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) : May 1, 2003
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 conditions, especially in the Northeast United States;
available sources and cost 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 structures; our ability to successfully reduce our
cost structures; implementation of new accounting standards; the degree to which
the 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 filed by us with
the Securities and Exchange Commission.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
(1) Press Release of the KeySpan Corporation ("the
Company") dated May 1, 2003.
(2) Script of Earnings Conference Call
Item 9. Regulation FD Disclosure.
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The information set forth in this Item 9 and Exhibit 99.1 hereto is also
intended to be furnished under "Item 12. Results of Operations and Financial
Condition" in accordance with SEC Release Nos. 34-47583 and 33-8216. Such
information shall not be deemed to be "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
otherwise subject to the liability of that section or incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
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On May 1, 2003, the Company issued a press release concerning, among other
things, its financial results for the quarter ended March 31, 2003. The
Company's press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
The Company will also host an earnings conference call at 2:30 p.m. EDT on May
1, 2003 to discuss the financial results for the first quarter. The script of
the earnings conference call is attached hereto as Exhibit 99.2 and incorporated
herein by reference.
Item 12. Results of Operations and Financial Condition.
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The information in this Current Report on Form 8-K, including exhibit 99.1 and
99.2, is being furnished, not filed, under Item 9 to satisfy the requirements of
Item 12 "Results of Operations and Financial Condition" in accordance with SEC
Release Nos. 34-47583 and 33-8216.
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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: May 1, 2003 By: /s/Gerald Luterman
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Name: Gerald Luterman
Title: Executive 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 May1, 2003 6
99.2 Script of Earnings Conference Call 11
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