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 24, 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)
[ ] 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))
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Item 1.01 Entry into a Material Definitive Agreement.
On March 24, 2006, KeySpan entered into a Letter Agreement with Mr. Gerald
Luterman, Executive Vice President and Chief Financial Officer to provide Mr.
Luterman with separation benefits at his current level of three times base
salary pursuant to the Change of Control Plan without regard to his age as of
any date of termination. A copy of Mr. Luterman's Letter Agreement is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
KeySpan also entered into an Agreement and Waiver of Rights and Claims with Ms.
Lenore F. Puleo, Executive Vice President - Shared Services on March 24, 2006.
Ms. Puleo has elected to retire from KeySpan effective April 1, 2006. As an
officer of KeySpan, Ms. Puleo was a participant under KeySpan's Change of
Control Plan with a benefit level of three. This Agreement provides for, among
other things, that Ms. Puleo will receive a lump sum benefit of one times her
salary upon her termination and that if there is a change of control pursuant to
the Change of Control Plan by March 31, 2008, that she shall be entitled to
benefits thereunder, less the lump sum benefit paid upon her retirement. A copy
of the Agreement is attached hereto as Exhibits 10.2 and is incorporated herein
by reference.
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Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit Description
- ----------- -------------------
10.1 Letter Agreement between KeySpan and Gerald Luterman
dated March 24, 2006
10.2 Agreement and Waiver of Rights and Claims between
KeySpan and Lenore F. Puleo dated as of March 24, 2006
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SIGNATURES
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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 30, 2006 By: /s/John J. Bishar Jr.
---------------------
Name: John J. Bishar Jr.
Title: Senior Vice President, General
Counsel, Chief Governance Officer
and Secretary
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INDEX TO EXHIBITS
-----------------
Exhibit No. Exhibit Description
- ----------- -------------------
10.1 Letter Agreement between KeySpan and Gerald Luterman
dated March 24, 2006
10.2 Agreement and Waiver of Rights and Claims between
KeySpan and Lenore F. Puleo dated as of March 24, 2006
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