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): January 1, 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.
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Item 1.01 Entry into a Material Definitive Contract
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Employment Agreement
Effective January 1, 2005, KeySpan Corporation (the "Company") entered into an
employment agreement with Anthony Sartor relating to his services as Senior Vice
President of the Company as well as President of KeySpan Services, Inc., a
wholly-owned, indirect subsidiary of the Company. The employment agreement
expires on April 1, 2008, and provides for, among other things, a target annual
base salary as well as participation in the Company's Annual Incentive and
Gainsharing Plan (the "Incentive Compensation Plan") which will provide for an
annual bonus upon comparable terms and conditions as other senior officers of
the Company. Such bonus shall be payable in accordance with the provisions of
the Incentive Compensation Plan and shall be considered as compensation in
calculation of the Employees Retirement Plan of KeySpan Energy ("ERP") pension
benefits. The employment agreement also provides for certain special bonuses
upon successful completion of certain transactions, at the sole discretion of
the Company's board of directors.
Under the employment agreement, Mr. Sartor may also be eligible to participate
in the Company's long-term incentive compensation plan, as well as all other
compensation and benefit plans provided to other senior officers of the Company.
Upon termination of employment for any reason other than good cause, death or
disability, Mr. Sartor will be entitled to payment of certain compensation
accruable through the term of the employment agreement. A copy of Mr. Sartor's
employment agreement is attached hereto as Exhibit 10.1.
Supplemental Retirement Agreement
Also effective January 1, 2005, the Company entered into a supplemental
retirement agreement with Mr. Sartor. The supplemental retirement agreement
provides for, among other things, pension benefits of an additional one-half
year of credited service for each year in which Mr. Sartor is a participant of
the KeySpan Executive Supplemental Pension Plan. A copy of Mr. Sartor's
supplemental retirement agreement is attached hereto as Exhibit 10.2.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits.
10.1 Copy of Employment Agreement dated as of January 1,
2005, between Anthony Sartor and KeySpan Corporation.
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10.2 Copy of Supplemental Retirement Agreement dated as of
January 1, 2005, between Anthony Sartor and KeySpan
Corporation.
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 4, 2004 By: /s/ John J. Bishar, Jr.
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John J. Bishar, Jr.
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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10.1 Copy of Employment Agreement
dated as of January 1, 2005, between
Anthony Sartor and KeySpan Corporation. 6
10.2 Copy of Supplemental Retirement Agreement
dated as of January 1, 2005, between
Anthony Sartor and KeySpan Corporation. 19
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