As Filed with the Securities and Exchange Commission on April 12, 2001
Registration No. 333-53657
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 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. 2 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, December 6, 1999 and
December 13, 2001.
The registration fee was paid at the time of the original filing of the
Form S-3 Registration Statement.
Subject to completion dated
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Investor
Program
5,000,000Common Stock,$0.01 par value per share
PROSPECTUS
KEYSPAN INVESTOR PROGRAM
5,000,000 Common Stock, $0.01 par value, per share
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:
- A convenient and inexpensive way to purchase and sell shares of
KeySpan common stock ("Common Stock").
- The chance to purchase additional shares of Common Stock, and to
reinvest all or a portion of your cash dividends.
- 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. 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 Transfer
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 on the open market, or
directly from KeySpan.
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.
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.
KeySpan Common Stock trades on the NYSE and PSE. The ticker symbol is KSE.
April ___, 2001
Table of Contents
About this Prospectus................................................
Profile of KeySpan Corporation.......................................
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..............................
Company Information Continued........................................
ABOUT THIS PROSPECTUS
As used in this prospectus and any prospectus supplement, except as the context
otherwise requires, "we," "us," "our," "Company," and "KeySpan" means 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 2.8 million shares
have been issued under the Investor Program from May 27, 1998 through March 31,
2000.
PROFILE OF KEYSPAN CORPORATION
KeySpan, a member of the S&P 500, is the largest distributor of natural gas in
the Northeast. KeySpan is also the largest investor-owned electric generator in
the State of New York and operates Long Island's electric system. KeySpan
recently expanded its geographic range into New England with the acquisitions of
Eastern Enterprises and EnergyNorth. In addition, KeySpan markets energy and
Internet services; processes gas in Canada; and has investments in fiber-optic
cable, natural-gas exploration, production, pipeline transportation,
distribution, and storage. For a more complete description, please refer to page
27.
o o o o o o o o o o o o o o o o o o o o
SUMMARY
The 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 32.
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
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 transaction 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 your 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 minimum investment of $250. However, it will
be necessary to notify EquiServe to stop making automatic deductions.
- New investors can also enroll on the Internet at EquiServe's web site
at www.equiserve.com or the Investor Relations section of KeySpan's
web site at www.keyspanenergy.com.
- New investors can reinvest their dividends by checking the dividend
reinvestment option on the Initial Investment Form.
Registered Shareholders
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 your checking
or savings account at a U.S. bank or financial institution.
Registered Shareholders wishing to change dividend reinvestment options may do
so by completing and submitting an Enrollment Authorization Form, by calling
EquiServe directly at 1-800-482-3638 or via the Internet at www.equiserve.com.
Non-Registered Shareholders
- 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.
Features of the Program
- Automatically reinvest all or part of your cash dividends to
purchase additional shares.
- 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.
- 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.
- You may transfer shares or make gifts of shares of Common Stock easily
and at no cost.
- You may make all account inquiries by telephone, writing, and/or via
the Internet.
- Cash investments are processed weekly, usually on Thursdays.
- Your whole and fractional shares of Common Stock are credited to your
account in safe and convenient book-entry form. However, you may
request stock certificates free of charge.
- For safekeeping purposes, stock certificates can be converted into
book-entry shares, which will be credited to your account at no cost
to you.
Fees and Commissions
- 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 account. However, should the Company
purchase shares on the open market, participants will pay a brokerage
commission of $0.05 per share.
- 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 (currently $0.05 per
share).
- Returned checks or failed automatic deduction transactions will result
in a charge of $20 to the participant.
- You may be charged $5.00 per year (not to exceed $25.00) for a
duplicate statement older than two calendar years.
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 and potential 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:
- 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 per year.
- 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.
- 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.
- 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 account. This feature prevents stock
certificate loss, theft or destruction. Since deposited shares become
Book-entry shares, they may be transferred or sold through the Program
in a convenient and economical manner.
- 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.
- Certificates/Transfer of 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.
- Simplified Record-keeping: Participants are furnished an
acknowledgment after each purchase or sale, quarterly statements and
cumulative year-end statements of their accounts, providing a
simplified method of record-keeping.
3. What are the Disadvantages of the Program?
The disadvantages of the Program are as follows:
- No Interest Paid on Funds Pending Investment: No interest is paid on
dividends or optional cash investments held by EquiServe pending
investment or reinvestment.
- 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 or the
selection of a broker/dealer through or from whom purchases are made.
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. Their responsibilities include:
- Determining the timing and the making of purchases of Common Stock on
the open market
- Crediting participant's accounts with shares of Common Stock acquired
under the Program
- Maintaining account records and sending statements of 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:
- 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).
- New investors requesting Program material: 1-800-948-1691 (available
24 hours, 7 days a week).
- 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 web site, you can access your share
balance, sell shares, request a stock certificate, and obtain online forms
and other information about your account. To get access to your account,
you will require a password which will be sent to you by mail, 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.
Please include "KeySpan" on all correspondence and provide your account and/or
social security number.
Enrollment Procedure
7. How do I become a Program participant?
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 no greater 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.
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.
If you are a Beneficial Owner. 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 account maintained by EquiServe.
There are several options in which you may elect to hold your shares of
KeySpan Common Stock:
- 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.
- 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. This will establish a book-entry account at EquiServe and you
can then commence using any or all of the Program services.
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 and you will be limited to the dividend reinvestment
feature 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.
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 Investment Form or the Enrollment
Authorization Form you will automatically have your dividends fully
reinvested.
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 dividend 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, and are deposited electronically into
your U.S. bank account.
Cash Payments Only (No Dividend Reinvestment). 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.
9. How do I make additional cash investments in Common Stock?
You may make additional cash investments by choosing among the following
two options:
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 account statement you receive, or
with your Initial Investment Form or Enrollment Authorization Form.
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 at 1-800-870-2340.
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 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. Should the Company purchase
shares on the Open Market, participants will pay a brokerage commission of
$0.05 per share. 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?
- 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.
- 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, and should
receive payment no later than 2 business days prior to each week's
investment date. However, it should be noted that there is no guarantee of
the date on which investments will be made, or if your payment will be
received on time for that week' s
investment.
- 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 on the 15th day of February, May, August, and
November. 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.
14. How is the purchase price of the Common Stock determined?
The purchase price of Common Stock purchaseddirectly 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.
You cannot request a specific purchase price, date, quantity, and/or
purchase by a specific broker.
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 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 account--as book entry
shares --by EquiServe on your behalf. The number of shares of Common Stock
credited to your account will be shown on your 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 account at any time by simply requesting EquiServe
to withdraw shares from your account and to issue them in stock
certificate form. You may make such a request by:
--Calling EquiServe at 1-800-482-3638;
--Accessing your account through the Internet at EquiServe's web site
www.equiserve.com; --Using the tear-off form attached to the account
statement; or --Sending written notice specifying the number of whole
shares to be withdrawn.
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 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 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 your 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 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 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:
- 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
- Since shares deposited into your 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 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.
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 account with EquiServe. You can sell any of the shares
credited to your account with EquiServe by calling EquiServe at
1-800-482-3638, accessing your account via the Internet at
www.equiserve.com, by writing to EquiServe, or by completing and
submitting the tear-off portion of your 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 EquiServe for full details on how to make the
transfer.
For book entry transfers that involve the establishment of a new
account, 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 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 shares credited to
your account will continued to be held in book-entry form. Dividends
on any shares credited in book-entry form and on any 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?
Please refer to the tabular summary of Program fees that follows:
Summary of Fees and Commissions
Transaction Fees/Commissions
- --------------------------------------------------------------------------
Initial Enrollment Fee None
Additional Investment Purchase
(by check, money order or automatic deductions)
Sources of Shares
- -----------------
- Original Issue None
- Treasury None
- Open Market $0.05 per share
Reinvestment of Dividends Fee
Sources of Shares
- Original Issue None
- Treasury None
- Open Market $0.05 per share
Selling Program Shares $5.00 + $0.05 per share
Issuance of Certificates None
Deposit of Certificates None
Transfers of Shares None
Returned checks or failed automatic deductions $20.00
Duplicate Statements $5.00 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:
- A statement detailing the transactions for each initial cash
investment, additional cash purchase, sale or transfer that you make
or receive;
- For each dividend reinvested, a statement detailing all activity in your
account for that quarter;
- For any transactions you make after the fourth quarter dividend, an
updated cumulative statement detailing all activity in your account
for that year;
You should retain these statements for tax purposes.
- 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 the Federal Income Tax consequences of participation in this
Program?
This is a general discussion of the U.S. federal income tax consequences
of the program. You should consult your own tax advisor with respect to
the tax consequences of participation in the program (including federal,
state, local and other tax laws and U.S. withholding laws) applicable to
your particular situation.
You will not realize gain or loss for U.S. federal income tax purposes
upon a transfer of shares to your account or the withdrawal of whole
shares from your account.
You will generally realize gain or loss upon the receipt of cash for a
fractional share credited to your account. You will also realize gain or
loss when shares are sold. The amount of gain or loss will be the
difference between the amount that you receive for the shares sold and
your tax basis in the shares, generally the amount you paid for the
shares. In order to determine the tax basis for shares in your account you
should retain all account statements.
Generally, cash dividends reinvested under the program will be taxable for
U.S. federal income tax purposes as having been received by you even
though you have not actually received them in cash. The total amount of
dividends paid to you during the year, whether or not they are reinvested,
will be reported to you and the U.S. Internal Revenue Service shortly
after the close of each year.
If you are a nonresident foreign stockholder whose dividends are subject
to U.S. federal income tax withholding, the amount of the tax to be
withheld will be deducted from the amount of dividends to determine the
amount of dividends to reinvest.
Dividends paid on shares in the accounts may be subject to "the backup
withholding" provisions of the Internal Revenue Code. If you are subject
to backup withholding, EquiServe must withhold and pay over to the
Internal Revenue Service 31% from the amount of dividends, the proceeds of
the sale of a fractional share and the proceeds of any sale of whole
shares, unless you are exempt from the withholding requirements described
in Section 3406 of the Internal Revenue Code.
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 KeySpan on shares
credited to your account and/or on shares held by you in the form of stock
certificates will be credited directly into your 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 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 account. All shares will be voted as designated by you or may be
voted in person at shareholder meetings.
30. What are not 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 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 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?
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 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.
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Chicago, Illinois
SEC Regional Office
500 West Madison Street
Chicago, IL 60661
New York SEC
Regional Office
7 World Trade Center
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:
KeySpan Corporation
Investor Relations
One MetroTech Center, 22nd Floor
Brooklyn, NY 11201
Telephone: 718-403-3196
Internet: www.keyspanenergy.com
---------------------
(Investor Relations Section)
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 337,500 shares of our Common Stock.
EXPERTS
Arthur Andersen LLP, independent accountants, audited the financial statements
for the nine months ended December 31, 1998, the twelve months ended December
31, 1999, and the twelve months ended December 31, 2000, 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.
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., NewYork, NewYork 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, 2000; 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,
December 11, 2000 and January 25, 2001.
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 www.keyspanenergy.com or by writing or calling us at:
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.
We also undertake 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.
COMPANY INFORMATION CONTINUED
KeySpan Corporation, a New York corporation, was formed on 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 have assets of more than $11 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 and 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 and participate in the development of,
pipelines and other energy-related projects, domestically and internationally.
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.
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 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 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.
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
April, 2001.
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:
* April 12, 2001
- -----------------------------------------------------------
Robert B. Catell
Chief Executive Officer and Director
(Principal Executive Officer)
/s/Gerald Luterman April 12, 2001
- -----------------------------------------------------------
Gerald Luterman
Chief Financial Officer and Senior Vice-President
(Principal Financial Officer)
/s/Ronald Jendras April 12, 2001
- -----------------------------------------------------------
Ronald Jendras
Vice President, Controller and Chief Accounting
Officer
(Principal Accounting Officer)
* April 12, 2001
- -----------------------------------------------------------
Lilyan H. Affinito
Director
* April 12, 2001
- -----------------------------------------------------------
Howard R. Curd
Director
* April 12, 2001
- -----------------------------------------------------------
Richard N. Daniel
Director
* April 12, 2001
- -----------------------------------------------------------
Donald H. Elliott
Director
* April 12, 2001
- -----------------------------------------------------------
Alan H. Fishman
Director
* April 12, 2001
- ----------------------------------------------------------
James R. Jones
Director
* April 12, 2001
- ----------------------------------------------------------
Stephen W. McKessy
Director
* April 12, 2001
- ----------------------------------------------------------
Edward D. Miller
Director
* April 12, 2001
- ----------------------------------------------------------
James Q. Riordan
Director
/s/Ronald Jendras April 12, 2001
- ----------------------------------------------------------
Ronald Jendras, as Attorney-in-Fact
Vice President, Controller and Chief Accounting
Officer
- ----------------------
* Such signature has been affixed pursuant to a power of attorney previously
filed as an exhibit .
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 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.
**Previously filed