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As filed with the Securities and Exchange Commission on June
19, 1996
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
The Brooklyn Union Gas Company
(Exact Name of Registrant as Specified in its Charter)
New York
(State or Other Jurisdiction of Incorporation or
Organization)
11-0584613
(I.R.S. Employer Identification No.)
One MetroTech Center, Brooklyn, New York 11201-3850
(Address of Principal Executive Offices) (Zip Code)
The Brooklyn Union Gas Company Long-Term Performance
Incentive Compensation Plan
(Full Title of Plan)
Robert R. Wieczorek, Vice President, Secretary & Treasurer
One MetroTech Center
Brooklyn, New York 11201-3851
(Name and Address of Agent For Service)
(718) 403-2000
(Telephone Number, Including Area Code, of Agent For
Service.)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Common Stock, par value $.33 1/3 per share
Amount to be Registered
1,500,000
Proposed Offering Price Per Share (1)
$26.875
Proposed Aggregate Offering Price(1)
$40,312,500.00
Amount of Registration Fee
$13,900.86
(1) Estimated pursuant to Rule 457(h)(1), and is being
utilized solely for the purpose of calculating the
registration fee, based on the average of the high and
low prices of The Brooklyn Union Gas Company Common
Stock, par value $. 33 1/3 per share, on the New York
Stock Exchange Composite Tape on June 13, 1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
All information required by Part I to be contained
in the Section 10(a) prospectus is omitted from this
Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"),
and the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual
Information
All information required by Part I to be contained
in the Section 10(a) prospectus is omitted from this
Registration Statement in accordance with Rule 428 under the
Securities Act and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed on (a) through (c) below are
incorporated herein by reference.
(a) Annual Report of The Brooklyn Union Gas
Company (the "Company" or the "Registrant") on Form 10-K for
the year ended September 30, 1995, filed pursuant to
Section 13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(b) The Registrant's Quarterly Reports on
Form 10-Q for each of the quarterly periods ended
December 31, 1995 and March 31, 1996, filed pursuant to
Section 13 of the Exchange Act.
(c) The Registrant's Proxy Statement for the
Annual Meeting of Shareholders held on February 1, 1996,
filed pursuant to Section 14 of the Exchange Act.
In addition, all documents subsequently filed by
the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part thereof from the
date of filing of such documents.
Item 4. Description of Securities.
The following statements with respect to the
Company's Common Stock, par value $.33 1/3 per share (the
"Common Stock"), are based on certain provisions of the
Company's Restated Certificate of Incorporation, as amended,
and the Company's By-Laws currently in effect.
The Company is authorized to issue seventy million
(70,000,000) shares of Common Stock, and two classes of
preferred stock ("Preferred Stock") as follows: nine hundred
thousand (900,000) shares of Cumulative Preferred Stock,
$100 par value per share, and two million (2,000,000) shares
of Cumulative Preferred Stock, $25 par value per share. The
Preferred Stock may be issued from time to time in series as
the Board of Directors of the Company may determine, and the
respective
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series dividend rates, redemption terms, amounts payable on
certain liquidations and other terms not inconsistent with
the Restated Certificate of Incorporation are fixed by the
Board of Directors with respect to any such series prior to
its issuance.
When purchased and paid for as contemplated
hereby, the Common Stock offered hereby will be fully paid
and non-assessable by the Company, and will be listed on the
New York Stock Exchange.
Holders of Common Stock are not entitled to
preemptive rights.
Dividends
After dividends on all outstanding classes of
Preferred Stock have been paid or declared and all sinking
fund requirements on the Preferred Stock 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 to which
they are entitled to receive are distributable pro rata to
the holders of the Common Stock.
Voting Rights
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 are 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.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Sections 721 through 726 of the Business
Corporation Law of the State of New York (the "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 "non-statutory" 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 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 the BCL. 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 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 and is therefore unenforceable.
In addition, Article VIII of 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.
The Company has also obtained insurance providing
for indemnification of directors and officers against
certain liabilities and expenses.
Item 7. Exemption from Registration Claim.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this
Registration Statement:
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Item 601
Regulation
S-K Exhibit
Reference
Number Description
4.1 The Brooklyn Union Gas Company Long-Term
Performance Incentive Compensation Plan,
incorporated by reference from
Appendix A to the Registrant's Proxy
Statement dated December 28, 1995, for
the meeting of shareholders held on
February 1, 1996.
4.2 Restated Certificate of Incorporation of
the Registrant filed August 1, 1989, and
Certificates of Amendment filed March
16, 1992 and July 2, 1993, incorporated
by reference from Exhibit 4(a) to the
Registrant's Registration Statement on
Form S-3 No. 33-50249.
4.3 By-Laws of the Registrant, dated
June 28, 1995, incorporated by reference
from the Registrant's Current Report on
Form 8-K dated September 5, 1995.
5 Opinion of Sullivan & Cromwell as to the
validity of the Common Stock being
registered.*
15 Letter re unaudited interim financial
information.*
23.1 Consent of Sullivan & Cromwell
(contained in Exhibit (5) hereto).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on Signature
Page of this Registration Statement).
______________________________________
* Filed herewith.
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Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this
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 this Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
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(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provision, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of
New York, on this 19 day of June, 1996.
THE BROOKLYN UNION GAS COMPANY
By: /s/ Robert B. Catell
Robert B. Catell
Chairman, Chief Executive
Officer and Director
POWER OF ATTORNEY
Each of the undersigned does hereby appoint Robert
B. Catell, Vincent D. Enright and Richard M. Desmond, and
each of them severally, his true and lawful attorneys to
execute on behalf of the undersigned any and all amendments
to this Registration Statement and to file the same, with
all exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission; each
of such attorneys shall have the power to act hereunder with
or without the others.
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement has been
signed by the following persons in the indicated capacities
on June 19, 1996.
Signature Title
/s/ Robert B. Catell
(Robert B. Catell) Chairman, Chief Executive Officer
and Director
/s/ Vincent D. Enright
(Vincent D. Enright) Senior Vice President
and Chief Financial Officer
/s/ Richard M. Desmond
(Richard M. Desmond) Vice President,
Comptroller and Chief Accounting
Officer
/s/ Kenneth I. Chenault
(Kenneth I. Chenault) Director
/s/ Andrea S. Christensen
(Andrea S. Christensen) Director
/s/ Donald H. Elliott
(Donald H. Elliott) Director
/s/ Alan Fishman
(Alan H. Fishman) Director
/s/ James L. Larocca
(James L. Larocca) Director
/s/ Edward D. Miller
(Edward D. Miller) Director
/s/ James Q. Riordan
(James Q. Riordan) Director
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
4.1 The Brooklyn Union Gas Company Long-Term
Performance Incentive Compensation Plan,
incorporated by reference from Appendix A
to the Registrant's Proxy Statement dated
December 28, 1995, for the meeting of
shareholders held on February 1, 1996......
4.2 Restated Certificate of Incorporation of
the Registrant filed August 1, 1989, and
Certificates of Amendment filed March 16,
1992 and July 2, 1993, incorporated by
reference from Exhibit 4(a) to the
Registrant's Registration Statement on
Form S-3 No. 33-50249......................
4.3 By-Laws of the Registrant, dated June 28,
1995, incorporated by reference from the
Registrant's Current Report on Form 8-K
dated September 5, 1995.....................
5 Opinion of Sullivan & Cromwell as to the
validity of the Common Stock being
registered*.................................
15 Letter re unaudited interim financial
information*...............................
23.1 Consent of Sullivan & Cromwell (contained
in Exhibit (5) hereto).....................
23.2 Consent of Arthur Andersen LLP..............
24 Power of Attorney (included on Signature
Page of this Registration
Statement).................................
___________________________________
* Filed herewith.
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Exhibit 5
June 19, 1996
The Brooklyn Union Gas Company,
One MetroTech Center,
Brooklyn, New York 11201-3850.
Dear Sirs:
In connection with the registration under the
Securities Act of 1933 (the "Act") of 1,500,000 shares (the
"Securities") of Common Stock, par value $.33 1/3 per share,
of The Brooklyn Union Gas Company (the "Company"), a New
York corporation, to be offered to employees under the
Company's Long-Term Performance Incentive Compensation Plan
(the "Plan"), we, as your special counsel, have examined
such corporate records, certificates and other documents,
and such questions of law, as we have considered necessary
or appropriate for the purposes of this opinion. Upon the
basis of such examination, we advise you that, in our
opinion, when the Registration Statement on Form S-8
relating to the Securities (the "Registration Statement")
has become effective under the Act and the Securities have
been duly issued and sold pursuant to the terms and
conditions of the Plan, the Securities will be validly
issued, fully paid and nonassessable by the Company.
The foregoing opinion is limited to the Federal
laws of the United States and the laws of the State of New
York, and we are expressing no opinion as to the effect of
the laws of any other jurisdiction.
Also, we have relied as to certain matters on
information obtained from public officials, officers of the
Company and other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category
of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/Sullivan & Cromwell
SULLIVAN & CROMWELL
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EXHIBIT 15
June 19, 1996
The Brooklyn Union Gas Company
One MetroTech Center
Brooklyn, New York 11201
Gentlemen:
We are aware that The Brooklyn Union Gas Company has incorporated
by reference in its Registration Statement on Form S-8 dated June
19, 1996, its Forms 10-Q for the quarter ended December 31, 1995
and the quarter ended March 31, 1996, which includes our reports
dated January 24, 1996 and April 24, 1996, respectively, covering
the unaudited interim consolidated financial information contained
therein. Pursuant to Regulation C of the Securities Act of 1933,
those reports are not considered a part of the Registration
Statement prepared or certified by our firm or reports prepared or
certified by our firm within the meaning of Sections 7 and 11 of
the Act.
Very truly yours,
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts, we hereby consent to the
incorporation by reference in this Registration Statement of our
report dated October 23, 1995, included in the Company's Form 10-K
for the year ended September 30, 1995 and to all references to our
firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
June 19, 1996
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