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) : February 26, 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
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 conditions, especially in the Northeast United
States; available sources and costs of fuel; volatility of energy prices in a
deregulated market environment as well as in the source of natural gas and fuel
used to generate electricity; potential write-down of our investment in natural
gas properties when natural gas prices are depressed or if we have significant
downward revisions in our estimated proved gas reserves; federal and state
regulatory initiatives that increase competition, threaten cost and investment
recovery and impact rate structure; our ability to successfully reduce our cost
structures; the exercise by LIPA of its right to acquire our Long Island
generation operations and the deployment of the proceeds received in connection
therewith; implementation of new accounting standards; the successful
integration of our subsidiaries, including Eastern, EnergyNorth and their
subsidiaries; the degree to which we develop unregulated business ventures, as
well as federal and state regulatory policies affecting our ability to retain
and operate those business ventures; our ability to identify and make
complementary acquisitions, as well as the successful integration of those
acquisitions; inflationary trends and interest rates; and risks detailed from
time to time in reports and other documents filed by us with the Securities and
Exchange Commission.
Item 5. Other Events.
----- ------
On February 26, 2002, KeySpan Corporation ("the Company") issued a press
release concerning an adjustment to its earnings for the year ended December 31,
2001.
The Company's press release is attached hereto as Exhibit 99 and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
--------- ----------- --- ----- --------- ----------- --- --------
(c) Exhibits
(1) Press Release of the Company dated February 26, 2002.
2
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: February 26, 2002 By: /s/Gerald Luterman
--------- --------
Name: Gerald Luterman
Title: Senior Vice President and
Chief Financial Officer
3
INDEX TO EXHIBITS
-----------------
Exhibit No. Exhibit Page
- ----------- ------- ----
99 Press Release dated February 26, 2002 5
4