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)
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(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
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and 0-11.
(1) Title of each class of securities to which transaction applies.
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
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[_] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
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BROOKLYN UNION [LOGO] One MetroTech Center
Brooklyn, New York 11202-3850
July 18, 1997
Dear Fellow Shareholder:
I am pleased to tell you that on Wednesday, July 16, the
Public Authority Control Board (PACB) of New York approved the
transaction between LILCO and the Long Island Power Authority
(LIPA) under which LIPA would acquire LILCO's transmission and
distribution system, its regulatory assets, and its interest in
the Nine Mile Point 2 nuclear power plant.
The PACB approval is a critical milestone in the LILCO / LIPA
transaction and we are optimistic that we will receive the
required IRS ruling and that the transaction can be completed in
the second half of 1998. Among other benefits, the LILCO / LIPA
transaction would substantially reduce electric rates for
customers on Long Island.
What does this mean for you? If a transaction between LILCO
and LIPA is consummated, it will enhance the benefits of the
Brooklyn Union / LILCO combination. In addition to the purchase
of certain LILCO assets, LIPA would assume approximately $4
billion in debt and preferred stock. In addition, Brooklyn
Union / LILCO would receive net cash proceeds of approximately
$1.7 billion that can be used to grow our new company.
In addition, with the LIPA transaction, the exchange ratio in
the Brooklyn Union / LIPA combination would be adjusted with the
effect that ownership of the LILCO shareholders in the combined
company will change from approximately 66% to approximately 68%
and the ownership of the Brooklyn Union shareholders will change
from approximately 34% to approximately 32%.
We have previously sent you proxy materials for the Special
Meeting of Brooklyn Union Gas on August 7, 1997 at which
shareholders will vote on the Brooklyn Union / LILCO combination
and the formation of KeySpan Energy Corporation. Your Board of
Directors has unanimously recommended that you vote FOR the
Brooklyn Union / LILCO transaction and FOR the formation of
KeySpan Energy Corporation.
We need your vote. Approval requires the affirmative vote of
at least two-thirds of all outstanding shares of common stock. I
appreciate your support.
Sincerely,
/s/ Robert B. Catell
Robert B. Catell
Chairman and Chief Executive Officer
IMPORTANT
If you have any questions, or need assistance in voting your
shares, please contact the firm assisting us in the
solicitation of proxies:
GEORGESON & COMPANY INC.
TOLL FREE: 1-800-223-2064<PAGE>
BROOKLYN UNION [LOGO] One MetroTech Center
Brooklyn, New York 11201-3851
July 18, 1997
Dear Fellow Shareholders,
We recently sent you proxy materials for our proposed combination
with LILCO and the formation of the KeySpan holding company.
YOUR BOARD OF DIRECTORS AND MANAGEMENT TEAM RECOMMEND THAT ALL
SHAREHOLDERS VOTE FOR THESE TRANSACTIONS.
We are confident this combination will create a larger, stronger
company, better positioned for success in the competitive energy
marketplace. Shareholders will benefit from increased revenues,
earnings, and dividends and the enhanced ability of the company to
provide its broader customer base with competitive energy products
and services. In addition to voting on the LILCO transaction, we
are also asking you to vote on the formation of the KeySpan
holding company as an interim step for Brooklyn Union prior to the
combination.
APPROVAL OF THE COMBINATION REQUIRES THE AFFIRMATIVE VOTE OF AT
LEAST TWO-THIRDS OF ALL OUTSTANDING SHARES OF COMMON STOCK. THIS
MAKES YOUR VOTE ESPECIALLY IMPORTANT AND THAT'S WHY I AM WRITING
TO YOU.
We need your support. It is also important to realize that not
voting or abstaining will have the effect of voting against these
transactions. IF YOU HAVEN'T DONE SO ALREADY, PLEASE TAKE A FEW
MINUTES TO SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE TODAY. Remember, by doing so you will save
your company the expense of further solicitation costs, while
ensuring that your vote is represented at the special meeting of
shareholders to be held on August 7, 1997.
If you have any questions or need additional instructions, please
do not hesitate to call our special toll-free number at 1-800-223-
2064, to reach a representative of Georgeson & Company Inc. which
is assisting us with this proxy solicitation.
Sincerely,
/s/ Robert B. Catell
Robert B. Catell
Chairman and Chief Executive Officer
