Registration No. 33-66182
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) Identification No.)
One MetroTech Center, Brooklyn, New York 11201-3850
(718) 403-2000
(Address of principal executive offices)
THE BROOKLYN UNION GAS COMPANY
DISCOUNT STOCK PURCHASE PLAN FOR EMPLOYEES
(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. 33-29898 and 33-66182)
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
(Edward D. Miller) Director
(Kenneth I. Chenault) Director
(Andrea S. Christensen) Director
(Donald H. Elliott) Director
(Alan H. Fishman) Director
(Richardson Pratt, Jr.) Director
(James Q. Riordan) Director
signed by Attorney-in-Fact
(Richard M. Desmond) Attorney-in-Fact
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
DISCOUNT STOCK PURCHASE PLAN FOR
EMPLOYEES
By: The Brooklyn Union Gas Company,
Administrator
By /s/ Robert R. Wieczorek
Robert R. Wieczorek, Vice President,
Secretary & Treasurer
PAGE
INDEX TO EXHIBITS
(4) Instruments defining the rights of security holders,
including indentures:
II-4
(a) Articles of incorporation and by-laws:
(i)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
(ii)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
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Statement No. 33-50249.
(b)(i)The Brooklyn Union Gas Company Discount Stock Purchase
Plan for Employees, as amended June 24, 1987
(the "Plan"), incorporated by reference from
Exhibit 4(c) to Post-Effective Amendment No. 1 to
Form S-8 Registration Statement No. 33-29898.
(ii)First Amendment to the Plan, dated as of October 1, 1994
(5) Opinion re legality: Opinion of Messrs. Cullen and Dykman,
incorporated by reference from Exhibit 5 to Form S-8
Registration Statement No. 33-66182.
(15) Letter re unaudited interim financial information . . . .
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(24) Consents of experts and counsel:
(a) Consent of Arthur Andersen L.L.P. . . . . . . . . . . . .
II-7
(b) Consent of Messrs. Cullen and Dykman. . . . . . . . . . .
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(25) Powers of attorney, incorporated by reference from Form S-8
Registration Statement No. 33-66182.
Exhibit
4(a)(i)
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
DISCOUNT STOCK PURCHASE PLAN FOR EMPLOYEES
Amendment dated as of October 1, 1994
to Plan as amended June 24, 1987
Section 1(d) of the Discount Plan is hereby deleted in its entirety
and the following substituted
therefor:
(d) "Employee" means any person employed by the Company
(including any person on approved leave of absence), except a
person who:
(i) Has not been employed for at least 3 months as of
the beginning of a Purchase Period; or
(ii) Is regularly employed for less than 20 hours per
week; or
(iii)Is regularly employed for less than 5 months in any
calendar year; or
(iv) Is a director and not also an Employee as defined
above.
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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
II-7
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 Discount Stock Purchase Plan for
Employees, 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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