<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 1997
REGISTRATION NO. 333-30353
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
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. [_]
<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 BL 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
*24(c) --Certified Copy of Resolutions of Long Island Lighting
Company Board of Directors
99(a) --Proxy Card for Brooklyn Union
99(b) --Proxy Card for Long Island Lighting Company
</TABLE>
- -------------
* Filed herewith
<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 3rd day of
July, 1997.
THE BROOKLYN UNION GAS COMPANY
/s/ Vincent D. Enright
By___________________________________
Name: Vincent D. Enright
Title: Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on July 3,
1997 in the capacities indicated below.
SIGNATURE TITLE DATE
/s/ Robert B. Catell* Chairman of the July 3, 1997
_____________________________________ Board, Chief
Robert B. Catell Executive Officer
and Director
(Principal Executive
Officer)
/s/ Vincent D. Enright Senior Vice July 3, 1997
_____________________________________ President and Chief
Vincent D. Enright Financial Officer
(Principal Financial
Officer)
/s/ Richard M. Desmond* Vice President, July 3, 1997
_____________________________________ Comptroller and
Richard M. Desmond Chief Accounting
Officer (Principal
Accounting Officer)
/s/ Craig G. Matthews* President, Chief July 3, 1997
_____________________________________ Operating Officer
Craig G. Matthews and Director
<PAGE>
SIGNATURE TITLE DATE
/s/ Kenneth I. Chenault* Director July 3, 1997
_____________________________________
Kenneth I. Chenault
/s/ Andrea S. Christensen* Director July 3, 1997
_____________________________________
Andrea S. Christensen
/s/ Donald H. Elliott* Director July 3, 1997
_____________________________________
Donald H. Elliott
/s/ Alan H. Fishman* Director July 3, 1997
_____________________________________
Alan H. Fishman
/s/ James L. Larocca* Director July 3, 1997
_____________________________________
James L. Larocca
/s/ Edward D. Miller* Director July 3, 1997
_____________________________________
Edward D. Miller
/s/ James Q. Riordan* Director July 3, 1997
_____________________________________
James Q. Riordan
/s/ Charles Uribe* Director July 3, 1997
_____________________________________
Charles Uribe
* By /s/ Vincent D. Enright
--------------------------------
Vincent D. Enright, Attorney-in-Fact
<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 3RD 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 3, 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.
<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 3rd 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 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 3,
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
<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 BL 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
*24(c) --Certified Copy of Resolutions of Long Island Lighting
Company Board of Directors
99(a) --Proxy Card for Brooklyn Union
99(b) --Proxy Card for Long Island Lighting Company
</TABLE>
- ------------
*Filed herewith
<PAGE>
Exhibit 15
1345 Avenue of the Americas
New York, New York 10105
June 27, 1997
The Brooklyn Union Gas Company
One MetroTech Center
Brooklyn, New York 11201
Long Island Lighting Company
175 East Old Country Road
Hicksville, New York 11801
Gentlemen,
We are aware that KeySpan Energy Corporation, The Brooklyn Union Gas Company and
the Long Island Lighting Company have incorporated by reference in their
Registration Statement No. 333-30353 our reports dated January 24, 1997 and
April 23, 1997, covering the unaudited interim consolidated financial statements
for The Brooklyn Union Gas Company as of December 31, 1996, and March 31, 1997,
respectively. Pursuant to Regulation C of the Securities Act of 1933, these
reports are not considered a part of the registration statement prepared or
certified by our Firm or reports prepared or certified by our Firm within the
meaning of Section 7 and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
<PAGE>
Exhibit 23(b)
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 31, 1997, with respect to the financial
statements and schedule of Long Island Lighting Company included in its Annual
Report (Form 10-K/A Amendment No. 2) which is incorporated by reference in the
Joint Proxy Statement of Long Island Lighting Company and The Brooklyn Union Gas
Company that is made a part of: 1) the Registration Statement (Form S-4 No. 333-
30353) and related Prospectus of Long Island Lighting Company and The Brooklyn
Union Gas Company for the registration of 173,048,739 shares of BL Holding Corp.
Common Stock and 14,520,000 shares of BL Holding Corp. Series AA Preferred
Stock, and 2) the Registration Statement (Form S-4 No. 333-30407) and related
Prospectus of KeySpan Energy Corporation for the registration of 51,864,212
shares of KeySpan Energy Corporation Common Stock.
ERNST & YOUNG LLP
Melville, New York
June 27, 1997
<PAGE>
Exhibit 24(c)
FORM S-4
Registration Statement
LONG ISLAND LIGHTING COMPANY
I, KATHLEEN A. MARION, Corporate Secretary of LONG ISLAND LIGHTING
COMPANY (the "Company"), a New York corporation, DO HEREBY CERTIFY that annexed
hereto is a true, correct and complete copy of the resolution adopted at a
meeting of the Board of Directors of the Company duly called and held on
February 5, 1997, at which meeting a quorum was present and acting throughout.
AND I DO FURTHER CERTIFY that the foregoing resolution has not been in
any way amended, annulled, rescinded or revoked and that the same is still in
full force and effect.
WITNESS my hand and the seal of the Company this 25th day of June,
1997.
/s/ Kathleen A. Marion
-----------------------
KATHLEEN A. MARION
Corporate Secretary
(Corporate Seal)
<PAGE>
LONG ISLAND LIGHTING COMPANY
(Resolution adopted on February 5, 1997)
"RESOLVED, that
1. the proper officers of this Company are authorized to execute and
file with the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, the Joint Proxy Statement/Prospectus, as prescribed by
said Commission pursuant to said Act and the rules and regulations promulgated
thereunder, substantially in the form submitted to each of the directors with
such additional changes therein as counsel for the Company shall approve;
2. the proper officers of this Company are hereby authorized to make
any payments and do any acts and things, including the execution and filing of
any amendment to said Joint Proxy Statement/Prospectus as they may deem
necessary or desirable to effect such filing; and the Corporate Secretary or any
Assistant Corporate Secretary, or any other officer of this Company, is hereby
authorized to certify and deliver to the Securities and Exchange Commission
copies of this resolution as evidence of such powers."
