August 2, 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities and Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
KeySpan Corporation
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(Name of Registrant as Specified in Its Charter)
(N/A)
-----
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A______________________________________________________________
(2) Aggregate number of securities to which transaction applies:
N/A______________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
N/A______________________________________________________________
(4) Proposed maximum aggregate value of transaction:
N/A______________________________________________________________
(5) Total fee paid:
N/A______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing registration
statement number, or the Form or Schedule and date of its filing.
(1) Amount Previously Paid:
N/A______________________________________________________________
(2) Form, Schedule or Registration Statement No.:
N/A______________________________________________________________
(3) Filing Party:
N/A______________________________________________________________
(4) Date Filed:
N/A______________________________________________________________
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The following letter is being mailed to unvoted stockholders of KeySpan
Corporation who own 100 or more shares.
KeySpan One MetroTech Center
Brooklyn, New York 11201-3850
IMPORTANT REMINDER
PLEASE VOTE YOUR PROXY TODAY
August 2, 2006
Dear KeySpan Stockholder:
We recently distributed proxy materials regarding the Annual Meeting of
Stockholders of KeySpan Corporation. The meeting is scheduled to be held on
August 17, 2006. If you have not yet voted, please take one moment of your time
now to cast your vote for this important meeting.
Your vote is important no matter how many shares you hold. Please act
promptly to vote your shares. Telephone and internet voting is available to most
stockholders. See instructions regarding voting on the reverse side of this
letter.
For the reasons more fully described in the Proxy Statement, dated July 11,
2006, your Board of Directors unanimously recommends that you vote:
1. "FOR" the adoption of the Agreement and Plan of Merger, dated as of
February 25, 2006, among National Grid plc, National Grid US8 Inc., and
KeySpan pursuant to which, upon the merger becoming effective, each
outstanding share of common stock of KeySpan will be converted into the
right to receive $42.00 in cash, without interest;
2. "FOR" the election of ten directors;
3. "FOR" the ratification of Deloitte & Touche LLP, as independent registered
public accountants for the year ending December 31, 2006; and
4. "AGAINST" the stockholder proposal to adopt simple majority vote.
The Board of Directors has unanimously determined that the merger is fair
to and in the best interests of our stockholders and has approved the merger.
The adoption of the merger agreement requires the approval of the holders of a
majority of the combined voting power of the outstanding shares of common stock
entitled to vote thereon. Accordingly, the vote of all stockholders is
important. If a KeySpan stockholder does not vote, it has the same effect as
voting against the merger. Please act today to vote your proxy!
If you have any questions or need assistance voting your shares, please
call our proxy solicitation agent, D. F. King & Co., Inc., toll-free at
1-800-628-8536.
Thank you for your cooperation.
Sincerely,
/s/Robert B. Catell
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ROBERT B. CATELL
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
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3 EASY WAYS TO VOTE
Help your company avoid the expense of further solicitation by voting
today. You may use one of the following simple methods to vote your shares:
1. Vote by Telephone. Call the toll-free number listed for this purpose on
your proxy or voting instruction form. Have your control number listed on
the form ready and follow the simple instructions.
2. Vote by Internet. Go to the website listed on your proxy or voting
instruction form. Have your control number listed on the form ready and
follow the simple instructions.
3. Vote by Mail. Mark, sign, date and return your proxy or voting instruction
form in the postage-paid return envelope provided.
STREET NAME STOCKHOLDERS
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Please refer to your proxy or voting instruction form for instructions on
how to vote. Your broker or bank cannot vote your shares on the merger proposal
unless it receives your specific instructions.
PLEASE ACT TODAY
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YOUR VOTE IS
IMPORTANT
Please help your company save additional solicitation costs by signing, dating
and mailing your proxy or voting instruction form today. If you submit a signed
proxy card without giving specific voting instructions with respect to any or
all proposals, you give the named proxies the authority to vote, in accordance
with the Board's recommendations, on each such proposal and in their discretion
on any other matter that may arise at the meeting. However, a failure to vote is
equivalent to a vote against the merger agreement. Please refer to your proxy or
voting instruction form for instructions on how to vote. Please return your vote
immediately. If you have any questions or need assistance voting your shares,
please call our proxy solicitation agent, D. F. King & Co., Inc., toll-free at
1-800-628-8536.
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In connection with the proposed merger, the Company has filed a definitive proxy
statement with the Securities and Exchange Commission. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, THE COMPANY STOCKHOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. The definitive proxy statement is also available free of charge
at the Securities and Exchange Commission's website, www.sec.gov, and
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stockholders of the Company are also able to obtain additional copies of the
definitive proxy statement free of charge by directing their requests to KeySpan
Corporation One MetroTech Center, Brooklyn, New York 11201-3850.
The Company and its directors and executive officers 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 statements
and Annual Reports on Form 10-K, previously filed with the Securities and
Exchange Commission, and in the definitive proxy statement relating to the
merger.
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Additional Information and Where to Find It
- -------------------------------------------
In connection with the proposed merger, the Company has filed a definitive proxy
statement with the Securities and Exchange Commission. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, THE COMPANY STOCKHOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. The definitive proxy statement is also available free of charge
at the Securities and Exchange Commission's website, www.sec.gov, and
stockholders of the Company are also able to obtain additional copies of the
definitive proxy statement free of charge by directing their requests to KeySpan
Corporation One MetroTech Center, Brooklyn, New York 1120-3850.
The Company and its directors and executive officers 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 statements
and Annual Reports on Form 10-K, previously filed with the Securities and
Exchange Commission, and in the definitive proxy statement relating to the
merger.
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