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) : February 25, 2006
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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[x] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13.e-4(C))
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.
Important Information
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In connection with the proposed merger discussed below in Item 8.01,
KeySpan Corporation (the "Company") will file a proxy statement with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED
TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS IT WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
the proxy statement, when available, and other documents filed by the Company at
the Securities and Exchange Commission's web site at http:/www.sec.gov.
The Company and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from its stockholders in connection with the proposed merger.
Information concerning the interests of the Company's participants in the
solicitation is set forth in the Company's proxy statement and Annual Report on
Form 10-K filed (filed with the Securities and Exchange Commission on March 30,
2005 and March 2, 2005, respectively) and will be set forth in the proxy
statement relating to the merger when it becomes available.
Item 8.01. Other Events.
On February 27, 2006, the Company issued a press release announcing that it
has entered into an Agreement and Plan of Merger. The Company's press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
(1) Press Release of the Company dated February 27, 2006
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: February 27, 2006 By: /s/John J. Bishar, Jr.
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Name: John J. Bishar, Jr.
Title: Executive Vice President, General Counsel,
Chief Governance Officer and Secretary
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INDEX TO EXHIBITS
Exhibit No. Exhibit Page
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99.1 Press Release of the Company dated February 27, 2006. 5
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