SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) : January 24, 2002
KEYSPAN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
New York
(State or Other Jurisdiction of Incorporation)
1-14161 11-3431358
(Commission File Number) (IRS Employer Identification No.)
175 East Old Country Road, Hicksville, New York 11801
One MetroTech Center, Brooklyn, New York 11201
(Address of Principal Executive Offices) (Zip Code)
(516) 755-6650 (Hicksville)
(718) 403-1000 (Brooklyn)
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Cautionary Language Concerning Forward-Looking Statements
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Certain statements contained herein are forward-looking statements,
which reflect numerous assumptions and estimates and involve a number of risks
and uncertainties. For these statements, we claim the protection of the safe
harbor for forward-looking statements provided by the Private Securities
Litigation Reform Act of 1995.
There are possible developments that could cause our actual results to
differ materially from those forecast or implied in the forward-looking
statements. You are cautioned not to place undue reliance on these
forward-looking statements, which are current only as of the date of this
filing. We disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Among the factors that could cause actual results to differ materially
are: general economic trends which would affect demand for our services;
fluctuations in gas and electric prices; available sources and cost of fuel;
State and Federal regulatory initiatives that increase competition, threaten
cost and investment recovery, and impact rate structures; the ability of the
Company to successfully reduce its cost structure; the ability of the Company to
successfully integrate acquired operations; the degree to which the Company
develops non-regulated business ventures; the effect of inflationary trends and
increases in interest rates; and risks detailed from time to time in reports and
other documents filed by the Company with the Securities and Exchange
Commission.
Item 5. Other Events.
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On January 24, 2002, KeySpan Corporation ("the Company") issued press
releases concerning its consolidated earnings for the year ended December 31,
2001 and certain organizational changes.
The Company's press releases are attached hereto as Exhibit 99.1 and 99.2
and are incorporated herein by reference.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
(1) Press Release of the Company dated January 24, 2002
concerning year end and fourth quarter earnings.
(2) Press Release of the Company dated January 24, 2002
concerning certain organizational changes.
Item 9. Regulation FD Disclosure
On January 24, 2002, the Company held a telephonic meeting with
analysts to discuss, among other things, its consolidated earnings for the year
ended December 31, 2001. A copy of the script for this meeting is attached
hereto as Exhibit 99.3 and is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
KEYSPAN CORPORATION
Dated: January 24, 2002 By: /s/Gerald Luterman
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Name: Gerald Luterman
Title: Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit No. Exhibit Page
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99.1 Press Release dated January 24, 2002 concerning year
end and fourth quarter earnings
99.2 Press Release dated January 24, 2002 concerning certain
organizational changes
99.3 Script for analyst meeting held January 24, 2002
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