UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NOTIFICATION OF LATE FILING
SEC File Number: 1-3571
CUSIP NUMBER : 542671102
(Check One):
/ / Form 10-K / / Form 11-K / / Form 20-F /x/ Form 10-Q / / Form N-SAR
For Period Ended: June 30, 1998
/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
For the Transition Period Ended:
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
Part I
Registrant Information
Full Name of Registrant: Long Island Lighting Company
Former Name if Applicable: N/A
Address of Principal Executive
Office (Street and Number): 333 Earle Ovington Blvd.
City, State and Zip Code: Uniondale, New York 11553
Part II
Rule 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.
(Check box if appropriate)
/x / (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
/x / (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the
prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
Part III
Narrative
State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or
portion thereof could not be filed within the prescribed period.
On May 28, 1998, all the common stock of the Long Island Lighting
Company (the "Registrant") was acquired by the Long Island Power Authority, a
corporate municipal instrumentality and political subdivision of the State of
New York (the "Authority") through a merger transaction in which a wholly owned
subsidiary of the Authority merged with and into the Registrant (the "Merger").
Immediately prior to the Merger, the Registrant transferred all of its assets
employed in the conduct of its gas distribution business and its non-nuclear
electric generating business, and all common assets used by the Registrant in
the operation and management of its electric transmission and distribution
business and its gas distribution business and its non-nuclear electric
generation business to MarketSpan Corporation which then merged with KeySpan
Energy Corporation, the parent holding company of the Brooklyn Union Gas Company
(the "Disposition").
As a result of the Merger and the Disposition, all employees of the
Registrant, including those with responsibility for financial reporting and
accounting matters, left the employ of the Registrant and began work for
MarketSpan Corporation. Also, following the Merger, the Registrant dismissed
Ernst & Young LLP as its independent auditors and retained
PricewaterhouseCoopers LLP. Although, the Registrant believed that, under the
terms of a management services agreement, the necessary assistance from
MarketSpan Corporation's employees and independent auditors would be made
available to enable the Registrant to satisfy its financial reporting
obligations on a timely basis, such key personnel were not available within the
required timeframe. Such personnel were apparently required to devote the
majority of their available time to the preparation of MarketSpan Corporation's
financial reports. The difficulties in obtaining assistance were compounded by
the fact that as a result of the Merger and the Disposition both the Registrant
and MarketSpan Corporation were essentially significantly different entities
than they were prior to the transactions, further complicating their respective
reporting obligations.
As a result of the unavailability of such necessary assistance and
the significant change in the character and operations of the Registrant,
including its transformation from a publicly-held corporation to one effectively
controlled by a political subdivision of the State of New York, the Registrant
has been unavoidably delayed in the preparation of certain financial and related
disclosures. Consequently, the subject report could not be filed without
unreasonable effort or expense.
Part IV
Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
David P. Warren (516)-222-7700
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). /x / Yes / / No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
/x/ Yes / / No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The income statement information reflecting the results of operations of
the Registrant for the three-month period ended June 30, 1998, will differ
significantly from the results for the three-month period ended June 30, 1997,
for the following reasons:
(i) A change in control of the Registrant took place on May 28, 1998,
as the result of the Merger, that resulted in the Authority gaining control of
the Registrant.
(ii) The Authority forwarded the Registrant approximately
$4,949,000,000 in exchange for a promissory note. These proceeds were used by
the Registrant primarily to: (i) acquire all of the then outstanding shares of
common stock of the Registrant; (ii) redeem the then outstanding shares of
preferred stock of the Registrant; and (iii) defease certain debt obligations of
the Registrant. This fundamentally changed the capitalization of the Registrant,
and the related interest expense incurred.
(iii) By reason of the Disposition, the Registrant ceased operations
of its former gas business and fossil generation assets.
(iv) The Registrant reduced its electric rates for all its customers
approximately 20%.
(v) The Registrant has eliminated the amortization related to its
regulatory assets and liabilities.
Due to the reasons described in Part III herein above, a reasonable estimate of
the results cannot be made at this time.
Long Island Lighting Company
(Name of Registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 14, 1998 By: /s/ David P. Warren
-------------------
Name: David P. Warren
Title: Chief Financial Officer
