<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1997
REGISTRATION NO. 333-30353
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-4
(AMENDMENT NO. 1)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
THE BROOKLYN UNION GAS COMPANY
NEW YORK 4939 11-10584613
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
THE BROOKLYN UNION GAS COMPANY
ONE METROTECH CENTER
BROOKLYN, NEW YORK 11201-3850
(718) 403-2000
LONG ISLAND LIGHTING COMPANY
NEW YORK 4939 11-1019782
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
LONG ISLAND LIGHTING COMPANY
175 EAST OLD COUNTRY ROAD
HICKSVILLE, NEW YORK
11801
(516) 933-4590
KEYSPAN ENERGY CORPORATION
NEW YORK 4939 11-3344628
(STATE OR OTHER
JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
ORGANIZATION)
C/O THE BROOKLYN UNION GAS COMPANY
ONE METROTECH CENTER
BROOKLYN, NEW YORK 11201-5850
(718) 403-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ANTHONY NOZZOLILLO VINCENT D. ENRIGHT
LONG ISLAND LIGHTING COMPANY THE BROOKLYN UNION GAS COMPANY
175 EAST OLD COUNTRY ROAD KEYSPAN ENERGY CORPORATION
HICKSVILLE, NEW YORK 11801 ONE METROTECH CENTER
(516) 545-5017 BROOKLYN, NEW YORK 11201-3850
(718) 403-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------
COPIES OF ALL CORRESPONDENCE TO:
THOMAS E. CONSTANCE, ESQ. SETH A. KAPLAN, ESQ.
KRAMER, LEVIN, NAFTALIS & FRANKEL WACHTELL, LIPTON, ROSEN & KATZ
919 THIRD AVENUE 51 WEST 52ND STREET
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10019
(212) 715-9100 (212) 403-1000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the registration statement becomes effective and the
effective time of the proposed binding share exchanges, with respect to the
shares of BL Holding Corp., as described in the Amended and Restated Agreement
and Plan of Exchange and Merger dated as of June 26, 1997, attached as Annex A
to the Joint Proxy Statement/Prospectus, forming part of this Registration
Statement.
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED IN
CONNECTION WITH THE FORMATION OF A HOLDING COMPANY AND THERE IS COMPLIANCE
WITH GENERAL INSTRUCTION G, CHECK THE FOLLOWING BOX. [_]
---------------
CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(1) OFFERING PRICE FEE(2)
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BL Common Stock, par
value $0.01 per
share................ 173,048,739 $25.82 $4,468,118,441 $1,353,975
BL Series AA Preferred
Stock,
par value $25 per
share................ 14,520,000 $26.13 $379,407,600 $114,172
</TABLE>
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- -------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 ("Rule 457") promulgated under the Securities Act of 1933, as
amended, based upon the number of shares of common stock of The Brooklyn
Union Gas Company issued and outstanding, and issuable under options
outstanding, as of June 23, 1997, the number of shares of common stock of
Long Island Lighting Company issued and outstanding as of June 23, 1997
and the average of the high and low sales prices of such common stock on
June 23, 1997.
(2) $394,914 and $553,441 of the Registration Fee has been paid in connection
with the filing by The Brooklyn Union Gas Company and Long Island Lighting
Company of their joint Preliminary Proxy Materials on Schedule 14A on
February 7, 1997 and May 23, 1997, respectively.
---------------
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Indemnification. Pursuant to Article VIII, Article Tenth and Article 6,
respectively, of Brooklyn Union's, LILCO's and KeySpan's respective amended and
restated certificate of incorporation, no director of the respective companies
shall have personal liability to the respective companies or its shareholders
for damages for any breach of duty in such capacity, except for the liability of
any director for acts or omissions in bad faith or involving intentional
misconduct or a knowing violation of law, or if such director personally gained
in fact a financial profit or other advantage to which such director was not
legally entitled, or if such director's act violated Section 719 of the New York
Business Corporation Law. Any amendment or repeal of such Article VIII, Article
Tenth and Article 6 may not apply to or have any effect on the liability or
alleged liability of any director of the respective companies for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
Section 1 of Article VII of Brooklyn Union's by-laws, Section 1 of Article
IV of LILCO's by-laws and Section 1 of Article VII of KeySpan's by-laws each
provides that the respective companies shall indemnify except to the extent
expressly prohibited by law any person made, or threatened to be made, a party
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person or such person's testator
or intestate is or was a director or officer of the respective companies or
serves or served at the request of the respective companies with any other
enterprise as director or officer; expenses incurred by any such person in
defending any such action, suit or proceeding shall be paid or reimbursed by the
respective companies promptly upon receipt by it of an undertaking of such
person to repay such expenses if it shall ultimately be determined that such
person is not entitled to be indemnified by the respective companies. No
amendment of these by-law provisions shall impair the rights of any person
arising at any time with respect to events occurring prior to such amendment.
(b) Insurance. The respective companies (with respect to indemnification
liability) and their respective directors and officers (in their capacities as
such) are insured against liability for wrongful acts (to the extent defined)
under insurance policies.
II-1
<PAGE>
ITEM 21. EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
<C> <S> <C>
2(a) --Amended and Restated Agreement and Plan of Exchange
and Merger, dated as of June 26, 1997, by and between
The Brooklyn Union Gas Company and Long Island
Lighting Company (Attached as Annex A to the Joint
Proxy Statement/Prospectus, which forms a part of this
Registration Statement).
2(b) --Amended and Restated LILCO Stock Option Agreement,
dated as of June 26, 1997, by and between The Brooklyn
Union Gas Company and Long Island Lighting Company
(Attached as Annex B to the Joint Proxy
Statement/Prospectus, which forms a part of this
Registration Statement).
2(c) --Amended and Restated Brooklyn Union Stock Option
Agreement, dated as of June 26, 1997, by and between
Long Island Lighting Company and The Brooklyn Union
Gas Company (Attached as Annex C to the Joint Proxy
Statement/Prospectus, which forms a part of this
Registration Statement).
2(d) --Agreement and Plan of Merger, dated as of June 26,
1997, by and among BUGLILCO Holding Corp., Long Island
Lighting Company, Long Island Power Authority and LIPA
Acquisition Corp. (Attached as Annex D to the Joint
Proxy Statement/Prospectus, which forms a part of this
Registration Statement).
3(a) --Form of Certificate of Incorporation of The Holding
Company (attached as Annex G to the Joint Proxy
Statement/Prospectus, which forms a part of this
Registration Statement).
3(b) --Form of Bylaws of The Holding Company (attached as
Annex H to the Joint Proxy Statement/Prospectus, which
forms a part of this Registration Statement).
5 --Opinion of Kramer, Levin, Naftalis & Frankel
8(a) --Tax Opinion of Hunton & Williams
8(b) --Tax Opinion of Wachtell, Lipton, Rosen & Katz
15 --Letter of Arthur Andersen LLP re unaudited interim
financial information.
23(a) --Consent of Arthur Andersen LLP
23(b) --Consent of Ernst & Young LLP
23(c) --Consent of Merrill Lynch, Pierce, Fenner & Smith
Incorporated
23(d) --Consent of Dillon, Read & Co. Inc.
23(e) --Consent of Kramer, Levin, Naftalis & Frankel
(included in Exhibit 5(a))
23(f) --Consent of Hunton & Williams (included in Exhibit
8(a))
23(g) --Consent of Wachtell, Lipton, Rosen & Katz (included
in Exhibit 8(b))
24(a) --Power of Attorney for the Brooklyn Union Gas Company
(contained on signature page)
24(b) --Power of Attorney for Long Island Company
99(a) --Proxy Card for Brooklyn Union
99(b) --Proxy Card for Long Island Lighting Company
</TABLE>
II-2
<PAGE>
ITEM 22. UNDERTAKINGS
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
Prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this Registration Statement, by
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition
to the information called for by the other items of the applicable form.
The undersigned undertakes that every prospectus: (i) that is filed pursuant
to paragraph (1) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 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 Act and will be governed by
the final adjudication of such issue.
The undersigned Registrant hereby undertakes that: (1) for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this Registration
Statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration Statement as of
the time it was declared effective; and (2) for the purpose of determining any
liability under the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus 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.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the Registration Statement when it became effective.
II-3
<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-4 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 the 1st day of
July, 1997.
THE BROOKLYN UNION GAS COMPANY
/s/ Robert B. Catell
By___________________________________
Name: Robert B. Catell
Title: Chairman and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints Robert B. Catell and Vincent D. Enright, and each of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement (including all pre-effective
and post-effective amendments), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on July 1,
1997 in the capacities indicated below.
SIGNATURE TITLE DATE
/s/ Robert B. Catell Chairman of the July 1, 1997
_____________________________________ Board, Chief
Robert B. Catell Executive Officer
and Director
(Principal Executive
Officer)
/s/ Vincent D. Enright Senior Vice July 1, 1997
_____________________________________ President and Chief
Vincent D. Enright Financial Officer
(Principal Financial
Officer)
/s/ Richard M. Desmond Vice President, July 1, 1997
_____________________________________ Comptroller and
Richard M. Desmond Chief Accounting
Officer (Principal
Accounting Officer)
/s/ Craig G. Matthews President, Chief July 1, 1997
_____________________________________ Operating Officer
Craig G. Matthews and Director
II-4
<PAGE>
SIGNATURE TITLE DATE
/s/ Kenneth I. Chenault Director July 1, 1997
_____________________________________
Kenneth I. Chenault
/s/ Andrea S. Christensen Director July 1, 1997
_____________________________________
Andrea S. Christensen
/s/ Donald H. Elliott Director July 1, 1997
_____________________________________
Donald H. Elliott
/s/ Alan H. Fishman Director July 1, 1997
_____________________________________
Alan H. Fishman
/s/ James L. Larocca Director July 1, 1997
_____________________________________
James L. Larocca
/s/ Edward D. Miller Director July 1, 1997
_____________________________________
Edward D. Miller
/s/ James Q. Riordan Director July 1, 1997
_____________________________________
James Q. Riordan
/s/ Charles Uribe Director July 1, 1997
_____________________________________
Charles Uribe
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT CERTIFIES
THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS
FOR FILING ON FORM S-4 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR
AMENDMENT THERETO TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN HICKSVILLE, IN THE TOWN OF OYSTER BAY AND THE STATE OF NEW YORK,
ON THE 1ST DAY OF JULY, 1997.
LONG ISLAND LIGHTING COMPANY
Anthony Nozzolillo+
By __________________________________
ANTHONY NOZZOLILLO
(SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURES TITLE DATE
William J. Catacosinos Principal Executive
- ------------------------------------- Officer and
*WILLIAM J. CATACOSINOS (CHAIRMAN OF Director
THE BOARD AND CHIEF EXECUTIVE
OFFICER)
Anthony Nozzolillo+ Principal Financial
- ------------------------------------- Officer
ANTHONY NOZZOLILLO (SENIOR VICE
PRESIDENT, CHIEF FINANCIAL OFFICER)
/s/ Joseph E. Fontana Principal Accounting
- ------------------------------------- Officer
JOSEPH E. FONTANA (VICE PRESIDENT
AND CONTROLLER)
A. James Barnes*, George
Bugliarello*, Renso L. Caporali*,
Peter O. Crisp*, Vicki L. Fuller*,
James T. Flynn*, Katherine D. July 1, 1997
Ortega*, Basil A. Paterson*, Richard
L. Schmalensee*, George J.,
Sideris*, John H. Talmage*,
*Directors
Anthony Nozzolillo+
By __________________________________
*ANTHONY NOZZOLILLO (ATTORNEY- IN-
FACT FOR EACH OF THE PERSONS
INDICATED)
/s/ Anthony Nozzolillo
- -------------------------------------
+ ANTHONY NOZZOLILLO (ON BEHALF OF
THE ISSUER, INDIVIDUALLY, AND AS AN
OFFICER AND AS ATTORNEY-IN-FACT FOR
EACH OF THE PERSONS INDICATED)
----------------
ORIGINAL POWERS OF ATTORNEY, AUTHORIZING KATHLEEN A. MARION AND ANTHONY
NOZZOLILLO AND EACH OF THEM, TO SIGN THE REGISTRATION STATEMENT AND ANY
AMENDMENTS THERETO, AS ATTORNEY-IN-FACT FOR THE DIRECTORS AND OFFICERS OF THE
COMPANY, AND A CERTIFIED COPY OF THE RESOLUTION OF THE BOARD OF DIRECTORS OF
THE COMPANY AUTHORIZING SAID PERSONS AND EACH OF THEM TO SIGN THE REGISTRATION
STATEMENT AND AMENDMENTS THERETO AS ATTORNEY-IN-FACT FOR ANY OFFICERS SIGNING
ON BEHALF OF THE COMPANY, ARE BEING FILED OR WILL BE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION.
II-6
<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-4 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 the 1st day of July,
1997.
KEYSPAN ENERGY CORPORATION
/s/ Robert B. Catell
By: _________________________________
Robert B. Catell
Chairman, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints Robert B. Catell, and each of them, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign this
Registration Statement (including all pre-effective and post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents or any of them or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on July 1, 1997 in the
capacities indicated below.
SIGNATURE TITLE
/s/ Robert B. Catell Chairman, President,
------------------------------------- Chief Executive
ROBERT B. CATELL Officer and
Director (Principal
Executive Officer)
/s/ Vincent D. Enright Senior Vice
------------------------------------- President, Chief
VINCENT D. ENRIGHT Financial Officer
and Chief
Accounting Officer
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
<C> <S> <C>
2(a) --Amended and Restated Agreement and Plan of Exchange
and Merger, dated as of June 26, 1997, by and between
The Brooklyn Union Gas Company and Long Island
Lighting Company (Attached as Annex A to the Joint
Proxy Statement/Prospectus, which forms a part of this
Registration Statement).
2(b) --Amended and Restated LILCO Stock Option Agreement,
dated as of June 26, 1997, by and between The Brooklyn
Union Gas Company and Long Island Lighting Company
(Attached as Annex B to the Joint Proxy
Statement/Prospectus, which forms a part of this
Registration Statement).
2(c) --Amended and Restated Brooklyn Union Stock Option
Agreement, dated as of June 26, 1997, by and between
Long Island Lighting Company and The Brooklyn Union
Gas Company (Attached as Annex C to the Joint Proxy
Statement/Prospectus, which forms a part of this
Registration Statement).
2(d) --Agreement and Plan of Merger, dated as of June 26,
1997, by and among BUGLILCO Holding Corp., Long Island
Lighting Company, Long Island Power Authority and LIPA
Acquisition Corp (Attached as Annex D to the Joint
Proxy Statement/Prospectus, which forms a part of this
Registration Statement).
3(a) --Form of Certificate of Incorporation of The Holding
Company (attached as Annex G to the Joint Proxy
Statement/Prospectus, which forms a part of this
Registration Statement).
3(b) --Form of Bylaws of The Holding Company (attached as
Annex H to the Joint Proxy Statement/Prospectus, which
forms a part of this Registration Statement).
5 --Opinion of Kramer, Levin, Naftalis & Frankel
8(a) --Tax Opinion of Hunton & Williams
8(b) --Tax Opinion of Wachtell, Lipton, Rosen & Katz
15 --Letter of Arthur Andersen LLP re unaudited interim
financial information.
23(a) --Consent of Arthur Andersen LLP
23(b) --Consent of Ernst & Young LLP
23(c) --Consent of Merrill Lynch, Pierce, Fenner & Smith
Incorporated
23(d) --Consent of Dillon, Read & Co. Inc.
23(e) --Consent of Kramer, Levin, Naftalis & Frankel
(included in Exhibit 5(a))
23(f) --Consent of Hunton & Williams (included in Exhibit
8(a))
23(g) --Consent of Wachtell, Lipton, Rosen & Katz (included
in Exhibit 8(b))
24(a) --Power of Attorney for The Brooklyn Union Gas Company
(contained on signature page)
24(b) --Powers of Attorney for Long Island Lighting Company
99(a) --Proxy Card for Brooklyn Union
99(b) --Proxy Card for Long Island Lighting Company
</TABLE>
II-8
