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As filed with the Securities and Exchange Commission on April 22, 1997
Registration No.333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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LONG ISLAND LIGHTING COMPANY
(Exact name of registrant as specified in its charter)
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New York 11-1019782
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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175 East Old Country Road, Hicksville, New York 11801
516-755-6650
(Address and telephone number of principal executive offices)
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ANTHONY NOZZOLILLO, Senior Vice President and Chief Financial Officer
LONG ISLAND LIGHTING COMPANY
175 East Old Country Road
Hicksville, New York 11801
516-755-6650
(Names, address and telephone number of agents for service)
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Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /x/
<TABLE>
CALCULATION OF REGISTRATION FEE
-------------------------------
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of To Be Offering Price Aggregate Registration
Securities To Be Registered Registered Per Unit* Offering Price* Fee
- --------------------------- ---------- --------- --------------- ---
<S> <C> <C> <C> <C>
Common Stock, par value 1,000,000 $23 1/2 $23 1/2 $7,121
$5 per share Shares
============================= ============= ================ ================= ==============
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c), on the basis of the average of the high and low prices of the
registrant's Common Stock as reported on the New York Stock Exchange composite
tape on April 1, 1997.
The prospectus included in this Registration Statement is a combined
prospectus as permitted by Rule 429 under the Securities Act of 1933 and
includes as of March 10, 1997, 2,524,155 shares of Common Stock previously
registered and unissued under Registration Statement No. 2-87427.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS ( LOGO)
LONG ISLAND LIGHTING COMPANY
INVESTOR COMMON STOCK PLAN
Long Island Lighting Company ("LILCO" or the "Company"), as a service to
registered shareholders of its common and non-convertible preferred stock
("Company Stock"), customers, and other investors, hereby offers an Investor
Common Stock Plan (the "Plan"). The Plan is designed to provide such individuals
with a convenient and inexpensive way to purchase and sell shares of LILCO
Common Stock, par value $5 per share ("Common Stock") and to reinvest all or a
portion of their cash dividends in additional shares of Common Stock. The
investors participating in the Plan ("Participants") will be charged modest fees
for certain services and transactions. (See "Summary of Plan Services and Fees
to Participants".)
Participants in the Plan may:
o Begin participation by making an initial investment of at least $250 but
not more than $150,000, the annual maximum investment. Persons not
currently owning Company Stock will be charged a one-time enrollment fee
of $7.50.
o Purchase additional shares of Common Stock automatically by reinvesting
all or a portion of their cash dividends. Dividend payments not reinvested
will be paid to Participants by check or will be deposited electronically
upon request.
o Purchase additional shares of Common Stock by making optional cash
investments on a monthly basis by check or electronic transfer in amounts
of at least $50 per month but not more than $150,000 per year.
o Deposit their Common Stock certificates into the Plan for safekeeping
free of charge.
o Request the issuance of a certificate, or transfer to another participant
all or a portion of their Plan shares free of charge. Certificates will
only be issued in whole share amounts.
o Sell Plan shares by providing written instructions to the Plan
Administrator or by using the automated telephone sales feature. The
Participant will be charged a sales fee of $5.00 for each sales
transaction and a brokerage commission of $0.05 per share sold.
o Beneficial owners of Company Stock whose shares are registered in the
names of brokers or bank nominees (i.e. held in "street name"), may
participate only in the dividend reinvestment feature of the Plan by
making arrangements with their brokers/banks to participate on such
beneficial owner's behalf.
This Prospectus relates to approximately 3,524,155 shares of the Company's
Common Stock available for purchase under the Plan.
This Plan will fully supersede and replace the Company's Automatic Dividend
Reinvestment Plan (the "ADRP"). It is currently expected that the transition
from the ADRP to the Plan will be complete by June 1, 1997. Participants in the
ADRP will automatically continue in this Plan unless they elect not to do so.
The sales fee of $3.00 under the ADRP has been adjusted to $5.00 under the Plan.
However, the $3.00 fee will remain in effect until June 30, 1997. It is
suggested that this Prospectus be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
ANY SUCH COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-----------------
The date of this Prospectus is April ___, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "SEC"). Information as of particular dates concerning Directors
and Officers of the Company, their remuneration and any material interest of
such persons in transactions with the Company is disclosed in proxy statements
distributed to shareholders of the Company and filed with the SEC. Such reports,
proxy statements and other information can be inspected and copied at the public
reference facilities of the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the SEC's regional offices at 500 West Madison
Street, Chicago, Illinois 60661 and at 7 World Trade Center, New York, New York
10048. Copies of such material can also be obtained at prescribed rates from the
Public Reference Section of the SEC at its principal office. The SEC maintains a
Web site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding the Company. In addition, certain
securities of the Company are listed on the New York Stock Exchange and the
Pacific Stock Exchange where reports, proxy statements and other information
concerning the Company may be inspected.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents heretofore filed with the SEC pursuant to the Exchange Act:
1. The Company's annual report on Form 10-K for the year ended
December 31, 1996.
2. The Company's Form 8-K dated February 25, 1997.
3. The Company's Form 8-K dated March 20, 1997.
4. The Company's Form 8-K/A dated March 24, 1997.
5. The Company's Form 8-K dated April 11, 1997.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any or all of the documents and exhibits
referred to above which have been or may be incorporated by reference in this
Prospectus. Exhibits not specifically incorporated herein by reference will be
furnished upon payment of 25 cents per page. Requests for such copies should be
directed to Investor Relations, Long Island Lighting Company, 175 East Old
Country Road, Hicksville, New York 11801, telephone number (516) 545-4914.
2
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THE COMPANY
The Company supplies electric and gas service in Nassau and Suffolk
Counties and to the Rockaway Peninsula in Queens County, all on Long Island, New
York. The principal executive offices of the Company are located at 175 East Old
Country Road, Hicksville, New York 11801 and the general telephone number is
(516) 755-6650.
For information regarding proposed transactions involving the Company, The
Brooklyn Union Gas Company and the Long Island Power Authority (a corporate
agency of the State of New York), reference is made to the documents
incorporated by reference in this Prospectus.
USE OF PROCEEDS
The Plan provides for, and the Company currently contemplates, the
issuance of Common Stock directly from the Company either from shares held in
the Company's treasury or as newly issued shares. The Plan also provides for the
purchase of Common Stock on the open market by an agent independent of the
Company. To the extent that shares of Common Stock are purchased directly from
the Company, the net proceeds are expected to be used for general corporate
purposes. The Company cannot estimate the number of shares of common stock that
the Company will sell through the Plan or the prices at which such shares will
be sold. Should Plan shares be purchased on the open market, the Company will
not receive any of the proceeds from the sale of such shares. The Company does
not expect to change the source of Plan shares frequently and will not do so
more than once in any three month period or such other period of time as may be
permitted under future SEC regulations.
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DESCRIPTION OF THE PLAN
The following is a question and answer explanation of the Plan and of the
terms and conditions under which participants may purchase and sell shares of
LILCO Common Stock.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide registered shareholders of LILCO's
Common and Non-Convertible Preferred Stock, customers and other investors a
simple, convenient and economical way to accumulate and increase their
investment in LILCO Common Stock and to reinvest all or a portion of their cash
dividends in additional shares of LILCO Common Stock. The Plan also provides
Participants with an economical method to sell shares of LILCO Common Stock.
Advantages and Disadvantages
2. What are the Advantages of the Plan?
The advantages of the Plan are as follows:
o Direct Purchase of Initial Shares: Persons not presently owning
shares of Company Stock may enroll in the Plan by making an initial
investment of at least $250 but not more than $150,000. Persons not
currently owning Company Stock will be charged a one-time enrollment
fee of $7.50.
o Reinvestment of Dividends: Participants may purchase additional
shares of Common Stock automatically by reinvesting all or a portion
of their cash dividends on or after the applicable payment date
("Dividend Payment Date"). Dividend payments not reinvested will be
paid to Participants by check or will be deposited electronically
upon request.
o Direct Purchase of Common Stock through Optional Cash Investments:
Participants may purchase additional shares of Common Stock on a
monthly basis by making optional cash investments by check or
electronic transfer in amounts of at least $50 per month, with a
maximum allowable investment of $150,000 per year. Participants may
elect not to reinvest their cash dividends and purchase additional
shares of Common Stock through optional cash investments only.
o Certificate Safekeeping: The Plan offers a "safekeeping" service
free of charge, whereby shareholders of record may deposit their
Common Stock certificates with the Plan Administrator and have these
shares credited to their Plan account. This feature prevents stock
certificate loss, theft or destruction. Since deposited shares
become Plan shares, they may be transferred or sold through the Plan
in a convenient and economical manner.
o Reduced Fees: Fees charged to the Participant are usually less
than if the individual investor purchased or sold shares outside
of the Plan through a broker. (See "Summary of Plan Services and
Fees to Participants".)
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o Certificates/Transfer of Shares: Participants may request the
issuance of a certificate or transfer to another participant all or
a portion of their Plan shares free of charge. Certificates will
only be issued in whole share amounts.
o Convenient, Inexpensive Sale of Shares: Participants may sell Plan
shares by providing written instructions to the Plan Administrator
or by using the automated telephone sales feature. The Participant
will be charged a sales fee of $5.00 for each sales transaction and
a brokerage commission of $0.05 per share sold.
o Simplified Recordkeeping: Participants are furnished an acknowledge-
ment after each purchase or sale, quarterly statements and cumula-
tive year-end statements of their Plan Accounts, providing a simpli-
fied method of recordkeeping.
3. What are the Disadvantages of the Plan?
The disadvantages of the Plan are as follows:
o No Interest Paid on Funds Pending Investment: No interest is paid on
dividends or optional cash investments held by the Plan Administra-
tor pending investment or reinvestment.
o Purchase/Sale Price Determination: Participants have no control over
the share price or the timing of the sale or purchase of Plan
shares. Participants cannot designate a specific price or a specific
date at which to sell or purchase Common Stock. In addition,
Participants will not know the exact number of shares purchased
until the Investment Date.
Administration
4. Who Administers the Plan?
The Bank of New York, the Company's Transfer Agent, or such successor
administrator as LILCO may designate (the "Plan Administrator") administers the
Plan, determines the timing of purchases on the open market, holds shares of
Common Stock acquired under the Plan, maintains records and sends statements of
account activity to Participants. Any open market purchases and sales on behalf
of the Participants shall be made by the Plan Administrator through BNY
Brokerage, Inc. ("BNYB"), a full-service brokerage firm and wholly owned
subsidiary of The Bank of New York Company, Inc. BNYB receives brokerage
commissions for related open market transactions, paid by the Plan Participant
(See "Summary of Plan Services and Fees")
5. Who should I contact with questions regarding the Plan and its
administration?
You may contact the Plan Administrator with questions concerning the Plan
by calling their toll free number, 1-800-524-4458 or by writing to:
The Bank of New York
Shareholder Services Department
Church Street Station
P. O. Box 11258
New York, New York 10286-1258
Please include Long Island Lighting Company on all
inquiries/correspondence and provide your Plan account number and/or social
security number.
6. Where do I send my written instructions for transactions such as
optional cash investments, sales, account termination, transfers and certificate
issuance (withdrawal)?
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Participants are encouraged to use the bottom tear-off portion of their
statements to provide the Plan Administrator with their instructions
accordingly. You may send your written instructions to:
The Bank of New York
Dividend Reinvestment Department
P. O. Box 1958
Newark, New Jersey 07101-9774
Eligibility
7. Who is eligible to participate in the Plan?
Any person or entity is eligible to join the Plan, provided that (a) such
person or entity fulfills the prerequisites for participation described under
"Enrollment Procedures", and (b) in the case of citizens or residents of a
country other than the United States, its territories and possessions,
participation would not violate local laws applicable to the Company, the Plan
and the Participant.
The Plan Administrator will furnish a Plan Prospectus, the appropriate
Authorization Form and enrollment information at any time upon request.
Enrollment Procedures
8. How does an individual become a Participant?
o Existing Participants in the Company's ADRP will automatically be
Participants in the Plan and need to do nothing to continue such
participation. However, any Participant who wishes to change his or
her participation in any way, must submit a new Plan Authorization
Form.
o The Company's Common and/or Non-Convertible Preferred Shareholders
of Record ("Shareholders of Record") need only to complete a Plan
Authorization Form to enroll in the Plan to become a Participant.
Shareholders of Record are not required to submit a minimum initial
investment or pay an enrollment fee to enroll in the Plan.
o Persons Not Currently Owning Company Stock may enroll in the Plan by
completing a Plan Authorization Form and returning the completed
Form to the Plan Administrator, along with payment of the one-time
Enrollment Fee of $7.50 plus payment of an Initial Investment of at
least $250 but not more than $150,000. The payment must be in the
form of a check or money order, made payable to "The Bank of New
York - LILCO". PLEASE DO NOT SEND CASH.
o Beneficial Owners of Company Stock, whose shares are registered in
the names of brokers or bank nominees (i.e. held in "street name"),
may participate only in the dividend reinvestment feature of the
Plan by making arrangements with their brokers/banks to participate
on their behalf. Please note that such participation is outside the
terms and conditions of the Plan, including any fees the broker/bank
nominee may charge the beneficial owner for executing reinvestment
transactions. The investor remains a beneficial owner and must rely
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on their brokers/bank nominees for all recordkeeping services. A
beneficial owner may become a direct Plan Participant by having
shares transferred into his or her own name, becoming a Shareholder
of Record and completing a Plan Authorization Form, or by following
the same enrollment procedure for "Persons Not Currently Owning
Company Stock".
9. What Investment Options are available to Participants?
Each Participant must elect one of the following Investment Options on the
Plan Authorization Form:
o Full Dividend Reinvestment - All cash dividends on all certificated
and Plan shares of Company Stock will be automatically reinvested to
purchase additional shares of Common Stock.
o Partial Dividend Reinvestment - Participants will receive cash divi-
dends on a specified number of shares of Company Stock and automa-
tically have the cash dividends on the remainder of their shares re-
invested to purchase additional shares of Common Stock. Partici-
pants electing partial reinvestment of cash dividends must
designate the number of whole Plan shares and/or certificated shares
for which they choose to receive cash dividends. Cash dividends are
sent to Participants by check or, upon request, are deposited
electronically into the Participant's bank account.
o Optional Cash Investments Only - Participants will receive cash
dividends on all their certificated and Plan shares of Company
Common Stock, and only Optional Cash Investments are applied toward
the purchase of additional shares of Common Stock. Shares purchased
with Optional Cash Investments are held in the Participant's Plan
account unless otherwise directed, and dividends paid on such shares
are paid by check or, upon request, are deposited electronically
into the Participant's bank account.
The Investment Option elected by the Plan Participant remains in effect
until the Participant changes his or her Investment Option by completing a new
Plan Authorization Form (See the answer to Question 10 below).
For more information on the electronic deposit of dividends, please
contact the Plan Administrator.
10. May Participants change their Investment Option?
Yes. The Investment Option may be changed by completing a new Plan
Authorization Form and returning it to the Plan Administrator. For the change to
be effective with respect to a particular dividend payment, the Plan
Administrator must receive the new Plan Authorization Form on or before the
applicable record date for the dividend payment.
11. When are Dividends Reinvested?
Cash dividends will be reinvested on or as soon as practicable after the
applicable Dividend Payment Date ("Dividend Investment Date"). If the Plan
Administrator receives the completed Plan Authorization Form prior to or on the
applicable record date for the dividend payment, dividends will be reinvested
according to the Participant's instructions on that
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Dividend Payment Date. If the Plan Administrator receives the completed Plan
Authorization Form after the applicable dividend record date, the elected
Investment Option will not be effective until the next dividend record and
payment dates.
12. When will shares purchased with Reinvested Dividends be entitled to
receive dividends?
Shares purchased with reinvested dividends will be entitled to dividends
on the Dividend Payment Date following the purchase of such shares.
Initial Investments and Optional Cash Investments
13. How are Initial Investments made?
To enroll in the Plan and become a Participant, Persons who do not
currently own Company Stock are required to make an Initial Investment of at
least $250 but not more than $150,000. Payment must be in the form of a check or
money order made payable to, "The Bank of New York - LILCO", and must be
accompanied by a completed Plan Authorization Form. The payment of a one-time
enrollment fee of $7.50 is also required.
14. How does the Optional Cash Investment feature work?
All Plan Participants may purchase additional shares of Common Stock by
making Optional Cash Investments. The minimum Optional Cash Investment amount is
$50 per payment, with a maximum amount of $150,000 per year. Optional Cash
Investments must be in the form of a check or money order made payable to, "The
Bank of New York - LILCO", or Participants may elect to authorize automatic
monthly electronic fund transfers (EFT) from their bank accounts. To obtain the
proper EFT Authorization Form, please contact the Plan Administrator. Checks for
Optional Cash Investments should be accompanied by the tear-off stub that is
attached to a Participant's statement. Third party checks will not be accepted
and will be returned to the sender. No interest will be paid on any cash
investments pending investment by the Plan Administrator.
Optional Cash Investments through EFTs are deducted monthly from the
Participant's designated bank account on the 25th day of each month, or if such
date is not a business day, the deduction will be made on the preceding business
day. The Plan Administrator will make the authorized deduction from any
financial institution that participates in the Automated Clearing House (ACH)
system. Amounts received electronically by the Plan Administrator will be
invested on the next Optional Cash Investment Date (defined in the answer to
Question 15). The monthly electronic transfer of funds will continue until
terminated or changed by the Participant. Such changes should be sent to the
Plan Administrator at least 20 days prior to the 25th of the month.
Brokers or bank nominees participating on behalf of beneficial owners may
only utilize the dividend reinvestment feature of the Plan and cannot utilize
the Optional Cash Investment feature. If a beneficial owner wishes to
participate in the Optional Cash Investment feature of the Plan, he or she must
first become a Shareholder of Record or make an Initial Investment to directly
enroll in the Plan.
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15. When will Optional Cash Investments be invested?
Optional Cash Investments must be received by the Plan Administrator not
less than three days prior to the end of a month (the "Optional Cash Investment
Date"). Optional Cash Investments will be invested on a monthly basis, as soon
as practicable after the Optional Cash Investment Date. Optional Cash
Investments not invested in Common Stock within 35 days of receipt will be
returned to Participants.
Common Stock Purchases
16. What is the source of Common Stock purchased under the Plan?
Shares of Common Stock will be purchased either on the open market or
directly from the Company, from shares held in the Company's treasury or as
newly issued shares or a combination of the foregoing.
17. How is the purchase price of the Common Stock determined?
The purchase price of Common Stock purchased on the open market will be
100% of the weighted average price of all shares purchased during the applicable
investment period, adjusted to include brokerage commissions. Open market
purchases are expected to be made through BNYB. A Plan Participant will have the
applicable commissions deducted from the funds used to purchase shares acquired
under the Plan (see "Summary of Plan Services and Fees to Participants").
The purchase price of Common Stock purchased directly from the Company
will be 100% of the average of the high and low prices of the Common Stock
reported on the New York Stock Exchange Composite Transactions on the relevant
Dividend or Optional Cash Investment Date.
18. How many shares of Common Stock will be purchased for Participants?
The number of shares purchased for a Participant will be equal to the
amount of the Participant's Optional Cash Investments, if any, plus dividends
available for reinvestment, or the Initial Investment received by the Plan
Administrator during the investment period, divided by the purchase price of the
shares. The Participant's account will be credited with the number of shares,
including fractional shares computed to four decimal places, equal to the total
amount invested.
The Participant cannot request the purchase of a specific number of shares
nor can he or she request that the purchase be made at a specific price nor on a
specific date.
Stock Certificates and Safekeeping
19. Will certificates be issued for shares of Common Stock purchased
through the Plan?
No. Normally, certificates for shares of Common Stock purchased through
the Plan will not be issued to Participants, but are held by the Plan
Administrator or its nominee on behalf of the Participant. The number of shares
of Common Stock credited to a Participant's Plan account will be shown on the
Participant's account statement.
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A Participant may request the issuance of a certificate for all or a
portion of Plan shares in his or her account. To request a certificate, the
Participant should fill out and sign the request form located on the bottom of
his or her account statement, or call the Plan Administrator for instructions.
Certificates can only be issued on whole share amounts and not on fractional
shares. There is no fee charged to the Participant for this service.
Certificate issuance of Plan shares will not constitute termination of
Plan participation, unless otherwise specified by the Participant. However, if
the Participant withdraws all of his or her Plan shares, the account will
automatically be terminated. The account may also be terminated by the Plan
Administrator upon written notice to the Participant, if there is less than one
share remaining in the Participant's Plan account and the Participant is not a
Registered Shareholder of any other shares of Company Stock for which dividends
have been designated for Plan reinvestment.
20. What is the Safekeeping feature of the Plan and how does it work?
At the time of enrollment into the Plan, or any time thereafter,
Participants may elect to use the Plan's Safekeeping service to deposit with the
Plan Administrator certificates of Common Stock registered in the name of the
Participant. The shares represented by such certificates will be deposited or
credited to the Plan account of the Participant and will be treated in the same
manner as shares purchased through the Plan.
By using the Plan's Safekeeping service, Participants no longer bear the
risk associated with loss, theft or destruction of stock certificates. Also,
because shares deposited with the Plan Administrator are treated in the same
manner as shares purchased through the Plan, they may be transferred or sold
through the Plan in a convenient and economical manner.
Participants who wish to deposit their Common Stock certificates with the
Plan Administrator should send them via registered mail, or certified mail with
return receipt requested. The stock certificates should not be endorsed.
Sale of Shares
21. How may Participants sell their Plan shares?
Participants may instruct the Plan Administrator to sell any or all of
their Plan shares at any time by completing and signing the appropriate
instruction form. The instruction form is a tear-off stub located at the bottom
of the Participant's account statement. The Participant should indicate on the
form the number of shares to be sold and the form must be signed by all account
owners. The completed form must then be mailed back to the Plan Administrator
for processing. The Participant may also call the Plan Administrator's toll-free
number to obtain a "PIN" number which will allow the Participant to sell Plan
shares over the telephone. All Plan shares, including shares deposited for
safekeeping, may be sold using either method. Shares held outside the Plan may
not be sold through the Plan.
Participants selling or withdrawing all of their shares from the Plan
automatically terminate their participation in the Plan. To re-enroll in the
Plan, the person must fulfill the prerequisites for participation described
under "Enrollment Procedures" and submit a new Plan Authorization Form.
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22. How is the sale price of Plan shares determined?
The Plan Administrator aggregates all requests to sell shares and then
sells the total share amount on the open market through BNYB. Shares are sold at
least weekly, and depending on volume, as frequently as daily. The selling price
will not be known until the sale is completed and is based on the weighted
average of all shares sold during the selling period, adjusted to exclude
brokerage commissions. Following the sale, a check will be issued payable to the
account owner(s) for the net cash proceeds of the sale after a service fee of
$5.00 and brokerage commissions are deducted (see "Summary of Plan Services and
Fees to Participants"). The Plan Administrator has full discretion in all
matters related to the sale, including the time of sale and sale price.
Participants cannot specify a price at which to sell their Plan shares.
Participants should be aware that the Common Stock price may rise or fall
during the period between a request for sale, its receipt by the Plan
Administrator and the ultimate sale on the open market. Instructions sent to the
Plan Administrator to sell shares are irrevocable and may not be rescinded.
Transfer of Shares
23. May Participants assign or transfer all or a part of their Plan shares
to another person?
Participants may change ownership of all or part of their Plan shares
through a gift, sale or otherwise at any time. The Participant must contact the
Plan Administrator to obtain the proper instructions to enact the transfer.
Requests for transfer are subject to the same requirements as for the transfer
of Common Stock certificates, including the requirement of a Medallion signature
guarantee.
24. If Plan shares are transferred to another person, will the Plan
Administrator issue a stock certificate to the transferee?
Transfers can be made from Plan account to Plan account (book-to-book
transfers) or if the Participant so requests, a stock certificate can be issued
to the transferee. The current Participant should contact the Plan Administrator
for full details on how to enact the transfer.
For book-to-book transfers that involve the establishment of a new Plan
account, a new Plan Authorization Form must be completed by the transferee. The
completed Form must be returned to the Plan Administrator, along with written
instructions signed by the current Participant, indicating the number of shares
to be transferred to the new Participant. The current Participant's signature
must be guaranteed by a bank, broker or financial institution that is a member
of the Signature Guarantee Medallion program.
Termination of Plan Participation
25. How may a Participant terminate participation in the Plan?
Participants may terminate participation in the Plan either by selling all
the shares in their Plan account or by having a certificate issued for a
specific number of whole shares in their Plan account and selling the fractional
share balance. Certificates cannot be issued for fractional share amounts.
To terminate Plan participation, Participants should complete and sign the
appropriate instruction form. The instruction form is a tear-off stub located at
the bottom of the Participant's account statement. Participants should indicate
on the form that they are terminating their
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account and indicate whether they wish to receive a stock certificate or sell
all their shares. The form must be signed by all account owners and returned to
the Plan Administrator for processing.
A Plan account may also be terminated by the Plan Administrator upon
written notice to the Participant, if there is less than one whole share
remaining in the Participant's Plan account and the Participant is not a
Registered Shareholder of any other shares of Company Stock for which dividends
have been designated for Plan reinvestment.
26. Are there any Fees Charged to Plan Participants?
If Plan shares are purchased on the open market, Participants will be
charged a brokerage commission of $0.05 per share purchased. If Plan shares are
purchased directly from the Company, there is no fee charged to the Participant
for the purchase of Common Stock. There is also a $5.00 service fee charged to
the Participant for the selling of Plan shares plus a brokerage commission of
$0.05 per share sold. (See "Summary of Plan Services and Fees to Participants".)
Reports to Participants
27. What reports are sent to Participants?
An acknowledgement will be sent to Participants as soon as practicable
following each Optional Cash Investment or sale of shares made by the Plan
Administrator on behalf of the Participant. On a quarterly basis, in conjunction
with the reinvestment of Company Common Stock dividends, each Participant will
receive a statement showing all year-to-date transaction activity. Beneficial
owners who participate through a broker or bank nominee, should contact their
broker/bank nominee for a statement detailing reinvestment activity.
Participants should retain these statements for tax purposes.
All statements have tear-off instruction forms which should be used to
notify the Plan Administrator of any certificate issuance, optional cash
investments, sales of Plan shares, termination of Plan participation or
instructions to deposit certificates for safekeeping.
Each participant will also be sent copies of the communications sent to
other shareholders, including the Company's annual reports, notices of annual
meeting and proxy statements and income tax information for reporting dividends
paid and proceeds from the sale of Plan shares.
Federal Income Taxes
28. What are some of the tax consequences of participation in the Plan?
In general, dividends which are reinvested in accordance with the Plan
will be taxed as cash dividends for federal income tax purposes under the
provisions of the applicable tax laws.
The selling of shares by a Participant under the Plan will give rise to
capital gain or loss, provided such shares are held as a capital asset by the
Participant. The amount of any such gain or loss will be the difference between
the proceeds received by the Participant (net of commissions and fees) and the
Participant's tax basis. The tax basis of shares acquired through the Plan is
equal to the purchase price of such shares (including brokerage commissions and
fees, if any). See the answer to question 17 for how the purchase price is
determined. Any capital
12
<PAGE>
gain or loss will be long- or short-term according to whether the Participant's
holding period for the shares sold was greater than one year, or less than or
equal to one year, respectively.
The foregoing is only a general discussion of certain federal income tax
aspects of an investment in the Plan. Because tax consequences may vary,
depending on each Participant's own tax situation, Participants or persons
considering participation in the Plan are advised to consult their own tax
advisors regarding the tax effect of participation in the Plan, including the
application of current and proposed federal, state, local, foreign and other tax
laws.
Other Information
29. What happens if the Company issues a stock dividend, declares a stock
split or has a rights offering?
All stock dividends or split shares distributed by the Company will be
credited directly into the Participant's Plan account. This includes
entitlements on shares calculated on Plan shares and certificated shares
registered in the name of the Participant. In the case of a rights offering, any
rights or shares to be distributed as a result of any rights agreement would be
distributed in a like manner. Transaction processing may be temporarily
suspended during such distributions.
30. How will a Participant's shares be voted?
For any meeting of Common Stock shareholders, each Participant will
receive proxy materials in order to vote Plan account shares as well as any
Common Stock held of record that is registered in the name of the Participant.
All shares will be voted as designated by the Participant or may be voted in
person at the meeting of shareholders.
31. What are the responsibilities of the Company and the Plan Administrator
under the Plan?
The Company and the Plan Administrator in administering the Plan will not
be liable for any act done in good faith or for any good faith omission to act,
including, without limitation, (a) any claim of liability with respect to shares
of a deceased Participant's account prior to receipt in writing of instructions
relating to the disposition of such shares (b) with respect to the prices at
which shares are purchased or sold for the Participant's account and the times
when such purchases or sales are made or (c) with respect to any fluctuation in
the market value before or after any purchase or sale of shares.
32. May the Plan be changed or discontinued?
The Company reserves the right to amend, suspend, terminate or modify the
Plan at any time without the approval of Participants. Notice of the Company's
determination to suspend, terminate or modify the Plan will be given to all Plan
Participants as soon as practicable after such determination is made.
13
<PAGE>
DESCRIPTION OF COMMON STOCK
General: The Company is presently authorized under its Certificate of
Incorporation to issue 150,000,000 shares of Common Stock. Of those authorized
shares, 120,780,792 shares of Common Stock were issued and outstanding at
December 31, 1996.
Dividends: The Company has paid dividends on its Common Stock in each
quarter beginning October 1, 1989. Dividends per share declared on the Common
Stock during the last five years were as follows:
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
$1.78 $1.78 $1.78 $1.76 $1.72
Although the Company contemplates the continuation of quarterly dividend
payments, the payment of future dividends is dependent upon, among other
factors, action by the Company's Board of Directors, the Company's financial
condition, future earnings and the availability of cash.
Dividend Limitations: No dividends may be declared on Common Stock unless
all past and current dividends on outstanding Preferred Stock and Preference
Stock have been paid or declared and set apart for payment and all requisite
sinking fund redemptions have been made on the Series L, NN and UU Preferred
Stock. There are presently no shares of Preference Stock outstanding.
Voting Rights: Ordinarily, the holders of the Company's Common Stock have
sole voting power to elect the Company's Directors based on the cumulative
voting method. The Company's Certificate of Incorporation provides, however,
that when dividends payable on any series of Preferred Stock shall be in default
in an amount equivalent to or exceeding four full quarterly dividends, the
holders of shares of Preferred Stock, voting separately as a class and
regardless of series, are entitled to elect at a Special Meeting called upon
demand of a holder of Preferred Stock and at each Annual Meeting thereafter
until Preferred Stock dividends are paid or declared and funds set aside for
payment, the smallest number of Directors necessary to constitute a majority of
the full Board of Directors.
In addition, the assent of varying proportions of the votes which the
holders of the Preference Stock are entitled, as a class, to elect two Directors
to the Board of Directors, which right does not terminate until full dividends
have been provided for all past periods and for the current period. In addition,
the assent of varying proportions of the votes which the holders of shares of
Preference Stock are entitled to cast is required for certain action: (i)
two-thirds to amend the Certificate of Incorporation adversely to the Preference
Stock; (ii) two-thirds to create a class of shares or securities convertible
into shares senior to Preference Stock and (iii) a majority to increase the
authorized number of shares of Preference Stock. None of the 7,500,000
authorized shares of Preference Stock are outstanding.
Preemptive Rights: Holders of the Company's Common Stock do not have
preemptive rights to purchase additional shares of Common Stock or securities
convertible into such shares. From time to time, however, the Company may, at
its option, offer shares of Common Stock in a rights offering so that
shareholders may purchase additional shares of Common Stock in amounts
proportionate to their holdings.
14
<PAGE>
Other Rights: In the event of liquidation, the holders of the Common Stock
are entitled to all assets that remain after satisfaction of creditors and the
liquidation preferences of outstanding Preferred Stock and, if any, outstanding
Preference Stock. The outstanding shares of Common Stock are, and the additional
shares of Common Stock which may be offered hereby upon issuance will be, fully
paid and non-assessable.
The number, designation, relative rights, preferences and limitations of
the shares of the Preferred Stock (including the adjustment provisions of the
Convertible Preferred Stock), of the Preference Stock, if any, and of the Common
Stock of the Company are stated in full in the Company's Certificate of
Incorporation.
Listing: The outstanding shares of Common Stock and the additional Common
Stock offered hereby are listed on the New York Stock Exchange and the Pacific
Stock Exchange.
Transfer Agent and Registrar: The transfer agent and registrar for the
Common Stock is The Bank of New York, Shareholder Services Dept., Church Street
Station, P.O. Box 11258, New York, New York 10286-1258.
SUMMARY OF PLAN SERVICES AND FEES TO PARTICIPANTS
In most cases, the Company has determined to pay the fees and expenses to
administer the Plan. However, certain administrative service fees and brokerage
commissions will be charged directly to the Participant. Set forth below is a
summary of these fees and commissions and the party responsible for their
payment:
Service/Transaction Cost to Participant
- ------------------- -------------------
Initial Enrollment Fee $7.50
A one-time setup fee paid by persons
not currently owning Company stock
Optional Cash Investment Transaction Fee None (Fee paid by the
Company)
Reinvestment of Dividends Service Fee None (Fee paid by the
Company)
Brokerage commissions on open market purchases $0.05 per share
Sale of Shares Transaction Fee $5.00
Brokerage commissions on sale of shares $0.05 per share
Issuance of Certificates None
Deposit of certificates for safekeeping None
Book-to-book Transfers of shares None
The minimum and maximum Cash Investments are as follows:
Initial Minimum Investments for Persons
not currently owning Company Stock $ 250
Minimum Optional Cash Investment for Participants $ 50
Maximum Optional Cash Investment Per Year $150,000
15
<PAGE>
LEGALITY
The legality of the Common Stock offered hereby has been passed upon for
the Company by Leonard P. Novello, Senior Vice President and General Counsel.
EXPERTS
The financial statements of the Company appearing in the Company's Annual
Report on Form 10-K for the Year Ended December 31, 1996 have been audited by
Ernst & Young, LLP Independent Auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such financial statements
are incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
None of the experts referred to herein as having prepared or certified any
part of the Registration Statement were employed on a contingent basis or, at
the time of such preparation or certification or at any time thereafter, had or
has a substantial interest in the registrant or any of its subsidiaries as a
promoter, underwriter, voting trustee, Director, Officer or employee except Mr.
Novello. Mr. Novello is an indemnitee of the Company, being a party to an
Indemnification Agreement. Under the provisions of that agreement, Mr. Novello
is indemnified for any losses associated with rendering the legality opinion to
the extent permitted under Section 721 of the New York Business Corporation Law
(the "BCL").
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby will be offered directly to Plan
participants without underwriters as described in this Prospectus.
16
<PAGE>
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, BANK OF NEW YORK, OR THE PLAN. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OTHER THAN THOSE TO WHICH IT RELATES, OR AN OFFER OR SOLICITATION
WITH RESPECT TO THOSE SECURITIES TO WHICH IT RELATES TO ANY PERSON IN ANY
JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
------------------
TABLE OF CONTENTS
Available Information...................... 2
Incorporation of Certain
Documents by Reference ................. 2
The Company ................................3
Use of Proceeds.............................3
Description of the Plan.....................4
Description of Common Stock............... 14
Summary of Plan Services
and Fees to Participants............... 15
Legality...................................16
Experts....................................16
Plan of Distribution.......................16
================================================================================
================================================================================
LONG ISLAND LIGHTING COMPANY
----------
Investor Stock Purchase
and Dividend Reinvestment Plan
----------
3,524,155 Shares
of Common Stock
($5 Par Value)
----------
PROSPECTUS
----------
April ____ , 1997
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Listing Fee -- New York Stock Exchange........................ $ 12,500
*Accounting Fees............................................... 15,000
*Legal Services and Disbursements.............................. 15,000
*Printing Expenses............................................. 50,000
Service Charge including postage -- The Bank of New York...... 589,200
*Miscellaneous Expenses........................................ 40,500
------
*Total Expenses............................................. $ 722,200
=========
- ------------------
* Estimated.
- ------------------
Item 15. Indemnification of Directors and Officers.
Sections 721-726 of Article 7 of the BCL provide for the indemnification
and advancement of expenses to officers and directors. Section 721 provides that
indemnification and advancement pursuant to the BCL are not exclusive of any
other rights an officer or director may be entitled to, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled. Section 722 provides that a
corporation may indemnify an officer or director, in the case of third party
actions, against judgments, fines, amounts paid in settlement and reasonable
expenses and, in the case of derivative actions, against amounts paid in
settlement and reasonable expenses, provided that the director or officer acted
in good faith, for a purpose which he reasonably believed to be in the best
interests of the corporation and, in the case of criminal actions, had no
reasonable cause to believe his conduct was unlawful. In addition, statutory
indemnification may not be provided in derivative actions (i) which are settled
or otherwise disposed of or (ii) in which the director or officer is adjudged
liable to the corporation, unless and only to the extent a court determines that
the person is fairly and reasonably entitled to indemnity. Section 723 provides
that statutory indemnification is mandatory where the director or officer has
been successful, on the merits or otherwise, in the defense of a civil or
criminal action or proceeding. Section 723 also provides that expenses of
defending a civil or criminal action or proceeding may be advanced by the
corporation upon receipt of an undertaking to repay them if and to the extent
the recipient is ultimately found not to be entitled to indemnification. Section
725 provides for repayment of such expenses when the recipient is ultimately
found not to be entitled to indemnification. Section 726 provides that a
corporation may obtain indemnification insurance indemnifying itself and its
directors and officers. The Company has in effect insurance policies providing
both directors and officers liability coverage and corporate reimbursement
coverage.
Section 402(b) of the BCL provides that a corporation may include in its
certificate of incorporation a provision limiting or eliminating, with certain
exceptions, the personal liability of directors to a corporation or its
shareholders for damages for any breach of duty in such capacity.
II-1
<PAGE>
The shareholders approved an amendment to the Company's Certificate of
Incorporation eliminating the personal liability of Directors to the extent
permitted by New York law.
The Company's By-laws provide generally that the Company shall, except to
the extent expressly prohibited by the BCL, indemnify each of its officers and
directors made or threatened to be made a party to any action or proceeding,
whether civil or criminal, by reason of the fact that such person is or was a
director or officer of the Company against judgments, fines, penalties, amounts
paid in settlement and reasonable expenses, including attorney's fees, incurred
in connection with such action or proceeding, or any appeal therein. The
Company's By-laws further provide for advancement and reimbursement of such
expenses incurred by an officer or director in defending any action or
proceeding in advance of the final disposition thereof upon receipt of an
undertaking by such person to repay such amount if, and to the extent that, such
person is ultimately found not to be entitled to indemnification. The Company's
By-laws also provide that the Company may enter into agreements with its
officers and directors with respect to indemnification and advancement of
expenses, and the Company has entered into such agreements with its directors
and certain of its officers. The agreements provide for indemnification and
advancement of expenses to the extent provided for in the Company's Bylaws. The
Company has established a grantor trust to fund the Company's obligations under
the agreements.
Item 16. List of Exhibits. (See "Exhibit Index")
Item 17. Undertakings.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each report filed by
the Company pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered under this Registration
Statement, the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-2
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II-3
<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-3 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 22nd day of April, 1997.
LONG ISLAND LIGHTING COMPANY
By ANTHONY NOZZOLILLO+
-------------------------
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
---------- -----
WILLIAM J. CATACOSINOS Principal Executive Officer
---------------------- and Director
*WILLIAM J. CATACOSINOS
(Chairman of the Board, Chief
Executive Officer, President)
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. ORTEGA*, BASIL A.
PATERSON*, RICHARD L. SCHMALENSEE*, *Directors
GEORGE J. SIDERIS*, JOHN H. TALMAGE*,
By ANTHONY NOZZOLILLO+
-------------------
*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)
Date: April 22, 1997
--------------------------
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.
II-4
<PAGE>
EXHIBIT INDEX
Exhibits listed below which have been filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act
of 1934, and which were filed as noted below, are hereby incorporated by
reference and made a part of this report with the same effect as if filed
herewith.
4(a)Restated Certificate of Incorporation of the Company dated November 11,
1993 (filed as an Exhibit to the Company's Form 10-K for the Year Ended
December 31, 1993.)
4(b)By-Laws of the Company as amended on December 18, 1996 (filed as an
Exhibit to the Company's Form 10-K for the Year Ended December 31, 1996.)
4(c)General and Refunding Indenture dated as of June 1, 1975 (filed as an
Exhibit to the Company's Form 10-K for the Year Ended December 31, 1991.)
Twenty-seven Supplemental Indentures to the General and Refunding
Indenture dated as of June 1, 1975, as follows:
Supplemental Previously Filed As An
Indenture Exhibit To The Company's
Number Dated Form Dated
------ ----- ---- -----
First 06/1/75 10-K 12/31/87
Second 09/1/75 10-K 12/31/87
Third 06/1/76 10-K 12/31/87
Fourth 12/1/76 10-K 12/31/87
Fifth 05/1/77 10-K 12/31/87
Sixth 04/1/78 10-K 12/31/87
Seventh 03/1/79 10-K 12/31/87
Eighth 02/1/80 10-K 12/31/87
Ninth 03/1/81 10-K 12/31/87
Tenth 07/1/81 10-K 12/31/87
Eleventh 07/1/81 10-K 12/31/87
Twelfth 12/1/81 10-K 12/31/87
Thirteenth 12/1/81 10-K 12/31/87
Fourteenth 06/1/82 10-K 12/31/87
Fifteenth 10/1/82 10-K 12/31/87
Sixteenth 04/1/83 10-K 12/31/87
Seventeenth 05/1/83 10-K 12/31/87
Eighteenth 09/1/84 10-K 12/31/87
Nineteenth 10/1/84 10-K 12/31/87
Twentieth 06/1/85 10-K 12/31/87
Twenty-first 04/1/86 10-K 12/31/87
Twenty-second 02/1/91 10-K 12/31/90
Twenty-third 05/1/91 10-K 12/31/91
Twenty-fourth 07/1/91 10-K 12/31/91
Twenty-fifth 05/1/92 10-K 12/31/92
Twenty-sixth0 07/1/92 10-K 12/31/92
Twenty-seventh 06/1/94 10-K 12/31/94
EI-1
<PAGE>
*5 Opinion of Leonard P. Novello, Senior Vice President and General
Counsel of the Company, with respect to the legality of the
securities being registered.
*23(a)Consent of Ernst & Young LLP, Independent Auditors.
*23(b)Consent of Arthur Andersen LLP, Independent Auditors.
*24(a)Powers of Attorney executed by the Directors and certain
Officers of the Company.
*24(b)Certificate as to Corporate Power of Attorney.
*24(c)Certified copy of Resolution of Board of Directors authorizing signature
pursuant to Power of Attorney.
24(d) Certified copy of Resolutions of Board of Directors authorizing
signature pursuant to Power of Attorney (filed as an Exhibit to the
Company's Registration Statement on Form S-3 (File No. 2-87427).
*99 Letter to Shareholders.
- ---------------
*Filed Herewith
EI-2
<PAGE>
LONG ISLAND LIGHTING COMPANY LETTERHEAD
EXHIBIT 5
April 22, 1997
Long Island Lighting Company
175 East Old Country Road
Hicksville, New York 11801
Re: INVESTOR STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
Gentlemen:
As Senior Vice President and General Counsel for Long Island Lighting
Company (the "Company"), I am familiar with the proposal of the Company to issue
and sell shares of its Common Stock par value $5 per share (the "Common Stock")
pursuant to an investor stock purchase and dividend reinvestment plan (the
"Plan"). In connection with the proceedings before the Securities and Exchange
Commission with respect thereto, I submit this opinion and hereby consent to its
use as Exhibit 5 to the Company's Registration Statement on Form S-3 (the
"Registration Statement") proposed to be filed by the Company under the
Securities Act of 1933, as amended, and to the use of my name in said
Registration Statement and the Prospectus forming a part thereof (the
"Prospectus").
I am familiar with the Certificate of Incorporation and By-laws of the
Company, the Registration Statement, the Prospectus and the Petition of the
Company dated September 13, 1996, filed with the Public Service Commission of
the State of New York, seeking authority to issue and sell the Common Stock
pursuant to the Plan.
Based upon the foregoing and upon my general familiarity with the affairs
of the Company, I advise you that in my opinion:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of New York.
2. No state regulatory body or agency other than the Public Service
Commission of the State of New York has jurisdiction over the transaction
proposed by the Company or any part thereof.
<PAGE>
Long Island Lighting Company
April 22, 1997
Page No. 2
3. No federal commission or agency other than the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, has jurisdiction over
the transaction proposed by the Company or any part thereof.
4. All action necessary to make valid the issuance and sale of the Common
Stock will have been taken when (a) the Registration Statement shall have become
effective; (b) the Public Service Commission of the State of New York shall have
issued its Order approving the issuance and sale of the Common Stock; (c) the
Board of Directors of the Company shall have taken appropriate action to approve
and authorize the issuance and sale of the Common Stock on the terms set forth
in the Registration Statement and (d) the Company shall have received the full
consideration therefor (not less than $5 per share).
5. When the foregoing steps shall have been taken, the Common Stock (a)
will conform in all substantial respects to the description of the Common Stock
contained in the Registration Statement and (b) will be legally and validly
issued, fully paid and nonassessable.
6. The offering of the Common Stock is not subject to preemptive rights
under the laws of the State of New York.
Very truly yours,
/s/ Leonard P. Novello
Leonard P. Novello
Senior Vice President and
General Counsel
LPN/dk
[lispp.lpn]
<PAGE>
Exhibit 23(a)
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Long Island Lighting
Company for the registration of 1,000,000 shares of its common stock and to the
incorporation by reference therein 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) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Melville, New York
April 18, 1997
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 23, 1996,
covering the consolidated financial statements of The Brooklyn Union Gas Company
for the three years ended September 30, 1996, included in the Long Island
Lighting Company's Form 8-K dated February 25, 1997. Such Form 8-K has been
incorporated by reference in this registration statement.
Arthur Andersen LLP
-------------------
ARTHUR ANDERSEN LLP
New York, New York
April 18, 1997
<PAGE>
Exhibit 24(a)
FORM S-3
Registration Statement
LONG ISLAND LIGHTING COMPANY
POWER OF ATTORNEY
WHEREAS, LONG ISLAND LIGHTING COMPANY (the "Company"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, either an amendment to a
previously filed Registration Statement or a new Registration Statement on Form
S-3, relating to the issuance of shares of Common Stock of the Company pursuant
to an Investor Stock Purchase and Dividend Reinvestment Plan.
NOW, THEREFORE, in my capacity either as a director or officer, or
both as the case may be, of the Company, I do hereby appoint KATHLEEN A. MARION
and ANTHONY NOZZOLILLO, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director,
officer, or both, as the case may be, of LONG ISLAND LIGHTING COMPANY, said
Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney this 14th
day of April 1997.
William J. Catacosinos
----------------------
WILLIAM J. CATACOSINOS
PRINCIPAL EXECUTIVE OFFICER,
and CHAIRMAN OF THE
BOARD OF DIRECTORS
<PAGE>
Exhibit 24(a)
FORM S-3
Registration Statement
LONG ISLAND LIGHTING COMPANY
POWER OF ATTORNEY
WHEREAS, LONG ISLAND LIGHTING COMPANY (the "Company"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, either an amendment to a
previously filed Registration Statement or a new Registration Statement on Form
S-3, relating to the issuance of shares of Common Stock of the Company pursuant
to an Investor Stock Purchase and Dividend Reinvestment Plan.
NOW, THEREFORE, in my capacity either as a director or officer, or
both as the case may be, of the Company, I do hereby appoint KATHLEEN A. MARION
and ANTHONY NOZZOLILLO, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director,
officer, or both, as the case may be, of LONG ISLAND LIGHTING COMPANY, said
Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney this 9th
day of April 1997.
A. James Barnes
---------------
A. JAMES BARNES, DIRECTOR
<PAGE>
Exhibit 24(a)
FORM S-3
Registration Statement
LONG ISLAND LIGHTING COMPANY
POWER OF ATTORNEY
WHEREAS, LONG ISLAND LIGHTING COMPANY (the "Company"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, either an amendment to a
previously filed Registration Statement or a new Registration Statement on Form
S-3, relating to the issuance of shares of Common Stock of the Company pursuant
to an Investor Stock Purchase and Dividend Reinvestment Plan.
NOW, THEREFORE, in my capacity either as a director or officer, or
both as the case may be, of the Company, I do hereby appoint KATHLEEN A. MARION
and ANTHONY NOZZOLILLO, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director,
officer, or both, as the case may be, of LONG ISLAND LIGHTING COMPANY, said
Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney this 9th
day of April 1997.
George Bugliarello
------------------
GEORGE BUGLIARELLO, DIRECTOR
<PAGE>
Exhibit 24(a)
FORM S-3
Registration Statement
LONG ISLAND LIGHTING COMPANY
POWER OF ATTORNEY
WHEREAS, LONG ISLAND LIGHTING COMPANY (the "Company"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, either an amendment to a
previously filed Registration Statement or a new Registration Statement on Form
S-3, relating to the issuance of shares of Common Stock of the Company pursuant
to an Investor Stock Purchase and Dividend Reinvestment Plan.
NOW, THEREFORE, in my capacity either as a director or officer, or
both as the case may be, of the Company, I do hereby appoint KATHLEEN A. MARION
and ANTHONY NOZZOLILLO, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director,
officer, or both, as the case may be, of LONG ISLAND LIGHTING COMPANY, said
Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney this 9th
day of April 1997.
Renso L. Caporali
-----------------
RENSO L. CAPORALI, DIRECTOR
<PAGE>
Exhibit 24(a)
FORM S-3
Registration Statement
LONG ISLAND LIGHTING COMPANY
POWER OF ATTORNEY
WHEREAS, LONG ISLAND LIGHTING COMPANY (the "Company"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, either an amendment to a
previously filed Registration Statement or a new Registration Statement on Form
S-3, relating to the issuance of shares of Common Stock of the Company pursuant
to an Investor Stock Purchase and Dividend Reinvestment Plan.
NOW, THEREFORE, in my capacity either as a director or officer, or
both as the case may be, of the Company, I do hereby appoint KATHLEEN A. MARION
and ANTHONY NOZZOLILLO, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director,
officer, or both, as the case may be, of LONG ISLAND LIGHTING COMPANY, said
Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney this 9th
day of April 1997.
Peter O. Crisp
--------------
PETER O. CRISP, DIRECTOR
<PAGE>
Exhibit 24(a)
FORM S-3
Registration Statement
LONG ISLAND LIGHTING COMPANY
POWER OF ATTORNEY
WHEREAS, LONG ISLAND LIGHTING COMPANY (the "Company"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, either an amendment to a
previously filed Registration Statement or a new Registration Statement on Form
S-3, relating to the issuance of shares of Common Stock of the Company pursuant
to an Investor Stock Purchase and Dividend Reinvestment Plan.
NOW, THEREFORE, in my capacity either as a director or officer, or
both as the case may be, of the Company, I do hereby appoint KATHLEEN A. MARION
and ANTHONY NOZZOLILLO, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director,
officer, or both, as the case may be, of LONG ISLAND LIGHTING COMPANY, said
Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney this 11th
day of April 1997.
James T. Flynn
--------------
JAMES T. FLYNN,
PRESIDENT, CHIEF OPERATING
OFFICER AND DIRECTOR
<PAGE>
Exhibit 24(a)
FORM S-3
Registration Statement
LONG ISLAND LIGHTING COMPANY
POWER OF ATTORNEY
WHEREAS, LONG ISLAND LIGHTING COMPANY (the "Company"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, either an amendment to a
previously filed Registration Statement or a new Registration Statement on Form
S-3, relating to the issuance of shares of Common Stock of the Company pursuant
to an Investor Stock Purchase and Dividend Reinvestment Plan.
NOW, THEREFORE, in my capacity either as a director or officer, or
both as the case may be, of the Company, I do hereby appoint KATHLEEN A. MARION
and ANTHONY NOZZOLILLO, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director,
officer, or both, as the case may be, of LONG ISLAND LIGHTING COMPANY, said
Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney this 14th
day of April 1997.
Vicki L. Fuller
---------------
VICKI L. FULLER, DIRECTOR
<PAGE>
Exhibit 24(a)
FORM S-3
Registration Statement
LONG ISLAND LIGHTING COMPANY
POWER OF ATTORNEY
WHEREAS, LONG ISLAND LIGHTING COMPANY (the "Company"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, either an amendment to a
previously filed Registration Statement or a new Registration Statement on Form
S-3, relating to the issuance of shares of Common Stock of the Company pursuant
to an Investor Stock Purchase and Dividend Reinvestment Plan.
NOW, THEREFORE, in my capacity either as a director or officer, or
both as the case may be, of the Company, I do hereby appoint KATHLEEN A. MARION
and ANTHONY NOZZOLILLO, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director,
officer, or both, as the case may be, of LONG ISLAND LIGHTING COMPANY, said
Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney this 14th
day of April 1997.
Katherine D. Ortega
-------------------
KATHERINE D. ORTEGA, DIRECTOR
<PAGE>
Exhibit 24(a)
FORM S-3
Registration Statement
LONG ISLAND LIGHTING COMPANY
POWER OF ATTORNEY
WHEREAS, LONG ISLAND LIGHTING COMPANY (the "Company"),
a New York corporation, intends to file with the Securities and Exchange
Commission under the Securities Exchange Act of 1933, as amended, either an
amendment to a previously filed Registration Statement or a new Registration
Statement on Form S-3, relating to the issuance of shares of Common Stock of the
Company pursuant to an Investor Stock Purchase and Dividend Reinvestment Plan.
NOW, THEREFORE, in my capacity either as a director or officer, or
both as the case may be, of the Company, I do hereby appoint KATHLEEN A. MARION
and ANTHONY NOZZOLILLO, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director,
officer, or both, as the case may be, of LONG ISLAND LIGHTING COMPANY, said
Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney this 9th
day of April 1997.
Basil A. Paterson
-----------------
BASIL A. PATERSON, DIRECTOR
<PAGE>
Exhibit 24(a)
FORM S-3
Registration Statement
LONG ISLAND LIGHTING COMPANY
POWER OF ATTORNEY
WHEREAS, LONG ISLAND LIGHTING COMPANY (the "Company"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, either an amendment to a
previously filed Registration Statement or a new Registration Statement on Form
S-3, relating to the issuance of shares of Common Stock of the Company pursuant
to an Investor Stock Purchase and Dividend Reinvestment Plan.
NOW, THEREFORE, in my capacity either as a director or officer, or
both as the case may be, of the Company, I do hereby appoint KATHLEEN A. MARION
and ANTHONY NOZZOLILLO, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director,
officer, or both, as the case may be, of LONG ISLAND LIGHTING COMPANY, said
Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney this 10th
day of April 1997.
Richard L. Schmalensee
----------------------
RICHARD L. SCHMALENSEE, DIRECTOR
<PAGE>
Exhibit 24(a)
FORM S-3
Registration Statement
LONG ISLAND LIGHTING COMPANY
POWER OF ATTORNEY
WHEREAS, LONG ISLAND LIGHTING COMPANY (the "Company"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, either an amendment to a
previously filed Registration Statement or a new Registration Statement on Form
S-3, relating to the issuance of shares of Common Stock of the Company pursuant
to an Investor Stock Purchase and Dividend Reinvestment Plan.
NOW, THEREFORE, in my capacity either as a director or officer, or both as
the case may be, of the Company, I do hereby appoint KATHLEEN A. MARION and
ANTHONY NOZZOLILLO, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director,
officer, or both, as the case may be, of LONG ISLAND LIGHTING COMPANY, said
Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney this 9th
day of April 1997.
George J. Sideris
-----------------
GEORGE J. SIDERIS, DIRECTOR
<PAGE>
Exhibit 24(a)
FORM S-3
Registration Statement
LONG ISLAND LIGHTING COMPANY
POWER OF ATTORNEY
WHEREAS, LONG ISLAND LIGHTING COMPANY (the "Company"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, either an amendment to a
previously filed Registration Statement or a new Registration Statement on Form
S-3, relating to the issuance of shares of Common Stock of the Company pursuant
to an Investor Stock Purchase and Dividend Reinvestment Plan.
NOW, THEREFORE, in my capacity either as a director or officer, or both as
the case may be, of the Company, I do hereby appoint KATHLEEN A. MARION and
ANTHONY NOZZOLILLO, and each of them severally, as my attorneys-in-fact with
power to execute in my name and place, and in my capacity as a director,
officer, or both, as the case may be, of LONG ISLAND LIGHTING COMPANY, said
Report, any amendment to said Report and any other documents required in
connection therewith, and to file the same with the Securities and Exchange
Commission.
IN WITNESS WHEREOF, I have executed this power of attorney this 10th
day of April 1997.
John H. Talmage
---------------
JOHN H. TALMAGE, DIRECTOR
<PAGE>
EXHIBIT 24(b)
Form S-3
Registration Statement
LONG ISLAND LIGHTING COMPANY
CERTIFICATE AS TO POWER OF ATTORNEY
WHEREAS, LONG ISLAND LIGHTING COMPANY (the "Company"), a New York
corporation, intends to file with the Securities and Exchange Commission under
the Securities Exchange Act of 1933, as amended, either an amendment to a
previously filed Registration Statement or a new Registration Statement on Form
S-3, relating to the issuance of shares of Common Stock of the Company pursuant
to an Investor Stock Purchase and Dividend Reinvestment Plan.
NOW, THEREFORE, in my capacity as Assistant Corporate Secretary of
Long Island Lighting Company, I do hereby certify that ANTHONY NOZZOLILLO has
been appointed by the Board of Directors of Long Island Lighting Company with
power to execute, among other documents, said Registration Statement, any
amendment to said Registration Statement, any exhibits and any other documents
required in connection therewith, and to file the same with the Securities and
Exchange Commission.
WITNESS my hand and the seal of the Company this 21st day of April,
1997.
Theodore A. Babcock
-----------------------
THEODORE A. BABCOCK
Assistant Corporate Secretary
(Corporate Seal)
<PAGE>
Exhibit 24(c)
FORM S-3
Registration Statement
LONG ISLAND LIGHTING COMPANY
I, KATHLEEN A. MARION, Vice President and 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 December 18, 1996, 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 21st day of April, 1997.
Kathleen A. Marion
------------------
KATHLEEN A. MARION
Vice President and Corporate Secretary
(Corporate Seal)
<PAGE>
LONG ISLAND LIGHTING COMPANY
(Resolution adopted on December 18, 1996)
RESOLVED, that
1. all action taken by proper officers of this Company with respect to the
preparation, execution and filing with the Public Service Commission of the
State of New York (the "PSC"), of a petition pursuant to Section 69 of the
Public Service Law, for authority to issue and sell up to $2.5 billion of
secured or unsecured, taxable or tax-exempt, debt or equity securities (the
"Securities"), is hereby ratified, confirmed and approved;
2. with respect to the Order or Orders of the PSC relating to the petition
of the Company to the PSC to issue and sell up to $2.5 billion of Securities,
the proper officers of this Company (acting individually, separately, or
jointly, as required) are authorized to determine whether said Order or Orders,
when adopted, contain any provisions unacceptable to the Company, and upon
making a determination that there are no unacceptable provisions, the Secretary
or any Assistant Secretary of this Company is authorized and directed to
execute, in the name and on behalf of this Company, unconditional acceptances by
this Company, agreeing to obey all the terms, conditions and requirements of the
Order or Orders and to file such acceptances with the PSC; and
3. the said officers of this Company be and they hereby are authorized and
directed to do and perform any further acts, including but not limited to the
filing of one or more amendments to said petition, which they may deem necessary
or appropriate in connection with any proceedings before the said PSC, relating
to said petition and any other matters pertaining thereto in order to procure
from said Commission an Order or Orders authorizing the proposed financing.
RESOLVED, that
with respect to 10,000,000 shares of the Common Stock of the Company,
reserved for issuance pursuant to an open enrollment stock plan (the "Plan")
whereby individuals who need not currently be shareholders of the Company may
purchase shares of Common Stock directly from the Company as well as additional
shares at regular intervals with all or a portion of their quarterly Common
Stock dividends, the proper officers of this Company (acting individually,
separately or jointly, as required) are authorized to take all necessary action
to issue or otherwise acquire on the open market shares for sale pursuant to the
Plan including, by way of illustration and not by way of limitation, the
following actions:
1. file with the Securities and Exchange Commission, as necessary, either
an amendment to a previously filed Registration Statement or a new Registration
Statement, in such form as the General Counsel or an Assistant General Counsel
of the Company shall approve, reflecting the determination of this Company to
issue shares of its Common Stock pursuant to the Plan;
<PAGE>
2. execute and file any instruments and documents, make any payments and
do any acts, including the execution and filing of any amendment to a previously
filed Registration Statement or new Registration Statement, as they may deem
necessary or desirable, to effect such filing and to procure the effectiveness
of either an amendment to a previously filed Registration Statement or a new
Registration Statement;
3. take all actions necessary or desirable under the Securities or Blue Sky
Laws of the various states relating to the Common Stock issued pursuant to the
Plan;
4. list the Common Stock issued pursuant to the Plan on the New York Stock
Exchange and/or any other national securities exchange;
5. determine the consideration to be received by the Company in connection
with the sale of Common Stock pursuant to the Plan provided such consideration
bears some reasonable relationship to the market price of the Common Stock on
the date of sale pursuant to the Plan;
6. appoint attorneys-in-fact on behalf of any of the officers of the
Company or on behalf of the Company;
7. take all actions required to evidence the authorization or approval of
this Board of any instrument or document and the adoption by this Board of the
forms of any resolutions requested by any entity, instrument or otherwise, if
(a) in the opinion of such officers and of the General Counsel or an Assistant
General Counsel to the Company the adoption of such resolutions are necessary or
advisable and (b) the Secretary or an Assistant Secretary of the Company inserts
in the minutes of a meeting of the Board of Directors or of the Executive
Committee of the Board of Directors copies of such resolutions which shall then
be deemed to have been adopted by this Board with the same force and effect as
if presented at this meeting;
8. take any and all actions as they may deem necessary or desirable in
order to carry out the intent and purposes of this resolution; and
any action taken and any instrument or document prepared, executed,
delivered or filed by the officers prior to the adoption of this resolution to
accomplish any of the actions authorized by this resolution is ratified,
confirmed and approved.
<PAGE>
EXHIBIT 99
LONG ISLAND LIGHTING COMPANY LETTERHEAD
May 1997
NEW PROSPECTUS ENCLOSED - PLEASE READ
Dear Participants in LILCO's Automatic Dividend Reinvestment Plan:
Effective June 1, 1997, Long Island Lighting Company will be replacing the
current Automatic Dividend Reinvestment Plan with a new stock plan, the Investor
Common Stock Plan (the new Plan), that will offer investors greater flexibility
and convenience.
With the new Investor Common Stock Plan you may:
Reinvest all or part of your cash dividends to purchase additional LILCO
Common Stock.
Make Optional Cash Investments on a monthly basis, with a minimum invest-
ment of $50 but not more than $150,000 per year. Electronic transfer of
funds from your bank account is also available at your election.
Deposit your LILCO Common Stock certificates into the Plan through the
safekeeping feature. Once they become Plan shares, you may transfer or
sell these shares through the Plan in a convenient and economical manner.
Please read the enclosed prospectus for the Long Island Lighting Company
Investor Common Stock Plan carefully and retain it for future reference. The
prospectus contains complete information concerning the Plan in a simple,
question and answer format.
AS A CURRENT PARTICIPANT, YOU WILL AUTOMATICALLY BE ENROLLED IN THE NEW PLAN AND
NO ACTION IS REQUIRED BY YOU UNLESS YOU WISH TO CHANGE YOUR INVESTMENT OPTION.
The investment options available to you include a) Full Dividend
Reinvestment, b) Partial Dividend Reinvestment or c) Optional Cash
Investments Only. These options are more fully described in the prospectus
(see answer to question 9).
If you wish to change your investment option or take advantage of some of the
new, convenient features offered in the Investor Common Stock Plan, simply fill
out and sign the authorization form and return it to The Bank of New York, the
Plan Administrator, using the enclosed envelope.
To make optional cash investments through the electronic transfer of funds from
your bank account, you must fill out and sign the enclosed Automatic Monthly
Electronic Funds Transfer Form and attach a voided blank check or deposit slip
from you bank account.
IF YOU DO NOT WISH TO CHANGE ANY ASPECT OF YOUR CURRENT PARTICIPATION AT THIS
TIME AND WISH TO CONTINUE REINVESTING ALL OF YOUR DIVIDENDS, NO ACTION IS
REQUIRED BY YOU. Your participation in the Investor Common Stock Plan is
entirely voluntary, and you may terminate your participation at any time by
contacting The Bank of New York through written instruction as described in the
prospectus (see answer to question 25).
Your continued interest in Long Island Lighting Company is greatly appreciated
and we thank you for your support. If you need any additional information or
have any questions about the Plan, please call our Plan Administrator, The Bank
of New York, at 1-800-524-4458.
Sincerely,
William J. Catacosinos
Chairman and Chief Executive Officer
Enclosure
