<PAGE>
As filed with the Securities and Exchange Commission on May 10,
1996
Registration No._____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
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. ____
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Common Stock ($.33 1/3 par value)
Amount to be Registered
1,000,000 Shares
Proposed Maximum
Offering Price
Per Share*
$25.0625
Proposed Maximum Aggregate Offering Price*
$25,062,500.00
Amount of
Registration Fee
$8,642.24
*Estimated solely for the purpose of calculating the Registration
Fee pursuant to Rule 457, based on the average high and low prices
for shares of the Company's Common Stock on the New York Stock
Exchange - Composite Transactions Tape on May 6, 1996.
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P R O S P E C T U S
T H E B R O O K L Y N U N I O N G A S C O M P A N Y
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1,343,203 SHARES OF COMMON STOCK
($.33 1/3 Par Value)
__________________________________
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
The Brooklyn Union Gas Company (the "Company") provides holders of
shares of its Common Stock, and individuals who are customers of
the Company, with a simple and convenient method of purchasing
shares of Common Stock. Any holder of record of shares of Common
Stock 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 May 10, 1996. See "Recent Amendments to the
Plan."
Participants in the Plan may (subject to certain limitations
described herein) obtain additional shares of Common Stock or
receive dividends in cash, or do both by:
- -reinvesting cash dividends on all their shares automatically, or
- -receiving cash dividends, by check or electronically, on part of
their shares while automatically reinvesting cash dividends on
their remaining shares, or
- -receiving cash dividends, by check or electronically, on all their
shares, or
- -making voluntary cash payments of not less than $25 each up to a
maximum of $100,000 per calendar year, or
- -reinvesting cash dividends on all or a part of their shares
automatically and making such voluntary 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 Initial
Investment Form together with a check or money order in an amount
not less than $250 nor more than $100,000 made payable to "First
Chicago - Brooklyn Union."
Shares of the Company's Common Stock purchased with reinvested
dividends, voluntary cash payments and initial cash investments
will be purchased at 100% of the average price (as determined
below).
This Prospectus relates to the 1,000,000 shares of Common Stock of
the Company registered for purchase under the Plan pursuant to the
Registration Statement of which this Prospectus is a part and
343,203 shares of Common Stock previously registered. It is
suggested that this Prospectus be retained for future reference.
The Common Stock offered hereby is, or 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.
__________________________________
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 May 10, 1996.
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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 Citicorp 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.
_____________________
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,
1995.
(b)Proxy Statement dated December 28, 1995, for the Annual Meeting
of Shareholders held on February 1, 1996.
(c)Quarterly Report on Form 10-Q for the quarter ended December 31,
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.
<PAGE>
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 distributes natural gas at retail, primarily in a territory
of approximately 187 square miles, which includes the Boroughs of
Brooklyn and Staten Island and two-thirds of the Borough of Queens,
all in New York City. The population of the territory served is
approximately 4,000,000. As of September 30, 1995, the Company had
approximately 1,125,000 active meters, of which approximately
1,086,000 were residential. The Company is subject to the
regulatory jurisdiction of the New York State Public Service
Commission ("PSC"). The Company's executive offices are located
at One MetroTech Center, Brooklyn, New York 11201-3850. Its
telephone number is (718) 403-2000. Financial and other
information is also available through the World Wide Web at
http://www.bug.com.
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 of variations in
revenues 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.
For the fiscal year ended September 30, 1995, utility firm gas
sales were accounted for as follows: 75% residential, 12%
commercial, 8% governmental and 5% industrial. Other utility gas
sales and transportation deliveries to off-system and interruptible
customers amounted to 49,910 MDTH. In addition, utility capacity
release transactions amounted to approximately 32,170 MDTH.
RECENT AMENDMENTS TO THE PLAN
The Company has amended the Plan, effective as of May 10, 1996, as
follows:
(1)to provide that the Plan shall be administered by First Chicago
Trust Company of New York;
(2)to provide participants with access to several enhanced services
offered by First Chicago, in particular
automatic monthly deductions,
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stock certificate mailing insurance provided by First Chicago under
certain circumstances,
option to receive cash dividends on Plan shares, and
processing transactions by telephone, including the sale of shares
(on a daily basis);
(3)to permit First Chicago, as Plan Administrator, to purchase
shares of Common Stock on the open market in addition to
authorized but unissued shares and Treasury Shares to satisfy
obligations under the Plan;
(4)to provide that purchases by the Plan Administrator will occur
weekly; and
(5)to provide that, from the date of this Prospectus, only holders
of shares of Common Stock and individual customers of the Company
may participate in the Plan.
Other than the foregoing, there have been no other material
amendments to the Plan since the date of the Prospectus dated
January 23, 1995.
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
The following is a question and answer format 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 Stock can
reinvest all, less than all or none of their cash dividends and
invest any voluntary cash payments in 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 shareholders may
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have their cash dividends reinvested in shares of Common Stock and
how they, as well as individuals who are 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 Stock of the Company, 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), and a
method for investing (subject to certain limitations described in
Questions 1, 3, 8, 17 and 19) all, less than all or none of their
dividends and voluntary cash payments in shares of the Company's
Common Stock. The Company will use any 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 shareholders 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 on all their shares automatically
reinvested, or (b) receive cash dividends, by check or
electronically, on part of their shares and automatically reinvest
cash dividends on their remaining shares, or (c) receive cash
dividends, by check or electronically, on all their shares, or (d)
invest by making voluntary 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 (e) invest all or less than all their cash
dividends and any such voluntary cash payments (see Questions 14
through 20). 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 record keeping 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.
ADMINISTRATION
4.Who administers the Plan for participants?
First Chicago Trust Company of New York ("First Chicago"), as Plan
Administrator (the "Plan Administrator"), administers the Plan for
participants, maintains records, sends statements of participants'
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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 Plan Administrator,
as an independent agent on behalf of the Plan, is responsible for
holding funds received from participants in a segregated escrow
account for their benefit, and then effecting purchases of shares
pursuant to the terms of the Plan. Should it ever become necessary
or desirable to replace First Chicago as Plan Administrator, a
successor(s) would be appointed.
PARTICIPATION
5.Who is eligible to participate?
All holders of record of shares of Common Stock are eligible to
participate in the Plan. In order to be eligible to participate,
beneficial owners of shares of Common Stock of the Company whose
shares are registered in names other than their own (e.g., in the
name of a broker or bank nominee) must become shareholders of
record by having at least one (1) share 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 participate?
To participate, current shareholders must complete and sign the
Enrollment Authorization Form accompanying this Prospectus and
return it to First Chicago. A return envelope is provided for this
purpose.
7.When may a current shareholder join the Plan?
Eligible current shareholders may join the Plan at any time. For
full and/or partial dividend reinvestment, if the Enrollment
Authorization Form is received by First Chicago on or before the
record date for the payment of the next dividend (approximately 25
to 30 days in advance of the payment date), such dividend as
designated will be invested in shares of Common Stock for the
applicant's Plan account. If the Enrollment Authorization Form is
received after a dividend record date, that dividend will be paid
in cash and the shareholder's initial dividend reinvestment will be
delayed until the following dividend payment date.
8.What does the Enrollment Authorization Form provide?
The Enrollment Authorization Form directs First Chicago to reinvest
all, less than all or none of the participant's quarterly cash
dividends on the shares 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
Administrator as agent for the participant and directs the Plan
<PAGE>
Administrator to apply such dividends, and any voluntary cash
payments the shareholder might make as a participant that have been
transmitted to the Plan Administrator, to the purchase of shares of
the Company's Common Stock in accordance with the terms and
conditions of the Plan.
If the "Full Dividend Reinvestment" box on the Enrollment
Authorization Form is checked, the form directs First Chicago to
reinvest all of the participant's quarterly cash dividends on all
shares registered in the participant's own name and on shares held
for the participant in the Plan.
If the "Partial Dividend Reinvestment" box on the Enrollment
Authorization Form is checked, the form directs First Chicago to
pay cash dividends, by check or electronically, to the participant
on the number of whole shares designated by the participant on such
form (comprised of both shares registered in the participant's own
name and whole shares held for the participant in the Plan) and to
reinvest cash dividends on any remaining shares.
If the "Voluntary Cash Payments Only" box on the Enrollment
Authorization Form is checked, First Chicago will continue to pay
cash dividends, by check or electronically, to the participant on
all shares registered in the participant's own name and on all
shares held for the participant in the Plan, but First Chicago will
apply any voluntary cash payments received to the purchase of
shares of Common Stock under the Plan.
9.Are non-shareholder customers of the Company 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 corporation or other business
entity is 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 Initial
Investment Form from First Chicago (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 Initial Investment Form to
First Chicago, together with a check in an amount not less than
$250 nor more than $100,000, made payable to "First Chicago -
Brooklyn Union."
11.What does the Initial Investment Form provide?
The Initial Investment Form requires an individual non-shareholder
customer to certify that he or she is a bona fide New York State
<PAGE>
resident and either is 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 Initial Investment 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 Administrator to purchase whole and fractional shares of the
Company's Common Stock. All cash dividends on shares credited to
a Plan account will be reinvested to purchase shares of Common
Stock, or paid in cash to the participant, or both, as designated
by the participant on his or her Initial Investment Form or
Enrollment Authorization Form, as the case may be. At any time, a
participant may request the issuance of a certificate registered in
the participant's name for any whole shares credited to the
participant's Plan account. (See Question 24).
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 Questions 15 and 19 relating to voluntary
cash payments to determine when the Initial Investment Form, and an
accompanying check or money order, must be received by First
Chicago 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, most costs relating to administration of the Plan are
paid by the Company. Participants reinvesting dividends or making
voluntary cash payments and non-shareholder customers making
initial cash investments will pay their proportionate share of
brokerage commissions on any shares of Common Stock that First
Chicago may purchase in the open market. If a participant requests
that the Plan Administrator arrange for the sale of some or all of
such participant's shares of Common Stock held in the Plan, any
related brokerage commissions, any service fee, and any other costs
of sale 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 24 and 26.
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, at the
Company's discretion, be purchased either (i) directly from the
Company, in which event such shares will be either (a) authorized
but unissued shares or (b) Treasury Shares, or (ii) on the open
market, or (iii)
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both (i) and (ii).
TIMING, PRICE AND NUMBER OF SHARES PURCHASED
15.When will shares be purchased under the Plan?
Purchases from the Company of authorized but unissued shares of
Common Stock or Treasury Shares will be made on the relevant
Investment Date (as defined in the next paragraph). Purchases on
the open market may begin no earlier than five (5) business days
prior to the Investment Date and will be completed no later than 30
days from such date except where completion at a later date is
necessary or advisable under any applicable Federal securities
laws. Such purchases may be made on any securities exchange where
shares of the Company's Common Stock are traded, in the over-the-
counter market, or by negotiated transactions and may be subject to
such terms with respect to price, delivery, and other matters as to
which First Chicago may agree. Neither the Company nor any
participant shall have any authority or power to direct the time or
price at which shares may be purchased, or the selection of the
broker or dealer through or from whom purchases are to be made.
The Investment Date for voluntary cash payments (as well as initial
cash investments from non-shareholders who are customers of the
Company) is the Thursday of each week. The Investment Date for
dividends is the Common Stock dividend payment date. If, however,
an Investment Date falls on a date when the New York Stock Exchange
is closed, the first day immediately following such date on which
the New York Stock Exchange is open will be the Investment Date.
16.What will be the price of Common Stock purchased under the Plan?
The price of shares of Common Stock purchased under the Plan with
reinvested dividends, voluntary cash payments and initial cash
investments will be 100% of the average price. In the case of
purchases from the Company of authorized but unissued shares, or
Treasury Shares, the average price is determined by averaging the
high and low sales prices of the Common Stock as reported on the
New York Stock Exchange-Composite Transactions Tape on the relevant
Investment Date. If no trading in Common Stock occurs on the New
York Stock Exchange on the relevant Investment Date, the purchase
price per share will be determined by the Company on the basis of
such market quotations as it deems appropriate.
In the case of purchases of Common Stock on the open market, the
average price of shares of Common Stock purchased under the Plan
will be the weighted average purchase price (including brokerage
commissions and any other costs of purchase) of shares purchased
for the relevant Investment Date.
17.How many shares of Common Stock will be purchased for
participants?
<PAGE>
The number of shares of Common Stock to be purchased depends on the
amount of the participant's dividend which is designated for
reinvestment, voluntary cash payments, or both, or initial cash
investments, and the price of the Common Stock (see Question 16).
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 VOLUNTARY
CASH PAYMENTS NOR DOES IT ALLOW NON-SHAREHOLDERS TO SPECIFY THE
NUMBER OF SHARES TO BE PURCHASED WITH THEIR INITIAL CASH
INVESTMENTS.
VOLUNTARY CASH PAYMENTS
18.How do the cash payment options operate?
Voluntary cash payments (i.e., payments of cash for investment in
Common Stock other than initial cash investments of non-shareholder
customers) can be made at any time by check or money order, or on
a regular basis by automatic monthly deductions from a
participant's checking or savings account (see Question 20).
First Chicago will apply any voluntary cash payment received from
a participant before an Investment Date to the purchase of Common
Stock for the account of the participant on such Investment Date if
such Common Stock is purchased from the Company, and as soon as
practical (as explained in Question 15 above) after such Investment
Date if such Common Stock is purchased on the open market.
19.How are voluntary cash payments made by check or money order?
A current Plan participant may make voluntary cash payments of not
less than $25 nor more than $100,000 per calendar year, including
an initial cash investment (if any), for the purchase of shares of
Common Stock. There is neither an obligation to make voluntary
cash payments at any time, nor must the participant invest the same
amount each time. However, if a voluntary cash payment is made,
the minimum amount which will be accepted is $25.
A voluntary cash payment of less than $25, or any excess over
$100,000, including an initial cash investment (if any), made
during any calendar year, will be returned to the participant at
the Company's and First Chicago's discretion.
An initial voluntary cash payment may be made by a current
shareholder when enrolling by enclosing a check or money order with
the Enrollment Authorization Form. Thereafter, voluntary cash
payments may be made through the use of cash payment forms and
<PAGE>
return envelopes sent to participants with their statements.
Checks or money orders for voluntary cash payments must be made
payable to "First Chicago - Brooklyn Union ." Voluntary cash
payments (and non-shareholder customer initial cash investments)
should be mailed to reach First Chicago prior to an Investment
Date. No interest will be paid by First Chicago on such funds.
Any voluntary cash payment will be refunded if a written request
for such refund is received by First Chicago more than two business
days before the Investment Date.
20.How may a participant make voluntary cash payments using
automatic monthly investments?
A participant may make automatic monthly investments of a specified
amount (not less than $25 per transaction or more than $100,000 per
calendar year) through an Automated Clearing House withdrawal from
a predesignated account. To initiate automatic monthly deductions,
a participant must complete and sign an Automatic Monthly Deduction
Authorization Form ("Monthly Deduction Form") and return it to
First Chicago together with a voided blank check or a savings
account deposit slip for the account from which funds are to be
drawn. Monthly Deduction Forms will be processed and will become
effective as promptly as practicable. Once automatic monthly
deductions are initiated, funds will be drawn from the
participant's account three business days preceding the last
Investment Date (i.e., usually the last Thursday) of each month.
A participant may change or terminate automatic monthly deductions
by completing and submitting to First Chicago a new Monthly
Deduction Form. When a participant transfers shares or otherwise
establishes a new account, a Monthly Deduction Form must be
completed for such new account. If a participant closes a bank
account or changes a bank account number, a new Monthly Deduction
Form must be completed. To be effective with respect to a
particular Investment Date, however, the new Monthly Deduction Form
must be received by First Chicago at least six business days
preceding the Investment Date.
REPORTS TO PARTICIPANTS
21.How will the participating shareholder be advised of the
purchase of Common Stock?
Each participant in the Plan will receive a statement of such
participant's account following each purchase of Common Stock under
the Plan, which shall show (i) the amount of the dividend and/or
the amount of any voluntary cash payment, or initial cash
investment, made (ii) the purchase price per share, (iii) the
number of shares of Common Stock purchased, (iv) the date of
purchase, and (v) the total shares credited to the participant's
account under the Plan. THESE
<PAGE>
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 and shares sold.
SAFEKEEPING OF SHARES
22. How may stock certificates be deposited with Plan shares?
For safekeeping purposes, a participant may deposit with
First Chicago any Common Stock certificates now or hereafter
registered in the participant's name for credit under the Plan.
Thereafter, such shares will be treated in the same manner as
shares purchased through the Plan. There is no charge for this
custodial service and, by making the deposit of the certificates,
a participant is relieved of the responsibility for loss, theft or
destruction of the certificates.
A participant wishing to deposit Common Stock
certificates should mail the certificates together with a request
to First Chicago. The certificates should not be endorsed.
First Chicago provides insurance coverage on certificates
mailed by shareholders to First Chicago for safekeeping in Plan
accounts in certain instances as described below. To be eligible
for certificate mailing insurance, certificates must be mailed in
brown, pre-addressed return envelopes supplied by First Chicago.
Certificates mailed in this manner are insured for up to $25,000
current market value provided they are mailed first class. First
Chicago will promptly send the participant a statement confirming
each deposit of certificates. First Chicago must be notified of
any claim within thirty (30) calendar days of the date the
certificates were mailed. To submit a claim, a shareholder must be
a current participant or the shareholder's loss must be incurred in
connection with becoming a participant. In the latter case, the
claimant must enroll in the Plan at the time the insurance claim is
processed. The maximum insurance protection provided is $25,000
current market value and coverage is available only when the
certificate(s) are sent to First Chicago in accordance with the
guidelines described above.
Insurance covers the replacement of shares of stock, but
in no way protects against any loss resulting from fluctuations in
the value of such shares from the time the shareholder mails the
certificate(s) until such time as replacement can be effected.
If a participant does not use the brown pre-addressed
envelope provided by First Chicago, certificates should be mailed
to the address listed in Question 39 below via registered mail
return receipt requested and insured for possible mail loss for 2%
of the market value (minimum of $20.00); this represents the
replacement cost to the participant.
<PAGE>
DIVIDENDS
23. Will participants be credited with dividends on the fractional
shares of Common Stock held in the Plan?
Yes. If the participant has elected dividend
reinvestment, dividends with respect to fractions, as well as whole
shares of Common Stock, will be credited to the participant's
account and will be reinvested in additional shares of Common
Stock.
CERTIFICATES
24. Will certificates be issued for shares of Common Stock
purchased under the Plan or for shares of Common Stock
deposited in participants' Plan accounts 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 deposited under the Plan
for safekeeping as described in Question 22 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 participant's account
under the Plan. The number of shares of Common Stock credited to
a participant's account under the Plan on which dividends are
reinvested 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 or telephone 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
directed to First Chicago at the address or phone number indicated
in Question 39 below. Any remaining whole and fractional shares of
Common Stock will continue to be credited to the participant's
account.
Generally, 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.
25. What happens to the fractional shares of Common Stock when the
Plan is terminated, or when a participant wishes to terminate
their account under the Plan?
When a participant's account is terminated or the Company
terminates the Plan,
<PAGE>
a cash adjustment representing the fractional share of Common Stock
will be mailed directly to the participant. The cash payment to
each such participant will be based on the then current market
price, less any related brokerage commissions, any service fee and
any other costs of sale for such fractional share.
26. In whose name will certificates for whole shares of Common
Stock be issued?
Certificates for whole shares of Common Stock will be
issued in the name appearing on First Chicago's records for the
participant's account.
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),
subject to compliance with any applicable laws and the payment by
the participant of any applicable taxes. Any such request should
be directed to First Chicago. See Question 39 for address and
phone number. 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 TRANSFER OF PLAN SHARES
27. How and when may a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time
prior to a dividend record date by notice in writing or by
telephone to First Chicago (see Question 39). As soon as
practicable following withdrawal, First Chicago will send the
participant a certificate for the whole shares in the participant's
Plan account and a cash payment will be made at the then current
market price for any fraction of a share of Common Stock credited
to such account. If the participant so requests, First Chicago
will sell all or a portion of such shares (both whole and
fractional) at the then current market price and remit the
proceeds, less any related brokerage commissions, any service fee
and any other costs of sale. If the request to withdraw is
received by First Chicago on or after the dividend record date,
First Chicago, in its sole discretion, may either pay any such
dividend in cash or reinvest it in Common Stock on behalf of the
withdrawing participant. If such dividend is reinvested, First
Chicago may sell the shares purchased and remit the proceeds to the
participant, less any brokerage commissions, any service fee and
any other costs of sale. Any voluntary cash payments which had
been sent to First Chicago prior to the request to withdraw will
also be invested unless return of the amount is expressly requested
in the request for withdrawal and such request is received at least
two business days prior to the dividend payment date. In every
case of termination, the participant's interest in a fractional
share will be paid in cash and will be based on the then current
market price of a share of Common Stock less any related brokerage
commissions, any service fee and any other costs of sale.
After withdrawal, dividends will be paid to the
<PAGE>
shareholder in cash unless and until the shareholder rejoins the
Plan, which the shareholder may do at any time (subject to Question
29 below) by requesting an Enrollment Authorization Form from First
Chicago. See Question 39 below.
28. How can a participant sell or transfer some or all of such
participant's shares of Common Stock held in the Plan?
In order to sell or transfer some or all of a
participant's shares held in the Plan, such participant may request
from First Chicago at any time certificates for any number of whole
shares credited to such participant's account under the Plan (see
Question 24) and arrange for the sale or transfer personally.
Alternatively, the participant may, at any time, including upon
withdrawal from the Plan, request First Chicago to arrange for the
sale or transfer of some or all of the shares of Common Stock, both
whole and fractional, credited to such participant's account in the
Plan.
Any such request for sale may be made either by writing
to First Chicago or by telephone to First Chicago at 1-800-328-
5090. Transfer requests must be made in writing to First Chicago
and accompanied by appropriate documentation. First Chicago will
make every effort to process all sale orders on the day the orders
are received, provided that instructions are received before 1:00
p.m. New York City time on a business day during which First
Chicago and the relevant securities market are open. The proceeds
from any sale, less any brokerage commissions, any service fee and
any other costs of sale, will be remitted to the participant. Each
sale request will be processed and a check for the net proceeds
will be mailed as promptly as possible after First Chicago receives
such sale request.
29. When may a shareholder rejoin the Plan?
Generally, a shareholder may again become a participant
at any time. However, the Company reserves the right to reject any
Enrollment 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 investment
service.
OTHER INFORMATION
30. What happens when a participating shareholder sells or
transfers all of the Common Stock registered in such
participant's name?
If a participating shareholder sells or otherwise
transfers all of the Common Stock registered in such participant's
name, First Chicago will reinvest the dividends or pay dividends in
cash, or do both, as specified by the participant on his or her
Enrollment Authorization Form, on the shares of Common Stock
credited to such participant's account under the Plan until
notified in writing or by telephone by such participant that the
<PAGE>
participant wishes to withdraw from the Plan.
31. What happens if the Company issues a dividend payable in
Common Stock or declares a Common Stock split?
Any stock dividends or split shares of Common Stock
distributed by the Company on both shares held by First Chicago in
the Plan for the participant and shares held directly by the
participant will be credited to the participant's account.
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 First Chicago (or its nominee) will be issued to First
Chicago. First Chicago will take all actions directed by the
Company to allocate such securities arising from any such rights
offering.
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.
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 reinvested by participants in the Plan have the
same Federal income tax treatment as dividends which have been paid
to shareholders who are not participating in the Plan. Therefore,
reinvested dividends are taxable as having been received in cash
even though the participant uses them to purchase additional shares
under the Plan.
<PAGE>
The tax basis of shares purchased with reinvested
dividends or with voluntary cash payments or initial cash
investments is the price of the shares of Common Stock under the
Plan (see Question 16). The holding period for shares purchased
with dividends 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, or as
otherwise requested by the participant. 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 SUCH PARTICIPANT'S OWN TAX
ADVISOR.
35. What provision is made for shareholders whose dividends are
subject to income tax withholding?
In the case of those shareholders whose dividends are
subject to United States Federal income tax withholding (both
United States citizens or residents and foreign persons) and who
have elected to reinvest all or part of their dividends, First
Chicago will apply the net amount of the designated dividend of
such participants, after the deduction of taxes, to the purchase of
shares of Common Stock.
36. What are the responsibilities of the Company and First Chicago
under the Plan?
Neither the Company, nor First Chicago as Plan
Administrator, will be liable for any act done in good faith or
for any good faith omission to act, including, without limitation,
any claim of liability arising out of failure to terminate a
participant's account upon such participant's death, the prices at
which shares are purchased or sold for the participant's account,
the times when purchases or sales are made or fluctuations in the
market value of the Company's Common Stock.
The participant should recognize that neither the Company
nor First Chicago can provide any assurance of a profit or
protection against loss on any shares purchased under the Plan.
<PAGE>
37. May the Plan be suspended, changed or discontinued?
While the Plan is intended to continue indefinitely, the
Company reserves the right to suspend or terminate the Plan at any
time, including during the period between a dividend record date
and the related dividend payment date. It also reserves the right
to make modifications to the Plan. Participants will be notified
of any such suspension, termination or significant modification.
The Company and First Chicago also reserve the right to terminate
any participant's participation in the Plan at any time.
Any question of interpretation arising under the Plan
will be determined by the Company and any such determination will
be final.
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. Neither the Company nor First Chicago can 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 16).
Therefore, if shares purchased under the Plan are purchased
directly from the Company, 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 such sale of the shares by the
Company pursuant to the Plan, 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?
<PAGE>
Mail:
All correspondence concerning the Plan, including
requests for and submission of Enrollment Authorization Forms,
Initial Investment Forms and Monthly Deduction Forms, should be
addressed to:
First Chicago Trust Company of New York
Dividend Reinvestment Plans
P.O. Box 2598
Jersey City, NJ 07303-2598
Please include a reference to The Brooklyn Union Gas Company in all
correspondence.
Participants may also contact First Chicago as follows:
Telephone:
Shareholder customer service, including sale of shares and
non-shareholder Brooklyn Union customers requesting Plan material:
1-800-328-5090
Customer Service Representatives are available:
9:00 am -5:00 pm, New York City time, each business
day
Other hours: 8:00 am -10:00 pm, New York City time, each
business day
8:00 am - 3:30 pm, New York City time, Saturdays
Internet:
The First Chicago Internet address is: "http://www.fctc.com"
Messages forwarded on the Internet will be responded to
within one business day.
TDD:
Telecommunications Device for the Hearing Impaired:
1-201-222-4955
40. What has been the level of participation in the Plan?
Since November 1975, when the Plan became effective,
approximately 12,629 Common shareholders have joined the Plan.
Plan participants have invested approximately $122.3 million
through February 29, 1996, and purchased 5,755,323 shares of Common
Stock. Participation by non-shareholder customers of the Company
commenced on January 23, 1995,
<PAGE>
and approximately 280 non-shareholder customers who had not
previously been Common shareholders have enrolled in the Plan.
USE OF PROCEEDS AND CONSTRUCTION PROGRAM
The Company intends to use the net proceeds it receives
from the sale of Common Stock offered by it hereby for construction
expenditures and other corporate purposes.
For the 1995 fiscal year, consolidated capital
expenditures were $214.0 million of which $108.7 million was
primarily for utility construction. Consolidated capital
expenditures are estimated to be approximately $195.0 million in
each of fiscal 1996 and fiscal 1997. 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 purchase 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, and the Company's By-Laws
currently in effect.
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 to which 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.
<PAGE>
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.
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.
______________________
<PAGE>
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 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.
<PAGE>
THE BROOKLYN UNION
GAS COMPANY
- -------------------------------------
Dividend Reinvestment
and Stock Purchase Plan
- -------------------------------------
1,343,203 Shares
of Common Stock
($.33 1/3 Par Value)
- -------------------------------------
P R O S P E C T U S
- ------------------------------------
May 10, 1996
TABLE OF CONTENTS Page
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 ..............................................5
Participation ...............................................6
Costs .......................................................8
Source of Shares ............................................8
Timing, Price and Number of Shares Purchased.................9
Voluntary Cash Payments ....................................10
Reports to Participants ....................................11
Safekeeping of Shares ......................................12
Dividends ..................................................13
Certificates ...............................................13
Withdrawal and/or Transfer of Plan Shares ..................14
Other Information ..........................................15
Use of Proceeds and Construction Program ......................20
Description of Common Stock ...................................20
Legal Opinions ................................................21
Experts .......................................................22
Indemnification ...............................................22
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, First
Chicago 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.
<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:
S.E.C. Registration Fee $ 9,300
N.Y.S.E. Listing Fee 2,000
Printing Expenses 15,000
Legal Fees 50,000
Accountants' Fees 20,000
Miscellaneous 10,000
$ 106,300
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
<PAGE>
court deems proper.
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
<PAGE>
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 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 June 28, 1995,
incorporated by reference from Exhibit 3(ii) to
Form 8-K, dated September 5, 1995.
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.
<PAGE>
(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.
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.
<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 May 9, 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, this Registration Statement has been signed below by the
following persons in the capacities indicated on May 9, 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 H. 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
<PAGE>
PAGE
INDEX TO EXHIBITS
(4) Instruments defining the rights of security
holders, including indentures:
(a) Articles of incorporation and by-laws:
By-Laws of the Company, dated June 28, 1995,
incorporated by reference from Exhibit 3(ii)
to Form 8-K, dated September 5, 1995.
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.
<PAGE>
EXHIBIT 5
May 10, 1996
The Brooklyn Union Gas Company
One MetroTech Center
Brooklyn, New York 11201
Dear Sirs:
Reference is made to the Registration Statement on Form S-3
(the "Registration Statement") filed by your Company on the date
hereof with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), for the purpose of
registering 1,000,000 shares of Common Stock, par value $.33 1/3
per share (the "Additional Common Stock"), and setting forth, among
other things, the terms pursuant to which the Company plans to
offer the shares of Additional Common Stock pursuant to its
Dividend Reinvestment and Stock Purchase Plan (the "Plan"). We are
acting as your counsel and are supervising corporate proceedings in
connection with the authorization, issuance and sale of the
Additional Common Stock. In this connection, we have examined such
corporate records, certificates and other documents and reviewed
such questions of law as we have considered necessary or
appropriate for the purposes of this opinion.
Upon the basis of such examination and review, we advise you
that your Board of Directors duly authorized the issuance and sale
of the Additional Common Stock and the Company has received the
approval of the Public Service Commission of the State of New York
relating to the issuance of the Additional Common Stock, and when
(i) the above-mentioned Registration Statement becomes
effective under the Act;
(ii) the certificates representing the Additional Common
Stock have been duly signed on behalf of the Company, countersigned
by a transfer agent of the Company's Common Stock and registered by
a registrar of the Company's Common Stock; and
(iii) the Additional Common Stock has been duly delivered
against payment received therefor from time to time, as
contemplated by such Registration Statement and the terms of the
Plan;
in our opinion, the Additional Common Stock will have been validly
issued, and will be fully paid and nonassessable.
In rendering the foregoing opinion, we have, with your
approval, relied as to certain matters on information obtained from
public officials, officers of the Company and other sources
<PAGE>
believed by us to be responsible, and we have assumed that the
certificates for the Additional Common Stock will conform to the
specimen thereof examined by us, and that the signatures on all
documents examined by us are genuine, assumptions which we have not
independently verified.
We hereby consent to the filing of this opinion as an exhibit
to the above-mentioned Registration Statement and to the reference
to us under the heading "Legal Opinions" in the Prospectus forming
part of such Registration Statement. In giving such consent, we do
not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
Cullen & Dykman
EXHIBIT 8
May 10, 1996
The Brooklyn Union Gas Company
One MetroTech Center
Brooklyn, New York 11201
Dear Sirs:
We have reviewed the description of the Federal income tax
consequences of participating in The Brooklyn Union Gas Company
Dividend Reinvestment and Stock Purchase Plan (the "Plan") as
described in the answers to Questions 34 and 35 in the Prospectus
contained in the Registration Statement on Form S-3 to be filed by
your Company today with the Securities and Exchange Commission (the
"Commission"), which Prospectus contains a description of the
provisions of the Plan in effect as of such date, and have
determined that the description accurately describes the Federal
income tax consequences to shareholders participating in the Plan.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement on Form S-3 to be filed by your
Company today with the Commission under the Securities Act of 1933,
as amended (the "Act"). In giving this consent we do not thereby
admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of
the Commission.
Very truly yours,
Cullen & Dykman
EXHIBIT 15
May 10, 1996
The Brooklyn Union Gas Company
One MetroTech Center
Brooklyn, New York 11201-3851
Gentlemen:
We are aware that The Brooklyn Union Gas Company will incorporate
by reference in its Registration Statement on Form S-3 dated May
10, 1996, its Form 10-Q for the quarter ended December 31, 1995,
which includes our report dated January 24, 1996, covering the
unaudited interim consolidated financial information contained
therein. Pursuant to Regulation C of the Securities Act of 1933,
that report is not considered a part of the Registration Statement
prepared or certified by our firm within the meaning of Sections 7
and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
EXHIBIT 24 (a)
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.
ARTHUR ANDERSEN LLP
New York, New York
May 10, 1996
<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
May 9, 1996
