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
March 30, 1999 (March 30, 1999)
Date of report (Date of earliest event reported)
MARKETSPAN CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-14161 11-3431358
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
175 East Old Country Road
Hicksville, New York 11801
One MetroTech Center
Brooklyn, New York 11201
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (516) 755-6650 (Hicksville)
(718) 403-1000 (Brooklyn)
Item 5. Other Events
Rights Agreement. On March 30, 1999, the Board of Directors of
MarketSpan Corporation, doing business as KeySpan Energy (the "Company"),
declared a dividend distribution of one Right for each outstanding share of
common stock, par value $.01 per share, of the Company (the "Common Stock") to
shareholders of record at the close of business on April 14, 1999 (the "Record
Date"). Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of a series of cumulative preferred stock of the
Company designated Series D Preferred Stock (the "Preferred Stock"), at a price
of $95.00 (the "Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
by and between the Company and The Bank of New York, as Rights Agent (the
"Rights Agent"), which is filed as Exhibit 4 hereto and is incorporated herein
by reference.
Until the Distribution Date (or earlier redemption or expiration
of the Rights), which is defined below, the Rights will be evidenced, with
respect to any of the Common Stock certificates outstanding prior to the
Distribution Date, by such Common Stock certificates. Until the Distribution
Date, (or earlier redemption or expiration of the Rights), (i) the Rights will
be transferred with and only with the Common Stock, (ii) new Common Stock
certificates issued after the Record Date upon transfer, replacement or new
issuance of Common Stock will be deemed to be issued with Rights and will
contain a notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificate for Common Stock will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date. From and after the Distribution Date, such separate Rights
Certificates alone will evidence the Rights. Except as otherwise determined by
the Board of Directors, and except in connection with the exercise of employee
stock options, any other issuance of Common Stock with respect to awards
outstanding under employee benefit plans outstanding on the Distribution Date
and in connection with the conversion of convertible securities issued after
March 30, 1999, only Common Stock issued prior to the Distribution Date will be
issued with Rights.
"Distribution Date" shall mean the earlier to occur of (i) 10
business days following the date of a public announcement that a person,
together with persons affiliated or associated with it, has acquired beneficial
ownership of 20% or more of the outstanding Common Stock or (ii) 10 business
days following the earlier of the commencement of, or the first public
announcement of the intent to commence, a tender offer or exchange offer by a
person other than the Company if, upon consummation of the offer, such person,
together with persons affiliated or associated with it, would be the beneficial
owner of 20% or more of the outstanding Common Stock. The Rights are not
exercisable until the Distribution Date. The Rights will expire at the close of
business on March 30, 2009 (the "Final Expiration Date"), unless earlier
redeemed or exchanged by the Company as described below.
The Purchase Price payable and the number of and kind of shares of
Preferred Stock or other securities or property issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights, options or warrants to subscribe for
Preferred Stock (or shares having the same rights, privileges and preferences as
the shares of Preferred Stock) at less than the current market price of the
Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock
of evidences of indebtedness, securities, cash or assets (excluding regular
periodic dividends out of earnings or retained earnings) or of subscription
rights or warrants (other than those referred to above). With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in the Purchase
Price. No fractional shares of Preferred Stock will be issued upon the exercise
of any Right or Rights (other than fractions which are integral multiples of one
one-hundredth of a share of Preferred Stock), and in lieu thereof an adjustment
in cash will be made based on the current market price of the Preferred Stock on
the last trading day prior to the date of exercise.
Any of the events described in the succeeding second and fourth
paragraphs are defined as a "Triggering Event."
"Acquiring Person" shall mean any person who constitutes an
"Interested Shareholder" as defined in Section 912 of the New York Business
Corporation Law, in effect from time to time, (generally defined to include any
person who or which, together with all persons affiliated or associated with it,
shall be the beneficial owner of 20% or more of the shares of Common Stock then
outstanding), but shall not include the Company, any subsidiary of the Company,
any employee benefit plan of the Company or of any subsidiary of the Company, or
any person or entity organized, appointed or established by the Company or
pursuant to the terms of any such plan.
In the event that a person, together with persons affiliated or
associated with it, becomes an Acquiring Person (except as a result of
repurchases of stock by the Company or certain inadvertent actions by
institutional or certain other shareholders), proper provision shall be made so
that each holder of a Right, except as provided below, shall thereafter have the
right to receive, upon exercise thereof, Common Stock (or, in certain
circumstances as determined by the Company, other securities, cash, or other
property) having a value of two times the Purchase Price. Notwithstanding any of
the foregoing, following the occurrence of the event set forth in this
paragraph, all Rights that are, or (under certain circumstances set forth in the
Rights Agreement) were, beneficially owned by any Acquiring Person (or by
certain related parties and transferees) will be null and void. Rights are not
exercisable following the occurrence of the event set forth above until such
time as the Rights are no longer redeemable by the Company, as set forth below.
For example, at an exercise price of $95.00 per Right, each Right
not owned by an Acquiring Person (or by certain related parties and transferees)
following an event set forth in the preceding paragraph would entitle its holder
to purchase $190.00 worth of Common Stock (or other consideration, as noted
above) for $95.00. Assuming that the Common Stock had a per share value of
$47.50 at such time, the holder of each valid Right would be entitled to
purchase 4 shares of Common Stock for $95.00.
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In the event that, at any time following the Stock Acquisition
Date, which is defined below, (i) the Company is acquired in a merger or other
business combination transaction in which the Company is not the surviving
corporation (other than a merger which follows an offer described in the second
preceding paragraph), or (ii) fifty percent (50%) or more of the Company's
assets, cash flow or earning power is sold or transferred, proper provision
shall be made so that each holder of a Right (other than Rights that theretofore
become null and void as described in the second preceding paragraph) shall
thereafter have the right to receive, upon exercise thereof, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right.
At any time until the close of business on the tenth business day
following the date of a public announcement that a person has become an
Acquiring Person (the "Stock Acquisition Date"), the Company may redeem all, but
not less than all, the then outstanding Rights at a redemption price of $.01 per
Right (the "Redemption Price"). Immediately upon the action of the Board of
Directors of the Company ordering redemption of the Rights, the Rights will
terminate and the only right of the holder of Rights will be to receive the
Redemption Price.
At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding shares of Common Stock and prior to the acquisition by such person
or group of 50% or more of the outstanding shares of Common Stock, the Board of
Directors may exchange the Rights (other than Rights owned by such person or
group which have become void), in whole or in part, at an exchange ratio of one
share of Common Stock, or one one-hundredth of a share of Preferred Stock (or of
a share of a class or series of the Company's preferred stock having equivalent
rights, preferences and privileges), per Right (subject to adjustment).
Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date.
Thereafter, the provisions of the Rights Agreement may be amended by the Board
of Directors of the Company in order to (i) cure any ambiguity, (ii) shorten or
lengthen any time period under the Rights Agreement, or (iii) make changes that
will not adversely affect the interests of the holders of Rights; provided such
lengthening is for the purpose of protecting, enhancing or clarifying the rights
of, and/or the benefits to, the holders of Rights, and further; provided, that
no amendment may be made at such time as the Rights are not redeemable.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to shareholders or to the Company, shareholders may, depending on
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on redemption of the Rights or on a
substantial number of Rights being acquired. The Rights should not interfere
with any merger or other business combination approved by the Board of Directors
of the Company prior to the time that the Rights may not be redeemed (as
described above) since the Board of Directors may, at its option, at any time
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until such date redeem all but not less than all of the then outstanding Rights.
The Rights are designed to provide additional protection against abusive
takeover tactics such as offers for all shares at less than full value, partial
tender offers and selective open-market purchases. The Rights are intended to
assure that the Company's Board of Directors has the ability to protect
stockholders and the Company if efforts are made to gain control of the Company
in a manner that is not in the best interests of the Company and its
stockholders.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
(i) Rights Agreement, dated March 30, 1999, by and
between MarketSpan Corporation, doing business as
KeySpan Energy, and The Bank of New York, as Rights
Agent. The Rights Agreement includes as Exhibit A
thereto the Certificate of Amendment to the
Certificate of Incorporation for the Series D
Preferred Stock, as Exhibit B thereto the Form of
Rights Certificate and as Exhibit C thereto the
Summary of Rights to Purchase Series D Preferred
Stock.
(ii) Press Release, dated March 30, 1999.
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SIGNATURE
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, thereunto duly authorized.
MARKETSPAN CORPORATION
Dated: March 30, 1999 By: /s/ Craig G. Matthews
---------------------
Craig G. Matthews
President and Chief Operating Officer
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INDEX TO EXHIBITS
Exhibit
No. Description
- ------------- -----------------------------------------------------------
4 Rights Agreement, dated March 30, 1999, by and between
MarketSpan Corporation, doing business as KeySpan Energy,
and The Bank of New York, as Rights Agent. The Rights
Agreement includes as Exhibit A thereto the Certificate of
Amendment to the Certificate of Incorporation for the
Series D Preferred Stock, as Exhibit B thereto the Form of
Rights Certificate and as Exhibit C thereto the Summary of
Rights to Purchase Series D Preferred Stock.
99 Press Release, dated March 30, 1999.
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