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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 19, 1997
THE BROOKLYN UNION GAS COMPANY
(Exact name of registrant as specified in its charter)
NEW YORK 1-722 11-0584613
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification No.)
organization)
One MetroTech Center,Brooklyn, New York 11201-3850
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (718) 403-2000
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Item 5. Other Events.
(a) Sale of Cogeneration Investment
This document contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934.
Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve a
number of risks and uncertainties; actual results could differ
materially from those indicated by such forward-looking statements.
Among the important factors that could cause results to differ
materially from those indicated by such forward-looking statements
are (i) that the information is of a preliminary nature and may be
subject to further adjustments, (ii)the possible unavailability of
financing, (iii)risks associated with power plant acquisitions,
(iv)changes in government regulation. For any of these statements,
the Company claims the protection of the safe harbor for forward-
looking information contained in the Private Securities Litigation
Reform Act of 1995, as amended.
On August 25, 1997, The Brooklyn Union Gas Company (the "Company")
announced that it had reached a definitive agreement with Calpine
Corporation to sell the stock of Gas Energy Inc. and Gas Energy
Cogeneration Inc. for a gross sales price of $102.5 million. If
the sale is consummated on the basis anticipated (as to which there
can be no assurances), it is possible that the gain could be
recorded in results of operations for the fiscal year ending
September 30, 1997.
A Press Release issued by the Company on August 25, 1997, is hereby
incorporated herein by reference in this Current Report on Form 8-K
and attached hereto as Exhibit 99.
(b) Redemption of Preferred Stock
On September 10, 1997, the Company redeemed all outstanding shares
of its 4.60% Cumulative Preferred Stock, Series B, $100 par value
at the redemption price of $102.00 per share, plus $0.1278 per
share, representing accrued and unpaid dividends. The total
redemption price was $6,740,435.
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Exhibit Index
Exhibit
Number
99 Press Release issued on August 25, 1997
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 19, 1997
THE BROOKLYN UNION GAS COMPANY
(Registrant)
By: /s/R.M. Desmond
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R.M. Desmond
Vice President, Comptroller and
Chief Accounting Officer
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Exhibit 99
COMPANY PRESS RELEASE
Brooklyn Union Agrees to Sell Gas Energy Inc.
Brooklyn Union today announced that it had reached a definitive
agreement to sell the stock of Gas Energy Inc. and Gas Energy
Cogeneration Inc. to Calpine Corporation(NYSE:CPN).
Gas Energy Inc. and Gas Energy Cogeneration Inc., wholly owned
subsidiaries of the Brooklyn Union Gas Company (NYSE:BU), develop,
finance, own, and operate natural gas-fired cogeneration
facilities. The sale includes four plants with a combined capacity
of 388 megawatts. These plants are located at Lockport, N.Y.; the
State University of New York at Stony Brook, Long Island; John F.
Kennedy International Airport; and the Northrop Grumman plant in
Bethpage, Long Island. The sale also includes interests in three
fuel-management subsidiaries.
Brooklyn Union will retain its interests in GEI operations in
Israel, Mexico and Central Europe.
The sale is expected to be completed in early fall.
"Brooklyn Union is proud of its success in developing profitable
cogeneration and fuel management projects over the past ten years.
At this time, we believe market conditions have enabled us to
maximize values for our shareholders," said Robert B. Catell,
chairman and chief executive officer of Brooklyn Union. "We will
continue to strengthen our gas exploration and production
activities and to pursue growth opportunities in the energy and
power development fields both domestically and internationally."
Based in San Jose, California, Calpine currently has ownership
interests in 17 power generation facilities and steam fields having
an aggregate capacity of approximately 1,800 megawatts.
Brooklyn Union is a diversified energy company that provides
natural gas service to 1.1 million customers in the New York City
boroughs of Brooklyn, Queens and Staten Island. The company's
subsidiaries participate and own investments in gas exploration,
production, marketing and cogeneration in the United States, as
well as energy-related investments abroad. For more information,
visit Brooklyn Union's web site at http://www.bug.com.
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