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): October 26, 2005
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)
Item 1.01 Entry into a Material Definitive Agreement.
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On October 26, 2005, KeySpan Corporation's ("KeySpan") wholly-owned
subsidiary, The Brooklyn Union Gas d/b/a KeySpan Energy Delivery New York
("KEDNY") entered into a Bond Purchase Agreement among the New York State Energy
Research and Development Authority ("NYSERDA") and Morgan Stanley & Co.
Incorporated, BNY Capital Markets, Inc. Sovereign Securities Corporation, LLC,
the Williams Capital Group, L.P. (collectively, the "Series A Underwriters")
with respect to the issuance by NYSERDA of $82,000,000 aggregate principal
amount of 4.70% Gas Facilities Revenue Bonds, 2005 Series A (KEDNY Project) (the
"Series A Refunding Bonds"). The Series A Refunding Bonds are being issued to
refund NYSERDA's $41,000,000 outstanding principal amount of Adjustable Rate Gas
Facilities Revenue Bonds, Series 1989A (KEDNY project) and $41,000,000
outstanding principal amount of Adjustable Rate Gas Facilities Revenue Bonds,
Series 1989B (KEDNY project).
Pursuant to the terms of the Bond Purchase Agreement for the Series A
Refunding Bonds, the Series A Underwriters will purchase all of the Series A
Refunding Bonds at a price of 100% of the principal amount thereof. The Series A
Underwriters will be paid a fee in an amount equal to 0.50% of the principal
amount of the Series A Refunding Bonds, plus certain out of pocket expenses of
the Series A Underwriters, by KEDNY on November 1, 2005, the closing date of the
Series A Refunding Bonds. KEDNY has agreed to indemnify the Series A
Underwriters and NYSERDA against certain liabilities, including liabilities
under the federal securities laws. Subject to the initial public offering of the
Series A Refunding Bonds, the Series A Underwriters reserve the right to change
the public offering price and yield as they deem necessary in connection with
the marketing of the Series A Refunding Bonds.
Additionally, on October 26, 2005, KEDNY also entered into a Bond Purchase
Agreement among the New York State Energy Research and Development Authority
("NYSERDA") and Goldman Sachs & Co., BNY Capital Markets, Inc. Sovereign
Securities Corporation, LLC, the Williams Capital Group, L.P. (collectively, the
"Series B Underwriters") with respect to the issuance by NYSERDA of $55,000,000
aggregate principal amount of Gas Facilities Revenue Bonds, 2005 Series B (KEDNY
Project) (the "Series B Refunding Bonds"). The Series A Refunding Bonds are
being issued to refund NYSERDA's $55,000,000 outstanding principal amount of Gas
Facilities Revenue Bonds, Series C (KEDNY project).
Pursuant to the terms of the Bond Purchase Agreement for the Series B
Refunding Bonds, the Series B Underwriters will purchase all of the Series B
Refunding Bonds at a price of 100% of the principal amount thereof. The Series B
Underwriters will be paid a fee of $192,500 by KEDNY on November 1, 2005, the
closing date of the Series B Refunding Bonds. KEDNY has agreed to indemnify the
Series B Underwriters and NYSERDA against certain liabilities, including
liabilities under the federal securities laws. Subject to the initial public
offering of the Series B Refunding Bonds, the Series B Underwriters reserve the
right to change the public offering price and yield as they deem necessary in
connection with the marketing of the Series B Refunding Bonds.
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Copies of the Bond Purchase Agreements for the Series A Refunding Bonds and
Series B Refunding Bonds are attached hereto as Exhibits 10.1 and 10.2 and are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits.
(1) Bond Purchase Agreement for the issuance of $82 million
aggregate principal amount of 4.7% Gas Facilities Revenue
Bonds (The Brooklyn Union Gas d/b/a KeySpan Energy Delivery
New York Project), 2005, Series A
(2) Bond Purchase Agreement for the issuance of $55 million
aggregate principal amount of Gas Facilities Revenue Bonds
(The Brooklyn Union Gas d/b/a KeySpan Energy Delivery New
York Project), 2005, Series B
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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: November 1, 2005 By: /s/Gerald Luterman
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Name: Gerald Luterman
Title: Executive Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit No. Exhibit Page
- ----------- ------- ----
10.1 Bond Purchase Agreement for the issuance of $82 million 6
aggregate principal amount of 4.7% Gas Facilities
Revenue Bonds (The Brooklyn Union Gas d/b/a KeySpan
Energy Delivery New York Project), 2005, Series A
10.2 Bond Purchase Agreement for the issuance of $55 million 40
aggregate principal amount of Gas Facilities Revenue
Bonds (The Brooklyn Union Gas d/b/a KeySpan Energy
Delivery New York Project), 2005, Series B
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