May 8, 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of
the Securities and Exchange Act of 1934 (Amendment No. )
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[ ] Definitive Proxy Statement
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[X] Soliciting Material Pursuant to Section 240.14a-12
KeySpan Corporation
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The following communication is being distributed to all KeySpan Corporation
("KeySpan") and National Grid employees through internal email systems and will
be posted on the KeySpan/National Grid websites:
Integration update National Grid KeySpan
Volume I Issue V May 2006
Off and Running - National Grid-KeySpan
Integration Team Holds Successful Kickoff
On April 25-26, the National Grid-KeySpan integration team met in Brooklyn to
launch the integration effort, kicking off the process that will combine the
companies, with the goal of creating the premier energy company in the nation.
During a strategy and planning session at KeySpan's headquarters, the team began
to frame the integration process and build a foundation for the strong working
relationships that will ensure our success. National Grid USA's President and
CEO Mike Jesanis and KeySpan Chairman and CEO Bob Catell both stressed to the
team just how critical the integration planning is and talked of the tremendous
opportunity to grow the combined business in the U.S., while continuing to serve
our customers safely, reliably, efficiently and responsibly.
Time Line
Although the regulatory approvals may take longer, the integration team has set
an ambitious schedule to be ready for "Day 1" by December 31, 2006. The first
tasks the team is charged with are to establish their sub-teams, develop team
work plans of what must be ready - and what would be good to have ready - for
implementation on Day 1, and to identify potential challenges and opportunities
for a successful integration. The analysis and comparison of the "as is" state
for both companies is expected to be completed by the end of July. Then begins
the identification of the recommended approach, synergy opportunities and the
design of the new combined organization, which are to be completed by October,
with implementation planning taking place from November to December to
facilitate a Day 1 kickoff at the beginning of 2007.
The Integration Team will meet weekly, alternating between major National Grid
and KeySpan locations. This meeting schedule was adopted expressly to enable
employees of both companies to see the integration team leads and their
sub-teams in action at various company locations as they move through this
process. As all employees possess unique knowledge about their respective
functions and work areas, assistance from many will be invaluable to a
successful integration. The Integration Team thanks you in advance for your
support.
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Future Updates
We will continue to keep you informed of the team's progress through Integration
Update, the integration intranet sites and face-to-face communications. If you
have questions at any time, please feel free to contact your team leads (listed
in the first Integration Update); use the Integration Hotlines at 1-800-523-1044
(National Grid) or 1-888-698-4397 (KeySpan); or e-mail
IntegrationQuestions@us.ngrid.com or IntegrationQuestions@keyspanenergy.com.
NOTE: Please print and distribute to employees in your area who do not have
computer access.
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Additional Information and Where to Find It
- -------------------------------------------
KeySpan intends to file with the Securities and Exchange Commission (the "SEC")
a definitive proxy statement and other relevant documents in connection with the
proposed acquisition of KeySpan by National Grid. We filed a preliminary proxy
statement with the SEC on April 28, 2006. Investors and security holders of
KeySpan are advised to read the proxy statementd and other relevant documents
when they become available, as they will contain important information about the
transaction. Investors and security holders may obtain a free copy of the proxy
statement and other documents filed by KeySpan with the SEC, when they become
available, at the SEC's web site at http:/www.sec.gov.
KeySpan 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 security holders in connection with the proposed acquisition.
Information concerning the interests of KeySpan's participants in the
solicitation is set forth in KeySpan's Annual Report on Form 10-K (filed with
the SEC on February 28, 2006), Quarterly Report on Form 10-Q for the period
ended March 31, 2006, KeySpan's preliminary proxy statement (filed with the SEC
on April 28, 2006) and will be set forth in the definitive proxy statement
relating to the acquisition when it becomes available.
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