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 24, 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
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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 8.01. Other Events
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As previously disclosed, in June 2004, the Board of Directors of KeySpan
Corporation (the "Company") authorized the Company to amend its Shareholder
Rights Agreement dated as of March 30, 1999, between the Company (f/k/a
MarketSpan Corporation) and EquiServe Trust Company, N.A. (as successor to The
Bank of New York), as Rights Agent (the "Rights Agreement") to provide for the
Rights Agreement to expire effective September 30, 2004. The Company has entered
into an Amendment No. 1, dated as of September 24, 2004 to the Rights Agreement
amending the terms of the Rights Agreement to expire on September 30, 2004. A
copy of the Amendment No. 1 is attached hereto as Exhibit 4.1 to this Current
Report on Form 8- K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits.
(1) Amendment No. 1 to the Rights Agreement
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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: September 24, 2004 By: /s/John J. Bishar, Jr.
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Name: John J. Bishar, Jr.
Title: Senior Vice President, General
Counsel & Secretary
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INDEX TO EXHIBITS
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Exhibit No. Exhibit Page
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4.1 Amendment No. 1 to the Rights Agreement 5
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