Registration No. 33-51561
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE BROOKLYN UNION GAS COMPANY
(Exact Name of Registrant as Specified in its Charter)
New York 11-0584613
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization)11-0584613 Identification No.)
One MetroTech Center, Brooklyn, New York 11201-3850
(718) 403-2000
(Address of principal executive offices)
THE BROOKLYN UNION GAS COMPANY
EMPLOYEE SAVINGS PLAN
(Full title of the Plan)
R.R. Wieczorek, Vice President, Secretary & Treasurer
One MetroTech Center, Brooklyn, New York 11201-3851
(718) 403-2000
(Name, Address, including zip code, and telephone number, including
area code, of agent for service)
The contents of The Brooklyn Union Gas Company's Registration
Statements on Form S-8 (Registration Nos. 33-32856 and 33-51561)
are incorporated herein by reference.
SIGNATURES
The Registrant. 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-8 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
September 30, 1994.
THE BROOKLYN UNION GAS COMPANY
By
Robert B. Catell, President, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has
been signed below by the following persons in the capacities
indicated on September 30, 1994.
Signature Title
(Robert B. Catell) President, Chief Executive
Officer and Director
(Vincent D. Enright) Senior Vice President and
Chief Financial Officer
(Richard M. Desmond) Vice President, Comptroller
and Chief Accounting Officer
(Alan H. Fishman) Director
(Edward D. Miller) Director
(Richardson Pratt, Jr.) Director
(Kenneth I. Chenault) Director
(James Q. Riordan) Director
(Andrea S. Christensen) Director
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(Richard M. Desmond) Attorney-in-Fact
(Donald H. Elliott) Director
The Plan. Pursuant to the requirements of the Securities Act of
1933, the administrator of the Plan has duly caused this
Post-Effective Amendment No. 1 to the 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 September 30, 1994.
THE BROOKLYN UNION GAS COMPANY
EMPLOYEE SAVINGS PLAN
By /s/ Robert R. Wieczorek
Robert R. Wieczorek
Chairman
Employee Savings Plan Committee
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PAGE
INDEX TO EXHIBITS
(4) Instruments defining the rights of security holders,
including indentures:
(a) Articles of incorporation and by-laws:
By-laws of the Company, dated April 26, 1989, incorporated
by reference from Exhibit 4(b)(i) to Form S-8 Registration
Statement No. 33-29898, as amended July 27, 1994..
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Restated Certificate of Incorporation of the Company, filed
August 1, 1989, as amended, incorporated by reference
from
Exhibit 4(a) to Form S-3 Registration Statement No.
33-50249.
(b) (i)The Brooklyn Union Gas Company Employee Savings Plan
(401-K),
as amended and restated as of December 31, 1989 (the
"Plan"),
incorporated by reference from Exhibit 4(c) to Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No.
33-32856.
(ii)First Amendments to the Plan, dated as of October 1,
1994...... II-5
(c) Form of The Brooklyn Union Gas Company Employee Savings Plan
Trust Agreement between The Brooklyn Union Gas Company
and
the Members of the Savings Plan Committee, then being
F.J. Gentile, R.V. Delaney and R.R. Wieczorek, dated as
of
October 25, 1989, incorporated by reference from Exhibit
4(d)
to Post-Effective Amendment No. 1 to Form S-8
Registration
Statement No. 33-32856.
(5) Opinion re legality: Opinion of Messrs. Cullen and Dykman,
incorporated by reference from Exhibit 5 to Form S-8
Registration Statement No. 33-51561.
(15) Letter re unaudited interim financial information . . . . .
. II-7
(24) Consents of experts and counsel:
(a) Consent of Arthur Andersen L.L.P. . . . . . . . . . . . . .
. II-8
(b) Consent of Messrs. Cullen and Dykman. . . . . . . . . . . .
. II-9
(25) Powers of attorney, incorporated by reference from Form S-8
Registration Statement No. 33-51561.
Exhibit 4(a)
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Exhibit 4(a)
AMENDMENT TO
THE BROOKLYN UNION GAS COMPANY
BY-LAWS
Amendment dated July 27, 1994
to By-Laws dated April 26, 1989
Article V, Section 4 of the By-Laws of The Brooklyn Union Gas
Company (the "Company") is hereby amended by deleting the sentence
"An Assistant Secretary, in the absence or disability of the
Secretary, shall perform his duties and such other duties as may be
assigned to him." and adding the sentence "In the absence or
disability of the Secretary, an Assistant Secretary or any Vice
President shall perform his duties and such other duties as may be
assigned to him."
Article V, Section 5 of the By-Laws of the Company is hereby
amended by deleting the sentence "In the absence or disability of
the Treasurer and Assistant Treasurers, the Chairman, the
President, a Vice President, the Secretary or an Assistant
Secretary shall sign all checks, drafts or orders for the payment
of money." and adding the sentence "In the absence or disability of
the Treasurer and Assistant Treasurers, any Vice President shall
perform his duties and such other duties as may be assigned to
him."
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Exhibit
4(b)(ii)
FIRST AMENDMENT TO
THE BROOKLYN UNION GAS COMPANY
EMPLOYEE SAVINGS PLAN FOR
NON-BARGAINING EMPLOYEES
Amendment dated as of October 1, 1994
to Restated Plan dated as of December 31, 1989
Section 1.15 is hereby deleted in its entirety and the following
substituted therefor:
1.15 "Employer" means The Brooklyn Union Gas Company or any
successor by merger,
purchase or otherwise, with respect to its employees; or any
other company participating in the Plan as provided in Section
14.03 with respect to its employees. Notwithstanding the
provisions of Section 14.03, Employer shall not include any
subsidiary of The Brooklyn Union Gas Company, including but
not limited to Fuel Resources Inc. and Gas Energy Inc.
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FIRST AMENDMENT TO
THE BROOKLYN UNION GAS COMPANY
EMPLOYEE SAVINGS PLAN FOR
BARGAINING EMPLOYEES
Amendment dated as of October 1, 1994
to Restated Plan dated as of December 31, 1989
Section 1.15 is hereby deleted in its entirety and the following
substituted therefor:
1.15 "Employer" means The Brooklyn Union Gas Company or any
successor by merger,
purchase or otherwise, with respect to its employees; or any
other company participating in the Plan as provided in Section
14.03 with respect to its employees. Notwithstanding the
provisions of Section 14.03, Employer shall not include any
subsidiary of The Brooklyn Union Gas Company, including but
not limited to Fuel Resources Inc. and Gas Energy Inc.
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Exhibit 15
September 30, 1994
The Brooklyn Union Gas Company
One MetroTech Center
Brooklyn, New York 11201
Gentlemen:
We are aware that The Brooklyn Union Gas Company has incorporated
by reference in its Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 dated September 30, 1994, its
Forms 10-Q for the quarter ended December 31, 1993, the quarter
ended March 31, 1994 and the quarter ended June 30, 1994, which
includes our reports dated January 25, 1994, April 27, 1994 and
July 26, 1994, respectively, covering the unaudited interim
consolidated financial information contained therein. Pursuant to
Regulation C of the Securities Act of 1933, that 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,
ARTHUR ANDERSEN L.L.P.
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Exhibit 24(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. 1
to the Registration Statement of our reports dated October 26, 1993
included and incorporated by reference in the Company's Form 10-K
for the year ended September 30, 1993 and to all references to our
firm included in this Registration Statement.
ARTHUR ANDERSEN L.L.P.
New York, New York
September 30, 1994
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Exhibit 24(b)
CONSENT OF COUNSEL
We hereby consent to the reference to our firm under the
caption "Legal Opinions" in the Prospectus constituting a part of
this Post-Effective Amendment No. 1 to the Registration Statement
of The Brooklyn Union Gas Company Employee Savings Plan, to be
filed with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended (the "Act"),
for the registration of shares of Common Stock, $.33 1/3 par value.
In giving this consent, we do not admit that we are experts with
respect to any part of such Registration Statement within the
meaning of the term "expert" as used in the rules and regulations
of the Securities and Exchange Commission under the Act or that we
come within the category of persons whose consent is required under
Section 7 of the Act.
CULLEN AND DYKMAN
Brooklyn, New York
September 30, 1994
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