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) : May 4, 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))
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Cautionary Language Concerning Forward-Looking Statements
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Certain statements contained herein are "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.,
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:
the occurrence or impact of the potential merger with National Grid plc;
volatility of energy prices used to generate electricity; fluctuations in
weather and in gas and electric prices; general economic conditions, especially
in the Northeast United States; our ability to successfully manage our cost
structure and operate efficiently; our ability to successfully contract for
natural gas supplies required to meet the needs of our customers; implementation
of new accounting standards or changes in accounting standards or GAAP which may
require adjustments to financial statements; inflationary trends and interest
rates; the ability of KeySpan to identify and make complementary acquisitions,
as well as the successful integration of such acquisitions; available sources
and cost of fuel; creditworthiness of counterparties to derivative instruments
and commodity contracts; the resolution of certain disputes with Long Island
Power Authority ("LIPA") concerning each party's rights and obligations under
various agreements; retention of key personnel; federal and state regulatory
initiatives that threaten cost and investment recovery, and place limits on the
type and manner in which we invest in new businesses and conduct operations; the
impact of federal, state and local utility regulatory policies, legislation and
orders on our regulated and unregulated businesses; 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;
competition facing our unregulated Energy Services businesses; the degree to
which we develop unregulated business ventures, as well as federal, state and
local regulatory policies affecting our ability to retain and operate such
business ventures profitably; a change in the fair value of our investments that
could cause a significant change in the carrying value of such investments or
the carrying value of related goodwill; timely receipts of payments from our two
largest customers LIPA and the New York Independent System Operator changes in
the UCAP pricing structure; timing of the approval of the 2006 LIPA Agreements
and; other risks detailed from time to time in other reports and other documents
filed by KeySpan with the Securities and Exchange Commission.
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Item 2.02. Results of Operations and Financial Condition.
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On May 4, 2006, KeySpan Corporation ("the Company") issued a press release
concerning, among other things, its first quarter results. The Company's press
release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The Company will also host a conference call at 10:30 A.M. EST on May 4, 2006 to
discuss its first quarter results. The script of the earnings conference call is
attached hereto as Exhibit 99.2 and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits.
1) Press Release of the Company dated May 4, 2006
2) Script of Earnings Conference Call
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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: May 4, 2006 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
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99.1 Press Release dated May 4,2006 8
99.2 Script of Earnings Conference Call 16
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