UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LONG ISLAND LIGHTING COMPANY
(Name of Issuer)
COMMON STOCK, PAR VALUE $5 PER SHARE
(Title of Class of Securities)
542671102
(CUSIP Number)
VINCENT D. ENRIGHT,
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
KEYSPAN ENERGY CORPORATION AND
THE BROOKLYN UNION GAS COMPANY
ONE METROTECH CENTER
BROOKLYN, NY 11201-3850
(718) 403-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
SETH A. KAPLAN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
OCTOBER 17, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sched-
ule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box / /.
* This statement on Schedule 13D is an original statement of
KeySpan Energy Corporation and Amendment No. 1 to the statement
on Schedule 13D of The Brooklyn Union Gas Company.
Page 1 of 11 Pages<PAGE>
CUSIP NO. 542671102 Page 2 of 11 Pages
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Brooklyn Union Gas Company
11-0584613
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CER-
TAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14. TYPE OF REPORTING PERSON
CO<PAGE>
CUSIP NO. 542671102 Page 3 of 11 Pages
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KeySpan Energy Corporation
11-3344628
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,981,964 shares of Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CER-
TAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6%.
Based upon 120,780,792 shares of Common Stock outstanding as
of December 27, 1996, as represented by Issuer, calculated
pursuant to Rule 13d-3(d)(1) and assuming, solely for pur-
poses of such calculation, that the option to purchase such
shares has been exercised.
14. TYPE OF REPORTING PERSON
CO<PAGE>
This Report on Schedule 13D (the "Schedule 13D") relates
to the common stock, par value $5.00 per share ("LILCO Common
Stock"), of Long Island Lighting Company, a New York corporation
("LILCO"). The Report on Schedule 13D originally filed by The
Brooklyn Union Gas Company, a New York corporation ("Brooklyn
Union"), on January 8, 1997 (the "Brooklyn Union Schedule 13D"),
is hereby amended and supplemented to include the information
contained herein, and this Report constitutes Amendment No. 1 to
the Brooklyn Union Schedule 13D. This Report on Schedule 13D also
constitutes the Original Report (the "KeySpan Schedule 13D") of
KeySpan Energy Corporation, a New York corporation ("KeySpan").
Brooklyn Union and KeySpan (each, a "Reporting Person") constitute
a "group" for purposes of Rule 13d-5 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), with respect to
their respective beneficial ownership of the Common Stock and are
collectively referred to as the "Reporting Group." Capitalized
terms not defined herein have the meanings provided in the prior
Report on Schedule 13D referred to in this paragraph.
The summary descriptions contained in this Report of
certain agreements and documents are qualified in their entirety
by reference to the complete texts of such agreements and
documents, filed as Exhibits hereto and incorporated herein by
reference.
ITEM 2. IDENTITY AND BACKGROUND.
The information contained in Item 2 of the Brooklyn
Union Schedule 13D is hereby amended and supplemented by adding
the following information:
The business address of KeySpan is One MetroTech Center,
Brooklyn, New York 11201-3850. Prior to September 29, 1997,
KeySpan was a wholly owned subsidiary of Brooklyn Union. On
September 29, 1997, KeySpan and Brooklyn Union consummated a
transaction (the "Restructuring") pursuant to which KeySpan
acquired all the outstanding shares of common stock, par value
$0.33 1/3 per share ("Brooklyn Union Common Stock"), of Brooklyn
Union in a binding share exchange under Section 913 of the New
York Business Corporation Law and each share of Brooklyn Union
Common Stock was exchanged for one share of common stock of
KeySpan, par value $0.33 1/3 per share ("KeySpan Common Stock"),
with the result that Brooklyn Union became a wholly owned
subsidiary of KeySpan.
The principal business of KeySpan is as a holding
company of Brooklyn Union, which will continue to operate its
present utility business as a subsidiary of KeySpan. Brooklyn
Union currently distributes natural gas at retail in the Boroughs
of Brooklyn and Staten Island and two-thirds of the Borough of
Queens in New York City. It is anticipated that KeySpan will also
become the parent holding company of any future non-utility
subsidiaries and certain of Brooklyn Union's existing principal
non-utility subsidiaries.
Page 4 of 11 Pages<PAGE>
Each executive officer and each director of KeySpan is a
citizen of the United States. The name, business address and
present principal occupation of each executive officer and direc-
tor of KeySpan are set forth in Annex I to this Schedule 13D which
is incorporated herein by this reference.
During the last five years, neither KeySpan nor, to the
best of KeySpan's knowledge, any of its executive officers or
directors has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to
a civil proceeding of a judicial or administrative body of compe-
tent jurisdiction as a result of which KeySpan or such person was
or is subject to a judgment, decree or final order enjoining fu-
ture violations of, or prohibiting or mandating activities subject
to, federal or state securities laws, or finding any violation
with respect to such laws, and which judgment, decree or final
order was not subsequently vacated.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information contained in Item 3 of the Brooklyn
Union Schedule 13D is hereby amended and supplemented by adding
the following information:
Pursuant to an Amendment, Assignment and Assumption
Agreement, signed on October 17, 1997 (the "Amendment"), by and
among Brooklyn Union, LILCO and KeySpan, the Amended and Restated
LILCO Stock Option Agreement, dated as of June 26, 1997, between
Brooklyn Union and LILCO (the "Amended LILCO Stock Option
Agreement"), was amended effective as of September 29, 1997 to
provide for the assignment to KeySpan of all rights and
obligations of Brooklyn Union thereunder and to substitute KeySpan
for Brooklyn Union therein. As a result of the Amendment, KeySpan
(and not Brooklyn Union) has the right, under certain
circumstances, to acquire up to 19.9% of the outstanding shares of
LILCO Common Stock before giving effect to the exercise of the
LILCO Option (or 16.6% of the outstanding shares of LILCO Common
Stock after giving effect to the exercise of the LILCO Option).
Under certain circumstances, KeySpan may require LILCO to, or
LILCO may be permitted to, repurchase for cash the LILCO Option
and any shares of LILCO Common Stock acquired pursuant to the
exercise of the LILCO Option. As of the date hereof, the LILCO
Option is not exercisable.
It is anticipated that, should the LILCO Option become
exercisable and should KeySpan determine to exercise the LILCO
Option for cash, KeySpan would obtain the funds from working
capital or by borrowing from parties whose identity is not yet
known.
A copy of the Amended LILCO Stock Option Agreement is
included as Exhibit 2.5 to this Schedule 13D, a copy of the
Amendment is included as Exhibit 2.7 to this Schedule 13D, and
each is incorporated herein by this reference. The foregoing
Page 5 of 11 Pages<PAGE>
description of the Amended LILCO Stock Option Agreement and the
Amendment is qualified in its entirety by reference to such
exhibits.
ITEM 4. PURPOSE OF TRANSACTION.
The information contained in Item 4 of the Brooklyn
Union Schedule 13D is hereby amended and supplemented by adding
the following information:
In connection with the Restructuring, Brooklyn Union,
LILCO and KeySpan entered into the Amendment to provide for, among
other things, the assignment by Brooklyn Union to KeySpan, and the
assumption by KeySpan, of all of Brooklyn Union's rights and
obligations under the Exchange Agreement, as amended as of June
26, 1997 (as amended, the "Amended Exchange Agreement"), the
Amended LILCO Stock Option Agreement and the Amended and Restated
Brooklyn Union Stock Option Agreement, dated as of June 26, 1997,
between Brooklyn Union and LILCO (the "Amended Brooklyn Union
Stock Option Agreement"), and to substitute KeySpan for Brooklyn
Union thereunder, effective upon the effective time of the
Restructuring.
A copy of each of the Amended Exchange Agreement, the
Amended LILCO Stock Option Agreement, the Amended Brooklyn Union
Stock Option Agreement and the Amendment is included as Exhibit
2.4, 2.5, 2.6 and 2.7, respectively to this Schedule 13D and is
incorporated herein by this reference. The foregoing description
of the Amended Exchange Agreement, the Amended LILCO Stock Option
Agreement, the Amended Brooklyn Union Stock Option Agreement and
the Amendment is qualified in its entirety by reference to such
exhibits.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
The information contained in Item 5 of the Brooklyn
Union Schedule 13D is hereby amended and supplemented by adding
the following information:
In connection with the Restructuring, Brooklyn Union,
LILCO and KeySpan entered into the Amendment to provide for, among
other things, the assignment by Brooklyn Union to KeySpan, and the
assumption by KeySpan, of all of Brooklyn Union's rights and
obligations under the Amended Exchange Agreement the Amended LILCO
Stock Option Agreement and the Amended Brooklyn Union Stock Option
Agreement, and to substitute KeySpan for Brooklyn Union
thereunder, effective upon the effective time of the
Restructuring.
Under the Amended LILCO Stock Option Agreement, as
further amended by the Amendment, KeySpan (and not Brooklyn Union)
will have the right, under certain circumstances, to exercise the
LILCO Option and, although the LILCO Option does not allow KeySpan
to purchase any shares of LILCO Common Stock pursuant thereto
Page 6 of 11 Pages<PAGE>
unless and until the conditions to exercise specified in the
Amended LILCO Stock Option Agreement occur, if such conditions are
satisfied and KeySpan becomes entitled to purchase shares of LILCO
Common Stock pursuant to the LILCO Option, KeySpan would be
entitled to purchase 23,981,964 shares of LILCO Common Stock, or
approximately 19.9% of the currently outstanding shares of LILCO
Common Stock before giving effect to the exercise of the LILCO
Option (or 16.6% of the currently outstanding shares of LILCO
Common Stock after giving effect to the exercise of the LILCO
Option) (based upon 120,780,792 shares of LILCO Common Stock
outstanding as of December 27, 1996, as represented by LILCO in
the Amended Exchange Agreement).
KeySpan does not have the right to acquire any shares of
LILCO Common Stock under the LILCO Option unless certain events
specified in the Amended LILCO Stock Option Agreement, as further
amended, occur. Accordingly, KeySpan does not have sole or shared
voting or dispositive power with respect to any shares of LILCO
Common Stock purchasable under the LILCO Option, and KeySpan
disclaims beneficial ownership of LILCO Common Stock subject to
the LILCO Option until such events occur. If the events occurred
that would enable KeySpan to exercise the LILCO Option and KeySpan
exercised the LILCO Option, KeySpan would have sole voting power
and sole dispositive power with respect to the shares of LILCO
Common Stock acquired pursuant to the LILCO Option.
The foregoing description of certain terms of the
Amended LILCO Stock Option Agreement is qualified in its entirety
by reference to the Amended LILCO Stock Option Agreement and to
the Amendment, a copy of each of which is filed as Exhibit 2.5 and
2.7, respectively, to this Schedule 13D and is incorporated herein
by this reference.
To the best of KeySpan's knowledge, no executive officer
or director of KeySpan beneficially owns any shares of LILCO
Common Stock, nor (except for the assignment by Brooklyn Union of
its rights and obligations under the Amended LILCO Stock Option
Agreement and the substitution of KeySpan for Brooklyn Union
thereunder) have any transactions in LILCO Common Stock been
effected during the past 60 days by KeySpan or, to the best
knowledge of KeySpan, by any executive officer or director of
KeySpan. In addition, no other person is known by KeySpan to have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities
covered by this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed as part of this Sched-
ule 13D:
Exhibit 2.1 -- Exchange Agreement, filed as Exhibit 2 to the
Current Report on Form 8-K of Brooklyn Union
Page 7 of 11 Pages<PAGE>
dated December 29, 1996, is hereby
incorporated by reference*
Exhibit 2.2 -- LILCO Stock Option Agreement*
Exhibit 2.3 -- Brooklyn Union Stock Option Agreement*
Exhibit 2.4 -- Amended Exchange Agreement*
Exhibit 2.5 -- Amended LILCO Stock Option Agreement*
Exhibit 2.6 -- Amended Brooklyn Union Stock Option Agreement*
Exhibit 2.7 -- Amendment
--------
* Filed previously.
Page 8 of 11 Pages<PAGE>
ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below are the name and present principal oc-
cupation of each director and executive officer of KeySpan Energy
Corporation as of September 29, 1997. The business address of
each such director and executive officer is c/o KeySpan Energy
Corporation, One MetroTech Center, Brooklyn, New York 11201-3851.
NAME PRINCIPAL OCCUPATION
DIRECTORS
OF KEYSPAN ENERGY CORPORATION:
Robert B. Catell Chairman, President and Chief
Executive Officer, KeySpan Energy
Corporation
Kenneth I. Chenault President and Chief Operating
Officer, American Express Company
Alan H. Fishman Managing Partner, Columbia
Financial Partners, L.P. (private
investment company)
Craig G. Matthews Executive Vice President - Utility
Division, KeySpan Energy
Corporation; President and Chief
Operating Officer, The Brooklyn
Union Gas Company
Edward D. Miller President and Chief Executive
Officer, The Equitable Companies
Inc.
Helmut W. Peter Retired Vice Chairman, The
Brooklyn Union Gas Company
James Q. Riordan Retired Vice Chairman and Chief
Financial Officer, Mobil Corp.
Page 9 of 11 Pages<PAGE>
EXECUTIVE OFFICERS
OF KEYSPAN ENERGY CORPORATION
(WHO ARE NOT DIRECTORS):
Vincent D. Enright Senior Vice President, Chief
Financial Officer and Chief
Accounting Officer
Maurice K. Shaw Senior Vice President -- Corporate
Affairs
David L. Phillips Senior Vice President -- Strategic
Planning and Corporate Development
William K. Feraudo Senior Vice President -- Energy
Marketing Group
Roger J. Walz Vice President and General Auditor
Robert R. Wieczorek Vice President, Secretary and
Treasurer
Jan C. Childress Vice President -- Investor
Relations
Anne C. Jordan Vice President -- Financial
Planning
Page 10 of 11 Pages<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
THE BROOKLYN UNION GAS COMPANY
By: /s/ Robert R. Wieczorek
Name: Robert R. Wieczorek
Title: Vice President, Secretary &
Treasurer
KEYSPAN ENERGY CORPORATION
By: /s/ Robert R. Wieczorek
Name: Robert R. Wieczorek
Title: Vice President, Secretary and
Treasurer
Dated: October 22, 1997
Page 11 of 11 Pages<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Exchange,
dated as of December 29, 1996,
among NYECO Corp., The Brooklyn
Union Gas Company and Long Island
Lighting Company, filed as Exhibit
2.1 to the Current Report on Form
8-K of The Brooklyn Union Gas
Company dated December 29, 1996,
is incorporated herein by reference.*
2.2 LILCO Stock Option Agreement, dated
as of December 29, 1996, between
The Brooklyn Union Gas Company and
Long Island Lighting Company.*
2.3 Brooklyn Union Stock Option Agreement,
dated as of December 29, 1996, between
The Brooklyn Union Gas Company and
Long Island Lighting Company.*
2.4 Amended and Restated Agreement and
Plan of Exchange and Merger between
The Brooklyn Union Gas Company and
Long Island Lighting Company, dated
as of June 26, 1997. Incorporated
herein by reference from Annex A to
the Joint Proxy Statement of Brooklyn
Union and LILCO and the Prospectus of
BL Holding Corp. and KeySpan Energy
Corporation, dated June 27, 1997,
included in the Registration
Statement on Form S-4 filed on June
30, 1997, as amended by Post
Effective Amendment No. 1, filed on
July 3, 1997.
2.5 Amended and Restated LILCO Stock
Option Agreement between The Brooklyn
Union Gas Company and Long Island
Lighting Company, dated as of June
26, 1997. Incorporated herein by
reference from Annex B to the Joint
Proxy Statement of Brooklyn Union and
LILCO and the Prospectus of BL
Holding Corp. and KeySpan Energy
Corporation, dated June 27, 1997,
included in the Registration
Statement on Form S-4 filed on June
30, 1997, as amended by Post<PAGE>
Effective Amendment No. 1, filed on
July 3, 1997.
2.6 Amended and Restated Brooklyn Union
Stock Option Agreement between Long
Island Lighting Company and The
Brooklyn Union Gas Company, dated as
of June 26, 1997. Incorporated
herein by reference from Annex C to
the Joint Proxy Statement of Brooklyn
Union and LILCO and the Prospectus of
BL Holding Corp. and KeySpan Energy
Corporation, dated June 27, 1997,
included in the Registration
Statement on Form S-4 filed on June
30, 1997, as amended by Post
Effective Amendment No. 1, filed on
July 3, 1997.
2.4 Amendment, Assignment and Assumption
Agreement, dated as of September 29, 1997,
between The Brooklyn Union Gas Company,
Long Island Lighting Company and KeySpan
Energy Corporation.
--------
* Filed previously.
AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT
This AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as
of September 29, 1997 (this "AMENDMENT"), by and among THE
BROOKLYN UNION GAS COMPANY, a New York corporation ("BROOKLYN
UNION"), LONG ISLAND LIGHTING COMPANY, a New York corporation
("LILCO"), and KEYSPAN ENERGY CORPORATION, a New York corporation
and, prior to the Effective Time (as defined herein), a wholly
owned subsidiary of Brooklyn Union ("KEYSPAN"), among other things
amends the following agreements:
A. the AMENDED AND RESTATED AGREEMENT AND PLAN OF EXCHANGE
AND MERGER, dated as of June 26, 1997 (the "MERGER
AGREEMENT"), by and between Brooklyn Union and LILCO;
B. the AMENDED AND RESTATED BROOKLYN UNION STOCK OPTION
AGREEMENT, dated as of June 26, 1997 (the "BROOKLYN
UNION OPTION AGREEMENT"); and
C. the AMENDED AND RESTATED LILCO STOCK OPTION AGREEMENT,
dated as of June 26, 1997 (the "LILCO OPTION AGREEMENT",
and together with the Merger Agreement and the Brooklyn
Union Option Agreement, the "AGREEMENTS").
WHEREAS, Brooklyn Union and LILCO have determined to engage
in a business combination as peer firms in a merger and a binding
share exchange and to form a holding company to manage their
combined businesses (the "COMPANY") and have entered into the
Agreements for such purpose; and
WHEREAS, contemporaneously herewith, KeySpan is acquiring all
the outstanding shares of common stock, par value $0.33 1/3 per
share ("BROOKLYN UNION COMMON STOCK"), of Brooklyn Union in a
binding share exchange under Section 913 of the New York Business
Corporation Law, in which each share of Brooklyn Union Common
Stock will be exchanged for one share of common stock of KeySpan,
par value $0.33 1/3 per share ("KEYSPAN COMMON STOCK"), with the
result that Brooklyn Union will become a wholly owned subsidiary
of KeySpan (such transaction, the "KEYSPAN RESTRUCTURING"); and
WHEREAS, pursuant to Section 10.7 of the Merger Agreement the
parties desire to provide for the assignment by Brooklyn Union to
KeySpan, and the assumption by KeySpan, of all of Brooklyn Union's
rights and obligations under the Agreements and to substitute
KeySpan for Brooklyn Union thereunder, effective upon the
effective time of the KeySpan Restructuring (the "EFFECTIVE
TIME").
NOW THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
Section 1. Definitions. Capitalized terms used herein and
not otherwise defined herein have the respective meanings given in
the Merger Agreement.
Section 2. Assumption of Liabilities and Obligations by
KeySpan. KeySpan agrees to assume, effective as of the Effective
Time, all liabilities and obligations of Brooklyn Union<PAGE>
under each of the Agreements, including, without limitation, the
obligation under the Brooklyn Union Option Agreement to issue
shares of KeySpan Common Stock in certain circumstances as set
forth therein.
Section 3. Substitution of KeySpan for Brooklyn Union. (a)
Each of the Agreements is hereby amended, effective as of the
Effective Time, such that KeySpan is substituted for Brooklyn
Union for all purposes under the Agreements and all references to
Brooklyn Union in the Agreements shall be deemed to refer to
KeySpan, except as provided in paragraph (c) below and except for
purposes of or references in Article IV, Section 7.2, Section 7.4,
and Section 7.6 and the reference to Brooklyn Union in Section 7.1
of the Merger Agreement.
(b) Each of the Agreements is hereby amended, effective
as of the Effective Time, such that Subsidiaries of KeySpan are
substituted for Brooklyn Union Subsidiaries for all purposes under
the Agreements and all references to Brooklyn Union Subsidiaries
in the Agreements shall be deemed to refer to Subsidiaries of
KeySpan, except as provided in paragraph (c) below and except for
purposes of or references in Article IV of the Merger Agreement.
(c) Section 8.2(b) of the Merger Agreement is hereby
amended and restated to read in its entirety as follows:
"(b) REPRESENTATIONS AND WARRANTIES. The
representations and warranties of Brooklyn Union set
forth in this Agreement and the Brooklyn Union Stock
Option Agreement shall be true and correct (i) on and as
of December 29, 1996 except for such failures of
representations or warranties to be true and correct
(without regard to any materiality qualifications
contained therein) which, individually or in the ag-
gregate, would not be reasonably likely to result in a
Brooklyn Union Material Adverse Effect and (ii) on and
as of the Closing Date with the same effect as though
such representations and warranties had been made with
respect to KeySpan instead of Brooklyn Union or with
respect to Subsidiaries of KeySpan instead of Brooklyn
Union Subsidiaries, as the case may be, on and as of the
Closing Date (except for representations and warranties
that expressly speak only as of a specific date or time
other than December 29, 1996 or the Closing Date which
need only be true and correct as of such date or time)
except for such failures of representations or
warranties to be true and correct (without regard to any
materiality qualifications contained therein) which,
individually or in the aggregate, would not be
reasonably likely to result in a material adverse effect
on the business, assets, financial condition, results of
operations or prospects of KeySpan and its subsidiaries
taken as a whole."
Section 4. Substitution of KeySpan Common Stock for Brooklyn
Union Common Stock. Each of the Agreements is hereby amended,
effective as of the Effective Time, such that KeySpan Common Stock
is substituted for Brooklyn Union Common Stock for all purposes
under the Agreements and all references to Brooklyn Union Common
Stock in the Agreements shall be deemed to refer to KeySpan Common
Stock, except for purposes of Article IV of the Merger Agreement.
Section 5. Acknowledgment of KeySpan Assumption and
Substitution. LILCO hereby acknowledges and confirms that,
effective as of the Effective Time, all of the liabilities,
obligations, benefits and rights of Brooklyn Union under the
Agreements shall inure to the benefit of KeySpan under those
Agreements.
2<PAGE>
Section 6. Counterparts. This Amendment may be executed in
one or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same
agreement.
IN WITNESS WHEREOF, Brooklyn Union, LILCO and KeySpan have
caused this Amendment to be signed by their respective officers
thereunto duly authorized as of the date first written above.
THE BROOKLYN UNION GAS COMPANY
By: /s/ Robert B. Catell
Robert B. Catell
Chief Executive Officer
LONG ISLAND LIGHTING COMPANY
By: /s/ William J. Catacosinos
Dr. William J. Catacosinos
Chief Executive Officer
KEYSPAN ENERGY CORPORATION
By: /s/ Robert B. Catell
Robert B. Catell
Chief Executive Officer
3
