SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 6, 2002
KEYSPAN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
New York 1-14161 11-3431358
(State or other (Commission File Number) (I.R.S. Employer
Jurisdiction Identification No.)
of Incorporation)
175 East Old Country Road, Hicksville, New York 11801
One MetroTech Center, Brooklyn, New York 11201
(Address of principal executive offices) (Zip Code)
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(516) 755-6650 (Hicksville)
(718) 403-1000 (Brooklyn)
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
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On May 6, 2002, KeySpan Corporation (the "Company") issued 8,000,000
MEDS Equity Units initially consisting of 8,000,000 Corporate MEDS (the
"Corporate MEDS"). The Corporate MEDS were issued under the Company's
previously filed Registration Statement on Form S-3 (Reg. No. 333-82230),
which became effective February 14, 2002 (the "Registration Statement"), and
the related prospectus supplement, dated April 30, 2002. The Corporate MEDS
will initially consist of a purchase contract issued by the Company and $50
principal amount of the Company's Notes due 2008 (the "Notes"). Each Corporate
MEDS purchase contract will (1) include the right to receive quarterly
contract adjustment payments from the Company on the purchase contract and (2)
obligate the holder to purchase, and the Company to sell, a number of shares
of the Company's common stock no later than May 16, 2005. The number of shares
of common stock to be issued on the purchase contract settlement date will be
between 1.1804 and 1.4164 shares per Corporate MEDS depending on the
20-trading day average closing price of the Company's common stock prior to
the purchase contract settlement date. Each Note matures on May 16, 2008.
As exhibits to the Registration Statement, the Company filed draft forms
of several agreements relating to the MEDS Equity Units. The Company
subsequently offered and sold 8,000,000 Corporate MEDS at a price of $50 per
unit with quarterly payments of an initial annual combined rate of 8.75%
pursuant to a prospectus supplement, the final form of which was filed
pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended, on May
2, 2002. The Corporate MEDS were offered by J.P. Morgan Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co.,
Credit Lyonnais Securities (USA) Inc., Scotia Capital (USA) Inc. and The
Williams Capital Group, L.P., as underwriters. In connection with the offering
and sale of the Corporate MEDS, the Company finalized certain agreements
relating to the MEDS Equity Units that had been previously filed in draft
form. The final forms of those agreements and certain other agreements
relating to the MEDS Equity Units are filed herewith as exhibits, as set forth
in Item 7 hereof.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
1 Underwriting Agreement, dated April 30, 2002,
between the Company and J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Goldman, Sachs & Co., Credit
Lyonnais Securities (USA) Inc., Scotia Capital
(USA) Inc. and The Williams Capital Group, L.P.
4.1 First Supplemental Indenture, dated as of May
6, 2002, between the Company and JPMorgan Chase
Bank, as trustee.
4.2 Second Supplemental Indenture, dated as of May
6, 2002, between the Company and JPMorgan Chase
Bank, as trustee.
4.3 Purchase Contract Agreement, dated as of May 6,
2002, between the Company and JPMorgan Chase
Bank, as purchase contract agent.
4.4 Pledge Agreement, dated as of May 6, 2002,
between the Company, JPMorgan Chase Bank, as
purchase contract agent, and The Bank of New
York, as collateral agent, custodial agent and
securities intermediary.
4.5 Remarketing Agreement, dated as of May 6, 2002,
between the Company, JPMorgan Chase, as
purchase contract agent, and J.P. Morgan
Securities Inc., as remarketing agent.
4.6 Form of Corporate MEDS (included in Exhibit 4.3
hereto).
4.7 Form of Treasury MEDS (included in Exhibit 4.3
hereto).
4.8 Form of Note due 2008 (included in Exhibit 4.2
hereto).
SIGNATURES
Pursuant to the requirements 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.
KEYSPAN CORPORATION
(Registrant)
By: /s/ Steven L. Zelkowitz
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Name: Steven L. Zelkowitz
Title: Executive Vice President and
General Counsel
Date: May 6, 2002
INDEX TO EXHIBITS
Exhibit Number Description
1 Underwriting Agreement, dated April 30, 2002, between the
Company and J.P. Morgan Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co.,
Credit Lyonnais Securities (USA) Inc., Scotia Capital (USA)
Inc. and The Williams Capital Group, L.P.
4.1 First Supplemental Indenture, dated as of May 6, 2002,
between the Company and JPMorgan Chase Bank, as trustee.
4.2 Second Supplemental Indenture, dated as of May 6, 2002,
between the Company and JPMorgan Chase Bank, as trustee.
4.3 Purchase Contract Agreement, dated as of May 6, 2002,
between the Company and JPMorgan Chase Bank, as purchase
contract agent.
4.4 Pledge Agreement, dated as of May 6, 2002, between the
Company, JPMorgan Chase Bank, as purchase contract agent,
and The Bank of New York, as collateral agent, custodial
agent and securities intermediary.
4.5 Remarketing Agreement, dated as of May 6, 2002, between the
Company, JPMorgan Chase, as purchase contract agent, and
J.P. Morgan Securities Inc., as remarketing agent.
4.6 Form of Corporate MEDS (included in Exhibit 4.3 hereto).
4.7 Form of Treasury MEDS (included in Exhibit 4.3 hereto).
4.8 Form of Note due 2008 (included in Exhibit 4.2 hereto).