SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): December 29, 1996
THE BROOKLYN UNION GAS COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 1-722 11-0584613
--------------------- ---------------- ---------------
(State of Incorporation) (Commission File (IRS Employer
Number) Identification
Number)
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
Item 5. Other Events.
------------
On December 29, 1996, The Brooklyn Union Gas Company (the "Company"),
entered into an Agreement and Plan of Exchange (the "Exchange Agreement") with
Long Island Lighting Company, a New York corporation ("Lilco") and NYECO Corp.,
a New York corporation ("NYECO"), providing for a business combination between
the Company and Lilco, to be effected as binding share exchanges between NYECO
and the Company, and NYECO and Lilco. NYECO is a holding company formed by the
Company and Lilco to manage their combined businesses.
The Exchange Agreement is attached as Exhibit 2 hereto and its terms are
incorporated herein by reference. The Company and Lilco have issued a joint
press release announcing the Exchange Agreement, which is attached as Exhibit 99
hereto and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
------------------------------------------------------
and Exhibits
------------
The following exhibits are filed as part of this report:
2 Agreement and Plan of Exchange, dated as of December 29, 1996, by and
among The Brooklyn Union Gas Company, Long Island Lighting Company and
NYECO Corp.
99 Press release dated December 29, 1996
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: December 29, 1996
THE BROOKLYN UNION GAS COMPANY
By: /s/ R.R. Wieczorek
------------------------------
R.R. Wieczorek
Vice President, Secretary &
Treasurer
-2-
EXHIBIT INDEX
Exhibit
Number Description
- ------- ------------
2 Agreement and Plan of Exchange, dated as of December 29,
1996, by and among The Brooklyn Union Gas Company, Long
Island Lighting Company and NYECO Corp.
99 Press release dated December 29, 1996
-3-