UNITED STATES 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) : September 15, 2004 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 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (b) J. Atwood Ives has elected to retire from the Board of Directors of KeySpan Corporation ("KeySpan") effective September 15, 2004. Mr. Ives joined the KeySpan Board of Directors on November 8, 2000, following the acquisition of Eastern Enterprises by KeySpan. He served as the Chairman and Chief Executive Officer of Eastern Enterprises from 1991 until November 2000. 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: September 15, 2004 By: /s/John J. Bishar, Jr. ----------------------- Name: John J. Bishar, Jr. Title: Senior Vice President, General Counsel & Secretary 3