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Registration No. 33-61282
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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 and telephone number of registrant's principal
executive offices)
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)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. X
-
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, check the following box. ____
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T H E B R O O K L Y N U N I O N G A S C O M P A N Y
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
897,929 SHARES OF COMMON STOCK
($.33 1/3 Par Value)
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The Dividend Reinvestment and Stock Purchase Plan (formerly the Automatic
Dividend Reinvestment and Stock Purchase Plan) (the "Plan") of The Brooklyn
Union Gas Company (the "Company") provides individuals who are customers of the
Company and holders of shares of its Common and Preferred Stock and its
Registered Bonds with a simple and convenient method of purchasing shares of
Common Stock without payment of any brokerage commission or service charge. Any
holder of record of shares of Common and/or Preferred Stock and any Registered
Bondholder is eligible to join the Plan. In addition, any individual who is a
customer of the Company (as the term "customer" is defined in the Plan) may
enroll in the Plan by making an initial cash investment. This Prospectus
reflects amendments to the Plan, which are effective as of February 1, 1995.
See "Recent Amendments to the Plan." No action is required of current
participants to continue their participation in the Plan.
Current participants in the Plan may (subject to certain limitations
described herein) obtain additional shares of Common Stock by:
- reinvesting cash dividends and/or interest payments on all their shares
of Common and/or Preferred Stock and/or Registered Bonds automatically,
or
- reinvesting cash dividends and/or interest payments on part of their
shares of Common and/or Preferred Stock and/or Registered Bonds
automatically while continuing to receive cash dividends and/or
interest payments on their remaining shares and/or bonds, or
- making optional cash payments of not less than $25 each up to a
maximum of $100,000 per year, or
- reinvesting cash dividends and/or interest payments on all or a part of
their shares of Common and/or Preferred Stock and/or Registered Bonds
automatically and making such optional cash payments.
A non-shareholder who is an individual and who also is a customer of the
Company may apply for enrollment in the Plan after being furnished a Plan
Prospectus by completing and returning an Enrollment Form together with a check
in the amount of not less than $250 nor more than $100,000 made payable to "The
Brooklyn Union Gas Company."
The purchase price will be the average of the high and low sales prices
for the Company's Common Stock as reported by the New York Stock Exchange --
Composite Transactions Tape on the last day of each month (see Question 19).
This Prospectus relates to the 897,929 shares of Common Stock of the
Company previously registered for purchase under the Plan pursuant to the
Registration Statement of which this Prospectus is a part. It is suggested that
this Prospectus be retained for future reference.
The Common Stock offered hereby will on issuance be listed on the New York
Stock Exchange. The issuance of Common Stock under the Plan in addition to
those covered by this Prospectus is subject to the approval of the Public
Service Commission of the State of New York.
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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 THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
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 January 23, 1995.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as the following Regional Offices: 7
World Trade Center, Suite 1300, New York, New York 10048; and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, at prescribed rates. Such reports, proxy statements and other
information concerning the Company can also be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005, where shares of the Company's Common Stock are listed. This
Prospectus does not contain all information set forth in the Registration
Statement and Exhibits thereto which the Company has filed with the
Commission under the Securities Act of 1933, and to which reference is
hereby made.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates in this Prospectus by reference the
following documents which have heretofore been filed with the Securities
and Exchange Commission (File No. 1-722):
(a) Annual Report on Form 10-K for the year ended September 30,
1994.
(b) Proxy Statement dated December 29, 1994, for the Annual Meeting
of Shareholders to be held on February 2, 1995.
All reports and documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
subsequent to the date hereof and prior to the termination of the offering
of the Common Stock covered by this Prospectus, shall be deemed to be
incorporated herein by reference and to be part hereof from the date of
filing of such documents.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request, a copy of
any or all of the documents incorporated herein by reference, other than
exhibits to such documents unless they are specifically incorporated by
reference into such documents. Written requests should be sent to the
Company's Investor Services, One MetroTech Center, Brooklyn, New York
11201-3850.
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THE COMPANY
The Brooklyn Union Gas Company (the "Company") was incorporated in
the State of New York in 1895 as a combination of existing companies, the
first of which was granted a franchise in 1849. The Company primarily is
a natural gas distribution company with diversified businesses in gas
exploration and development, gas pipelines and the development of large-
capacity gas cogeneration projects. The Company distributes natural gas
to 1,122,000 accounts (approximately 1,082,000 of which were residential)
in the Boroughs of Brooklyn, Staten Island and two-thirds of the Borough
of Queens, a service area of 187 square miles in the City of New York.
The population of the territory served is approximately 4,000,000. The
Company is subject to the regulatory jurisdiction of the New York State
Public Service Commission. The mailing address of the Company's executive
offices is One MetroTech Center, Brooklyn, New York 11201-3850 and the
Company's telephone number is (718) 403-2000.
The Company's business is influenced by seasonal weather conditions.
Annual revenues are substantially realized during the heating season
(November 1 to April 30) as a result of the large proportion of heating
sales, primarily residential, compared to total sales. Accordingly,
results of operations historically are most favorable in the second
quarter (the three months ended March 31) of the Company's fiscal year,
with results of operations being next most favorable in the first quarter.
Results for the third quarter are marginally unprofitable, and losses are
incurred in the fourth quarter. The effect on utility earnings caused by
abnormal weather during the heating season is largely offset by the
Weather Normalization Adjustment contained in the Company's tariff. Also,
results of operations are affected by the timing and amounts of approved
rate changes. In fiscal 1994, revenues were derived as follows: 76%
residential, 13% commercial, 8% governmental and 3% industrial. The
Company has attained or exceeded the allowed rate of return on utility
common equity for 15 out of the past 16 years.
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RECENT AMENDMENTS TO THE PLAN
The Company has amended the Plan, effective as of February 1, 1995,
as follows:
(1) to change the name of the Plan to "Dividend Reinvestment and
Stock Purchase Plan";
(2) to allow non-shareholders who are customers of the Company
to enroll in the Plan by making an initial cash investment of not
less than $250 nor more than $100,000 to purchase Common Stock under
the terms of the Plan; and
(3) to provide that, after initial enrollment in the Plan, a
participant's optional cash payments for purchases of Common Stock
must be at least $25 and
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cannot exceed $100,000 annually, including an initial cash investment
(if any).
Other than the foregoing, there have been no other amendments to the
Plan since the Prospectus dated April 15, 1993.
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
The following is a question and answer statement of the Dividend
Reinvestment and Stock Purchase Plan (the "Plan") of The Brooklyn Union
Gas Company (the "Company").
DEFINITION
1. What is the Plan?
The Plan provides that holders of the Company's Common and/or
Preferred Stock and Registered Bonds can reinvest all or less than all
their cash dividends, interest payments and/or all of their optional cash
payments in newly issued shares of Common Stock of the Company. The Plan
also provides that individuals who are customers of the Company (as
described in Question 9) may become shareholders of the Company's Common
Stock by making an initial cash investment under the terms set forth in
this Prospectus. The Company, however, reserves the right to limit the
amount of a participant's initial investment or reinvestment if it
determines that the investment or reinvestment of the designated amount
may jeopardize the Plan or the rights of other participants thereunder.
The following questions and answers explain how Common and/or Preferred
shareholders may have their Common and/or Preferred cash dividends, and
Registered Bondholders their interest payments, reinvested in shares of
Common Stock and how they, as well as individuals who are also customers
of the Company, may also purchase shares of Common Stock for cash.
PURPOSE
2. What is the purpose of the Plan?
The Plan offers the holders of Common and/or Preferred Stock
and/or Registered Bonds of the Company a convenient and non-shareholders
who are individuals and who are also customers of the Company a simple
and convenient method of purchasing shares of the Company's Common Stock
(par value $.33 1/3 per share) without payment of brokerage commissions or
service charges, and an automatic method for investing (subject to certain
limitations described in Questions 1 and 3) all or less than all their
Common and/or Preferred dividends, interest payments and/or optional cash
payments in shares of the Company's Common
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Stock at no cost to Plan participants. The Company will use the cash
received from the sale of the Common Stock for its continuing construction
program and for general corporate purposes. See "Use of Proceeds and
Construction Program."
ADVANTAGES
3. What are some of the advantages of the Plan?
The Plan provides Common and/or Preferred shareholders and
Registered Bondholders with a convenient, systematic method of purchasing
shares of the Company's Common Stock. Subject to certain limitations
described below, participants in the Plan may (a) have cash dividends
and/or interest payments on all their shares of Common and/or Preferred
Stock and/or Registered Bonds automatically reinvested, or (b) have cash
dividends and/or interest payments on less than all their shares of Common
and/or Preferred Stock and/or Registered Bonds automatically reinvested
and continue to receive cash dividends and/or interest payments on the
remaining shares of Common and/or Preferred Stock and/or Registered Bonds
registered in their names, or (c) invest by making optional cash payments
of not less than $25 each up to a maximum of $100,000 per year, including
an initial cash investment (if any), or (d) invest all or less than all
their Common and/or Preferred cash dividends and/or Registered Bond
interest payments and any such optional cash payments (see Questions 15
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through 18). Non-shareholders who are individuals and who are also
customers of the Company may enroll in the Plan by making an initial cash
investment of at least $250 up to a maximum of $100,000 to purchase Common
Stock under the terms of the Plan. The Company reserves the right to limit
the amount of a participant's investment or reinvestment if it determines
that investment or reinvestment of the designated amount may jeopardize
the Plan or the rights of other participants thereunder. The Plan provides
for the purchase of fractional shares of Common Stock. The Plan offers
simplified recordkeeping and provides participants with a means of
avoiding the cumbersome safekeeping of certificates for the shares of
Common Stock credited to their accounts under the Plan. Brokerage
commissions, if any, bank charges and other costs are paid by the Company
in connection with all purchases of shares of Common Stock under the Plan.
ADMINISTRATION
4. Who administers the Plan for participants?
The Company administers the Plan for participants, maintains
records, sends statements of participants' accounts and performs other
clerical and ministerial duties relating to the Plan. Shares of Common
Stock purchased and held for participants under the Plan will be
registered in the name of a nominee(s) for participants in the Plan. The
Company has also appointed Chemical Bank as independent agent on behalf of
the Plan (the "Plan Agent"). The Plan Agent is responsible for holding
funds of participants, which are received by the Company
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and transmitted promptly to the Plan Agent, in a segregated escrow account
for the benefit of the participants. The Plan Agent then effects
purchases of shares from the Company pursuant to the terms of the Plan.
Should it ever become necessary or desirable to replace the Company as
administrator, or to replace the Plan Agent, a successor would be
appointed.
PARTICIPATION
5. Who is eligible to participate?
All holders of record of shares of Common and/or Preferred Stock
and/or Registered Bonds are eligible to participate in the Plan. In order
to be eligible to participate, beneficial owners of shares of Common
and/or Preferred Stock and/or Registered Bonds of the Company whose shares
or bonds are registered in names other than their own (e.g., in the name
of a broker or bank nominee) must become shareholders and/or bondholders
of record by having their shares and/or bonds transferred into their
names. Non-shareholders who are individuals and who are also customers of
the Company (as described in Question 9) are also eligible to participate
in the Plan.
6. How does an eligible current shareholder or bondholder participate?
To participate, current shareholders must complete and sign an
Authorization Form provided by the Company and send it to the Company's
Investor Services, One MetroTech Center, Brooklyn, New York 11201-3850.
Bondholders must send an Authorization Form directly to the bond trustee
in charge of their accounts, as designated on their bonds and in
correspondence from the bond trustee. This form will be provided by
Investor Services at any time upon written request.
7. When may a current shareholder or bondholder join the Plan?
Eligible current shareholders or bondholders may join the Plan
at any time. For full and/or partial dividend or interest reinvestment, if
the Authorization Form is received by the Company or the bond trustee on
or before the record date for the payment of the next dividend or interest
payment (approximately 25 to 30 days in advance of the payment date), such
dividend or interest payment as designated will be invested in shares of
Common Stock for the applicant's Plan account. If the Authorization Form
is received in the period between any dividend or interest payment record
date and payment date, that dividend or interest payment will be paid in
cash and the shareholder's or bondholder's initial dividend or interest
reinvestment will be delayed until the following dividend or interest
payment.
8. What does the Authorization Form provide?
The Authorization Form directs the Company to reinvest all or
less than all of the
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participant's quarterly cash dividends or semi-annual interest payments on
the shares or bonds registered in the participant's own name as well as
those shares of Common Stock held for the participant in the Plan. The
Company reserves the right to limit the amount of a participant's
reinvestment if it determines that reinvestment of the designated amount
may jeopardize the Plan or the rights of other participants thereunder. It
also appoints the Plan Agent as agent for the participant and directs the
Plan Agent to apply such dividends and/or interest payments, as
designated, and any optional cash payments the shareholder or bondholder
might make as a participant that have been transmitted to the Plan Agent,
to the purchase of shares of the Company's Common Stock in accordance with
the terms and conditions of the Plan.
If the "Optional Cash Purchases Only" box on the Authorization
Form is checked, the Company will continue to pay cash dividends and/or
interest payments to the participant on shares or bonds registered in the
participant's name in the usual manner, but the Company will apply any
optional cash payments received and dividends on shares of Common Stock
credited to the participant's Plan account to the purchase of shares of
Common Stock under the Plan.
9. Who are non-shareholder customers of the Company who are eligible to
join the Plan?
Any individual who is a bona fide resident of the State of New
York who has an account with the Company to be supplied natural gas for
cooking, water heating or space heating, or any individual who is a bona
fide resident of a dwelling unit in the Company's service territory that
is supplied with natural gas, is eligible to apply for enrollment in the
Plan. No corporations or other business entities are eligible to apply
for participation in the Plan based upon being a customer of the Company.
10. How does a non-shareholder who is a customer of the Company join the
Plan?
After being furnished with the Plan Prospectus and an Enrollment
Form from the Company (see Question 39), an individual who is also a
customer of the Company may apply for enrollment in the Plan by completing
and returning the Enrollment Form to Investor Services, together with a
check in an amount not less than $250 nor more than $100,000, made payable
to "The Brooklyn Union Gas Company."
11. What does the Enrollment Form provide?
The Enrollment Form requires an individual non-shareholder
customer to certify that he or she is a bona fide New York State resident
and either an account holder of the Company or a bona fide resident of a
dwelling unit that is located in the Company's service territory. The
Company reserves the right to require that any individual applicant for
enrollment provide additional proof of the applicant's bona fide residence
in the Company's service territory. The Enrollment Form also requires such
non-shareholder customers to decide the amount of the initial investment
(which must be at least $250), which will be used by the Plan
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Agent to purchase full and fractional shares of the Company's Common
Stock. All cash dividends credited to Plan accounts will be fully
reinvested and used to purchase shares of Common Stock, until the Company
is notified to deliver a certificate registered in the participant's name
for any full shares credited to the Plan account. (See Question 23).
12. When may a non-shareholder who is a customer of the Company join the
Plan?
A non-shareholder who is a customer of the Company may join the
Plan at any time. However, non-shareholder customers applying for
enrollment should review Question 17 relating to optional cash payments to
determine when the Enrollment Form, and an accompanying check, must be
received by the Company in order for such persons to be entitled to
receive specific quarterly dividends on the shares of Common Stock
purchased with the investment.
COSTS
13. Are there any expenses to participants in connection with purchases
under the Plan?
In general, all costs relating to administration of the Plan are
paid by the Company. However, if a participant requests that the Company
arrange for the sale of some or all of such participant's shares of Common
Stock held in the Plan, all related brokerage commissions and other
charges shall be deducted from the proceeds of the sale. In addition, the
Company reserves the right to pass on to participants expenses relating to
the issuance of certificates for shares of Common Stock purchased under
the Plan. See Questions 23 and 25.
SOURCE OF SHARES
14. What is the source of shares of Common Stock purchased under the
Plan?
Shares of Common Stock purchased under the Plan will be
authorized and unissued shares or Treasury Shares.
OPTIONAL CASH PAYMENTS
15. How do the cash payment options operate?
Optional cash payments (i.e., payments of cash for investment in
Common Stock OTHER THAN initial cash investments of non-shareholder
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customers) can be made at any time and will be applied by the Plan Agent
monthly, on the first business day of the month, to the purchase of shares
of Common Stock for the participant's account.
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Unless a participant has checked the "Optional Cash Purchases
Only" box on the Authorization Form, on each dividend and/or interest
payment date the Company will apply the designated cash dividends or
interest payments on shares or bonds registered in the participant's name
and any optional cash payments received five (5) business days prior to
such date to the purchase of shares of Common Stock for the account of
such participant.
If, however, a participant has checked the "Optional Cash
Purchases Only" box on the Authorization Form, on each dividend and/or
interest payment date, the Company will pay cash dividends or interest
payments on shares or bonds registered in the participant's name to the
participant in the usual manner.
In ALL cases dividends payable on shares of Common Stock
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credited to the account of the participant under the Plan will be
reinvested by the Plan Agent in shares of Common Stock.
16. How are optional cash payments made?
A current Plan participant may make optional cash payments of
not less than $25 nor more than $100,000 per year, including an
initial cash investment (if any), for the purchase of shares of Common
Stock. There is neither an obligation to make an optional cash payment in
each or any month nor must the participant invest the same amount in each
month. However, if an optional cash payment is made, the minimum amount
which will be accepted is $25.
An optional cash payment of less than $25, or any excess over
$100,000, including an initial cash investment (if any), made during a
year, will be returned to the participant.
An optional cash payment may be made by a current shareholder or
bondholder when enrolling by enclosing a check with the Authorization
Form. Thereafter, optional cash payments may be made through the use of
cash payment forms sent to participants with their statements.
Checks for optional cash payments must be made payable to "The
Brooklyn Union Gas Company" and mailed to The Brooklyn Union Gas Company,
P.O. Box No. 02-9116, Brooklyn, NY 11202-9116.
17. When will optional cash payments be invested?
Optional cash payments (as well as initial investments from non-
shareholders who are customers of the Company) received by the Company
will be invested by the Plan Agent on the first business day of each
month. Optional cash payments (and non-shareholder customer
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initial investments) should be mailed to reach the Company at least five
business days prior to the first business day of the month. No interest
will be paid by the Plan Agent on such funds. Any optional cash payment
will be refunded if a written request for such refund is received by the
Company more than five business days before the first business day of the
month.
PURCHASES
18. How many shares of Common Stock will be purchased for participants?
The number of shares of Common Stock to be purchased depends on
the amount of the participant's dividend and/or interest payment which is
designated, optional cash payments, or both, and the price of the Common
Stock (see Question 19). Each participant's account will be credited with
that number of shares of Common Stock, including fractions computed to
three decimal places, equal to the total amount to be invested divided by
the purchase price. The Company reserves the right to limit the amount
of a participant's reinvestment if it determines that reinvestment of the
designated amount may jeopardize the Plan or the rights of other
participants thereunder.
THE PLAN DOES NOT ALLOW PARTICIPANTS TO SPECIFY THE NUMBER OF
SHARES TO BE PURCHASED WITH THEIR REINVESTED DIVIDENDS OR OPTIONAL CASH
PAYMENTS NOR DOES IT ALLOW NON-SHAREHOLDERS TO SPECIFY THE NUMBER OF
SHARES TO BE PURCHASED WITH THEIR INITIAL CASH INVESTMENTS.
19. What will be the price of Common Stock purchased under the Plan?
The price of shares of Common Stock purchased under the Plan
will be the average of the high and low sales prices for such shares as
reported by the New York Stock Exchange -- Composite Transactions Tape on
the last day of the month (or the next preceding day on which shares are
traded if no shares are traded on the last day of the month).
HOW THE PLAN WORKS
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THE OPERATION OF THE PLAN IS ILLUSTRATED AS FOLLOWS:
COMMON SHAREHOLDER
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ON OCTOBER 11, 1994, COMMON SHAREHOLDER A, THE OWNER OF 100
SHARES OF THE COMPANY'S COMMON STOCK, WAS ENTITLED TO AN AGGREGATE
DIVIDEND OF $33.75 AS DECLARED BY THE BOARD OF DIRECTORS ON SEPTEMBER 28,
1994. HAD
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SHAREHOLDER A BEEN A PARTICIPANT IN THIS PLAN DESIGNATING ALL 100 SHARES
FOR PARTICIPATION, THIS DIVIDEND WOULD HAVE BEEN REINVESTED FOR
SHAREHOLDER A IN THE PURCHASE OF ADDITIONAL SHARES OF THE COMPANY'S COMMON
STOCK. THE AVERAGE PRICE ON THE LAST BUSINESS DAY OF THE MONTH (OCTOBER
31, 1994) OF $23.2500 WOULD HAVE BEEN USED TO DETERMINE THE NUMBER OF
SHARES. THE NUMBER OF SHARES PURCHASED FOR SHAREHOLDER A WOULD HAVE BEEN
1.452 WHICH WAS ARRIVED AT BY DIVIDING THE AVERAGE PRICE PER SHARE
($23.2500) INTO THE TOTAL DIVIDEND ($33.75). ABOUT TWO WEEKS AFTER
NOVEMBER 1, 1994, SHAREHOLDER A WOULD HAVE RECEIVED FROM THE COMPANY A
STATEMENT REFLECTING THE ABOVE TRANSACTION AND SHOWING THAT SHAREHOLDER A
OWNED 101.452 SHARES OF COMMON STOCK, 100 IN A'S NAME AND 1.452 HELD FOR A
BY THE COMPANY UNDER THE PLAN.
HAD SHAREHOLDER A ALSO MADE AN OPTIONAL CASH PAYMENT OF
$300.00, SHAREHOLDER A WOULD HAVE HAD AVAILABLE FOR INVESTMENT ON NOVEMBER
1, 1994 $333.75. THIS SUM WOULD HAVE PURCHASED 14.355 SHARES OF COMMON
STOCK WHICH WOULD HAVE BEEN CREDITED TO A'S ACCOUNT.
IF SHAREHOLDER A HAD DECIDED TO INVEST $300.00 IN NOVEMBER,
1994 AND HAD ELECTED TO PARTICIPATE UNDER THE "OPTIONAL CASH PUR-CHASES
ONLY" FEATURE, SHAREHOLDER A WOULD HAVE RECEIVED A CHECK FOR THE DIVIDEND
OF $33.75. THE OPTIONAL CASH PAYMENT OF $300.00 WOULD HAVE PURCHASED
SHAREHOLDER A 12.903 SHARES WHICH WOULD HAVE BEEN CREDITED TO A'S ACCOUNT
IN THE SAME MANNER AS PREVIOUSLY DESCRIBED ABOVE.
PREFERRED SHAREHOLDER
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ON NOVEMBER 7, 1994, SHAREHOLDER B, THE OWNER OF 50 SHARES OF
$100 PAR VALUE, CUMULATIVE PREFERRED STOCK, 4.60% SERIES B, WAS ENTITLED
TO AN AGGREGATE DIVIDEND OF $57.50 AS DECLARED BY THE BOARD OF DIRECTORS
ON OCTOBER 26, 1994. HAD SHAREHOLDER B BEEN A PARTICIPANT IN THIS PLAN
DESIGNATING ALL 50 SHARES OF PREFERRED STOCK FOR PARTICIPATION, THIS
DIVIDEND WOULD HAVE BEEN INVESTED FOR SHAREHOLDER B IN THE PURCHASE OF
SHARES OF THE COMPANY'S COMMON STOCK. THE AVERAGE PRICE OF THE COMMON
STOCK ON THE LAST DAY OF THE MONTH PRIOR TO THE PREFERRED DIVIDEND PAYMENT
DATE (NOVEMBER 30, 1994, THE PREFERRED DIVIDEND PAYMENT DATE BEING
DECEMBER 1, 1994) WOULD HAVE BEEN USED TO DETERMINE THE NUMBER OF SHARES
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OF COMMON STOCK PURCHASED WITH THE PREFERRED DIVIDEND. THE NUMBER OF
SHARES OF COMMON STOCK PURCHASED FOR SHAREHOLDER B WOULD HAVE BEEN 2.584
WHICH WAS ARRIVED AT BY DIVIDING THE AVERAGE PRICE PER SHARE OF THE COMMON
STOCK ($22.2500) INTO THE TOTAL PREFERRED DIVIDEND ($57.50). ABOUT TWO
WEEKS AFTER DECEMBER 1, 1994 SHAREHOLDER B WOULD HAVE RECEIVED FROM THE
COMPANY A STATEMENT REFLECTING THE ABOVE TRANSACTION AND SHOWING THAT
SHAREHOLDER B OWNED 2.584 SHARES OF COMMON STOCK HELD FOR SHAREHOLDER B BY
THE COMPANY UNDER THE PLAN.
HAD SHAREHOLDER B ALSO MADE AN OPTIONAL CASH PAYMENT OF
$300.00, SHAREHOLDER B WOULD HAVE HAD AVAILABLE FOR INVESTMENT ON DECEMBER
1, 1994 $357.50. THIS SUM WOULD HAVE PURCHASED 16.067 SHARES OF COMMON
STOCK WHICH WOULD HAVE BEEN CREDITED TO B'S ACCOUNT.
IF SHAREHOLDER B HAD DECIDED TO INVEST $300.00 IN DECEMBER,
1994 AND HAD ELECTED TO PARTICIPATE UNDER THE "OPTIONAL CASH PUR-CHASES
ONLY" FEATURE, SHAREHOLDER B WOULD HAVE RECEIVED A CHECK FOR THE DIVIDEND
OF $57.50 ON B'S PREFERRED SHARES. THE OPTIONAL CASH PAYMENT OF $300.00
WOULD HAVE PURCHASED SHAREHOLDER B 13.483 SHARES OF COMMON STOCK WHICH
WOULD HAVE BEEN CREDITED TO B'S ACCOUNT IN THE SAME MANNER AS PREVIOUSLY
DESCRIBED ABOVE.
REGISTERED BONDHOLDER
---------------------
ON NOVEMBER 15, 1994, BONDHOLDER C, THE REGISTERED OWNER OF 10
OF THE COMPANY'S TAX EXEMPT BONDS, 9% SERIES 1985 A, ISSUED BY THE NEW
YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY, WAS ENTITLED TO AN
INTEREST PAYMENT OF $2,250 AS SET FORTH IN THE GOVERNING INDENTURE. HAD
BONDHOLDER C BEEN A PARTICIPANT IN THIS PLAN DESIGNATING ALL 10 REGISTERED
BONDS FOR PARTICIPATION, THIS INTEREST PAYMENT WOULD HAVE BEEN INVESTED
FOR BONDHOLDER C IN THE PURCHASE OF SHARES OF THE COMPANY'S COMMON STOCK.
THE AVERAGE PRICE OF THE COMMON STOCK ON THE LAST BUSINESS DAY OF
NOVEMBER, 1994 WOULD HAVE BEEN USED TO DETERMINE THE NUMBER OF SHARES OF
COMMON STOCK PURCHASED WITH THE INTEREST PAYMENT. THE NUMBER OF SHARES OF
COMMON STOCK PURCHASED FOR BONDHOLDER C WOULD HAVE BEEN 101.124 WHICH WAS
ARRIVED AT BY DIVIDING THE AVERAGE PRICE PER SHARE OF THE COMMON STOCK
($22.2500) INTO THE TOTAL INTEREST PAYMENT ($2,250.00). ABOUT TWO WEEKS
AFTER DECEMBER 1, 1994 BONDHOLDER C WOULD HAVE RECEIVED FROM THE COMPANY A
-12-
<PAGE>
STATEMENT REFLECTING THE ABOVE TRANSACTION AND SHOWING THAT BONDHOLDER C
OWNED 101.124 SHARES OF COMMON STOCK HELD FOR BONDHOLDER C BY THE COMPANY
UNDER THE PLAN.
HAD BONDHOLDER C ALSO MADE AN OPTIONAL CASH PAYMENT OF $300.00,
BONDHOLDER C WOULD HAVE HAD AVAILABLE FOR INVESTMENT ON DECEMBER 1, 1994
$2,550.00. THIS SUM WOULD HAVE PURCHASED 114.607 SHARES OF COMMON STOCK
WHICH WOULD HAVE BEEN CREDITED TO C'S ACCOUNT.
IF BONDHOLDER C HAD DECIDED TO INVEST $300.00 IN DECEMBER, 1994
AND HAD ELECTED TO PARTICIPATE UNDER THE "OPTIONAL CASH PURCHASES ONLY"
FEATURE, BONDHOLDER C WOULD HAVE RECEIVED A CHECK FOR THE INTEREST PAYMENT
OF $2,250.00 ON C'S BONDS. THE OPTIONAL CASH PAYMENT OF $300.00 WOULD HAVE
PURCHASED BONDHOLDER C 13.483 SHARES OF COMMON STOCK WHICH WOULD HAVE BEEN
CREDITED TO C'S ACCOUNT IN THE SAME MANNER AS PREVIOUSLY DESCRIBED ABOVE.
NON-SHAREHOLDER CUSTOMERS
CUSTOMER D ENROLLS IN THE PLAN BY SUBMITTING AN ENROLLMENT FORM
THAT WAS RECEIVED BY THE COMPANY ON MARCH 15, 1995, ALONG WITH A CHECK IN
THE AMOUNT OF $300.00. CUSTOMER D THUS HAS $300.00 AVAILABLE FOR
INVESTMENT ON APRIL 1, 1995. THE AVERAGE PRICE ON THE LAST BUSINESS DAY OF
THE MONTH (MARCH 31, 1995) WILL BE USED TO DETERMINE THE NUMBER OF SHARES.
IF FOR PURPOSES OF THIS EXAMPLE ONLY IT IS ASSUMED THAT THE AVERAGE PRICE
------------------------------------
PER SHARE ON THAT DATE WILL BE $25.375 PER SHARE, THE NUMBER OF SHARES
THAT WILL BE PURCHASED FOR CUSTOMER D WILL BE 11.823 WHICH WAS ARRIVED AT
BY DIVIDING THE AVERAGE PRICE PER SHARE ($25.375) INTO THE TOTAL
INVESTMENT ($300.00). ABOUT TWO WEEKS AFTER APRIL 1, 1995, CUSTOMER D WILL
RECEIVE FROM THE COMPANY A STATEMENT REFLECTING THE ABOVE TRANSACTION AND
SHOWING THAT CUSTOMER D OWNS 11.823 SHARES OF COMMON STOCK HELD FOR D BY
THE COMPANY UNDER THE PLAN. AFTER THE INITIAL INVESTMENT, BECAUSE ALL
SHARES OWNED BY CUSTOMER D ARE CREDITED TO D'S PLAN ACCOUNT, ALL DIVIDENDS
PAYABLE ON THOSE SHARES WILL BE REINVESTED IN SHARES OF COMMON STOCK. (SEE
"COMMON SHAREHOLDER" ABOVE).
REPORTS TO PARTICIPANTS
-13-
<PAGE>
20. How will the participating shareholder or bondholder be
advised of his, her or its purchase of Common Stock?
Each participant in the Plan will receive a statement of his,
her or its account following each purchase of Common Stock under the Plan,
which shall show (i) the number of shares of Common Stock purchased, (ii)
the date of purchase, and (iii) the fair market value of such shares on
the date of purchase. THESE STATEMENTS WILL BE A PARTICIPANT'S CONTINUING
RECORD OF THE COST OF THE PARTICIPANT'S PURCHASES AND SHOULD BE RETAINED
FOR INCOME TAX PURPOSES. In addition, each participant will receive a
Prospectus relating to the Plan and continue to receive copies of the same
communications sent to every other holder of shares of Common Stock,
including the Company's interim reports, annual report, notice of annual
meeting and proxy statement, and any income tax information for reporting
dividends paid.
SAFEKEEPING OF SHARES DESIGNATED FOR PARTICIPATION
21. May participants transfer shares of Common Stock which are
designated for participation in the Plan to the Company for safekeeping?
Yes. Participants may transfer to the Company for safekeeping
shares of Common Stock registered in their names which have been
designated for participation in the Plan on their Authorization Forms.
These shares will be credited to the participants' accounts under the Plan
along with shares purchased for them under the Plan. There is no charge
for this service. The share certificates should be sent by certified mail,
return receipt requested, or delivered in person, to the Company's
Investor Services, One MetroTech Center, Brooklyn, New York 11201-3850.
This service is not available for Registered Bonds or Preferred Stock, or
to participants who have elected to participate under the "Optional Cash
Purchases Only" feature.
DIVIDENDS
22. Will participants be credited with dividends on the fractional
shares of Common Stock held in the Plan?
Yes. Dividends with respect to fractions, as well as whole
shares of Common Stock, will be credited to participants' accounts and
will be reinvested in additional shares of Common Stock.
CERTIFICATES
-14-
<PAGE>
23. Will certificates be issued for shares of Common Stock purchased
under the Plan or for shares of Common Stock designated for participation
in the Plan and transferred to the Company for safekeeping?
Normally, certificates for shares of Common Stock purchased
under the Plan will not be issued to participants. Certificates for
shares of Common Stock designated for participation in the Plan and
transferred to the Company for safekeeping as described in Question 21
will be re-registered in the name of a nominee for participants in the
Plan (see Question 4) and the shares will be credited to the transferring
participant's account under the Plan. The number of shares of Common
Stock credited to a participant's account under the Plan will be shown on
the participant's statement of account.
Certificates for any number of whole shares of Common Stock
credited to a participant's account under the Plan will be issued upon the
written request of such participant and the issuance of such certificates
will not terminate the participant's continuation in the Plan. Any such
request should be mailed to the Company's Investor Services. Any
remaining full and fractional shares of Common Stock will continue to be
credited to the participant's account.
Upon issuance of the certificates requested by the participant,
the participant must designate to the Company whether all, part or none of
the dividends paid on those shares are to be reinvested under the Plan.
Participants also have the option to designate whether dividends paid on
shares credited to a participant's account are to be paid in cash to the
participant. Unless otherwise instructed, the Company will pay cash
dividends on shares for which the Company has issued certificates, and
will reinvest dividends on shares credited to a participant's account
under the Plan.
Shares of Common Stock credited to the account of a participant
under the Plan may not be pledged as collateral. A participant who wishes
to pledge such shares must request the certificates for such shares to be
issued in such participant's name.
The Company reserves the right to pass on to participants the
expenses of issuing certificates when deemed to be in the best interests
of the Plan.
Certificates for fractions of shares of Common Stock will not be
issued under any circumstances.
24. What happens to the fractional shares of Common Stock when the
Plan is terminated, or when a participant wishes to terminate his or her
account under the Plan?
When a participant's account is terminated or the Company
terminates the Plan, a cash adjustment representing the fractional share
of Common Stock will be mailed directly to
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<PAGE>
the participant. The cash payment to each such participant will be based
on the market price received through the sale of the shares in the open
market, less related brokerage commissions and transfer tax for such
fractional share.
25. In whose name will certificates for whole shares of Common Stock
be issued?
Each account in the Plan will be maintained in the same name(s)
as the Company's shareholder or bondholder account at the time the
participant entered the Plan. Consequently, certificates for full shares
of Common Stock will be similarly registered when issued.
Upon written request, certificates can also be registered in
names other than that of the participant (such as re-registration of
shares by a participant to reflect changes in joint or trust ownership or
to reflect the death of a participant or such other re-registrations as
the Company may deem appropriate), subject to compliance with any
applicable laws and the payment by the participant of any applicable
taxes. Any such request should be directed to the Company's Investor
Services. The Company reserves the right to pass on to participants the
expense of complying with such requests when deemed to be in the best
interests of the Plan.
WITHDRAWAL AND/OR SALE OF PLAN SHARES
26. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must notify
the Company in writing that such participant wishes to withdraw. When a
participant withdraws from the Plan or upon termination of the Plan by the
Company, certificates for whole shares of Common Stock credited to the
participant's account under the Plan will be issued and a cash payment
will be made for any fraction of a share of Common Stock credited to such
account. Upon the participant's withdrawal from the Plan, the participant
may, if desired, also request that all of the shares of Common Stock, both
whole and fractional, credited to the participant's account in the Plan be
sold. If such sale is requested, the sale will be made at market and the
participant will receive the proceeds of the sale less any related
brokerage commission and transfer tax.
27. How can a participant sell some or all of such participant's
shares of Common Stock held in the Plan?
In order to sell some or all of a qualified participant's
shares held in the Plan, such participant may request from the Company
certificates for any number of whole shares credited to his, her or its
account under the Plan (see Question 23) and arrange for the sale
personally. Alternatively, the participant may have the Company arrange
for the sale of some or all of the shares of Common Stock, both whole and
fractional, credited to such participant's
-16-
<PAGE>
account in the Plan. To do so, the participant must notify the Company's
Investor Services in writing how many shares the participant desires to
sell and, upon receipt of such notice, the Company will process the sale
as soon as practicable thereafter. The sale will be made at market and
the participant will receive a check shortly thereafter for the proceeds
of the sale less any related brokerage commission and transfer tax. The
Company will continue to reinvest the dividends and/or interest payments
on shares or bonds held in the participant's name until notified in
writing by such participant that he, she or it wishes to withdraw from the
Plan.
28. When may a participant withdraw from the Plan and/or sell his,
her or its shares of Common Stock held in the Plan?
A participant may withdraw and/or sell from the Plan at any
time.
If a request to withdraw and/or sell is received prior to any
record date for a dividend or interest payment, the withdrawal and/or sale
will be processed as soon as practicable following receipt of the request
by the Company's Investor Services. All subsequent dividends or interest
payments will be paid in cash to the participant unless such participant
re-enrolls in the Plan.
If the request to withdraw and/or sell is received by the
Company's Investor Services between any record date and the payment date
for a dividend and/or interest payment, the designated portion of the
dividend or interest payment paid on such date will be invested for the
participant's account. Any optional cash payment which had been sent to
the Company's Investor Services prior to the request for withdrawal
and/or sale will also be invested unless return of the amount is requested
in the request for withdrawal and/or sale and such request is received at
least 48 hours prior to the dividend or interest payment date. The request
for withdrawal and/or sale will then be processed as promptly as possible
following such dividend or interest payment date.
29. When may a shareholder or bondholder rejoin the Plan?
Generally, an eligible shareholder or bondholder may again
become a participant at any time. However, the Company reserves the right
to reject any Authorization Form from a previous participant on the
grounds of excessive joining and termination. Such reservation is
intended to minimize unnecessary administrative expense and to encourage
use of the Plan as a long-term shareholder and bondholder investment
service.
OTHER INFORMATION
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<PAGE>
30. What happens when a participating shareholder or bondholder
sells or transfers all of the Common and/or Preferred Stock or bonds
registered in such participant's name?
If a participating shareholder or bondholder sells or transfers
all of the Common and/or Preferred Stock and/or bonds registered in such
participant's name, the Company will continue to reinvest the dividends on
the shares of Common Stock credited to such participant's account under
the Plan until notified in writing by such participant that the
participant wishes to withdraw from the Plan.
31. What happens if the Company issues a Common Stock dividend or
declares a Common Stock split?
Any stock dividends or split shares distributed by the Company
on shares held in the Plan for the participant will be credited to the
participant's account. Dividends or split shares distributed on shares
held by a participating shareholder will be mailed directly to the
shareholder in the same manner as to shareholders who are not
participating in the Plan.
32. If the Company has a Common Stock rights offering, how will the
rights on the Plan's shares be handled?
No preemptive rights attach to the shares of Common Stock of the
Company. If the Company should, nevertheless, determine to offer
securities through the issuance of rights to subscribe, warrants
representing the rights on all Plan shares registered in the name of the
Company (or its nominee) will be issued to the Company. The Company will
sell such rights, credit each participant's account in proportion to the
whole and fractional shares held therein on the record date for such
rights, and apply the proceeds to the purchase of additional shares of the
Company's Common Stock. Any participant who wishes to exercise stock
purchase rights on his, her or its Plan shares must request, prior to the
record date for any such rights, that the Company forward to such
participant a certificate for whole shares in the participant's Plan
account as provided in Question 23.
33. How will a participant's shares of Common Stock be voted at
meetings of shareholders?
Participants will receive a proxy card indicating total shares
held, including shares held directly and shares held under the Plan.
If a proxy card is returned properly signed and marked for
voting, all the shares covered by the proxy -- those registered in the
name of the participant and the shares held under the Plan -- will be
voted as marked.
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<PAGE>
If a proxy card is returned properly signed but without
indicating instructions as to the manner shares are to be voted with
respect to any item thereon, all of the participant's shares -- those
registered in the name of the participant and those credited to such
participant's account under the Plan -- will be voted in accordance with
the recommendations of the Company's management. If the proxy card is not
returned, or if it is returned unexecuted or improperly executed, none of
the shares in respect of which such proxy card was furnished (including
shares held for the participant under the Plan) will be voted.
34. What are the Federal income tax consequences of participation in
the Plan?
Dividends and interest payments reinvested by Participants in
the Plan have the same Federal income tax treatment as dividends and
interest payments which have been paid to shareholders and bondholders who
are not participating in the Plan. Therefore, reinvested dividends and
interest payments are taxable as having been received in cash even though
the participant uses them to purchase additional shares under the Plan.
The tax basis of shares purchased with reinvested dividends and
interest payments or with optional cash payments is the price of the
shares of Common Stock under the Plan (see answer to Question 19).
The holding period for shares purchased with dividends and interest
payments for Federal income tax purposes begins the day after the
applicable investment date.
A participant will not realize any taxable income when the
participant receives certificates for whole shares credited to such
participant's account under the Plan, either upon such participant's
request for certificates for whole shares or upon withdrawal from or
termination of the Plan. However, a participant who receives, upon
withdrawal from or termination of the Plan, a cash adjustment for a
fraction of a share credited to such participant's account will realize a
gain or loss with respect to such fraction. Gain or loss will also be
realized by the participant when whole shares are sold, either pursuant to
the participant's request when the participant withdraws from the Plan or
by the participant after withdrawal from the Plan. The amount of such
gain or loss will be the difference between the amount which the
participant received for the shares or fraction of a share actually sold
and such participant's tax basis therefor.
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN AND THE SALE OF
ANY SHARES OF THE COMPANY'S COMMON STOCK WILL VARY DEPENDING ON THE TAX
POSITION OF THE SHAREHOLDER. THEREFORE, SPECIFIC TAX QUESTIONS REGARDING
PARTICIPATION IN THE PLAN SHOULD BE DISCUSSED BY EACH PARTICIPANT WITH
HIS, HER OR ITS OWN TAX ADVISOR.
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<PAGE>
35. What provision is made for shareholders and bondholders whose
dividends or interest payments are subject to income tax withholding?
In the case of those shareholders and bondholders whose
dividends or interest payments are subject to United States Federal income
tax withholding (both United States citizens or residents and foreign
persons), the Company will apply the net amount of the designated dividend
or interest payment of such participants, after the deduction of taxes, to
the purchase of Common Stock. If such participants desire to invest the
full amount of their dividends or interest payments, they may tender cash
payments to the Company equal to the amount of tax withheld. The minimum
cash payment requirement of $25 will be waived to accommodate all
payments, regardless of size, made by such shareholders and bondholders
for this express purpose. Such payments will be invested for such
participants on the dividend or interest payment date if received by the
Company prior to that date.
36. What is the responsibility of the Company under the Plan?
In performing its duties as administrator under the Plan, the
Company shall not be liable for any act done in good faith, or for any
good faith omission to act, including, without limitation, any claims of
liability arising out of failure to terminate a participant's account upon
such participant's death prior to receipt of notice in writing of such
death.
37. May the Plan be changed or discontinued?
Notwithstanding any other provision of the Plan, the Company
reserves the right to suspend, modify or terminate the Plan at any time.
All participants will receive notice of any such suspension, modification
or termination.
38. Who bears the risk of market price fluctuations in the Company's
Common Stock?
A participant's investment in shares held in this Plan is not
different from such participant's investment in directly-held shares in
this regard. A participant bears the risk of loss and the benefits of
gain from market price changes with respect to all shares. The Company
cannot guarantee that shares purchased under the Plan will, at any
particular time, be worth their purchase price or more or less than their
purchase price.
The price received by the Company for the shares offered hereby
is subject, among other items, to market conditions at the date the price
of the shares is determined (see Question 19). Therefore, the shares
may be sold at a price below underlying book value or at a price in excess
of book value.
The Company does not believe that the sale of the shares
pursuant to the Plan,
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<PAGE>
which may from time to time sell at a discount to book value, has any
material effect on its business, financing capabilities and planned
construction projects.
39. Where should correspondence regarding the Plan be directed?
All correspondence concerning the Plan, including requests for
and submission of Authorization Forms and Enrollment Forms, should be
addressed to the Company's Investor Services, One MetroTech Center,
Brooklyn, New York 11201-3850, Telephone (718) 403-3334.
40. What has been the level of participation in the Plan?
Since November 1975, when the Plan became effective,
approximately 12,320 Common and Preferred shareholders have joined the
Plan. Participation by Registered Bondholders commenced on October 25,
1989, and approximately 63 bondholders now participate in the Plan. Plan
participants have invested approximately $108.6 million through January 1,
1995, and purchased 5,213,002 shares of Common Stock.
Since the Company by this Prospectus has begun enrollment in
the Plan for customers of the Company, there are no figures available
regarding the level of participation of such customers in the Plan.
______________________
USE OF PROCEEDS AND CONSTRUCTION PROGRAM
The Company intends to use the net proceeds from the sale of
Common Stock offered hereby for construction expenditures and other
corporate purposes.
For the 1994 fiscal year, consolidated capital expenditures
were $199.6 million of which $103.8 million were for utility construction.
Consolidated capital expenditures are estimated to be approximately $185.0
million in each of fiscal 1995 and fiscal 1996. At current market prices,
proceeds from issuance of the shares of Common Stock offered hereby would
satisfy only a small fraction of the Company's capital requirements. The
balance of capital requirements will be satisfied by internal sources,
other stock plan programs, and other issuances of equity and long-term
debt.
______________________
DESCRIPTION OF COMMON STOCK
The following statements with respect to the Common Stock are
based on certain provisions of the Company's Restated Certificate of
Incorporation, as amended.
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<PAGE>
Dividend Limitation
-------------------
After dividends on all outstanding classes of Preferred Stock have
been paid or declared and after all sinking fund requirements have been
met or funds set apart for their payment, the Common Stock is entitled to
such dividends as may be declared by the Board of Directors and the
Company may purchase or otherwise acquire Common Stock out of funds
legally available for either of such purposes.
Liquidation Rights
------------------
Upon liquidation of the Company, any net assets remaining after
payment to creditors and payment to the holders of the Preferred Stock
of the full amounts they are entitled to receive are distributable pro
rata to the holders of the Common Stock.
Voting Rights; Other
--------------------
The Common Stock entitles the holder to one vote per share. There
are no cumulative voting rights. The Company's Board of Directors is
divided into three classes, as nearly equal in number as possible, with
directors elected generally to serve for terms of three years.
If dividends on any shares of any class of Preferred Stock shall be
in arrears in an amount equivalent to four full quarterly dividends on all
shares then outstanding, the holders thereof voting as a class are
entitled to elect two directors. Such right shall terminate upon payment
or declaration of all dividends accumulated on the Preferred Stock of the
particular class. In addition, the holders of each class of Preferred
Stock are entitled to vote as a class on matters involving the sale, lease
or transfer of substantially all of the property or business of the
Company, the merger or consolidation of the Company with any other
corporation, and in certain other instances where the rights of the
holders thereof may be adversely affected.
Holders of Common Stock are not entitled to preemptive rights.
When purchased and paid for as contemplated hereby, the additional
Common Stock will be fully paid and nonassessable.
_____________________
LEGAL OPINIONS
The validity of the securities offered hereby has been passed upon
for the Company by Messrs. Cullen and Dykman, 177 Montague Street,
Brooklyn, New York 11201. The approval of the Public Service Commission of
the State of New York is necessary for the issuance and sale of equity
securities of the Company, and such approval has been obtained.
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<PAGE>
All legal matters pertaining to regulation, franchises, permits and
titles referred to in any Annual Report on Form 10-K of the Company and
incorporated by reference in this Prospectus also have been or will be
passed upon by Messrs. Cullen and Dykman. The statements made as to
matters of law and legal conclusions under the caption "Description of
Common Stock" have been reviewed by Messrs. Cullen and Dykman, counsel to
the Company, and are set forth herein in reliance upon the opinion of such
firm as counsel.
______________________
EXPERTS
The consolidated financial statements and supplemental schedules
incorporated by reference in this Prospectus and elsewhere in the
Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.
______________________
INDEMNIFICATION
Sections 721 through 726 of the Business Corporation Law of the State
of New York ("BCL") provide for indemnification of directors and officers
under certain conditions and subject to specific limitations. The law has
been liberalized to permit New York corporations, among other things, to
supplement the statutory indemnification with additional "nonstatutory"
indemnification for directors and officers meeting a specified standard of
conduct and to advance to officers and directors litigation expenses under
certain circumstances. The Company's Board
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<PAGE>
of Directors has adopted an indemnification By-Law provision in order to
afford directors and officers the additional indemnification and
litigation expense protection permitted under New York law. Article VII of
the Company's By-Laws provides for indemnification of, and advancement of
litigation expenses incurred by, directors and officers of the Company to
the fullest extent permitted by law. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that, in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
In addition, the Company's Restated Certificate of Incorporation, as
amended, provides for the elimination and limitation of personal liability
of directors for damages for any breach of duty in such capacity to the
fullest extent permitted by the BCL.
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<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
- ----------------- ----
<S> <C>
Available Information.......................................... 2
Incorporation of Certain Documents by Reference................ 2
The Company.................................................... 3
Recent Amendments to the Plan.................................. 3
Description of the Plan........................................ 4
Definition.................................................. 4
Purpose..................................................... 5
Advantages.................................................. 5
Administration.............................................. 6
Participation............................................... 6
Costs....................................................... 8
Source of Shares............................................ 8
Optional Cash Payments...................................... 8
Purchases................................................... 10
How the Plan Works.......................................... 10
Reports to Participants..................................... 13
Safekeeping of Shares Designated for Participants........... 14
Dividends................................................... 14
Certificates................................................ 14
Withdrawal and/or Sale of Plan Shares....................... 16
Other Information........................................... 17
Use of Proceeds and Construction Program....................... 21
Description of Common Stock.................................... 21
Legal Opinions................................................. 22
Experts........................................................ 22
Indemnification................................................ 23
</TABLE>
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 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.
THE BROOKLYN UNION
GAS COMPANY
---------------------------------
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
---------------------------------
897,929 SHARES
OF COMMON STOCK
($.33 1/3PAR VALUE)
---------------------------------
P R O S P E C T U S
---------------------------------
JANUARY 23, 1995
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Estimate of Costs and Expenses of the Issuance and Distribution:
---------------------------------------------------------------
<TABLE>
<S> <C>
S.E.C. Registration Fee $ 13,600
N.Y.S.E. Listing Fee 2,000
Printing Expenses 15,000
Legal Fees 50,000
Accountants' Fees 20,000
Miscellaneous 10,000
--------
$110,600
========
</TABLE>
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 721 through 725 of the Business Corporation Law of the State of
New York (the "BCL") provide, in effect, that any person made a party to
any action by reason of the fact that he, his testator or intestate, is or
was a director or officer of a corporation, or served any other
corporation of any type or kind, domestic or foreign, or any partnership,
joint venture, trust, employee benefit plan or other enterprise in any
capacity at the request of the corporation, may be indemnified by the
corporation, and in certain cases must be indemnified by the corporation,
against, in the case of a derivative action, amounts paid in settlement
and the reasonable expenses, including attorneys' fees, incurred by him in
connection with the defense or settlement of such action, or any appeal
therein and, in the case of a non-derivative action, including an action
by or in the right of any other corporation of any type or kind, domestic
or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise which the person served in any capacity at the
request of the corporation, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees, incurred by
him as a result of such action, or any appeal therein, upon court order,
or in certain cases without court order; provided, however, that such
officer or director must have acted in good faith, for a purpose which he
reasonably believed to be in, or in the case of service for any other
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise not opposed to, the best interests of the corporation
and, in addition, in criminal actions or proceedings must have had no
reasonable cause to believe that his conduct was unlawful, except that, in
the case of a derivative action, no indemnification shall be made in
respect of (1) a threatened action, or a pending action which is settled
or otherwise disposed of, or (2) any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the court in which the action was
brought, or, if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the
court deems proper.
II-1
<PAGE>
The BCL permits New York corporations, among other things, (i) to
supplement the BCL's statutory indemnification with additional "non-
statutory" indemnification for directors and officers meeting the
specified standard of conduct, and (ii) to advance litigation expenses to
directors and officers under certain circumstances.
Article VII of the By-Laws of the Company provides that the Company will
indemnify, except to the extent expressly prohibited by the BCL, any
director or officer of the Company (including heirs and legal
representatives) who is made a party to any action or proceeding by virtue
of such person's role as a director or officer of the Company, against
judgments, fines, penalties, amounts paid in settlement and reasonable
expenses, including attorneys' fees, incurred in connection with such
action or proceeding, or any appeal therein, provided that (i) no such
indemnification shall be made if it is determined that such person acted
in bad faith or with active and deliberate dishonesty or that such person
personally gained a financial profit or other advantage to which such
person was not legally entitled and (ii) no such indemnification shall be
required with respect to any settlement of any action or proceeding unless
the Company has given its prior consent to such settlement.
The By-Law further provides that the Company shall advance or promptly
reimburse any person entitled to indemnification thereunder for all
expenses, including attorneys' fees, reasonably incurred in defending any
action or proceeding in advance of the conclusion of such action or
proceeding; provided, however, such person must agree to repay such
amounts if it is ultimately determined that such person was not entitled
to indemnification.
Under the By-Law an individual who has been successful, on the merits or
otherwise, has an absolute right to indemnity. In other cases, the BCL
provides that, unless ordered by a court, "non-statutory" indemnification
payments shall be made only if authorized in a specific case upon a
finding that the director or officer has met the standard of conduct set
forth above (i) by the Board acting by a quorum of directors who are not
parties to the action or proceeding, or (ii) by the Board upon a written
opinion of independent legal counsel that indemnification is proper, or
(iii) by the shareholders.
The By-Law does not limit or affect any right of any director or officer
or other corporate personnel to indemnification or expenses under any
statute, insurance policy, or other arrangement, and authorizes the
Company to agree with directors, officers and other corporate personnel to
extend indemnification and advancement of expenses to the fullest extent
permitted by law. Directors and officers will also continue to be entitled
to the pre-existing "statutory" indemnity under the BCL.
Section 726 of the BCL empowers the Company to purchase and maintain
insurance to indemnify directors and officers whether or not they may be
indemnified by the corporation pursuant to the provisions of the BCL
referred to above, provided that no insurance may provide for any payment,
other than cost of defense, to or on behalf of any director or officer (1)
if a judgment or other final adjudication adverse to the insured director
or officer establishes that his acts of active and deliberate dishonesty
were material to the cause of action so adjudicated, or
II-2
<PAGE>
that he personally gained in fact a financial profit or other advantage to
which he was not legally entitled, or (2) in relation to any risk the
insurance of which is prohibited under the Insurance Law of the State of
New York.
The Company has purchased insurance indemnifying it in respect of
certain liabilities that may arise under the Securities Act of 1933, as
amended. Insurance has also been obtained indemnifying the directors and
officers against certain liabilities and expenses for which they are not
indemnified by the Company.
At the Annual Meeting held February 4, 1988, the shareholders approved a
proposal to amend the Certificate of Incorporation of the Company to
include a provision eliminating or limiting the personal liability of
directors of the Company for damages for any breach of duty in such
capacity to the fullest extent permitted by the BCL. The BCL permits such
a provision provided that it does not eliminate or limit the liability of
any director (1) for any act or omission prior to the adoption of such a
provision or (2) if a judgment or other final adjudication adverse to him
establishes that his acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law or that he personally
gained a financial profit or other advantage to which he was not legally
entitled or that his acts violated certain other provisions of the BCL.
Item 16. EXHIBITS
(3) Instruments defining the rights of security holders, including
indentures:
(ii) Articles of incorporation and by-laws:
By-laws of the Company, dated July 27, 1994.*
Restated Certificate of Incorporation of the Company filed
August 1, 1989, and Certificate of Amendment filed March 16,
1992, and Certificate of Amendment filed July 2, 1993;
incorporated by reference from Exhibit 4(b) to Post-Effective
Amendment No. 2 to Form S-3 Registration Statement No.
33-50249.
(5) Opinion re legality: Opinion of Messrs. Cullen and Dykman.
(8) Opinion re tax matters: Opinion of Messrs. Cullen and Dykman.
(24) Consents of experts and counsel:
II-3
<PAGE>
(a) Consent of Arthur Andersen LLP.*
(b) Consent of Messrs. Cullen and Dykman.*
- -----------
*Filed herewith.
Item 17. UNDERTAKINGS
Undertaking to File Post-Effective Amendments
(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective
amendment to this registration statement (a) To include any prospectus
required by Section 10(a) (3) of the Securities Act of 1933; (b) 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, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and (c) 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 such a post-
-------- -------
effective amendment will not be filed if the information required to
be included in a post-effective amendment by 1(a) and 1(b) above 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 this registration statement.
(2) The undersigned registrant also undertakes (a) that, for the purpose
of determining any liability under the Securities Act of 1933, each
such post-effective amendment, and each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in
this 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; and (b) 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-4
<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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
January 23, 1995.
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
Registration Statement has been signed below by the following persons in
the capacities indicated on January 23, 1995.
<TABLE>
<CAPTION>
Signature Title Signature Title
- --------- ----- --------- -----
<S> <C> <C> <C>
* President, Chief * Director
- ------------------------ Executive Officer ------------------------
(Robert B. Catell) and Director (Alan H. Fishman)
/s/ Vincent D. Enright Senior Vice President Director
- ------------------------ and Chief Financial ------------------------
(Vincent D. Enright) Officer (Edward D. Miller)
/s/ Richard M. Desmond Vice President, * Director
- ------------------------ Comptroller and ------------------------
(Richard M. Desmond) Chief Accounting (Richardson Pratt, Jr.)
Officer
* Director * Director
- ------------------------ ------------------------
(Andrea S. Christensen) (James Q. Riordan)
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
* Director
- ------------------------
(Kenneth I. Chenault)
* Director */s/ Richard M. Desmond Attorney-
- ------------------------ ------------------------ in-Fact*
(Donald H. Elliott) (Richard M. Desmond)
</TABLE>
II-6
<PAGE>
PAGE
----
INDEX TO EXHIBITS
(3) Instruments defining the rights of security holders, including
indentures:
(ii) Articles of incorporation and by-laws:*
By-laws of the Company, dated July 27, 1994.
Restated Certificate of Incorporation of the Company
filed August 1, 1989, Certificate of Amendment
filed March 16, 1992, and Certificate of Amendment
filed July 2, 1993; incorporated by reference from
Exhibit 4(b) to Post-Effective Amendment No. 2 to Form
S-3 Registration Statement No. 33-50249.
(5) Opinion re legality: Opinion of Messrs. Cullen and Dykman.
(8) Opinion re tax matters: Opinion of Messrs. Cullen and Dykman.
(15) Letter re unaudited interim financial information.
(24) Consents of experts and counsel:
(a) Consent of Arthur Andersen LLP.*
(b) Consent of Messrs. Cullen and Dykman.*
*Filed herewith.
<PAGE>
EXHIBIT 3.(II)
The Brooklyn Union
Gas Company
By-Laws
July 27, 1994
Brooklyn, New York
<PAGE>
THE BROOKLYN UNION
GAS COMPANY
INDEX
ARTICLE I.
MEETINGS OF SHAREHOLDERS......
Section 1.
Annual Meeting
Section 2.
Special Meetings
Section 3.
Notice of Meetings
Section 4.
Quorum
Section 5.
Inspectors of Election
Section 6.
Chairman and Secretary of Meetings
ARTICLE II.
BOARD OF DIRECTORS ............
Section 1.
Number of Directors
Section 2.
Elections and Vacancies
Section 3.
Quorum
Section 4.
Election of Chairman and President
ARTICLE III.
EXECUTIVE COMMITTEE ............
Section 1.
Organization and Authority
Section 2.
Reports to Board of Directors
Section 3.
Secretary
Section 4.
Fees
ARTICLE IV.
MEETINGS OF DIRECTORS ...........
Section 1.
Fees and Time and Place of Meeting
Section 2.
Special Meetings
Section 3.
Telephonic Meetings
<PAGE>
ARTICLE V.
OFFICERS AND THEIR DUTIES ......
Section 1.
Chairman
Section 2.
President
Section 3.
Vice President
Section 4.
Secretary
Section 5.
Treasurer
Section 6.
Comptroller
ARTICLE VI.
SHARES ........................
Section 1.
Certificates, Registrar and
Transfer Agent
Section 2.
Authorization of Facsimile
Signatures and Seal
ARTICLE VII.
INDEMNIFICATION OF DIRECTORS
AND OFFICERS ....................
Section 1.
General Applicability
Section 2.
Scope of Indemnification
Section 3.
Other Indemnification Provisions
Section 4.
Survival of Indemnification
Section 5.
Inability To Limit Indemnification
Section 6.
Severability
ARTICLE VIII.
AMENDMENTS TO BY-LAWS ...........
Section 1.
By Directors
Section 2.
By Shareholders
<PAGE>
THE BROOKLYN UNION
GAS COMPANY
By-Laws
July 27, 1994
Article I
Meetings of Shareholders
Section 1. The annual meeting of the shareholders of the Company shall be held
at the office of the Company or other suitable place as designated from time to
time by the Board of Directors, on the first Thursday in February of each year.
Section 2. Special meetings of shareholders of the Company may be held upon the
call of the Directors or a majority of the shareholders or otherwise as provided
by statute.
Section 3. Notice of the time and place of every meeting of shareholders shall
be mailed to each shareholder of record, and such other notice shall be given as
may be required by law. The Board of Directors may fix a date not less than ten
nor more than fifty days prior to the day of holding any meeting of shareholders
as the day as of which shareholders shall be entitled to notice of, and to vote
at, such meeting.
Section 4. Holders of a majority of the shares of the Company entitled to vote
thereat must be present in person or by proxy at each meeting of its
shareholders to constitute such meeting, less than a majority, however, having
the power to adjourn. At all meetings of shareholders, each shareholder
entitled to vote thereat shall be entitled to one vote for each share held by
him, and may vote and otherwise act either in person or by proxy.
Section 5. Inspectors of election shall be appointed by the Directors. If they
fail to make such appointments, or if their appointee, or appointees, fail to
appear at any meeting, the person presiding thereat shall appoint an inspector
or inspectors, as may be required for that meeting.
Section 6. At all meetings of shareholders, the Chairman, the President or a
Vice President, shall act as chairman of the meeting as hereinafter provided and
the Secretary or Assistant Secretary shall act as secretary of the meeting.
Article II
Board of Directors
Section 1. The affairs of this Company shall be managed by no less than eight
nor more than eleven Directors as fixed by resolution adopted by a majority of
the entire Board. At least two Directors shall be residents of the State of New
York.
<PAGE>
Section 2. The Board of Directors shall be divided into three classes
designated Class I, Class II and Class III. Such classes shall be as nearly
equal in number as the then total number of Directors constituting the entire
Board permits. At the 1981 Annual Meeting of Shareholders, or any special
meeting in lieu thereof,three Class I,three Class II and three Class III
Directors shall be elected for initial terms expiring at the next succeeding
annual meeting, the second succeeding annual meeting and the third succeeding
annual meeting, respectively, and until their respective successors are elected
and qualified. At each annual meeting of shareholders after 1981, the Directors
chosen to succeed those in the class whose terms expire shall be elected by
shareholders for terms expiring at the third succeeding annual meeting after
election, or for such lesser term as may be appropriate in the particular case
in order to assure that the number of Directors in each class shall remain
constant and until their respective successors are elected and qualified. Newly
created Directorships or any decrease in Directorships resulting from increases
or decreases in the number of Directors shall be so apportioned among the
classes of Directors as to make all the classes as nearly equal in number as
possible. Vacancies occurring in the Board for any reason except the removal of
Directors without cause may be filled by a majority of the Directors then in
office, although less than a quorum exists.
Notwithstanding the foregoing whenever the holders of any one or more classes or
series of preferred stock issued by the Company shall have the right, voting
separately by class or series, to elect Directors at an annual or special
meeting of shareholders, the election, term of office, filling of vacancies and
other features of such Directorships shall be governed by any terms of the
Certificate of Incorporation of the Company applicable thereto, and such
Directors so elected shall not be divided into classes pursuant to this Section
2 unless expressly provided by such terms.
Section 3. A majority of the Directors shall constitute a quorum of the Board.
Section 4. As soon as may be after the election of the Directors at a meeting
of the shareholders, the Board of Directors shall elect one of its number
President, and may elect one of its number Chairman. The President shall be the
Chief Executive Officer except that if a Chairman be elected, the Board may
designate either the Chairman or the President as Chief Executive Officer. The
Board may elect or appoint such other officers and agents as it may deem proper,
and may remove any officer or agent at pleasure.
Article III
Executive Committee
Section 1. There shall be an Executive Committee of five Directors to be
designated by the Board, which shall have and
<PAGE>
exercise all of the authority and powers of the Board subject to limitations
prescribed by law. Three members of the Executive Committee shall constitute a
quorum. In the event of the absence of any member or members from a meeting of
the Executive Committee replacements may be made from Directors designated as
alternate members of such Committee by the Board. The Chairman, or in his
absence or should he so direct, the President, or in his absence, a Vice
President, if such officers are members of the Committee, shall preside at
meetings of the Committee, otherwise the presiding officer shall be designated
by majority vote of the Committee.
Section 2. Such Committee shall keep a record of its proceedings and make
reports to the Board at its next regular meeting.
Section 3. The Secretary of the Company shall be Secretary of the Executive
Committee.
Section 4. Members of Committees of the Board shall receive fees as fixed from
time to time by the Board and shall be reimbursed for reasonable expenses for
attending a Committee Meeting.
Article IV
Meetings of Directors
Section 1. Meetings of the Board of Directors shall be held on such day of each
month at such hour as the Board may from time to time direct. Members of the
Board shall receive fees as fixed from time to time by the Board and shall be
reimbursed for reasonable expenses for attending a Board Meeting.
Section 2. Special meetings of the Board may be held on the call of the
Chairman, the President or Secretary or upon the written request of two
Directors addressed to the Secretary.
Section 3. Any one or more members of the Board or any Committee of the Board
may participate in a meeting of the Board or Committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time; and participation by such
means shall constitute presence in person at a meeting.
Article V
Officers and their Duties
Chairman
Section 1. The Chairman shall preside at all meetings of the shareholders and
the Board of Directors and, when designated the Chief Executive Officer, shall
have general and active management of the business of the Company and shall see
that all orders and
<PAGE>
policies of the Board of Directors are carried into effect.
Salaries of all officers of the Company shall be fixed by the Board from time to
time; and salaries of all other employees of the Company shall be regulated by
the Chairman when he shall have been designated Chief Executive Officer.
President
Section 2. In the absence of a Chairman or should the Chairman so direct, the
President shall preside at all meetings of the shareholders and of the Board of
Directors. In the case
of the Chairman having been designated as Chief Executive Officer the President
shall, subject to the direction of the Chairman, exercise a general control and
supervision over all the affairs of the Company and generally do and perform
those duties as usually appertain to the office of President, or which may be
assigned to him by the Board of Directors.
Should there be no Chairman or should the President be designated Chief
Executive Officer of the Company, the President shall have general and active
management of the business of the Company and shall see that all orders and
policies of the Board of Directors are carried into effect; and the salaries of
all employees of the Company, other than officers, shall be regulated by him.
If the office of the Chairman be vacate, due to the incumbent's death,
retirement, or inability to act, or should the Directors elect to leave such
office vacant, the President shall be the Chief Executive Officer and shall
assume all the duties as outlined in Section 1 of this Article, until directed
otherwise by the Board of Directors.
Vice President
Section 3. The Vice Presidents, respectively, shall do and perform all such
duties as shall be assigned to them by the Chairman or President or required of
them by the Board of Directors. A Vice President, if designated by the Board of
Directors as a member of the Executive Committee, shall perform the duties of
President in case of the President's absence or inability to act or in case of a
vacancy in that office.
An Assistant Vice President in the absence or disability of a Vice President may
at the discretion of the Chairman or the President perform the duties of a Vice
President and shall perform such other duties as may be assigned to him.
<PAGE>
Secretary
Section 4. It shall be the duty of the Secretary to keep and attest true
records of the proceedings of all meetings of the Board and Executive Committee,
to notify members of the Board and Executive Committee of all meetings and
safely keep and account for all documents, papers and property of the Company
which may come into his possession.
He shall be the custodian of the Corporate Seal of the Company and shall affix
and attest the same whenever it is necessary and proper so to do, and shall
perform such other duties as may be assigned to him by the Board.
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.
Treasurer
Section 5. The Treasurer shall have the custody of all money, funds, securities
and valuable papers of the Company. He shall furnish such security for the
faithful performance of his duties as may be required by the Board of Directors.
He shall receive all money due to the Company and deposit the same in its
corporate name in such Banks or Trust Companies as the Board of Directors shall
determine. He shall sign all checks, drafts or orders for the payment of money;
and perform such other duties as may be required of him by the Board of
Directors.
An Assistant Treasurer shall, in the absence or disability of the Treasurer,
perform his duties and such other duties as may be assigned to him.
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.
The Treasurer shall, when directed by the Board of Directors, open special
accounts in the Company's depositories; all checks, drafts or orders for the
payment of money out of such special accounts shall be signed in such manner and
by such officers or employees of the Company as the Board of Directors shall
designate; such checks, drafts or orders for the payment of money shall also be
signed, if, as and when so directed by resolution of the Board of Directors, by
such persons and in such manner as the Board of Directors shall determine.
Comptroller
Section 6. The Comptroller shall have charge of accounting and related records.
<PAGE>
He shall sign all checks, drafts or orders for the payment of money; such
checks, drafts and orders to be also signed by the Treasurer, and perform such
other duties as may be required of him by the Board of Directors.
An Assistant Comptroller shall, in the absence or disability of the Comptroller,
perform his duties and such other duties as may be assigned to him.
In the absence or disability of the Comptroller and Assistant Comptrollers, the
Chairman, the President or a Vice President, shall sign all checks, drafts or
orders for the payment of money; such checks, drafts and orders to be also
signed by any other authorized officer.
Article VI
Shares
Section 1. The Shares of the Company shall be represented by certificates
signed by the Chairman, the President or a Vice President and Secretary or
Assistant Secretary and sealed with the Corporate Seal of the Company and
registered by such Bank or Trust Company as may be designated by the Board. The
Shares of the Company shall be transferable or assignable only on the books of
the Company in person or by attorney, upon the surrender of the certificate
therefor. The Transfer Agent of the Company shall be such Bank or Trust Company
as may be designated by the Board.
Section 2. The Board of Directors may authorize the signatures of the Chairman,
the President, a Vice President, Secretary or an Assistant Secretary, and the
Corporate Seal of the Company, to be facsimiled, engraved or printed.
Article VII
Indemnification of Directors and Officers
Section 1. Except to the extent expressly prohibited by the New York Business
Corporation Law, the Company shall indemnify each person made, or threatened to
be made, a party to any action or proceeding, whether criminal or civil, by
reason of the fact that such person or such person's testator or intestate is or
was a Director of Officer of the Company, against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses, including attorneys' fees
and expenses, reasonably incurred in enforcing such person's right to
indemnification, incurred in connection with such action or proceeding, or any
appeal therein, provided that no such indemnification shall be made if a
judgment or other final adjudication adverse to such person establishes that
such person's 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 such person
<PAGE>
personally gained in fact a financial profit or other advantage to which such
person was not legally entitled, and provided further that no such
indemnification shall be required with respect to any settlement or other
nonadjudicated disposition of any threatened or pending action or proceeding
unless the Company has given its prior consent to such settlement or other
disposition.
Section 2. The Company shall advance or promptly reimburse upon request any
person entitled to indemnification hereunder for all reasonable expenses,
including attorneys' fees and expenses, reasonably incurred in defending any
action or proceeding in advance of the final disposition thereof upon receipt of
an undertaking by or on behalf of such person to repay such amount if such
person is ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so advanced or reimbursed
exceed the amount to which such person is entitled; provided, however, that such
person shall cooperate in good faith with any request by the Company that common
counsel be used by the parties to an action or proceeding who are similarly
situated unless to do so would be inappropriate due to actual or potential
differing interests between or among such parties.
Section 3. Nothing herein shall limit or affect any right of any Director,
Officer or other corporate personnel otherwise than hereunder to indemnification
or expenses, including attorney's fees, under any statue, rule, regulation,
certificate of incorporation, by-law, insurance policy, contract or otherwise;
without affecting or limiting the rights of any Director, Officer or other
corporate personnel pursuant to this Article VII, the Company is authorized to
enter into agreements with any of its Directors, Officers or other corporate
personnel extending rights to indemnification and advancement of expenses to the
fullest extent permitted by applicable law.
Unless limited by resolution of the Board of Directors or otherwise, the Company
shall advance the payment of expenses to the fullest extent permitted by
applicable law to, and shall indemnify, any Director, Officer or other corporate
person who is or was serving at the request of the Company, as a director,
officer, partner, trustee, employee or agent of another corporation, whether for
profit or not-for-profit, or a partnership, joint venture, trust or other
enterprise, whether or not such other enterprise shall be obligated to indemnify
such person.
Section 4. Anything in these By-laws to the contrary not withstanding, no
elimination or amendment of this Article VII adversely affecting the right of
any person to indemnification or advancement of expenses hereunder shall be
effective until the
<PAGE>
60th day following notice to such person of such action, and no elimination of
or amendment to this Article VII shall deprive any such person's rights
hereunder arising out of alleged or actual occurrences, acts or failures to act
prior to such 60th day.
Section 5. The Company shall not, except by elimination or amendment of this
Article VII in a manner consistent with the preceding Section 4, take any
corporate action or enter into any agreement which prohibits, or otherwise
limits the rights of any person to, indemnification in accordance with the
provisions of this Article VII. The indemnification of any person provided by
this Article VII shall continue after such person has ceased to be a Director or
Officer of the Company and shall inure to the benefit of such person's heirs,
executors, administrators and legal representatives.
Section 6. In case any provision in this Article VII shall be determined at any
time to be unenforceable in any respect, the other provisions of this Article
VII shall not in any way be affected or impaired thereby, and the affected
provision shall be given the fullest possible enforcement in the circumstances,
it being the intention of the Company to afford indemnification and advancement
of expenses to its Directors or Officers, acting in such capacities or in the
other capacities mentioned herein, to the fullest extent permitted by law.
Article VIII
Amendments to By-Laws
Section 1. By-laws may be amended, repealed or adopted by the Board of
Directors of the Company at any meeting of the Board if notice of such proposed
action shall have been given with the notice of meeting, or if all the Directors
shall be present.
Section 2. By-laws may be amended, repealed or adopted by the holders of the
shares at the time entitled to vote in the election of any Directors; and any
By-law adopted by the Board of Directors may be amended or repealed by the
shareholders entitled to vote thereon as herein provided.
<PAGE>
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 report dated October 26, 1994 included and incorporated by reference in
the Company's Form 10-K for the year ended September 30, 1994 and to all
references to our firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
January 23, 1995
<PAGE>
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
Registration Statement of The Brooklyn Union Gas Company Dividend
Reinvestment and Stock Purchase 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 of the
Act.
CULLEN AND DYKMAN
Brooklyn, New York
January 23, 1995
