SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted by
[X] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE BROOKLYN UNION GAS COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies.
-------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
-------------------------------------------------------------------
(4) Proposed maximum aggregate value of transactions:
-------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of this filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------<PAGE>
BROOKLYN UNION [LOGO] One MetroTech Center
Brooklyn, New York 11201-3850
July 28, 1997
Dear employees who are members of Local 101:
Last week we passed two major milestones on our way to combining
Brooklyn Union and LILCO.
First, the acquisition of certain assets of LILCO by the Long
Island Power Authority (LIPA) was approved by the New York State
Public Authorities Control Board; and
Second, the BU/LILCO combination was approved by the Federal
Energy Regulatory Commission (FERC) in record time. Additional
FERC approvals are still needed on the LIPA agreement.
The next big step is the August 7th vote on the transaction by the
shareholders of both Brooklyn Union and LILCO. We hope that the
shareholders of both companies will approve the combination by a
large margin.
BU shareholders will also vote on whether to establish an interim
holding company, which will be called KeySpan Energy Corporation.
If the holding company is approved by our shareholders, KSE will
become our New York Stock Exchange symbol.
These are probably the most important decisions to be made since
the formation of Brooklyn Union over 100 years ago. These changes
will prepare us for the next century; they will allow us to reduce
utility rates; and they will allow us to be a major competitive
factor in the changing energy industry. More importantly for you,
the combined Company will be better able to provide the job
security, promotional opportunities and financial rewards that we
know are so critical to you and your family.
As you all know, Local 101 is in full support of the BU/LILCO
combination, and your Union leadership, on your behalf, signed an
agreement in March 1997 to that effect. You received a letter
from your President Marsha Spinowitz in late March that explained
how pleased she was about reaching such an unprecedented agreement
with the Company. We are all proud of that accomplishment.
We also appreciate the many individual expressions of support and
the favorable employee proxy vote to date supporting the
combination. It is impossible to put a value on the importance of
our employees in all of this. It was you who got us where we are;
and it is you - all of you - who will help take us into the
future.
With our thanks,
/s/ Bob Catell /s/ Craig Matthews
Bob Catell Craig Matthews
Chairman & CEO President & COO<PAGE>
BROOKLYN UNION [LOGO] One MetroTech Center
Brooklyn, New York 11201-3850
July 28, 1997
Dear employees who are members of Local 3:
Last week we passed two major milestones on our way to combining
Brooklyn Union and LILCO.
First, the acquisition of certain assets of LILCO by the Long
Island Power Authority (LIPA) was approved by the New York State
Public Authorities Control Board; and
Second, the BU/LILCO combination was approved by the Federal
Energy Regulatory Commission (FERC) in record time. Additional
FERC approvals are still needed on the LIPA transaction.
The next big step is the August 7th vote on the transaction by the
shareholders of both Brooklyn Union and LILCO. We hope that the
shareholders of both companies will approve the combination by a
large margin.
BU shareholders will also vote to establish an interim holding
company, which will be called KeySpan Energy Corporation. If the
holding company is approved by our shareholders, KSE will become
our New York Stock Exchange symbol.
These are probably the most important decisions to be made since
the formation of Brooklyn Union over 100 years ago. These changes
will prepare us for the next century; they will allow us to reduce
utility rates; and they will allow us to be a major competitive
factor in the changing energy industry. More importantly for you,
the combined Company will be better able to provide the job
security, promotional opportunities and financial rewards that we
know are so critical to you and your family.
We sincerely appreciate Local 3's endorsement of the BU/LILCO
combination, the individual expressions of support we have
received and the favorable employee proxy vote to date supporting
the combination. It is impossible to put a value on the
importance of our employees in all of this. It was you who got us
where we are; and it is you - all of you - who will help take us
into the future.
With our thanks,
/s/ Bob Catell /s/ Craig Matthews /s/ Robert DeRenzi
Bob Catell Craig Matthews Robert DeRenzi
Chairman & CEO President & COO Chairman<PAGE>
BROOKLYN UNION [LOGO] One MetroTech Center
Brooklyn, New York 11201-3850
July 28, 1997
Dear Brooklyn Union Management Employees:
Last week we passed two major milestones on our way to combining
Brooklyn Union and LILCO.
First, the acquisition of certain assets of LILCO by the Long
Island Power Authority (LIPA) was approved by the New York State
Public Authorities Control Board; and
Second, the BU/LILCO combination was approved by the Federal
Energy Regulatory Commission (FERC) in record time. Additional
FERC approvals are still needed on the LIPA transaction.
The next big step is the August 7th vote on the transaction by the
shareholders of both Brooklyn Union and LILCO. We hope that the
shareholders of both companies will approve the combination by a
large margin.
BU shareholders will also vote on whether to establish an interim
holding company, which will be called KeySpan Energy Corporation.
If the holding company is approved by our shareholders, KSE will
become our New York Stock Exchange symbol.
These are probably the most important decisions to be made since
the formation of Brooklyn Union over 100 years ago. These changes
will prepare us for the next century; they will allow us to reduce
utility rates; and they will allow us to be a major competitive
factor in the changing energy industry. More importantly for you,
the combined Company will be better able to provide the job
security, promotional opportunities and financial rewards that we
know are so critical to you and your family.
The expressions of support we are receiving from all quarters of
the company are greatly appreciated, which includes the favorable
employee proxy vote to date supporting the combination. It is
impossible to put a value on the importance of our employees in
all of this. It was you who got us where we are; and it is you -
all of you - who will help take us into the future.
With our thanks,
/s/ Bob Catell /s/ Craig Matthews
Bob Catell Craig Matthews
Chairman & CEO President & COO
