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): March 21, 2005
KEYSPAN CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
New York
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(State or Other Jurisdiction of Incorporation)
1-14161 11-3431358
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(Commission File Number) (IRS Employer Identification No.)
175 East Old Country Road, Hicksville, New York 11801
One MetroTech Center, Brooklyn, New York 11201
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(Address of Principal Executive Offices) (Zip Code)
(631) 755-6650 (Hicksville)
(718) 403-1000 (Brooklyn)
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(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 Agreement
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On March 21, 2005, KeySpan entered into a Supplemental Remarketing Agreement to
the original Remarketing Agreement dated May 6, 2002 with J.P. Morgan Securities
Inc. (the "Remarketing Agent") and JPMorgan Chase Bank, N.A. regarding the
remarketing of $394.88 million aggregate principal amount of its Senior Notes
due May 16, 2008 (the "Notes").
The Supplemental Remarketing Agreement provides, among other things, that,
subject to the terms and conditions and in reliance upon the representations and
warranties set forth in the Supplemental Remarketing Agreement, that the
Remarketing Agent agrees to use its commercially reasonable best efforts to
remarket the aggregate principal amount, as the case may be, of the Notes at a
purchase price not less than 100.25% of a calculated purchase price. In
connection therewith, the registered holder or holders of the Notes agree to pay
to the Remarketing Agent a remarketing fee equal to an amount not exceeding 25
basis points (0.25%) of the calculated purchase price. A copy of the
Supplemental Remarketing Agreement is attached hereto as Exhibit 99.1 and
incorporated by reference.
On March 21, 2005, KeySpan announced the successful remarketing of the Notes. A
copy of the related press release issued by KeySpan is attached hereto as
Exhibit 99.2 and incorporated by reference.
On March 24, 2005, KeySpan completed and closed the remarketing transaction.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
99.1 Supplemental Remarketing Agreement dated as of March 21, 2005.
99.2 Press Release of the Company dated March 21, 2005.
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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: March 24, 2005 By: /s/ John J. Bishar, Jr.
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John J. Bishar, Jr.
Executive Vice President,
General Counsel & Chief
Governance Officer
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INDEX TO EXHIBITS
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Exhibit No. Exhibit Page
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99.1 Supplemental Remarketing Agreement
dated as of March 21, 2005. 6
99.2 Press Release of the Company dated March 21, 2005. 29
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