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
LONG ISLAND LIGHTING COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number 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 amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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<PAGE>
(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0- 11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
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)
(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------
<PAGE>
(5) Total fee paid:
------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0- 11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------
(4) Date Filed:
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<PAGE>
LOGO Long Island Lighting Company
175 East Old Country Road, Hicksville, NY 11801
June 30, 1997
Dear Shareholder:
LILCO's agreement with the Long Island Power Authority (LIPA) must be
approved by the state leadership in Albany, and it is expected to be taken up by
them in the next few days.
We urge you to call your state assembly representative, XXXXXXX XXXXXXXX
today at XXX-XXXX and leave a message that you are counting on him/her to get
the plan approved.
The plan is expected to lower electric rates for Long Islanders by 17
percent on average by taking advantage of LIPA's tax-exempt status to refinance
debt. It also settles a $1.2 billion tax judgment and other pending tax cases
without any increases in property taxes.
We strongly believe this transaction is in the best interests of our
customers and shareholders, and hope you will take a few moments out of your day
to help get this plan approved.
Please call your assembly representative today.
Sincerely,
/s/ Theodore A. Babcock
Vice President, Treasurer
<PAGE>
LOGO Long Island Lighting Company
175 East Old Country Road, Hicksville, NY 11801
July 8, 1997
Dear Shareholder:
Recently, you should have received a proxy statement/prospectus setting
forth details about two important transactions, that as LILCO shareholders, you
are being asked to approve at Long Island Lighting Company's August 7th Annual
Meeting.
The first proposal relates to the combination of LILCO with Brooklyn Union
Gas Company to form a new holding company (the "Brooklyn Union/LILCO
Transaction").
The second proposal (the "LIPA Transaction") involves the sale to the Long
Island Power Authority, of LILCO's electric transmission and distribution
system, its electric regulatory assets and its 18% share in the Nine Mile Point
Two nuclear power plant through a stock transaction.
With the LIPA Transaction, LILCO shareholders would own 68% of the new
holding company.
Your Board believes the combined company resulting from these transactions
should provide significant benefits to shareholders and customers, including:
GREATER FINANCIAL AND OPERATIONAL RESOURCES, which should create a stronger
competitor in an evolving energy marketplace.
SIGNIFICANT UPSIDE POTENTIAL FOR SHAREHOLDERS in the ability of the combined
company to provide energy products and related services to major market
areas.
GREATER FLEXIBILITY IN FINANCING AND CONDUCTING NON-REGULATED OPERATIONS,
positioning the combined company to take advantage of new opportunities in
the increasingly competitive energy industry.
A MORE EXTENSIVE PORTFOLIO OF ENERGY PRODUCTS than either company can
provide currently.
LOWER RATES for customers of both LILCO and Brooklyn Union Gas.
Your Board of Directors believes that the Brooklyn Union/LILCO Transaction
and the LIPA Transaction are in the best interests of all LILCO shareholders,
and unanimously recommends a vote FOR each proposal.
YOUR VOTE is important, regardless of the number of shares you own. SINCE
A FAILURE TO VOTE HAS THE SAME EFFECT AS A VOTE AGAINST EACH OF THESE PROPOSED
TRANSACTIONS, IN ORDER TO SUPPORT THESE IMPORTANT TRANSACTIONS YOU MUST RETURN
YOUR PROXY. Please mark, sign, date and mail the enclosed proxy card at your
earliest convenience.
Please do not send in your LILCO stock certificates with your proxy card.
Following the receipt of all approvals necessary to consummate these
transactions, you will be sent additional material explaining how to exchange
your LILCO stock certificates for shares in the new holding company. YOUR PROXY
CARD IS THE ONLY ITEM YOU SHOULD RETURN AT THIS TIME.
Your Board is extremely pleased to present this unique opportunity to
LILCO shareholders. We look forward to your support and to serving your
interests in the future.
Thank you.
On behalf of the Board of Directors,
Sincerely,
/s/ William J. Catacosinos
Chairman and Chief Executive Officer
