UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
KEYSPAN ENERGY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.33 1/3 PER SHARE
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(Title of Class of Securities)
114259104
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(CUSIP Number)
DAVID P. WARREN
CHIEF FINANCIAL OFFICER
LONG ISLAND LIGHTING COMPANY
333 EAST OVINGTON BLVD.
UNIONDALE, NEW YORK 11553
(516) 222-7700
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to
STEPHEN R. RUSMISEL, ESQ.
WINTHROP, STIMSON, PUTNAM & ROBERTS
NEW YORK, NEW YORK 10004
(212) 858-1442
MAY 28, 1997
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(Date of Event which Requires Filing of this Statement)
Page 1 of 7 Pages
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CUSIP NO. 114259104 Page 2 of 7 Pages
SCHEDULE 13D/A
1. NAME OF REPORTING PERSON
SS OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Long Island Lighting Company
11-1019782
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Page 3 of 7 Pages
14. TYPE OF REPORTING PERSON
CO
ITEM 1. SECURITY AND ISSUER.
This report on Schedule 13D (this "Amendment") relates to the common stock,
par value $0.33 1/3 per share ("KeySpan Common Stock"), of KeySpan Energy
Corporation, a New York corporation ("KeySpan"), previously a wholly owned
subsidiary of the Brooklyn Union Gas Company, a New York corporation ("Brooklyn
Union"), which became Brooklyn Union's parent holding company in connection with
a restructuring of Brooklyn Union pursuant to a binding share exchange between
Brooklyn Union and KeySpan. The original report on Schedule 13D relating to
KeySpan Common Stock was filed by the Long Island Lighting Company, a New York
corporation ("LILCO") on October 24, 1997 (the "KeySpan Schedule 13D"), in
connection with the execution on October 17, 1997, of the Amendment, Assignment
and Assumption Agreement dated as of September 29, 1997 (the "Assignment and
Assumption Agreement") by and among LILCO, KeySpan and Brooklyn Union. Among
other agreements, the Assignment and Assumption Agreement amended the Amended
and Restated Brooklyn Union Stock Option Agreement dated as of June 26, 1997
(the "BUG Stock Option Agreement") by and between Brooklyn Union and LILCO,
pursuant to which Brooklyn Union granted to LILCO an option (the "BUG Stock
Option") to purchase 9,948,682 shares of the common stock, par value $0.33 1/3
per share, of Brooklyn Union ("BUG Common Stock"). LILCO filed a Schedule 13D
relating to BUG Common Stock on January 9, 1997 (the "BUG Schedule 13D").
Pursuant to the Assignment and Assumption Agreement, Brooklyn Union
assigned, and KeySpan assumed, all of Brooklyn Union's rights and obligations
under the BUG Stock Option Agreement, and the BUG Stock Option Agreement was
amended to substitute KeySpan for Brooklyn Union and to substitute KeySpan
Common Stock for BUG Common Stock. As a result, the BUG Stock Option granted to
LILCO by Brooklyn Union was substituted with the grant of an option by KeySpan
to LILCO to purchase 9,948,682 shares of KeySpan Common Stock (the "KeySpan
Stock Option").
This Amendment therefore amends and supplements certain information
contained in the KeySpan Schedule 13D. This Amendment also constitutes an
amendment to certain information contained in the BUG Schedule 13D, which was
not otherwise amended in connection with the substitution of the KeySpan Stock
Option for the BUG Stock Option pursuant to the Assignment and Assumption
Agreement. The principal executive offices of KeySpan are located at One
Metrotech Center, Brooklyn, New York 11201-3850.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment is filed by LILCO, which supplies electric service in
Nassau and Suffolk Counties on Long Island and in Queens County. On May 28,
1998, LILCO became a wholly owned subsidiary of the Long Island Power Authority,
a corporate municipal instrumentality and political subdivision of the State of
New York ("LIPA"), as a result of the merger of LIPA Acquisition Corp., a New
York corporation and wholly owned subsidiary of LIPA, with and into LILCO
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Page 4 of 7 Pages
effective on such date. The principal executive offices of LILCO, which is doing
business under the assumed name "LIPA," are located at 333 East Ovington Blvd.
Uniondale, New York 11553.
Each executive officer and each director of LILCO is a citizen of the
United States. The name, business address and present principal occupation of
each executive officer and each director of LILCO are set forth in Annex I to
this report on Schedule 13D which is incorporated herein by this reference.
During the last five years, to the best of LILCO's knowledge, neither
LILCO nor any of its executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which LILCO or such person was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws, and which judgment,
decree or final order was not subsequently vacated.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(SEE ITEM 4)
ITEM 4. PURPOSE OF TRANSACTION.
The information contained in Item 4 of the KeySpan Schedule 13D is
hereby amended and supplemented by the adding of the following information:
As previously reported in the KeySpan Schedule 13D, pursuant to the
BUG Stock Option Agreement, as amended by the Assignment and Assumption
Agreement (the "KeySpan Stock Option Agreement"), KeySpan granted LILCO the
KeySpan Stock Option in substitution for the BUG Stock Option that Brooklyn
Union has previously granted to LILCO under the BUG Stock Option Agreement. On
May 28, 1998, as the result of the merger of BL Merger Sub., Inc. with and into
KeySpan pursuant to the terms of the Amended and Restated Agreement and Plan of
Exchange and Merger by and between Brooklyn Union and LILCO, dated as of June
26, 1997, as amended by the Assignment and Assumption Agreement, the KeySpan
Stock Option, without having been exercised, terminated pursuant to Section 2 of
the KeySpan Stock Option Agreement.
The foregoing paragraph also constitutes an amendment to the
information contained in Item 4 of the BUG Schedule 13D which was not otherwise
amended in connection with the substitution of the BUG Stock Option with the
KeySpan Stock Option pursuant to the Assignment and Assumption Agreement. As a
result of the execution of the Assignment and Assumption Agreement, and the
resulting substitution of the BUG Stock Option with the KeySpan Stock Option,
the BUG Stock Option, without having been exercised, terminated.
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Page 5 of 7 Pages
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(SEE ITEM 4)
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
(SEE ITEM 4)
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
NOT APPLICABLE
ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below are the name and present principal occupation of each
director and each executive officer of Long Island Lighting Company as of May
28, 1998. The business address of each such director and each such executive
officer is c/o Long Island Lighting Company, 333 East Ovington Blvd. Uniondale,
New York 11553.
NAME
PRINCIPAL OCCUPATION
DIRECTORS
OF LILCO:
Richard M. Kessel Chairman, President and Chief Executive
Officer, Long Island Lighting Company
Patrick Foye Executive Vice President, Apartment
Investment and Management Company
Michael Affrunti President, Albertson Electric
Harvey Auerbach President, Brookwood Communities Inc.
Thomas A. Doherty Chief Administrative Officer, First Quality
Enterprises, Inc.
Michael L. Faltischek Partner, Law firm of Ruskin, Moscou, Evans
& Faltischek, P.C.
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Page 6 of 7 Pages
Harriet A. Gilliam Attorney
Rupert H. Hopkins Department Manager, Center for Agile Sources
of Parts (CASP) at Dayton T. Brown, Inc
Joseph F. Janoski Teacher, Middle Country School District in
Centereach; Adjunct Professor, Suffolk County
Community College
Nancy N. Miklos Deputy County Attorney, Civil Rights and
Torts Litigation Bureau of the Nassau County
Attorney's Office
Denise F. Molia Deputy County Attorney, Suffolk County.
Vincent Polimeni Chief Executive Officer, Polimeni
Enterprises, Inc.
Jonathan Sinnreich Partner, Law firm of Sinnreich Wasserman
Grugin & Cahill, LLP
EXECUTIVE OFFICERS
OF LILCO
(WHO ARE NOT DIRECTORS):
Seth D. Hulkower Executive Director, Long Island Lighting
Company
David P. Warren Chief Financial Officer, Long Island Lighting
Company
Stanley B. Klimberg General Counsel and Secretary, Long Island
Lighting Company
Edward P. Murphy, Jr. Vice President and Controller, Long Island
Lighting Company
Richard J. Bolbrock Vice President--Power Markets
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Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
LONG ISLAND LIGHTING COMPANY
By: /s/ David P. Warren
------------------------
Name: David P. Warren
Title: Chief Financial Officer
Dated: July 16, 1998
