plan Administrator for
processing.
A Plan account may also be terminated by the Plan Administrator upon
written notice to the Participant if there is less than one whole share
remaining in the Participant's Plan account and the Participant is not a
registered shareholder of any other shares of Company Stock for which dividends
have been designated for Plan reinvestment.
27. Are there any Fees Charged to Plan Participants?
If Plan shares are purchased on the open market, Participants will be
charged a brokerage commission of $0.05 per share purchased. If Plan shares are
purchased directly from the Company, there is no fee charged to the Participant
for the purchase of Common Stock. There is
12
<PAGE>
also a $5.00 service fee charged to the Participant for the selling of Plan
shares plus a brokerage commission of $0.05 per share sold. (See "Summary of
Plan Services and Fees to Participants".)
Reports to Participants
28. What reports are sent to Participants?
An acknowledgment will be sent to Participants as soon as practicable
following each Optional Cash Investment or sale of shares made by the Plan
Administrator on behalf of the Participant. On a quarterly basis, in conjunction
with the reinvestment of Company Stock dividends, each Participant will receive
a statement showing all year-to-date transaction activity. Beneficial owners who
participate through a broker or bank nominee should contact their broker/bank
nominee for a statement detailing reinvestment activity. Participants should
retain these statements for tax purposes.
All statements have tear-off instruction forms which should be used to
notify the Plan Administrator of any certificate issuance, optional cash
investments, sales of Plan shares, termination of Plan participation or
instructions to deposit certificates for safekeeping.
Each participant will also be sent copies of the communications sent to
other shareholders, including the Company's annual reports, notices of annual
meeting and proxy statements and income tax information for reporting dividends
paid and proceeds from the sale of Plan shares.
Federal Income Taxes
29. What are some of the tax consequences of participation in the Plan?
In general, dividends which are reinvested in accordance with the Plan
will be taxed as cash dividends for federal income tax purposes under the
provisions of the applicable tax laws.
The selling of shares by a Participant under the Plan will give rise to
capital gain or loss, provided such shares are held as a capital asset by the
Participant. The amount of any such gain or loss will be the difference between
the proceeds received by the Participant (net of commissions and fees) and the
Participant's tax basis. The tax basis of shares acquired through the Plan is
equal to the purchase price of such shares (including brokerage commissions and
fees, if any). See the answer to Question 17 for how the purchase price is
determined. Any capital gain or loss will be long-, mid- or short-term according
to whether the Participant's holding period for the shares sold was greater than
18 months, less than or equal to 18 months but no more than one year, or less
than or equal to one year, respectively.
The foregoing is only a general discussion of certain federal income tax
aspects of an investment in the Plan. Because tax consequences may vary,
depending on each Participant's own tax situation, Participants or persons
considering participation in the Plan are advised to consult their own tax
advisors regarding the tax effect of participation in the Plan, including the
application of current and proposed federal, state, local, foreign and other tax
laws.
13
<PAGE>
Other Information
30. What happens if the Company issues a stock dividend, declares a stock split
or has a rights offering?
All stock dividends or split shares distributed by the Company will be
credited directly into the Participant's Plan account. This includes
entitlements on shares calculated on Plan shares and certificated shares
registered in the name of the Participant. In the case of a rights offering, any
rights or shares to be distributed as a result of any rights agreement would be
distributed in a like manner. Transaction processing may be temporarily
suspended during such distributions. Accounts coded for partial reinvestment
will have their entitlement credited in full to the Plan.
31. How will a Participant's shares be voted?
For any meeting of Common Stock shareholders, each Participant will
receive proxy materials in order to vote Plan account shares as well as any
Common Stock held of record that is registered in the name of the Participant.
All shares will be voted as designated by the Participant or may be voted in
person at the meeting of shareholders.
32. What are the responsibilities of the Company and the Plan Administrator
under the Plan?
The Company and the Plan Administrator in administering the Plan will not
be liable for any act done in good faith or for any good faith omission to act,
including, without limitation, (a) any claim of liability with respect to shares
of a deceased Participant's account prior to receipt in writing of instructions
relating to the disposition of such shares, (b) with respect to the prices at
which shares are purchased or sold for the Participant's account and the times
when such purchases or sales are made or (c) with respect to any fluctuation in
the market value before or after any purchase or sale of shares.
33. May the Plan be changed or discontinued?
The Company reserves the right to amend, suspend, terminate or modify the
Plan at any time without the approval of Participants. Notice of the Company's
determination to suspend, terminate or modify the Plan will be given to all Plan
Participants as soon as practicable after such determination is made.
14
<PAGE>
DESCRIPTION OF COMMON STOCK
General: The Company is presently authorized under its Certificate of
Incorporation to issue 450,000,000 shares of Common Stock, par value $0.01 per
share.
Dividends: Any dividends paid on shares of Common Stock will be paid in
each quarterly period on the first day of February, May, August and November.
Although the Company contemplates the payment of dividends, the payment of
future dividends is dependent upon, among other factors, action by the Company's
Board of Directors, the Company's financial condition, future earnings and the
availability of cash.
Dividend Limitations: No dividends may be declared on Common Stock unless
all past and current dividends on outstanding Preferred Stock have been paid or
declared and set apart for payment.
Voting Rights: Ordinarily, the holders of the Company's Common Stock have
sole voting power to elect the Company's Directors. The Company's Certificate of
Incorporation provides, however, that the Board of Directors may, from time to
time, determine the extent of the voting rights, if any, of the shares of each
series of Preferred Stock and determine whether the shares of any such series
having voting rights shall have multiple votes per share.
Preemptive Rights: Holders of the Company's Common Stock do not have
preemptive rights to purchase additional shares of Common Stock or securities
convertible into such shares.
Other Rights: In the event of liquidation, the holders of the Common Stock
are entitled to all assets that remain after satisfaction of creditors and the
liquidation preferences of outstanding Preferred Stock. The outstanding shares
of Common Stock are, and the additional shares of Common Stock which may be
offered hereby upon issuance will be, fully paid and nonassessable.
The number, designation, relative rights, preferences and limitations of
the shares of the Preferred Stock, if any, and of the Common Stock of the
Company are stated in full in the Company's Certificate of Incorporation.
Listing: The outstanding shares of Common Stock and the additional Common
Stock offered hereby are listed on the New York Stock Exchange and the Pacific
Stock Exchange.
Transfer Agent and Registrar: The transfer agent and registrar for the
Common Stock is The Bank of New York, Shareholder Services Dept., Church Street
Station, P.O. Box 11258, New York, New York 10286-1258.
15
<PAGE>
SUMMARY OF PLAN SERVICES AND FEES TO PARTICIPANTS
In most cases, the Company has determined to pay the fees and expenses to
administer the Plan. However, certain administrative service fees and brokerage
commissions will be charged directly to the Participant. Set forth below is a
summary of these fees and commissions and the party responsible for their
payment:
Service/Transaction Cost to Participant
Initial Enrollment Fee $7.50
A one-time setup fee paid by persons
not currently owning Company Stock
Optional Cash Investment Transaction Fee None (Fee paid by the
Company)
Reinvestment of Dividends Service Fee None (Fee paid by the
Company)
Brokerage commissions on open market purchases $0.05 per share
Sale of Shares Transaction Fee $5.00
Brokerage commissions on sale of shares $0.05 per share
Issuance of Certificates None
Deposit of certificates for safekeeping None
book-to-book transfers of shares None
The minimum and maximum Cash Investments are as follows:
Initial Minimum Investments for Persons
not currently owning Company Stock $ 250
Minimum Optional Cash Investment for Participants $ 25 per investment
Maximum Optional Cash Investment Per Year $ 150,000
LEGALITY
The legality of the Common Stock offered hereby has been passed upon for
the Company by Leonard P. Novello, Senior Vice President and General Counsel. As
of the date of the closing of the transactions involving LILCO and one or both
of LIPA and KeySpan, Mr. Novello owned approximately 7,509 shares of Common
Stock.
EXPERTS
The financial statements of (i) LILCO appearing in its Annual Report on
Form 10-K/A for the year ended December 31, 1996, incorporated herein by
reference, and (ii) KeySpan appearing in its Annual Report on Form 10-K for the
year ended September 30, 1997, incorporated herein by reference, have been
audited by Ernst & Young LLP and Arthur Andersen LLP, respectively, as set forth
in their reports thereon included therein and incorporated herein by reference.
Such financial statements are incorporated herein by reference in reliance upon
such reports given upon the authority of such firms as experts in accounting and
auditing.
16
<PAGE>
None of the experts referred to herein as having prepared or certified any
part of the Registration Statement were employed on a contingent basis or, at
the time of such preparation or certification or at any time thereafter, had or
has a substantial interest in the registrant or any of its subsidiaries as a
promoter, underwriter, voting trustee, Director, Officer or employee, except Mr.
Novello. Mr. Novello is an indemnitee of the Company, being a party to an
Indemnification Agreement. Under the provisions of that agreement, Mr. Novello
is indemnified for any losses associated with rendering the legality opinion to
the extent permitted under the New York Business Corporation Law (the "BCL").
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby will be offered directly to Plan
participants without underwriters as described in this Prospectus.
17
<PAGE>
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus and, if given or
made, such information or representation must not be relied upon as having been
authorized by the Company, The Bank of New York, or the Plan. This Prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, any
securities other than those to which it relates, or an offer or solicitation
with respect to those securities to which it relates to any person in any
jurisdiction where such offer or solicitation would be unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.
-----------------
TABLE OF CONTENTS
Available Information..............2
Incorporation of Certain
Documents by Reference..........2
The Company........................3
Use of Proceeds....................3
Description of the Plan............4
Description of Common Stock.......15
Summary of Plan Services
and Fees to Participants........16
Legality..........................16
Experts...........................16
Plan of Distribution..............17
MARKETSPAN CORPORATION
-------------------
Investor Program
--------------------
5,000,000 Shares
of Common Stock
($0.01 Par Value)
--------------------
PROSPECTUS
--------------------
May 27, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Listing Fee -- New York Stock Exchange......................$ 25,650
*Accounting Fees................................................ 15,000
*Legal Services and Disbursements............................ 15,000
*Printing Expenses................................................ 100,000
*Service Charge including postage--The Bank of New York.... 650,000
*Miscellaneous Expenses........................................... 50,000
*Total Expenses...................................................$ 855,650
- ------------------
* Estimated.
- ------------------
Item 15. Indemnification of Directors and Officers.
Sections 721-726 of Article 7 of the BCL provide for the indemnification
and advancement of expenses to officers and directors. Section 721 provides that
indemnification and advancement pursuant to the BCL are not exclusive of any
other rights an officer or director may be entitled to, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled. Section 722 provides that a
corporation may indemnify an officer or director, in the case of third party
actions, against judgments, fines, amounts paid in settlement and reasonable
expenses and, in the case of derivative actions, against amounts paid in
settlement and reasonable expenses, provided that the director or officer acted
in good faith, for a purpose which he reasonably believed to be in the best
interests of the corporation and, in the case of criminal actions, had no
reasonable cause to believe his conduct was unlawful. In addition, statutory
indemnification may not be provided in derivative actions (i) which are settled
or otherwise disposed of or (ii) in which the director or officer is adjudged
liable to the corporation, unless and only to the extent a court determines that
the person is fairly and reasonably entitled to indemnity. Section 723 provides
that statutory indemnification is mandatory where the director or officer has
been successful, on the merits or otherwise, in the defense of a civil or
criminal action or proceeding. Section 723 also provides that expenses of
defending a civil or criminal action or proceeding may be advanced by the
corporation upon receipt of an undertaking to repay them if and to the extent
the recipient is ultimately found not to be entitled to indemnification. Section
725 provides for repayment of such expenses when the recipient is ultimately
found not to be entitled to indemnification. Section 726 provides that a
corporation may obtain indemnification insurance indemnifying itself and its
directors and officers. The Company has in effect insurance policies providing
both directors and officers liability coverage and corporate reimbursement
coverage.
Section 402(b) of the BCL provides that a corporation may include in its
certificate of incorporation a provision limiting or eliminating, with certain
exceptions, the personal liability of directors to a corporation or its
shareholders for damages for any breach of duty in such capacity.
II-1
<PAGE>
The Company's Certificate of Incorporation eliminates personal liability of
Directors to the extent permitted by New York law.
The Company's Certificate of Incorporation provides generally that the
Company shall, except to the extent expressly prohibited by the BCL, indemnify
each of its officers and directors made or threatened to be made a party to any
action, suit or proceeding, or appeal thereof, whether civil, criminal,
administrative or investigative by reason of the fact that such person is or was
a director or officer of the Company against all expense, liability and loss
(including, but not limited to, all attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith. The
Company's Certificate of Incorporation further provides for advancement and
reimbursement of such expenses incurred by an officer or director in defending
any action or proceeding in advance of the final disposition thereof upon
receipt of an undertaking by such person to repay such amount if, and to the
extent that, such person is ultimately found not to be entitled to
indemnification.
Item 16. List of Exhibits. (See "Exhibit Index")
Item 17. Undertakings.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each report filed by
the Company pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered under this Registration
Statement, the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which,
II-2
<PAGE>
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-3
<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-3 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 22nd day of May, 1998.
MARKETSPAN CORPORATION
By: /s/ Craig G. Matthews
----------------------------
CRAIG G. MATTHEWS
(Executive 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 Director |
*WILLIAM J. CATACOSINOS |
(Chairman of the Board, Chief |
Executive Officer) |
|
|
/s/ Craig G. Matthews Principal Financial Officer |
----------------------- |
CRAIG G. MATTHEWS |
(Executive Vice President, |
Chief Financial Officer) |
|
|
/s/ Joseph E. Fontana Principal Accounting Officer |
----------------------- |
JOSEPH E. FONTANA |
(Vice President, | May 27, 1998
Chief Accounting Officer |
and Controller) |
|
|
WILLIAM J. CATACOSINOS*, *Directors |
ROBERT B. CATELL* |
|
|
|
By: /s/ Craig G. Matthews |
--------------------------- |
*CRAIG G. MATTHEWS |
(Attorney-in-fact for each |
of the persons indicated) |
-
/s/ Craig G. Matthews
---------------------
CRAIG G. MATTHEWS (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 Craig G. Matthews and Kathleen A.
Marion 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.
II-4
<PAGE>
EXHIBIT INDEX
Exhibits listed below which have been filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act
of 1934, and which were filed as noted below, are hereby incorporated by
reference and made a part of this report with the same effect as if filed
herewith.
4(a) Certificate of Incorporation of BL Holding Corp., now known as MarketSpan
Corporation, dated April 15, 1998 and Amendment to Certificate of
Incorporation of the Company dated May 21, 1998 (filed May 26, 1998 as
Exhibit 1 to the Company's Form 8-A12b)
4(b) By-laws of the Company (filed May 26, 1998 as Exhibit 2 to the Company's
Form 8-A12b)
*5 Opinion of Leonard P. Novello, Senior Vice President and General Counsel of
the Company, with respect to the legality of the securities being
registered.
*23(a) Consent of Ernst & Young LLP, Independent Auditors.
*23(b) Consent of Arthur Andersen LLP, Independent Auditors.
*24(a) Powers of Attorney executed by the Directors and certain Officers of the
Company.
*24(b) Certificate as to Corporate Power of Attorney.
*24(c) Certified copy of Resolution of Board of Directors authorizing signature
pursuant to Power of Attorney.
- ------------------
*Filed Herewith
EI-1
MARKETSPAN CORPORATION
175 EAST OLD COUNTRY ROAD
HICKSVILLE, NEW YORK 11801
EXHIBIT 5
May 22, 1998
MarketSpan Corporation
175 East Old Country Road
Hicksville, New York 11801
Re: INVESTOR PROGRAM
Gentlemen:
As Senior Vice President and General Counsel for MarketSpan Corporation
(the "Company"), I am familiar with the proposal of the Company to issue and
sell shares of its Common Stock par value $0.01 per share (the "Common Stock")
pursuant to an Investor Program (the "Plan"). In connection with the proceedings
before the Securities and Exchange Commission with respect thereto, I submit
this opinion and hereby consent to its use as Exhibit 5 to the Company's
Registration Statement on Form S-3 (the "Registration Statement") proposed to be
filed by the Company under the Securities Act of 1933, as amended, and to the
use of my name in said Registration Statement and the Prospectus forming a part
thereof (the "Prospectus").
I am familiar with the Certificate of Incorporation and By-Laws of the
Company, as well as the Registration Statement and the Prospectus relating to
the Plan.
Based upon the foregoing and upon my general familiarity with the affairs
of the Company, I advise you that in my opinion:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of New York.
2. No state regulatory body or agency has jurisdiction over the transaction
proposed by the Company or any part thereof.
3. No federal commission or agency other than the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, has jurisdiction over
the transaction proposed by the Company or any part thereof.
4. All action necessary to make valid the issuance and sale of the Common
Stock will have been taken when (a) the Registration Statement shall have become
effective; (b) the Board of Directors of the Company shall have taken
appropriate action to approve and authorize the issuance and sale of the Common
Stock on the terms set forth in the Registration Statement;
<PAGE>
MARKETSPAN CORPORATION
May 22, 1998
Page Two
and (c) the Company shall have received the full consideration therefor (not
less than $0.01 per share).
5. When the foregoing steps shall have been taken, the Common Stock (a)
will conform in all substantial respects to the description of the Common Stock
contained in the Registration Statement and (b) will be legally and validly
issued, fully paid and nonassessable.
6. The offering of the Common Stock is not subject to preemptive rights
under the laws of the State of New York.
Very truly yours,
/s/ Leonard P. Novello
Leonard P. Novello
Senior Vice President and
General Counsel
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts in the
Registration Statement (Form S-3) and related Prospectus of MarketSpan
Corporation for the registration of 5,000,000 shares of its common stock and to
the incorporation by referfence therein 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) for the year ended December
31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Melville, New York
May 22, 1998
May 26, 1998
MarketSpan Corporation
175 East Old Country Road
Hicksville, NY 11801
Gentlemen:
We are aware that MarketSpan Corporation has incorporated by reference in its
current Registration Statement on Form S-3, The Brooklyn Union Gas Company's
Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997, and KeySpan
Energy Corporation's Form 10-Q for the quarters ended December 31, 1997 and
March 31, 1998 which include our reports dated April 23, 1997, July 23, 1997,
January 22, 1998 and April 30, 1998, respectively, covering the unaudited
interim financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933, our report is not considered a part of the registration
statement prepared or certified by our firm or a report prepared or certified by
our firm within the meaning of Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Exhibit 24(a)
Registration Statement
Marketspan Corporation
Certificate as to Power of Attorney
WHEREAS, MarketSpan Corporation (the "Corporation"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, (the "Act") one or more
Registration Statements on Form S-3 covering the registration under the Act, and
the rules and regulations thereunder, of the Common Stock of the Corporation, to
be issued on a continuous basis under an investor common stock issuance and
dividend reinvestment, and
WHEREAS, the Corporation intends to file with the Securities and Exchange
Commission under the Act one or more Registration Statements on Form S-8
covering the registration under the Act, and the rules and regulations
thereunder, of the Common Stock of the Corporation, to be issued to employees
and/or directors pursuant to one or more stock purchase plans.
NOW, THEREFORE, in my capacity as Corporate Secretary of MarketSpan
Corporation, I do hereby certify that Craig G. Matthews has been appointed by
the Board of Directors of MarketSpan Corporation with power to execute, among
other documents, said Report, any amendment to said Report and any other
documents required in connection therewith, and to file the same with the
Securities and Exchange Commission.
WITNESS my hand and the seal of the Corporation this 21st day of
May, 1998.
/S/ KATHLEEN A. MARION
----------------------
KATHLEEN A. MARION
Corporate Secretary
(Corporate Seal)
<PAGE>
Exhibit 24(b)
Registration Statement
MarketSpan Corporation
Power of Attorney
WHEREAS, MarketSpan Corporation (the "Corporation"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, (the "Act") one or more
Registration Statements on Form S-3 covering the registration under the Act, and
the rules and regulations thereunder, of the Common Stock of the Corporation, to
be issued on a continuous basis under an investor common stock issuance and
dividend reinvestment, and
WHEREAS, the Corporation intends to file with the Securities and Exchange
Commission under the Act one or more Registration Statements on Form S-8
covering the registration under the Act, and the rules and regulations
thereunder, of the Common Stock of the Corporation, to be issued to employees
and/or directors pursuant to one or more stock purchase plans.
NOW, THEREFORE, in my capacity either as a director or officer, or both as
the case may be, of the Corporation, I do hereby appoint CRAIG G. MATTHEWS and
KATHLEEN A. MARION, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director or
officer, or both as the case may be, of the Corporation, such registration
statements, any amendment to such registration statements and any other
documents required in connection therewith, and to file the same with the
Securities and Exchange Commission.
IN WITNESS WHEREOF, I have executed this power of attorney this 21st day
of May, 1998.
/S/ WILLIAM J. CATACOSINOS
--------------------------
WILLIAM J. CATACOSINOS, Director
<PAGE>
Exhibit 24(b)
Registration Statement
MarketSpan Corporation
Power of Attorney
WHEREAS, MarketSpan Corporation (the "Corporation"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, (the "Act") one or more
Registration Statements on Form S-3 covering the registration under the Act, and
the rules and regulations thereunder, of the Common Stock of the Corporation, to
be issued on a continuous basis under an investor common stock issuance and
dividend reinvestment, and
WHEREAS, the Corporation intends to file with the Securities and Exchange
Commission under the Act one or more Registration Statements on Form S-8
covering the registration under the Act, and the rules and regulations
thereunder, of the Common Stock of the Corporation, to be issued to employees
and/or directors pursuant to one or more stock purchase plans.
NOW, THEREFORE, in my capacity either as a director or officer, or both as
the case may be, of the Corporation, I do hereby appoint CRAIG G. MATTHEWS and
KATHLEEN A. MARION, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director or
officer, or both as the case may be, of the Corporation, such registration
statements, any amendment to such registration statements and any other
documents required in connection therewith, and to file the same with the
Securities and Exchange Commission.
IN WITNESS WHEREOF, I have executed this power of attorney this 21st day
of May, 1998.
/S/ ROBERT B. CATELL
--------------------
ROBERT B. CATELL, Director
<PAGE>
Exhibit 24(c)
Registration Statement
MarketSpan Corporation
I, KATHLEEN A. MARION, Corporate Secretary of MarketSpan Corporation (the
"Corporation"), a New York corporation, DO HEREBY CERTIFY that annexed hereto is
a true, correct and complete copy of the resolution adopted by Unanimous Written
Consent of the Board of Directors of the Corporation on May 21, 1998.
AND I DO FURTHER CERTIFY that the foregoing resolution has not been in any
way amended, annulled, rescinded or revoked and that the same is still in full
force and effect.
WITNESS my hand and the seal of the Corporation this 21st day of May,
1998.
/S/ KATHLEEN A. MARION
----------------------
KATHLEEN A. MARION
Corporate Secretary
(Corporate Seal)
