UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-722
THE BROOKLYN UNION GAS COMPANY
(Exact name of Registrant as specified in its charter)
New York 11-0584613
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE METROTECH CENTER, BROOKLYN, NEW YORK 11201-3850
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 718-403-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock-$.33 1/3 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
Aggregate market value of registrant's voting Common Stock
held by non-affiliates as of December 16, 1996 was approximately
$1.5 billion.
On December 18, 1996 the Company had 49,993,378 shares of
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part of
Documents Form 10-K
Proxy Statement dated December 30, 1996 Part III
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d)
of the Securities Exchange Act of 1934
Amendment No. 1
The registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form
10-K for the fiscal year ended September 30, 1996 (the "Form 10-K")
as set forth in the pages attached hereto:
Item 10 - Directors and Executive Officers of the
Registrant.
Item 11 - Executive Compensation.
Item 12 - Security Ownership of Certain Beneficial Owners
and Management.
Item 14 - Exhibit 99, Shareholder Letter Dated December
30, 1996 Including the Attachment, Announcing
the Agreement Dated December 29, 1996
Between the Company, Long Island Lighting
Company and NYECO Corp.
- Schedule of Valuation and Qualifying Accounts.
Part III
Item 10. Directors and Executive Officers of the Registrant
Information regarding the Company's directors is
incorporated herein by reference to pages 2 through 8 of the
Company's Proxy Statement, dated December 30, 1996, for its
Annual Meeting of Shareholders to be held on February 6, 1997.
Information regarding the Company's executive officers, who
are elected annually by the directors, is found on page 52
hereof.
Item 11. Executive Compensation
Information regarding compensation of the Company's
executive officers is incorporated herein by reference to pages 8
through 16 of the Company's Proxy Statement, dated December 30,
1996, for its Annual Meeting of Shareholders to be held on
February 6, 1997.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Information regarding beneficial ownership and management
ownership is incorporated herein by reference to "Proposal 1 -
Election of Directors" in the Company's Proxy Statement, on pages
6 and 7, dated December 30, 1996, for its Annual Meeting of
Shareholders to be held on February 6, 1997.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) 1. All Financial Statements
Page in
Form 10-K
Report of Independent Public Accountants 26
Summary of Significant Accounting Policies and
Basis of Financial Statement Presentation 27
Consolidated Statement of Income for the Years
Ended September 30, 1996, 1995 and 1994 30
Consolidated Statement of Retained Earnings for
the Years Ended September 30, 1996, 1995
and 1994 30
Consolidated Balance Sheet at September 30, 1996
and 1995 31
Consolidated Statement of Capitalization at
September 30, 1996 and 1995 32
Consolidated Statement of Cash Flows for the
Years Ended September 30, 1996, 1995 and 1994 33
Notes to Consolidated Financial Statements 34
(a) 2. Financial Statement Schedules
The following additional data should be read in conjunction with
the financial statements included in Part II, Item 8. Schedules
not included herein have been omitted because they are not
applicable or the required information is shown in such financial
statements or notes thereto.
(a) 3. Exhibits
(3) Articles of incorporation and by-laws
By-laws of the Company, dated February 1, 1996, duly filed
in December 1996 as Exhibit 3(b) to KeySpan Energy
Corporation's Form S-4.
Restated Certificate of Incorporation of the Company filed
August 1, 1989, and Certificate of Amendment filed
July 2, 1993; incorporated by reference from Exhibit
4(b) to Form S-3 Registration Statement No. 33-50249.
(4) Instruments defining the rights of security holders,
including indentures:
Official Statement, dated December 4, 1985, respective of
$125,000,000 of New York State Energy Research and
Development Authority Variable Rate Gas Facilities
Revenue Bonds Series 1985 I and 1985 II, incorporated
by reference from Form 10-K for the year ended
September 30, 1985.
Participation Agreement, dated as of December 1, 1985,
between the New York State Energy Research and
Development Authority and The Brooklyn Union Gas
Company relating to the Variable Rate Gas Facilities
Revenue Bonds Series 1985 I and 1985 II, incorporated
by reference from Form 10-K for the year ended
September 30, 1985.
Indenture of Trust, dated December 1, 1985, between New York
State Energy Research and Development Authority and
Chemical Bank, as Trustee, relating to the Variable
Rate Gas Facilities Revenue Bonds Series 1985 I and
1985 II, incorporated by reference from Form 10-K for
the year ended September 30, 1985.
Official Statement, dated February 23, 1989, respective of
$90,000,000 of the New York State Research and
Development Authority Adjustable Rate Gas Facilities
Revenue Bonds Series 1989A and Series 1989B,
incorporated by reference from Form S-8 Registration
Statement No. 33-29898.
Participation Agreement, dated as of February 1, 1989,
between the New York State Energy Research and
Development Authority and The Brooklyn Union Gas
Company relating to the Adjustable Rate Gas Facilities
Revenue Bonds Series 1989A, incorporated by reference
from Form 10-K for the year ended September 30, 1989.
Participation Agreement, dated as of February 1, 1989,
between the New York State Energy Research and
Development Authority and The Brooklyn Union Gas
Company relating to the Adjustable Rate Gas Facilities
Revenue Bonds Series 1989B, incorporated by reference
from Form 10-K for the year ended September 30, 1989.
Indenture of Trust, dated February 1, 1989, between the
New York State Energy Research and Development
Authority and Manufacturers Hanover Trust Company, as
Trustee, relating to the Adjustable Rate Gas Facilities
Revenue Bonds Series 1989A, incorporated by reference
from Form 10-K for the year ended September 30, 1989.
Indenture of Trust, dated February 1, 1989, between the
New York State Energy Research and Development
Authority and Manufacturers Hanover Trust Company, as
Trustee,
relating to the Adjustable Rate Gas Facilities
Revenue Bonds Series 1989B, incorporated by reference
from Form 10-K for the year ended September 30, 1989.
Official Statement, dated July 24, 1991, respective of
$50,000,000 of the New York State Research and
Development Authority Gas Facilities Revenue Bonds
Series 1991A and $50,000,000 of the New York State
Research and Development Authority Gas Facilities
Revenue Bonds Series 1991B, incorporated by reference
from Form 10-K for the year ended September 30, 1991.
Participation Agreement, dated as of July 1, 1991,between
the New York State Energy Research and Development
Authority and The Brooklyn Union Gas Company relating
to the Gas Facilities Revenue Bonds Series 1991A and
1991B, incorporated by reference from Form 10-K for the
year ended September 30, 1991.
Indenture of Trust, dated as of July 1, 1991, between the
New York State Energy Research and Development
Authority and Manufacturers Hanover Trust Company, as
Trustee, relating to the Gas Facilities Revenue Bonds
Series 1991A and 1991B, incorporated by reference from
Form 10-K for the year ended September 30, 1991.
Official Statement, dated July 23, 1992, respective of
$37,500,000 of the New York State Energy Research and
Development Authority Gas Facilities Revenue Bonds
Series 1993A and $37,500,000 of the New York State
Energy Research and Development Authority Gas
Facilities Revenue Bonds Series 1993B, incorporated by
reference from Form 10-K for the year ended September
30, 1992.
Participation Agreement, dated as of July 1, 1992, between
the New York State Energy Research and Development
Authority and The Brooklyn Union Gas Company relating
to the Gas Facilities Revenue Bonds Series 1993A and
1993B, incorporated by reference from Form 10-K for the
year ended September 30, 1992.
Indenture of Trust, dated as of July 1, 1992, between the
New York State Energy Research and Development
Authority and Chemical Bank, as Trustee, relating to
the Gas Facilities Revenue Bonds Form Series 1993A and
1993B, incorporated by reference from Form 10-K for the
year ended September 30, 1992.
Official Statement, dated April 29, 1992, respective of
$90,000,000 of the New York State Energy Research and
Development Authority, 6.75% Gas Facilities Revenue
Bonds, replacing $45,000,000 Series 1989A and
$45,000,000 Series 1989B, incorporated by reference
from Form 10-K for the year ended September 30, 1992.
First Supplemental Participation Agreement dated as of May
1, 1992 to Participation Agreement dated February 1,
1989 between the New York State Energy Research and
Development Authority and The Brooklyn Union Gas
Company relating to Adjustable Rate Gas Facilities
Revenue Bonds, Series 1989A & B, incorporated by
reference from Form 10-K for the year ended September
30, 1992.
First Supplemental Trust Indenture dated as of May 1, 1992
to Trust Indenture dated February 1, 1989 between the
New York State Energy Research and Development
Authority and Manufacturers Hanover Trust Company, as
Trustee, relating to Adjustable Rate Gas Facilities
Revenue Bonds, Series 1989A & B, incorporated by
reference from Form 10-K for the year ended September
30, 1992.
Official Statement, dated July 15, 1993, respective of
$25,000,000 of the New York State Energy Research and
Development Authority Gas Facilities Revenue Bonds
Series D-1 and $25,000,000 of the New York State Energy
Research and Development Authority Gas Facilities
Revenue Bonds Series D-2, incorporated by reference
from Form S-8 Registration Statement No. 33-66182.
Participation Agreement, dated July 15, 1993, between the
New York State Energy Research and Development
Authority and The Brooklyn Union Gas Company relating
to the Gas Facilities Revenue Bonds Series D-1 1993 and
Series D-2 1993, incorporated by reference from Form
S-8 Registration Statement No. 33-66182.
Indenture of Trust, dated July 15, 1993, between The New
York State Energy Research and Development Authority
and Chemical Bank as Trustee, relating to the Gas
Facilities Revenue Bonds Series D-1 1993 and Series D-2
1993, incorporated by reference from Form S-8
Registration Statement No. 33-60182.
Official Statement, dated July 8, 1993, respective of
$55,000,000 of the New York State Energy Research and
Development Authority Gas Facilities Revenue Bonds
Series C, incorporated by reference from Form 10-K for
the year ended September 30, 1993.
First Supplemental Participation Agreement dated as of
July 1, 1993 to Participation Agreement dated as of
June 1, 1990, between the New York State Energy
Research and Development Authority and The Brooklyn
Union Gas Company relating to Gas Facilities Revenue
Bonds Series C, incorporated by reference from Form
10-K for the year ended September 30, 1993.
First Supplemental Trust Indenture dated as of July 1, 1993
to Trust Indenture dated as of June 1, 1990 between the
New York State Energy Research and Development
Authority and Chemical Bank, as Trustee, relating to
Gas Facilities Revenue Bonds Series C, incorporated by
reference from Form 10-K for the year ended September
30, 1993.
Official Statement, dated January 15, 1996, respective of
$153,500,000 of the New York State Energy Research and
Development Authority, 5 1/2% Gas Facilities Revenue
Bonds Series 1996, replacing $98,500,000 Series 1985A
and $55,000,000 Series 1985.
Participation Agreement, dated January 1, 1996, between the
New York Energy Research and Development Authority and
The Brooklyn Union Gas Company relating to the Gas
Facilities Revenue Bonds Series 1996.
Indenture of Trust, dated January 1, 1996, between The New
York State Energy Research and Development Authority
and Chemical Bank, as Trustee, relating to the Gas
Facilities Revenue Bonds Series 1996.
(10) Material contracts
Deferred Compensation Plan Preamble, dated, December 17,
1986, incorporated by reference from Form 10-K for the
year ended September 30, 1987.
Corporate Incentive Compensation Plan Description,
incorporated by reference from Form 10-K for the year
ended September 30, 1989.
Marketing Incentive Compensation Plan Description,
incorporated by reference from Form 10-K for the year
ended September 30, 1989.
Deferral Plan for Incentive Awards Description, incorporated
by reference from Form 10-K for the year ended
September 30, 1989.
Agreement of Lease between Forest City Jay Street Associates
and The Brooklyn Union Gas Company dated September 15,
1988, incorporated by reference from Form 10-K for the
year ended September 30, 1990.
Long-Term Performance Incentive Compensation Plan, dated
November 15, 1995.
(11) Statement re: Computation of per share earnings. See Part
II, Item 8., "Financial Statements and Supplementary
Data - Consolidated Statement of Income for the Years
Ended September 30, 1996, 1995 and 1994," for
information required by this item.
(12) Statement re: Computation of consolidated ratio of earnings
to fixed charges
(21) Subsidiaries of the registrant
(23) Consents of experts
(27) Financial data schedule
(99) Shareholder Letter dated December 30, 1996 including the
attachment, announcing the agreement dated December 29,
1996 between the Company, Long Island Lighting
Company and NYECO Corp.
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K during the quarter ended
September 30, 1996. There was an 8-K filed on December 29, 1996
pertaining to the agreement entered into between the Company,
Long Island Lighting Company and NYECO Corp.
THE BROOKLYN UNION GAS COMPANY AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994
(Thousands of Dollars)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Balance at Additions Balance at
Beginning Charged to End of
Description of Period Expense Deductions Period
______________________________ ____________ ______________ ______________ ______________
Year Ended September 30, 1996
Allowance for uncollectible
accounts $13,730 $20,676 $18,790 (a) $15,616
____________ ______________ ______________ ______________
Reserve for injuries and damages
Public Liability $5,900 $5,788 $3,412 (b) $8,276
Workers' Compensation 1,590 450 1,193 (b) 847
____________ ______________ ______________ ______________
$7,490 $6,238 $4,605 $9,123
____________ ______________ ______________ ______________
Year Ended September 30, 1995
Allowance for uncollectible
accounts $14,963 $17,494 $18,727 (a) $13,730
____________ ______________ ______________ ______________
Reserve for injuries and damages
Public Liability $5,350 $4,368 $3,818 (b) $5,900
Workers' Compensation 1,425 500 335 (b) 1,590
____________ ______________ ______________ ______________
$6,775 $4,868 $4,153 $7,490
____________ ______________ ______________ ______________
Year Ended September 30, 1994
Allowance for uncollectible
accounts $14,212 $18,737 $17,986 (a) $14,963
____________ ______________ ______________ ______________
Reserve for injuries and damages $6,816 $3,447 $3,488 (b) $6,775
____________ ______________ ______________ ______________
(a) Write-off of bad debts, net of recoveries.
(b) Cost of injury and damage claims.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: January 8, 1997
THE BROOKLYN UNION GAS COMPANY
By: /s/ Richard M. Desmond
Richard M.Desmond
Vice President, Comptroller
and Chief Accounting Officer