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) : October 6, 2000
KEYSPAN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
New York
(State or Other Jurisdiction of Incorporation)
1-14161 11-3431358
(Commission File Number) (IRS Employer 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)
(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
As previously reported, On November 4, 1999, KeySpan Corporation
("KeySpan") and Eastern Enterprises ("Eastern") entered into an Agreement and
Plan of Merger pursuant to which KeySpan will acquire all of the issued and
outstanding common stock of Eastern for $64.00 per share in cash, subject to
adjustment. The transaction will be accounted for as a purchase and is expected
to close before the end of the year.
KeySpan is making this filing in order to include the historical
financial statements of Eastern included in Item 7 hereof.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Eastern
The following financial statements, which are included in the
documents filed by Eastern with the Commission are filed as
exhibits herein:
(1) Financial statements included in Eastern's Annual
Report on Form 10-K for the year ended December 31,
1999:
Consolidated Statement of Operations for the years ended December
31, 1999, 1998 and 1997
Consolidated Balance Sheet as of December 31, 1999 and December
31, 1998
Consolidated Statement of Cash Flows for the years ended December
31, 1999, 1998 and 1997
Consolidated Statement of Shareholders' Equity for the years
ended December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements for the years ended
December 31, 1999, 1998 and 1997
Report of Independent Public Accountants
Management's Discussion and Analysis of Financial Condition and
Results of Operations
(2) Financial statements included in Eastern's Quarterly
Report on Form 10-Q for the quarter ended June 30,
2000:
Consolidated Statements of Operations for the
three and six month periods ended June 30, 2000
and 1999 (Unaudited)
Consolidated Balance Sheet for the periods ended
June 30, 2000 (Unaudited), December 31, 1999
(Audited) and June 30, 1999 (Unaudited)
Consolidated Statement of Cash Flows for the six
month periods ended June 30, 2000 and 1999
(Unaudited)
Notes to Consolidated Financial Statements for
the six month periods ended June 30, 2000 and
1999 (Unaudited)
Management's Discussion and Analysis of Financial
Condition and Results of Operations
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
Dated: October 6, 2000 By: /s/Gerald Luterman
------------------
Name: Gerald Luterman
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX PAGE
99.1 Financial statements included in Eastern's Annual Report on Form 10_K for
the year ended December 31, 1999:
Consolidated Statement of Operations for the years ended December 31, 1999,
1998 and 1997
Consolidated Balance Sheet as of December 31, 1999 and December 31, 1998
Consolidated Statement of Cash Flows for the years ended December 31, 1999,
1998 and 1997
Consolidated Statement of Shareholders' Equity for the years ended December
31, 1999, 1998 and 1997
Notesto Consolidated Financial Statements for the years ended December 31,
1999, 1998 and 1997
Report of Independent Public Accountants
Management's Discussion and Analysis of Financial Condition and Results of
Operations
99.2 Financial statements included in Eastern's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000:
Consolidated Statements of Operations for the three and six month periods
ended June 30, 2000 and 1999 (Unaudited)
Consolidated Balance Sheet for the periods ended June 30, 2000 (Unaudited),
December 31, 1999 (Audited) and June 30, 1999 (Unaudited)
Consolidated Statement of Cash Flows for the six month periods ended June
30, 2000 and 1999 (Unaudited)
Notes to Consolidated Financial Statements for the six month periods ended
June 30, 2000 and 1999 (Unaudited)
Management's Discussion and Analysis of Financial Condition and Results of
Operations