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 26, 2005
KEYSPAN CORPORATION
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(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)
(631) 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 5.02(d) Departure of Directors or Principal Officers; Election of
- ------------ Directors; Appointment of Principal Officers
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At the January 26, 2005 meeting of the Board of Directors (the "Board") of
KeySpan Corporation (the "Company"), the Board elected Robert J. Fani to serve
as a member of the Board, effective immediately, to serve until the next annual
meeting of the Company's shareholders, to be held on May 20, 2005.
Mr. Fani was named President and Chief Operating Officer of the Company in
October 2003 and continues to serve as President and Chief Operating Officer.
Currently, Mr. Fani is not serving as a member of any committee of the Board.
Item 8.01 Other Events
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Pursuant to the terms of the Company's 4.90% senior notes due 2008 (the "Senior
Notes") issued in May 2002 as part of its 8.75% Equity Units (the "Equity
Units"), the Company and J.P. Morgan Securities Inc., as remarketing agent, have
determined to reschedule the remarketing of the Senior Notes originally
scheduled for February 11, 2005 to a later date to be announced. The
determination to reschedule was made in order to enable the remarketing
materials to include the Company's audited financial results for 2004. As
previously disclosed, the Company intends to release its 2004 financial results
on February 25, 2005 and to file its related Form 10-K with the Securities and
Exchange Commission coincident with this earnings announcement.
The company issued $460 million aggregate principal amount of the Senior Notes
when it issued 9,200,000 Equity Units in May 2002. Each Equity Unit consists of
a purchase contract that obligates the holder to purchase a variable number of
shares of KeySpan Corporation common stock on or prior to May 16, 2005 for a
purchase price of $50, and a Senior Note.
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 31, 2005 By: /s/ John J. Bishar, Jr.
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John J. Bishar, Jr.
Senior Vice President,
General Counsel & Secretary
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