UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
KEYSPAN ENERGY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.33 1/3 PER SHARE
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(Title of Class of Securities)
114259104
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(CUSIP Number)
LEONARD P. NOVELLO,
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
LONG ISLAND LIGHTING COMPANY
175 EAST OLD COUNTRY ROAD
HICKSVILLE, NEW YORK 11801
(516) 545-5162
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to
THOMAS E. CONSTANCE, ESQ.
KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 715-9100
OCTOBER 17, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Page 1 of 15 Pages
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CUSIP NO. 114259104 Page 2 of 15 Pages
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Long Island Lighting Company
11-1019782
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(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
7. SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8. SHARES VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARES DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,948,682 shares of Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.6%. Based upon
49,993,378 shares of Common Stock outstanding as of December 18, 1996,
as represented by Issuer, calculated pursuant to Rule 13d-3(d)(1) and
assuming, solely for purposes of such calculation, that the option to
purchase such shares has been exercised.
14. TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.33 1/3 per
share ("KeySpan Common Stock"), of KEYSPAN ENERGY CORPORATION, a New York
corporation ("KeySpan"), previously a wholly-owned subsidiary of The Brooklyn
Union Gas Company ("Brooklyn Union"), which became Brooklyn Union's parent
holding company in connection with a restructuring of Brooklyn Union into a
holding company format pursuant to a mandatory exchange of shares with KeySpan.
The principal executive offices of KeySpan are located at One Metrotech Center,
Brooklyn, New York 11201-3850.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Long Island Lighting Company, a New York
corporation ("LILCO"). LILCO supplies electric and gas service in Nassau and
Suffolk Counties and to the Rockaway Peninsula in Queens County, all on Long
Island, New York. LILCO's principal executive offices are located at 175 East
Old Country Road, Hicksville, New York 11801.
Each executive officer and each director of LILCO is a citizen of the
United States. The name, business address and present principal occupation of
each executive officer and director are set forth in Annex I to this Schedule
13D which is incorporated herein by this reference.
During the last five years, to the best of LILCO's knowledge, neither
LILCO nor 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
competent jurisdiction as a result of which LILCO or such person was or is
subject to a judgment, decree or final order enjoining future 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.
Pursuant to the Amended and Restated Brooklyn Union Stock Option
Agreement (the "Brooklyn Union Stock Option Agreement" and, as amended, the
"KeySpan Stock Option Agreement"), dated as of June 26, 1997, between Brooklyn
Union and LILCO, as amended by the Amendment, Assignment and Assumption
Agreement (the "Amendment"), dated as of September 29, 1997 by and among
Brooklyn Union, LILCO and KeySpan, which was signed by the parties thereto on
October 17, 1997, KeySpan granted LILCO an irrevocable option (the "KeySpan
Option") to purchase from KeySpan, under certain circumstances and subject to
certain adjustments, up to 9,948,682 authorized and unissued shares of KeySpan
Common Stock, at a price per share of $30.0375 (the
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"Purchase Price"), payable, at LILCO's option, (a) in cash or (b) subject to
KeySpan's having obtained the approvals of any governmental authority required
for KeySpan to acquire such shares of LILCO Common Stock (as defined below) from
KeySpan, in shares of Common Stock, par value $5.00 per share, of LILCO ("LILCO
Common Stock").
As of the date hereof, the KeySpan Option is not exercisable. The
shares of KeySpan Common Stock subject to the KeySpan Option would equal 19.9%
of the outstanding KeySpan Common Stock before giving effect to the exercise of
the KeySpan Option and 16.6% of the outstanding KeySpan Common Stock after
giving effect to the exercise of the KeySpan Option. Under certain
circumstances, LILCO may require KeySpan to, or KeySpan may be permitted to,
repurchase for cash the KeySpan Option and any shares of KeySpan Common Stock
acquired pursuant to the exercise of the KeySpan Option.
The KeySpan Option was originally granted by Brooklyn Union as a
condition of and in consideration for LILCO entering into the Agreement and Plan
of Exchange, by and among NYECO CORP., Brooklyn Union and LILCO, dated as of
December 29, 1996, which was amended and restated in the Amended and Restated
Agreement and Plan of Exchange and Merger between Brooklyn Union and LILCO dated
as of June 26, 1997 (as amended, the "Brooklyn Union/LILCO Agreement"), and the
LILCO Stock Option Agreement, by and between Brooklyn Union and LILCO, dated as
of December 29, 1996, which was amended and restated in the Amended and Restated
LILCO Stock Option Agreement between Brooklyn Union and LILCO dated as of June
26, 1997 (as amended, the "LILCO Stock Option Agreement").
The exercise of the KeySpan Option for the full number of shares
currently covered thereby would require aggregate funds of $298,833,535. It is
anticipated that, should the KeySpan Option become exercisable and should LILCO
determine to exercise the KeySpan Option for cash, LILCO would obtain the funds
from working capital or by borrowing from parties whose identity is not yet
known.
A copy of the Brooklyn Union/LILCO Agreement is included as Exhibit 2.2
to this Schedule 13D and is incorporated herein by this reference. A copy of the
LILCO Stock Option Agreement is included as Exhibit 2.3 to this Schedule 13D and
is incorporated herein by this reference. A copy of the Brooklyn Union Stock
Option Agreement is included as Exhibit 2.4 to this Schedule 13D and is
incorporated herein by this reference. A copy of the Amendment is included as
Exhibit 2.5 to this Schedule 13D and is incorporated herein by this reference.
The foregoing discussion of the Brooklyn Union/LILCO Agreement, the LILCO Stock
Option Agreement, the Brooklyn Union Stock Option Agreement and the Amendment
are qualified in their entirety by reference to such exhibits.
Page 4 of 15 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
In connection with the grant of the KeySpan Option, Brooklyn Union and
LILCO entered into the Brooklyn Union/LILCO Agreement, pursuant to which, among
other matters and subject to the terms and conditions set forth in the Brooklyn
Union/LILCO Agreement, each outstanding share of LILCO Common Stock will be
exchanged for .803 (the "Ratio") of a newly issued share of Common Stock, par
value $0.01 per share, of a holding company (the "Holding Company Common Stock")
and each outstanding share of KeySpan Common Stock will be exchanged for one
newly issued share of Holding Company Common Stock (collectively, the "Binding
Share Exchanges"). Also in connection with the grant of the KeySpan Option,
KeySpan and LILCO entered into the LILCO Stock Option Agreement, pursuant to
which LILCO granted KeySpan an irrevocable option (the "LILCO Option") to
purchase from LILCO, under certain circumstances and subject to certain
adjustments, up to 23,981,964 authorized and unissued shares of LILCO Common
Stock, at a price per share of $19.725, payable, at KeySpan's option, (a) in
cash or (b) subject to KeySpan's having obtained the approvals of any
governmental authority required for KeySpan to acquire such shares of LILCO
Common Stock from LILCO, in shares of LILCO Common Stock. The LILCO Option was
granted by LILCO as a condition of and in consideration for KeySpan entering
into the Brooklyn Union/LILCO Agreement and the KeySpan Stock Option Agreement.
The terms and conditions of the Brooklyn Union/LILCO Agreement are set
forth in the Joint Proxy Statement, a copy of which is included as Exhibit 2.1
to this Schedule 13D and is incorporated herein by this reference. The foregoing
discussion of the Brooklyn Union/LILCO Agreement is qualified in its entirety by
reference to such exhibit.
Except as set forth herein, LILCO does not have any current plans or
proposals that relate to or would result in (i) the acquisition by any person of
additional shares of KeySpan Common Stock or the disposition of shares of
KeySpan Common Stock; (ii) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving KeySpan or any of its
subsidiaries; (iii) a sale or transfer of any material amount of assets of
KeySpan or any of its subsidiaries; (iv) any change in the present board of
directors or management of KeySpan, including any plans or proposals to change
the number or term of directors or to fill any vacancies on the board; (v) any
material change in the present capitalization or dividend policy of KeySpan;
(vi) any other material change in KeySpan's business or corporate structure;
(vii) any change in KeySpan's Certificate of Incorporation or By-laws, or
instruments corresponding thereto, or other actions that may impede the
acquisition of control of KeySpan by any person; (viii) causing a class of
securities of KeySpan to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-
Page 5 of 15 Pages
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dealer quotation system of a registered national securities association; (ix) a
class of equity securities of KeySpan becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (x) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Although the KeySpan Option does not allow LILCO to purchase any shares
of KeySpan Common Stock pursuant thereto unless and until the conditions to
exercise specified in the KeySpan Stock Option Agreement occur, assuming for
purposes of this Item 5 that such conditions are satisfied and LILCO is entitled
to purchase shares of KeySpan Common Stock pursuant to the KeySpan Option, LILCO
would currently be entitled to purchase 9,948,682 shares of KeySpan Common
Stock, or approximately 19.9% of the currently outstanding KeySpan Common Stock
before giving effect to the exercise of the KeySpan Option and 16.6% of the
currently outstanding KeySpan Common Stock after giving effect to the exercise
of the KeySpan Option (based upon 49,993,378 shares of KeySpan Common Stock
outstanding as of December 18, 1996, as represented by KeySpan in the Brooklyn
Union/LILCO Agreement).
LILCO does not have the right to acquire any shares of KeySpan Common
Stock under the KeySpan Option unless certain events specified in the KeySpan
Stock Option Agreement occur. Accordingly, LILCO does not have sole or shared
voting or dispositive power with respect to any shares of KeySpan Common Stock
purchasable under the KeySpan Option, and LILCO disclaims beneficial ownership
of KeySpan Common Stock subject to the KeySpan Option until such events occur.
Assuming for purposes of this Item 5 that events occurred that would enable
LILCO to exercise the KeySpan Option and LILCO exercised the KeySpan Option,
LILCO would have sole voting power and sole dispositive power with respect to
the shares of KeySpan Common Stock acquired pursuant to the KeySpan Option.
The foregoing description of certain terms of the KeySpan Stock Option
Agreement is qualified in its entirety by reference to the Brooklyn Union Stock
Option Agreement which is filed as Exhibit 2.4 hereto and to the Amendment which
is filed as Exhibit 2.5 hereto and which are incorporated herein by this
reference.
To the best of LILCO's knowledge, no executive officer or director of
LILCO beneficially owns any shares of KeySpan Common Stock, nor (except for the
issuance of the KeySpan Option) have any transactions in KeySpan Common Stock
been effected during the past 60 days by LILCO or, to the best knowledge of
KeySpan, by any executive officer or director of LILCO. In addition, no other
person is known by LILCO to have the right to receive or the power to direct the
receipt of dividends from, or
Page 6 of 15 Pages
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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 Schedule 13D:
Exhibit 2.1 -- Joint Proxy Statement of The Brooklyn Union Gas Company and
Long Island Lighting Company and 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. (Incorporated herein by reference
from KeySpan Energy Corporation's Form S-4 Registration
Statement No. 333-30407)
Exhibit 2.2 -- 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 of Exhibit
2.1 hereto)
Exhibit 2.3 -- 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 of Exhibit 2.2 hereto)
Exhibit 2.4 -- 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 of Exhibit 2.2 hereto)
Exhibit 2.5 -- Amendment, Assignment and Assumption Agreement, dated as of
September 29, 1997 by and among Brooklyn Union, LILCO and
KeySpan.
Page 7 of 15 Pages
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ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below are the name and present principal occupation of each
director and executive officer of Long Island Lighting Company as of October 17,
1997. The business address of each such director and executive officer is c/o
Long Island Lighting Company, 175 East Old Country Road, Hicksville, New York
11801.
NAME PRINCIPAL OCCUPATION
DIRECTORS
OF LILCO:
A. James Barnes Dean, Indiana University
School of Public and
Environmental Affairs
George Bugliarello Chancellor, Polytechnic
University
Renso L. Caporali Senior Vice President of
Engineering and Business
Development, Raytheon
Company
Dr. William J. Catacosinos Chairman and Chief Executive
Officer, Long Island
Lighting Company
Peter O. Crisp Chairman, Venrock, Inc.
James T. Flynn President and Chief
Operating Officer, Long
Island Lighting Company
Vicki L. Fuller Senior Vice President,
Alliance Capital Management
Corporation
Katherine D. Ortega Former Treasurer of the
United States
Basil A. Paterson Partner, law firm of Meyer,
Suozzi, English and Klein,
P.C.
Richard L. Schmalensee Director, Massachusetts
Institute of Technology
Center for Energy and
Environmental Policy
Research
Page 8 of 15 Pages
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George J. Sideris Retired Senior Vice
President, Long Island
Lighting Company
John H. Talmage Partner, H.R. Talmage & Son
Farm
EXECUTIVE OFFICERS
OF LILCO
(WHO ARE NOT DIRECTORS):
Theodore A. Babcock Vice President and
Treasurer, Assistant
Corporate Secretary
Michael E. Bray Senior Vice President,
Electric Business Unit
Charles A. Daverio Vice President, Energy
Exchange Group
Jane A. Fernandez Vice President, Human
Resources
Joseph E. Fontana Vice President and
Controller
Robert X. Kelleher Senior Vice President, Human
Resources
Howard A. Kosel Vice President, Fossil
Production
John D. Leonard, Jr. Vice President, Special
Projects
Adam M. Madsen Senior Vice President,
Corporate & Strategic
Planning
Kathleen A. Marion Vice President, Corporate
Services and Corporate
Secretary
Brian R. McCaffrey Vice President,
Communications
Joseph W. McDonnell Senior Vice President,
Electric & Gas Marketing and
External Affairs
Leonard P. Novello Senior Vice President and
General Counsel
Anthony Nozzolillo Senior Vice President,
Finance and Chief Financial
Officer
Richard Reichler Vice President, Tax and
Benefits Planning and Deputy
General Counsel
Page 9 of 15 Pages
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William G. Schiffmacher Senior Vice President,
Customer Relations and
Information Systems
Werner J. Schweiger Vice President, Electric
Operations
Richard M. Siegel Vice President, Information
Systems and Technology
Robert B. Steger Senior Vice President, Gas
Business Unit
William E. Steiger, Jr. Vice President, Facilities
and Real Estate
Edward J. Youngling Senior Vice President,
Engineering & Construction
Page 10 of 15 Pages
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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.
LONG ISLAND LIGHTING COMPANY
By: /s/ Anthony Nozzolillo
-----------------------
Name: Anthony Nozzolillo
Title: Senior Vice President, Finance
and Chief Financial Officer
Dated: October 24, 1997
Page 11 of 15 Pages
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
2.1 Joint Proxy Statement of The Brooklyn Union Gas Company
and Long Island Lighting Company and 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.
(Incorporated herein by reference from KeySpan Energy
Corporation's Form S-4 Registration Statement No. 333-
30407)
2.2 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 of
Exhibit 2.1 hereto)
2.3 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 of
Exhibit 2.2 hereto)
2.4 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 of
Exhibit 2.2 hereto)
2.5 Amendment, Assignment and Assumption Agreement, dated
as of September 29, 1997 by and among Brooklyn Union,
LILCO and KeySpan.
Page 12 of 15 Pages
Exhibit 2.5
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").
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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 i. Definitions. Capitalized terms used herein and not otherwise
defined herein have the respective meanings given in the Merger Agreement.
Section ii. Assumption of Liabilities and Obligations by KeySpan.
KeySpan agrees to assume, effective as of the Effective Time, all liabilities
and obligations of Brooklyn Union 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 iii. 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 aggregate, 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
Page 14 of 15 Pages
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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 iv. 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 v. 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.
Section vi. Counterparts. This Amendment may be executed in one or more
counter- parts, 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
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
Page 15 of 15 Pages
