As Filed with the Securities and Exchange Commission on December 13, 2000
Registration No. 333-53657
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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KEYSPAN CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK
(State of incorporation)
11-3431358
(I.R.S. employer identification number)
STEVEN L. ZELKOWITZ, ESQ.
ONE METROTECH CENTER, BROOKLYN, NEW YORK 11201
175 EAST OLD COUNTRY ROAD, HICKSVILLE, NEW YORK 11801
(718) 403-1000 (BROOKLYN)
(516) 755-6650 (HICKSVILLE)
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices and agent for service)
-------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From
time to time after this Registration Statement becomes effective as determined
by market conditions.
-------------------------------
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. |_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(C) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
This Post Effective Amendment No. 1 to Form S-3 Registration
Statement (333-53657) is being filed to amend the current KeySpan Investor
Program prospectus. The accompanying prospectus supersedes the Investor Program
prospectus and prospectus supplements which were filed with the Securities and
Exchange Commission on May 27, 1998, August 12, 1999 and December 6, 1999.
The registration fee was paid at the time of the original filing of
the Form S-3 Registration Statement.
[GRAPHIC_OMITTED]
KeySpan Corporation
INVESTOR PROGRAM
COMMON STOCK,
$0.01 PAR VALUE, PER SHARE
5,000,000 SHARES
Our Common Stock is primarily listed on the New York Stock Exchange under the
symbol KSE. Investing in KeySpan's Common Stock involves risks associated with
market fluctuations.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS ANY SUCH
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 1, 2001
TABLE OF CONTENTS
Page
About this Prospectus.........................................................................................
Profile of KeySpan Corporation................................................................................
Investor Program Highlights...................................................................................
Description of the Program....................................................................................
Summary.................................................................................................
Questions and Answers...................................................................................
Purpose............................................................................................
Advantages and Disadvantages.......................................................................
Program Administration.............................................................................
Eligibility........................................................................................
Enrollment Procedure...............................................................................
Common Stock Purchases.............................................................................
Stock Certificates and Safe Keeping................................................................
Sale of Shares.....................................................................................
Transfer of Shares.................................................................................
Option Changes and Discontinuation of Reinvestment.................................................
Reports to Participants............................................................................
Federal income Taxes...............................................................................
Other Information..................................................................................
Use of Proceeds...............................................................................................
Plan of Distribution
Legal Opinions................................................................................................
Experts.......................................................................................................
Incorporation of Documents by Reference.......................................................................
ABOUT THIS PROSPECTUS
As used in this prospectus and any prospectus supplement, except as the
context otherwise requires, "we," "us," "our," "Company," and "KeySpan" mean
KeySpan Corporation.
This prospectus supersedes the Investor Program prospectus and prospectus
supplements which were filed with the Securities and Exchange Commission on May
27, 1998, August 12, 1999 and December 6, 1999. Approximately 2.7 million shares
have been issued under the Investor Program from May 27, 1999 through December
31, 2000.
PROFILE OF KEYSPAN CORPORATION
KeySpan Corporation, a New York corporation, was formed in May 1998, as a
result of the business combination of KeySpan Energy Corporation, the parent of
The Brooklyn Union Gas Company, and certain businesses of the Long Island
Lighting Company. On November 8, 2000, we acquired Eastern Enterprises, a
Massachusetts business trust, and the parent of several gas utilities operating
in Massachusetts. Also on November 8, 2000, Eastern acquired EnergyNorth, Inc.,
the parent of a gas utility operating in central New Hampshire. As a result of
the acquisitions, we now haves assets of more than $10 billion and have
increased our customer base by approximately 800,000 New England customers, for
a total of 2.4 million gas customers throughout the Northeast.
Our core business is gas distribution, conducted by our six regulated gas
utility subsidiaries: The Brooklyn Union Gas Company d/b/a KeySpan Energy
Delivery New York and KeySpan Gas East Corporation d/b/a KeySpan Energy Delivery
Long Island distribute gas to customers in the Boroughs of Brooklyn, Queens and
Staten Island in New York City and the Counties of Nassau and Suffolk on Long
Island, respectively; Boston Gas Company, Colonial Gas Company and Essex Gas
Company, each doing business as KeySpan Energy Delivery New England, distribute
gas to customers in eastern and central Massachusetts; and EnergyNorth Natural
Gas, Inc. d/b/a KeySpan Energy Delivery New England distributes gas to customers
in central New Hampshire. throughout the Northeast.
We are also a major, and growing, generator of electricity. We own and
operate five large generating plants and 42 smaller facilities in Nassau and
Suffolk Counties on Long Island and lease and operate a major facility in Queens
County in New York City. Under contractual arrangements, we provide power,
electric transmission and distribution services, billing and other customer
services for approximately one million electric customers of the Long Island
Power Authority on Long Island.
Our other subsidiaries are involved in oil and gas exploration and
production; gas storage; wholesale and retail gas and electric marketing;
appliance service; heating, ventilation and air conditioning installation and
services; large energy-system ownership, installation and management;
telecommunications; energy-related internet activities; fuel cells; water
barging activities, including the hauling of fuel and other cargo;
transportation by truck of liquid natural gas and propane; and providing meter
reading equipment and services to municipal utilities. We also invest in, and
participate in the development of, pipelines and other energy-related projects,
domestically and internationally.
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We are a registered holding company under the Public Utility Holding
Company Act of 1935, as amended. Therefore, our corporate and financial
activities and those of our subsidiaries (including their ability to pay
dividends to us) are subject to regulation by the Securities and Exchange
Commission. Under our holding company structure, we have no independent
operations or source of income of our own and conduct substantially all of our
operations through our subsidiaries and, as a result, we depend on the earnings
and cash flow of, and dividends or distributions from, our subsidiaries to
provide the funds necessary to meet our debt and contractual obligations.
Furthermore, a substantial portion of our consolidated assets, earnings and cash
flow is derived from the operations of our regulated utility subsidiaries, whose
legal authority to pay dividends or make other distributions to us is subject to
regulation by state regulatory authorities.
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INVESTOR PROGRAM HIGHLIGHTS
We are pleased to offer you the opportunity to participate in the KeySpan
Investor Program (the "Program"), a direct stock purchase and dividend
reinvestment plan. The Program is designed to provide you with:
o A convenient and inexpensive way to purchase and sell shares of
KeySpan common stock ("Common Stock").
o The chance to purchase additional shares of Common Stock, and to
reinvest all or a portion of your cash dividends.
o The opportunity to make additional cash purchases of Common
Stock by check, money order or automatic deduction from your
checking or savings account at a U.S. bank or financial
institution.
o An option to own and transfer shares of Common Stock without
the need for holding stock certificates.
PROGRAM ADMINISTRATION
We have appointed EquiServe Trust Company N.A., ("EquiServe") as our trust
agent to administer the Program. All purchases of Common Stock will be made by
EquiServe at 100% of the then-current market price of the Common Stock,
calculated as described in this prospectus, either in the open market, or
directly from KeySpan.
Our Common Stock is listed on the New York Stock Exchange under the symbol
KSE. Investing in KeySpan's Common Stock involves risks associated with market
fluctuations.
To the extent required by law, in certain jurisdictions, shares offered
through the Program will be offered through a registered broker/dealer to
persons who are not currently KeySpan shareholders.
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DESCRIPTION OF THE PROGRAM
SUMMARY
This summary highlights selected information from this prospectus, but may
not contain all of the information that is important to you. To fully understand
the Program and for a more complete description of the legal terms of the
Program, you should read this entire document carefully and the documents to
which we have referred you. To find out how to obtain copies of these documents,
see Question 29.
PURPOSE OF THE PROGRAM
The purpose of the Program is to provide our Registered Shareholders
(shareholders whose stock is registered in their name, not in the name of a
broker), our customers and other investors with a simple, convenient and
economical way to make and increase investments in our Common Stock and to
reinvest all or a portion of any cash dividends paid in additional shares of
Common Stock. The Program also provides participants with an economical method
to sell shares of Common Stock.
HOW TO PARTICIPATE IN THE PROGRAM
NEW INVESTORS
o If you are not currently a KeySpan shareholder, you can purchase
Common Stock for the first time with a minimum investment of $250,
with no fee. New investors may make their initial investment in Common
Stock by completing an Initial Investment Form and either mailing it
with a check or money order for at least $250, or, alternatively, you
can authorize EquiServe to automatically deduct your initial
investment from a checking or savings account at a U.S. bank or
financial institution. The automatic deduction feature also provides
new investors with the option of having a minimum of $25 deducted
either monthly or semi-monthly, in order to reach the minumum
investment of $250. However, it will be necessary to notify Equiserve
to stop making automatic deductions.
o New investors can also enroll on the Internet at Equiserve's website
at www.equiserve.com or the investor relations section of KeySpan's
website at www.keyspanenergy.com.
o New investors can reinvest their dividends by checking the dividend
reinvestment option on the Initial Investment Form, or by calling
EquiServe.
REGISTERED SHAREHOLDERS
o If you are a Registered Shareholder, you may make additional
investments (minimum of $25, annual maximum of $150,000) by
check, money order or by authorizing EquiServe to automatically
deduct your investment from a checking or savings account at a
U.S. bank or financial institution.
o Registered Shareholders wishing to change dividend reinvestment
options may do so by completing and submitting an Enrollment
Authorization Form.
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NON-REGISTERED SHAREHOLDERS
o KeySpan shareholders holding their stock through a broker must
become Registered Shareholders to enroll in the Program.
FOR FURTHER INSTRUCTIONS ON HOW TO PARTICIPATE IN THE PROGRAM, PLEASE SEE
QUESTION 7 BELOW.
FEATURES OF THE PROGRAM
o Automatically reinvest all or part of your cash dividends to
purchase additional shares.
o You do not need to reinvest your dividends to participate.
Dividends not reinvested can be paid to you by check or
electronic deposit to your bank account.
o You may sell your shares of Common Stock by instructing
EquiServe, either by telephone, in writing, or through the
Internet. Sale orders are processed daily.
o You may transfer shares or make gifts of shares of Common Stock
easily and at no cost.
o You may make all account inquiries by telephone, writing,
and/or via the Internet.
o Cash investments are processed weekly, usually on Thursdays.
o Your whole and fractional shares of Common Stock are credited to
your Program account in safe and convenient book-entry form.
However, you may request stock certificates free of charge.
o For safekeeping purposes, stock certificates can be converted
into book-entry shares, which will be credited to your Program
account at no cost to you.
FEES AND COMMISSIONS
o KeySpan pays all processing fees for initial investments in the
Program, for additional investments and dividend reinvestments
processed as original issue or treasury shares and for the
annual maintenance cost of your Program account.
o You will be charged only the transaction and brokerage fees
(currently $5.00 per transaction and $0.05 per share) on the
sale of shares of Common Stock through the Program, and
brokerage commissions on all purchases made using open market
shares (which is currently $0.05 per share).
o Returned checks or failed automatic deduction transactions will
result in a charge of $20 to the participant.
o You will be charged $5.00 per year (not to exceed $25.00) for a
duplicate statement older than two calendar years.
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QUESTIONS AND ANSWERS
The following is a question and answer format explanation of the Program
which provides the terms and conditions of the Program.
PURPOSE
1. What is the purpose of the Program?
The purpose of the Program is to provide Registered Shareholders
of Common Stock, customers and other investors a simple,
convenient and economical way to accumulate and increase their
investment in Common Stock and to reinvest all or a portion of
their cash dividends in additional shares of Common Stock. The
Program also provides participants with an economical method to
sell shares of Common Stock.
ADVANTAGES AND DISADVANTAGES
2. What are the advantages of the Program?
The advantages of the Program are as follows:
o DIRECT PURCHASE OF INITIAL SHARES: Persons not presently
owning shares of Common Stock may enroll in the Program by
making an initial investment of at least $250, but not more
than $150,000.
o REINVESTMENT OF DIVIDENDS: Participants may purchase
additional shares of Common Stock automatically by
reinvesting all or a portion of their cash dividends.
Dividend payments not reinvested will be paid to
participants by check or will be deposited electronically
upon written request.
o DIRECT PURCHASE OF COMMON STOCK THROUGH ADDITIONAL CASH
INVESTMENTS: Participants may purchase additional shares of
Common Stock by making additional cash investments by
check, money order or electronic transfer in amounts of at
least $25 per investment, with a maximum allowable
investment of $150,000 per year.
o CERTIFICATE SAFEKEEPING: The Program offers a "safekeeping"
service free of charge, whereby Registered Shareholders may
deposit their Common Stock certificates with Equiserve and
have their certificated shares credited to their Program
account. This feature prevents stock certificate loss,
theft or destruction. Since deposited shares become Program
shares, they may be transferred or sold through the Program
in a convenient and economical manner.
o REDUCED FEES: Fees charged to participants are usually less
than if the individual investor purchased or sold shares
outside of the Program through a broker.
o CERTIFICATES/TRANSFER OR SHARES: Participants may request
the issuance of stock certificates or transfer to another
participant all or a portion of their Program shares free
of charge. Stock certificates will only be issued in whole
share amounts.
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o CONVENIENT, INEXPENSIVE SALE OF SHARES: Participants may
sell Program shares by providing written instructions to
EquiServe , by using the automated telephone sales feature
or via the Internet. Participants will be charged a sales
fee of $5.00 for each transaction and a brokerage
commission of $0.05 per share sold.
o SIMPLIFIED RECORDKEEPING: Participants are furnished an
acknowledgment after each purchase or sale, quarterly
statements and cumulative year-end statements of their
Program accounts, providing a simplified method of
recordkeeping.
3. What are the Disadvantages of the Program?
The disadvantages of the Program are as follows:
o NO INTEREST PAID ON FUNDS PENDING INVESTMENT: No interest
is paid on dividends or optional cash investments held by
EquiServe pending investment or reinvestment.
o PURCHASE/SALE PRICE DETERMINATION: Participants have no
control over the share price or the timing of the sale or
purchase of Program shares. Participants cannot designate a
specific price or a specific date at which to sell or
purchase Common Stock. In addition, participants will not
know the exact number of shares purchased until after the
investment date.
PROGRAM ADMINISTRATION
4. Who administers the Program?
EquiServe has been appointed as our transfer agent, to
administer the Program. EquiServe's responsibilities in
administering the Program include:
o Determining the timing and the making of purchases of Common
Stock on the open market
o Crediting participant's accounts with shares of Common Stock
acquired under the Program
o Maintaining Program account records o Sending statements of
Program account activity to participants.
5. Who should I contact with questions regarding the Program and
its administration?
You may contact EquiServe by writing to:
EquiServe
P.O. Box 2598
Jersey City, NJ 07303-2598
You may also contact EquiServe at one of the telephone numbers
listed below:
o Shareholder customer service, including sale of shares:
1-800-482-3638 (within the U.S. and Canada) and
1-201-324-0498 (outside the U.S. and Canada).
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o New investors requesting Program material: 1-800-948-1691 (available
24 hours, 7 days a week) and TDD: 1-201-222-4955 (a telecommunications
device for the hearing impaired is available).
You may also contact EquiServe via the Internet. EquiServe's Internet
address is www.equiserve.com. Messages sent via the Internet will be
responded to promptly. At EquiServe's website, you can access your
share balance, sell shares, request a stock certificate, and obtain
online forms and other information about your Program account. To get
access to your Program account, you will require a password which will
be sent to you, or you can request your password by calling toll-free
1-877-THE-WEB7 (1-877-843-9327).
ELIGIBILITY
6. Am I eligible to participate in the Program?
Any person or entity is eligible to participate in the Program,
whether or not you currently own our Common Stock. If you are a
resident of a foreign country, you should make sure that
participation would not violate any laws in the country in which
you reside.
ENROLLMENT PROCEDURES
7. How do I become a Program participant?
O NEW INVESTORS. If you do not currently own our Common
Stock you may enroll in the Program by completing an
Initial Investment Form. You must return the completed
form to EquiServe with an initial investment of at least
$250, but not more than $150,000. The payment can be in
the form of a check or money order, made payable to
"EquiServe - KeySpan." PLEASE DO NOT SEND CASH.
You may also authorize automatic deductions of $25 per
transaction from a checking or savings account at a U.S.
bank or financial institution either monthly or
semi-monthly, in order to reach the minimum investment of
$250. Automatic deductions will continue until such time
as the new investor notifies EquiServe in writing to stop
making automatic deductions. An Automatic Deduction
Authorization Form is included on the reverse side of the
Initial Investment Form.
o IF YOU ARE A REGISTERED SHAREHOLDER. If you own shares of
Common Stock that are registered in your name, not the
name of a broker, you can enroll in the Program by
completing and returning an Enrollment Authorization Form
to EquiServe or by calling EquiServe directly at
1-800-482-3638. You may obtain additional Enrollment
Authorization Forms at any time upon request to EquiServe.
o IF YOU ARE A NON-REGISTERED SHAREHOLDER If you are the
beneficial owner of Common Stock through a bank, broker,
or trustee, you can become a Registered Shareholder by
instructing your bank, broker, or trustee to transfer some
or all of your shares of Common Stock into your name. You
can choose whether to receive a physical stock certificate
for your shares of Common Stock, have them registered in
the Direct registration System in your name or deposit
them in a book-entry Program account maintained by
EquiServe.
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o STOCK CERTIFICATE. Once you receive your
stock certificate in your name, you can
enroll in the Program and you may begin to
use all of the services of the Program, such
as the dividend reinvestment and economical
selling of shares features.
o DIRECT REGISTRATION SYSTEM BOOK-ENTRY
SHARES. This is an electronic transfer of
your shares from your broker's name into
your name through the Direct Registration
System. Simply instruct your broker to
conduct the transaction and begin to use any
or all of the Program services.
o DEPOSIT SHARES WITH EQUISERVE IN BOOK-ENTRY
ACCOUNT. You can also opt to have your
shares held in a book-entry account
administered by EquiServe. This allows you
to have the added safe-keeping feature which
protects you against the loss, theft or
destruction of stock certificate loss.
You may also arrange to have your bank, broker, or nominee
participate in the Program on your behalf. In this case, your
participation may be on terms and conditions which differ from
the terms and conditions set forth in this Program, you will be
limited to the dividend reinvestment feature use of the Program
only. The terms and conditions set forth in the Program will
also be subject to the terms and conditions of your bank,
broker, or nominee. EquiServe will not have a record of your
transactions or your account since they will remain under the
name of your bank or broker.
8. What are my dividend reinvestment options available under the Program?
The following options are available to you under the Program.
However, you must elect one of the following options on the
Initial Investment Form or the Enrollment Authorization Form in
order to have any portion of your dividends paid to you,
otherwise they will automatically be fully reinvested to
purchase additional shares of Common Stock.
o FULL DIVIDEND REINVESTMENT. You can opt to have all of
your cash dividends on all certificated and Program
shares of Common Stock automatically reinvested to
purchase additional shares of Common Stock. If you do
not make an election on the Initial Enrollment Form or
the Enrollment Authorization Form you will
automatically have your dividends fully reinvested.
o PARTIAL DIVIDEND REINVESTMENT. You may choose to
receive your cash dividends on a specified number of
shares of Common Stock and automatically have the cash
dividends on the remainder of your shares of Common
Stock reinvested to purchase additional shares of
Common Stock. If you elect to have partial dividends
reinvestment, you must designate the number of Program
shares and/or certificated shares for which you choose
to receive your cash dividends in a whole number. Cash
dividends are sent to you by check or, upon request,
are deposited electronically into your U.S. bank
account.
o FULL CASH PAYMENT. You may choose to receive all of your
dividends as a cash payment. Cash dividends are sent to you by
check or, upon request, are deposited electronically into your
U.S. bank account.
FOR MORE INFORMATION ON THE ELECTRONIC DEPOSIT OF DIVIDENDS,
PLEASE REFER TO QUESTION 10, OR CONTACT EQUISERVE.
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9. How do I make additional cash investments in Common Stock?
You may make additional cash investments by choosing among the
following two options:
o CHECK INVESTMENT. You may make additional cash investments in
Common Stock by sending to EquiServe a check, money order, or
bank draft for the purchase of additional shares of Common Stock.
The check, money order, or bank draft must be made payable to
"EquiServe - KeySpan" in U.S. dollars and drawn on a U.S. bank.
If you are not in the U.S., contact your bank to verify that they
can provide you with a check that clears through a U.S. bank and
can print the dollar amount in U.S. funds. Due to the longer
clearance period, we are unable to accept checks clearing through
non-U.S. funds. EquiServe will not accept third party checks. All
checks, money orders, and bank drafts should be sent to EquiServe
at the address listed on the tear-off form attached to each
Program account statement you receive, or with your Initial
Enrollment Form or Enrollment Authorization Form.
o AUTOMATIC INVESTMENT FROM A BANK ACCOUNT. As an alternative to
sending checks, money orders, and bank drafts for additional cash
investments, you may elect to have funds automatically withdrawn
from your checking or savings account at a U.S. bank or financial
institution. You may elect the automatic deduction option by
completing and signing an Automatic Deductions Authorization Form
and returning this form to EquiServe, together with a voided
blank check or savings account deposit slip for the bank account
from which the funds are to be withdrawn. Additional Automatic
Deductions Authorization Forms are available through EquiServe.
Your Automatic Deductions Authorization Form will be processed
and will become effective as promptly as practicable. However,
you should allow four to six weeks for the first investment to be
initiated using this automatic deduction feature. Once automatic
deductions begin, funds will be withdrawn from your bank account
on either the first or fifteenth day of each month, or both (at
your option), or on the next business day if either of those days
is not a business day. You may change or discontinue automatic
deductions by completing and submitting to EquiServe a new
Automatic Deductions Authorization Form.
Brokers or bank nominees participating on behalf of Non-Registered
Shareholders or beneficial owners may only use the dividend
reinvestment feature of the Program and cannot use the additional cash
investment feature. If a Non-Registered Shareholder wishes to
participate in the additional cash investment feature of the Program,
he or she must first become a Registered Shareholder or make an
initial investment to enroll directly in the Program.
10. Can my cash dividends be deposited directly to my bank account?
Yes, you may elect to have any cash dividends which are not
reinvested paid by electronic funds transfer to your U.S. bank
account. To do this, you must first complete and return a Direct
Deposit Authorization Form to EquiServe along with a copy of a
voided blank check or savings account deposit slip. This form is
not included with your Program materials and must be
specifically requested from EquiServe or obtained online at
www.equiserve.com.
11. What are the minimum and maximum amounts for additional cash
investments?
In addition to increasing your holdings of Common Stock through
the reinvestment of dividends, you may make additional cash
investments in Common Stock at any time. Your additional cash
10
investments by check, money order, or automatic deductions must
be at least $25 with a maximum allowable investment of $150,000
per calendar year. If you are not a Registered Shareholder and
are a first time investor in the Program, your initial
investment must be for at least $250 and cannot exceed $150,000.
SEE QUESTION 7 REGARDING NEW INVESTORS.
COMMON STOCK PURCHASES
12. What are the sources of Common Stock purchased under the Program?
Shares of Common Stock will be purchased either on the open
market, or directly from KeySpan, from shares held in our
treasury or as newly issued shares, or a combination of the
foregoing. You cannot choose the source of your shares purchased
since this is entirely at our discretion.
Shares purchased on the open market may be made on any stock
exchange where our Common Stock is traded or by negotiated
transactions on terms that EquiServe may reasonably determine.
Neither KeySpan nor any participant will have any authority or
power to direct the date, time, or price at which shares of
Common Stock may be purchased, or the selection of a broker or
dealer through or from whom purchases are made.
13. When will shares be purchased under the Program?
o GENERAL. Direct purchases from KeySpan's authorized
but unissued shares of Common Stock will normally be
made on a weekly basis on the relevant "investment
date," (usually Thursdays) or the next trading day if
the investment date is not a trading day. Purchases on
the open market will begin on the investment date and
will be completed no later than 30 days from such
date, except where completion at a later date is
necessary or advisable under any applicable federal
securities law.
o CASH INVESTMENTS. EquiServe will normally invest any
initial and additional cash investments for the
purchase of Common Stock on a weekly basis, usually on
Thursdays, after receipt of the check, money order,
bank draft or automatic deduction. EquiServe will
determine the actual investment date for initial and
additional cash investments.
o DIVIDEND REINVESTMENTS. The investment date for dividend
reinvestments will be the dividend payment date or the next
business day if the dividend payment date is not a business
day. If EquiServe receives your Enrollment Authorization
Form requesting reinvestment of dividends on or before the
record date established for a particular dividend,
reinvestment will commence with that dividend. If EquiServe
receives your Enrollment Authorization Form requesting
reinvestment of dividends after the record date established
for a particular dividend, you will be paid the dividend in
cash and your reinvestment of dividends will begin on the
next dividend payment date.
The anticipated payment dates for Common Stock are
usually on the first business day of February, May,
August, and November. The record dates for Common
Stock are usually the week of the 10th of the previous
month of the payment date. It is anticipated that
record dates and payment dates for dividends, that we
may declare in the future, will be at approximately
the same times of the year.
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14. How is the purchase price of the Common Stock determined?
The purchase price of Common Stock purchased directly from
KeySpan, as treasury shares or original issue shares, will be
the average of the high and low prices of the Common Stock as
reported in the New York Stock Exchange composite transactions
for that investment date.
The purchase price of Common Stock purchased on the open market
is the weighted average of the actual purchase price of all
shares purchased during the applicable investment period. The
price is adjusted to include brokerage commissions of $0.05 per
share. Open market purchases are expected to be made through
EquiServe.
A Program participant will have the applicable commissions
deducted from the funds used to purchase shares acquired under
the Program, SEE QUESTION 25.
15. How many shares of Common Stock will be purchased for me?
The number of shares purchased for you will be equal to the
amount of your additional cash investments, plus any dividends
available for reinvestment, or the initial investment received
by EquiServe during the investment period, less any applicable
fees, divided by the purchase price of the shares. Your Program
account will be credited with the number of shares of Common
Stock, including fractional shares computed to three decimal
places..
16. Will I be paid interest on any amounts pending the actual
investment date?
No. Interest will not be paid on amounts sent to EquiServe for
investment pending the actual investment date.
STOCK CERTIFICATES AND SAFE KEEPING
17. Will I be issued stock certificates for shares of Common Stock
purchased through the Program?
No. Shares of Common Stock purchased through the Program will
not be issued to you in stock certificate form, but will be
credited to your Program account - as book entry shares - by
EquiServe on your behalf. The number of shares of Common Stock
credited to your Program account will be shown on your Program
account statement.
18. How may I receive a stock certificate?
You may obtain a stock certificate at no cost for some or all of
the whole shares credited to your Program account at any time by
simply requesting EquiServe to withdraw shares from your Program
account and to issue them in stock certificate form. You may
make such a request by:
o Calling EquiServe at 1-800-482-3638;
o Accessing your Program account through the Internet at
EquiServe's website www.equiserve.com;
-----------------
o Using the tear-off form attached to the Program account
statement; or
o Sending written notice specifying the number of
whole shares to be withdrawn.
12
Stock certificates will be issued to you and registered in your
name. Stock certificates are normally issued to participants
within two business days after receipt of a request. No stock
certificates will be issued for a fractional share of Common
Stock. If you request a stock certificate for all shares
credited to your Program account, a stock certificate will be
issued for the whole shares and a cash payment will be made for
any remaining fractional shares. That cash payment will be based
upon the then-current market price of the Common Stock, less any
service fee, any applicable brokerage commission, and any other
costs of sale.
Withdrawing shares from your Program account into stock
certificate form does not affect your dividend reinvestment
option. For example, if you authorized the full dividend
reinvestment option, cash dividends with respect to shares
withdrawn from you Program account in stock certificate form
will continue to be reinvested.
19. May I add my shares of Common Stock held in stock certificate
form to my Program account with EquiServe for safekeeping
purposes?
Yes, you may deposit any Common Stock certificate in your
possession and registered in your name with EquiServe for credit
to your Program account as book-entry shares at any time, at no
cost. We will pay all fees for this service. This safekeeping
feature offers two advantages:
o The risk associated with loss, theft, or destruction
of stock certificates is eliminated; otherwise, in the
case of a lost or stolen stock certificate, no sale or
transfer may occur until a replacement is obtained,
which can be a costly and time-consuming process; and
o Since shares deposited into your Program account with
EquiServe are treated in the same manner as shares
purchased through the Program, they may be transferred
or sold through the Program in a convenient and
efficient manner.
To combine shares held in stock certificate form with shares
credited to your Program account, you must send your request and
your stock certificates to EquiServe. The stock certificates
should not be endorsed. EquiServe will promptly send you a
statement confirming each stock certificate deposited.
To insure against loss resulting from mailing stock certificates
to EquiServe, the Program provides for mail insurance, free of
charge, for stock certificates valued up to $25,000 current
market value (maximum coverage) when mailed first class, using a
brown, pre-addressed envelope provided by EquiServe. Envelopes
may be obtained by calling EquiServe at 1-800-482-3638. For
information about mailing stock certificates which have a
current market value in excess of $25,000, you should contact
EquiServe. To be eligible for stock certificate mailing
insurance, you must notify EquiServe of any lost stock
certificate claim within 30 calendar days of the date the stock
certificates were mailed.
Mail insurance covers the replacement of shares of Common Stock,
but in no way protects you against any loss resulting from
fluctuations in the value of the shares from the time you mail
the stock certificates until the time replacement can be made.
If you do not use a brown, pre-addressed envelope provided by
EquiServe, you should send your stock certificates to the
address listed in Question 5 by registered mail, return receipt
requested, and insure for possible mail loss for 2% (minimum of
$20) of the market value. This represents the approximate cost
to you of replacing stock certificates if they are lost or
stolen.
13
SALE OF SHARES
20. How can I sell Program shares?
To sell any shares that you hold in stock certificate form
through the Program, the shares must first be converted into
book-entry shares and credited to your Program account with
EquiServe. You can sell any of the shares credited to your
Program account with EquiServe by calling EquiServe at 1-800-
482-3638, accessing your Program account via the Internet at
www.equiserve.com, by writing to EquiServe, or by completing and
submitting the tear-off portion of your Program account
statement.
21. How is the sale price of Program shares determined?
EquiServe aggregates all requests to sell shares and then sells
the total share amount on the open market. Upon receipt of your
request to sell some or all of your shares, EquiServe will make
every reasonable effort to process all sales orders on the day
the orders are received. To do so, you must ensure that
instructions are received before 1:00 p.m. (Eastern Time) on a
business day during which EquiServe and the New York Stock
Exchange are open.
Sales will be made at the then-current market price of the
Common Stock and EquiServe will promptly mail you a check. The
check will be for the net cash proceeds of the sale, minus a
service fee of $5.00 plus brokerage commissions of $0.05 per
share. EquiServe has full discretion in all matters related to
the sale, including the time of sale and sales price and the
selection of a broker. You cannot specify a price or a time at
which to sell your book-entry shares.
You should be aware that the Common Stock price may rise or fall
during the period between a request for sale, its receipt by
EquiServe and the ultimate sale on the open market. Instructions
sent to EquiServe to sell shares are irrevocable and may not be
rescinded.
TRANSFER OF SHARES
22. Can I assign or transfer all or a part of my Program shares to
another person?
Yes. You may change ownership of all or part of your Program
shares through a gift, sale or otherwise at any time. You may
contact EquiServe at 1-800-482-3638 for complete transfer
instructions and you will be asked to send EquiServe written
transfer instructions to enact the transfer. Requests for
transfer are subject to the same requirements as for the
transfer of stock certificates, including the requirement of a
Medallion Signature Guarantee.
23. If Program shares are transferred to another person, will
EquiServe issue a stock certificate to the transferee?
No. Transfers will be credited to an account in book entry form.
If you so request, a stock certificate can be issued to the
transferee. You should contact the EquiServe for full details on
how to make the transfer.
For book entry transfers that involve the establishment of a new
Program account, a new Initial
14
Investment Form, or written instructions, must be completed by
the transferee. The completed Initial Investment Form must be
returned to EquiServe, along with written instructions signed by
the current participant, indicating the number of shares to be
transferred to the transferee. The current participant's
signature must be guaranteed by a bank, broker or financial
institution that is a member of the Medallion Signature
Guarantee program. The new Program account will be set up for
full dividend reinvestment unless otherwise instructed by the
previous or new shareholder.
OPTION CHANGES AND DISCONTINUATION OF REINVESTMENT
24. How can I change my dividend reinvestment option or
discontinue reinvesting my dividends?
You may change dividend reinvestment options by calling
EquiServe directly at 1-800-482-3638, instructing EquiServe in
writing, through the Internet or by submitting to EquiServe a
new election on an Enrollment Authorization Form. To be
effective for a specific dividend, any change must be received
by EquiServe before the record date for that dividend - see
Question 13 for information regarding record dates.
You may discontinue reinvestment of cash dividends at any time
by calling or writing EquiServe or through the Internet. If
EquiServe receives your request to discontinue dividend
reinvestment on or after the record date for a dividend,
EquiServe may either pay the dividend in cash or reinvest it
under the Program on the next investment date on your behalf. If
reinvested, EquiServe may sell the shares purchased and send the
proceeds to you, less any service fees applicable, brokerage
commissions and other costs of sale. After processing your
request to discontinue dividend reinvestment, any dividends on
any shares credited in book-entry form or shares you hold in
stock certificate form will be paid in cash by check or by
electronic funds transfer. To have dividends deposited directly
to your U.S bank account, see Question 10.
25. Are there any fees charged to me as a Program participant?
Below is a tabular summary of Program fees as they may relate to
you.
Transaction Fees/Commissions
- -------------------------------------------------------------------------------
Initial Enrollment Fee None
- -------------------------------------------------------------------------------
Additional Investment Purchase
(by check, money order or
automatic deductions)
- Original Issue None
- Treasury None
- Open Market $0.05 per share
- -------------------------------------------------------------------------------
Reinvestment of Dividends Fee
- Original Issue None
- Treasury None
- Open Market $0.05 per share
- -------------------------------------------------------------------------------
Selling Program shares $5.00 + $0.05 per
share
- -------------------------------------------------------------------------------
15
- -------------------------------------------------------------------------------
Issuance of Certificates None
- -------------------------------------------------------------------------------
Deposit of Certificates None
- -------------------------------------------------------------------------------
Transfers of Shares None
- -------------------------------------------------------------------------------
Returned checks or failed $20.00
automatic deductions
- -------------------------------------------------------------------------------
Duplicate statements $5 per year
(2 years or older). (not to exceed
$25.00)
- -------------------------------------------------------------------------------
REPORTS TO PARTICIPANTS
26. What kind of reports will I be sent?
To assist you in your record keeping, EquiServe will send you
the following information:
- For each initial cash investment, additional cash
purchase, sale or transfer that you make or receive, a
statement detailing the transaction;
- For each dividend reinvested, a statement detailing all
activity in your Program account for that quarter;
- For any transactions you make after the fourth quarter
dividend, an updated cumulative statement detailing all
activity in your Program account for that year;
- You will also be sent copies of the communications sent to
other shareholders. These include KeySpan's annual
reports, notices of annual meeting and proxy statements,
company updates, and income tax information for reporting
dividends paid and proceeds from the sale of Program
shares. However, if you are a beneficial owner who
participates through a broker or bank nominee, you should
contact your broker or bank nominee for a statement
detailing reinvestment activity.
FEDERAL INCOME TAXES
27. What are some of the tax consequences of participation
in the Program?
In general, dividends that are reinvested in accordance with the
Program will be taxed as cash dividends for federal income tax
purposes under the provisions of the applicable tax laws.
If you sell shares of Common Stock under the Program, this will
give rise to capital gains or losses, provided you hold such
shares as a capital asset. The amount of any such gain or loss
will be the difference between the proceeds you receive (net of
commissions and fees) and your tax basis. The tax basis of
shares acquired through the Program is equal to the purchase
price of such shares (including brokerage commissions and fees,
if any). See the answer to Question 14 for how the purchase
price is determined.
16
The foregoing is only a general discussion of certain federal
income tax aspects of an investment in the Program. Because tax
consequences may vary, depending on each participant's own tax
situation, you are advised to consult your own tax advisors
regarding the tax effect of participation in the Program,
including the application of current and proposed federal,
state, local, foreign and other tax laws.
OTHER INFORMATION
28. What happens if KeySpan issues a stock dividend,
declares a stock split or has a rights offering?
All stock dividends or split shares distributed by us on shares
credited to your Program account and/or on shares held by you in
the form of stock certificates will be credited directly into
your Program account. You will receive a statement indicating
the number of shares or dividends earned as a result of the
transactions. This includes entitlements on shares calculated on
book-entry shares and certificated shares registered in your
name. In the case of a rights offering, your rights will be
based on the full shares credited to your Program account and/or
on shares held by you in the form of stock certificates.
29. How will my shares be voted?
For any meeting of Common Stock shareholders, all participants
will receive proxy materials including a proxy card representing
both the shares for which you hold stock certificates and the
whole shares credited to your Program account. All shares will
be voted as designated by you or may be voted in person at
shareholder meetings.
30. What are the responsibilities of KeySpan and EquiServe
under the Program?
In administering the Program, KeySpan and EquiServe will not be
liable for any of the following acts done in good faith:
- Any claim of liability with respect to the shares of
Common Stock of a deceased participant's Program account
prior to receipt in writing of instructions relating to
the disposition of such shares;
- With respect to the prices at which shares of Common Stock
are purchased or sold for the participant's Program
account and the times when such purchases or sales are
made;
- With respect to any fluctuation in the market value before
or after any purchase or sale of shares of Common Stock.
Holding Common Stock under the Program is no different than
holding shares on your own. Neither KeySpan nor EquiServe assure
you of a profit or protect you from any losses sustained on the
purchase of Common Stock under the Program.
31. May the Program be changed or discontinued?
17
We reserve the right to amend, suspend, discontinue or modify
the Program at any time without the approval of participants.
Notice of our determination to suspend, discontinue or modify
the Program will be given to all Program participants as soon as
practicable after such determination is made. Changes or
discontinuation will not affect your rights as a shareholder in
any way and any book-entry shares you own will continue to be
credited to your Program account unless you specifically request
otherwise.
32. Where can I find more information on KeySpan?
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any of
these documents at the SEC's public reference rooms in
Washington, D.C., Chicago and New York.
WASHINGTON, D.C. CHICAGO, ILLINOIS NEW YORK
Judiciary Plaza SEC Regional Office SEC Regional Office
450 Fifth Street, N.W. 500 West Madison Street 7 World Trade Center
Washington, D.C. 20549 Chicago, IL 60661 New York, NY 10048
Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also
available to the public on the SEC's web site at
http://www.sec.gov. KeySpan is subject to the reporting
requirements of the Securities Act of 1934. In accordance to
this Act, the Company files reports and other information with
the SEC.
You may also request copies of our 10K, 10Q, annual reports and
proxy statements directly from KeySpan by:
MAIL: TELEPHONE: INTERNET:
KeySpan Corporation 718-403-3196 www.keyspanenergy.com
---------------------
Investor Relations (Investor Relations Section)
One MetroTech Center,
22nd Floor
Brooklyn, NY 11201
18
USE OF PROCEEDS
The Program provides for, and we currently contemplate, the issuance
of Common Stock directly from the Company either from shares held in the
Company's treasury or as newly issued shares. The Program also provides for the
purchase of Common Stock on the open market by an agent independent of the
Company. To the extent that shares of Common Stock are purchased directly from
the Company, the net proceeds are expected to be used for general corporate
purposes. The Company cannot estimate the number of shares of Common Stock that
the Company will sell through the Program or the prices at which such shares
will be sold. Should Program shares be purchased on the open market, the Company
will not receive any of the proceeds from the sale of such shares. The Company
does not expect to change the source of Program shares frequently and will not
do so more than once in any three month period or such other period of time as
may be permitted under future SEC regulations.
PLAN OF DISTRIBUTION
The shares of Common Stock will be offered directly to Program
participants without underwriters as described in this prospectus.
LEGAL OPINIONS
The validity of the common stock offered by us in this prospectus will be
passed upon for us by Steven L. Zelkowitz, Senior Vice President and General
Counsel of KeySpan Energy. Mr. Zelkowitz is the beneficial owner of or has the
option to acquire approximately 277,500 shares of our common stock.
EXPERTS
Arthur Andersen LLP, independent accountants, audited the financial
statements for the nine months ended December 31, 1998 and the twelve months
ended December 31, 1999, and related schedules incorporated by reference in this
prospectus. These documents are incorporated by reference herein in reliance
upon the authority of Arthur Andersen LLP, as experts in accounting and auditing
in giving the reports.
Ernst & Young LLP, independent auditors, have audited the income
statement and statement of cash flows, and the related financial statement
schedule of Long Island Lighting Company for the twelve months ended March 31,
1998 included in our Annual Report on Form 10-K, as amended, for the twelve
months ended December 31, 1999, as set forth in their report, which is
incorporated by reference in this prospectus. These financial statements and
schedule are incorporated by reference herein in reliance upon Ernst & Young
LLP's report, given upon their authority as experts in accounting and auditing.
19
INCORPORATION OF DOCUMENTS BY REFERENCE
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any of these documents at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
on the SEC's web site at http://www.sec.gov.
We filed a registration statement on Form S-3, as amended, with the
SEC covering the common stock. For further information on us and the common
stock, you should refer to the registration statement, as amended, and its
exhibits. Because the prospectus may not contain all the information that you
may find important, you should review the full text of these documents. We have
included copies of these documents in an exhibit to our registration statement,
as amended, of which this prospectus is a part.
The SEC allows us to "incorporate by reference" the information that
we file with the SEC, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus, and later information
that the we file with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 until all of the securities are sold.
- Our Annual Report on Form 10-K for the fiscal year ended December
31, 1999;
- Our Quarterly Report on Form 10-Q for the quarterly periods ended
March 31, 2000, June 30, 2000 and September 30, 2000;
- Our Current Reports on Form 8-K dated March 30,1999 (which contains
the Right Agreement between the Company and the Rights Agent), January
19, 2000, January 27, 2000, February 1, 2000, March 27, 2000, July 12,
2000, July 26, 2000, October 6, 2000, November 9, 2000, November 20,
2000 , November 21, 2000 and December 8, 2000.
- Our Form 8-A filed May 26, 1998 pursuant to Section 12(b) of the
Exchange Act. which provides a description of the Company's common
stock.
You may request a copy of these filings, at no cost, over the
Internet at our web site at http://www.keyspanenergy.com or by writing or
telephoning us at the following address:
Investor Relations
KeySpan Corporation
One MetroTech Center
Brooklyn, New York, 11201
(718) 403-3196
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information.
20
We also undertakes to provide without charge to each person to whom a
copy of this prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents and exhibits referred to
above which have been or may be incorporated by reference in this prospectus.
Exhibits not specifically incorporated herein by reference will be furnished
upon payment of 25 cents per page. Requests for such copies should be directed
to Investor Relations, KeySpan Corporation, One MetroTech Center, 22nd Floor,
Brooklyn, New York 11201
21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC Registration Fee.........................................................................$51,625
Listing Fee -- New York Stock Exchange.......................................................$25,650
Accounting Fees..............................................................................$20,000
Legal Services and Disbursements.............................................................$15,000
Printing Expenses...........................................................................$125,000
Service Charge, including postage--Transfer Agents fees.....................................$675,000
Miscellaneous Expenses.......................................................................$50,000
Total Expenses..............................................................................$962,275
Item 15. Indemnification of Directors and Officers.
The New York Business Corporation Law ("BCL"), Article 7, Sections
721-726 provide for the indemnification and advancement of expenses to officers
and directors. Section 721 provides that indemnification and advancement
pursuant to the BCL are not exclusive of any other rights an officer or director
may be entitled to, provided that no indemnification may be made to or on behalf
of any director or officer if a judgment or other final adjudication adverse to
the director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that the director personally gained a
financial profit or other advantage to which he or she was not legally entitled.
Section 722 of the BCL provides that a corporation may indemnify an
officer or director, in the case of third party actions, against judgments,
fines, amounts paid in settlement and reasonable expenses and, in the case of
derivative actions, against amounts paid in settlement and reasonable expenses,
provided that the director or officer acted in good faith, for a purpose which
he or she reasonably believed to be in the best interests of the corporation
and, in the case of criminal actions, had no reasonable cause to believe his
conduct was unlawful. In addition, statutory indemnification may not be provided
in derivative actions (i) which are settled or otherwise disposed of or (ii) in
which the director or officer is adjudged liable to the corporation, unless and
only to the extent a court determines that the person is fairly and reasonably
entitled to indemnity.
Section 723 of the BCL provides that statutory indemnification is
mandatory where the director or officer has been successful, on the merits or
otherwise, in the defense of a civil or criminal action or proceeding. Section
723 also provides that expenses of defending a civil or criminal action or
proceeding may be advanced by the
II-1
corporation upon receipt of an undertaking to repay them if and to the extent
the recipient is ultimately found not to be entitled to indemnification. Section
725 provides for repayment of such expenses when the recipient is ultimately
found not to be entitled to indemnification. Section 726 provides that a
corporation may obtain indemnification insurance indemnifying itself and its
directors and officers. The registrant has in effect insurance policies
providing both directors and officers liability coverage and corporate
reimbursement coverage.
Section 402(b) of the BCL provides that a corporation may include in
its certificate of incorporation a provision limiting or eliminating, with
certain exceptions, the personal liability of directors to a corporation or its
shareholders for damages for any breach of duty in such capacity. The
certificate of incorporation of the registrant contains provisions eliminating
the personal liability of directors to the extent permitted by New York law.
The registrant's certificate of incorporation provides generally that
it shall, except to the extent expressly prohibited by the BCL, indemnify each
of its officers and directors made or threatened to be made a party to any
action, suit or proceeding, or appeal thereof, whether civil or criminal by
reason of the fact that such person is or was an officer or director against all
expense, liability and loss (including, but not limited to all attorneys' fees,
judgments, fines, pension plan taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith. The certificate of incorporation further provides for advancement and
reimbursement of such expenses incurred by an officer or director in defending
any action or proceeding in advance of the final disposition thereof upon
receipt of an undertaking by such person to repay such amount if, and to the
extent that, such person is ultimately found not to be entitled to
indemnification.
Item 16. List of Exhibits.
See Exhibit Index
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities
II-2
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3, Form S-8, or Form F-3 and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Securities and Exchange Commission by the Issuer pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Issuer's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of such registrant pursuant to the provisions referred to in Item 15 of
this registration statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by such registrants of expenses incurred or paid by a director,
officer or controlling person of such registrants in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, KeySpan Corporation
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Brooklyn, State of New York, on the 12th day of
December, 2000.
KEYSPAN CORPORATION
Issuer of Securities
(Registrant)
By:/s/ Gerald Luterman
-------------------------------------------
Gerald Luterman
Chief Financial Officer and Senior Vice-President
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signatures and Titles: Date:
* December 12, 2000
- --------------------------------------------
Robert B. Catell
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Gerald Luterman December 12, 2000
- --------------------------------------------
Gerald Luterman
Chief Financial Officer and Senior Vice-
President
(Principal Financial Officer)
/s/ Ronald Jendras December 12, 2000
- ---------------------------------------------
II-4
Ronald Jendras
Vice President, Controller and Chief
Accounting Officer
(Principal Accounting Officer)
* December 12, 2000
- --------------------------------------
Lilyan H. Affinito
Director
* December 12, 2000
- --------------------------------------
George Bugliarello
Director
* December 12, 2000
- --------------------------------------
Howard R. Curd
Director
* December 12, 2000
- --------------------------------------
Richard N. Daniel
Director
* December 12, 2000
- --------------------------------------
Donald H. Elliott
Director
* December 12, 2000
- --------------------------------------
II-5
Alan H. Fishman
Director
* December 12, 2000
- -----------------------------------------
James R. Jones
Director
* December 12, 2000
- -----------------------------------------
Stephen W. McKessy
Director
* December 12, 2000
- -----------------------------------------
Edward D. Miller
Director
* December 12, 2000
- -----------------------------------------
Basil A. Paterson
Director
* December 12, 2000
- -----------------------------------------
James Q. Riordan
Director
* December 12, 2000
- -----------------------------------------
Vincent Tese
Director
/s/ Ronald Jendras December 12, 2000
- -----------------------------------------
II-6
Ronald Jendras, as Attorney-in-Fact
Vice President, Controller and Chief
Accounting Officer
- ----------------------
* Such signature has been affixed pursuant to a power of attorney filed as an
exhibit hereto.
II-7
EXHIBIT INDEX
Exhibit Number DESCRIPTION OF EXHIBITS
-------------- -----------------------
5* OPINION OF STEVEN L. ZELKOWITZ AS TO THE LEGALITY OF THE
COMMON STOCK TO BE ISSUED
23-A* CONSENT OF ARTHUR ANDERSEN, LLP, INDEPENDENT
ACCOUNTANTS
23-B* CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
23-C* CONSENT OF STEVEN L. ZELKOWITZ (CONTAINED IN HIS
OPINION FILED AS EXHIBIT 5 HERETO)
24-A* POWERS OF ATTORNEY
24-B* CERTIFIED RESOLUTION OF THE BOARD OF DIRECTORS OF
KEYSPAN ENERGY AUTHORIZING SIGNATURES PURSUANT TO POWER OF
ATTORNEY
- -----------------
* FILED HEREWITH.
II-8