August 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. ) 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 [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Section 240.14a-12 KeySpan Corporation ------------------- (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______________________________________________________________ 2 Attached is a copy of a press release issued by KeySpan Corporation. KEYSPAN NEWS - ------------------------------------------------------------------------------- KeySpan Corporation For Immediate Release Contact: Media Relations 516-545-5052 (516) 824-1241 (beeper) KEYSPAN GETS THE GREEN LIGHT FROM INSTITUTIONAL SHAREHOLDER SERVICES (ISS) FIRM RECOMMENDS A VOTE FOR KEYSPAN'S MERGER AGREEMENT WITH NATIONAL GRID Brooklyn, NY (August 8, 2006) - KeySpan Corporation (NYSE: KSE) today announced Institutional Shareholder Services (ISS), the influential proxy advisory firm that advises institutional investors in proxy voting matters, has recommended a vote FOR KeySpan's merger agreement with National Grid. Management requests that all shareholders act promptly to cast their votes in advance of this important meeting. On February 27, 2006, National Grid and KeySpan announced an agreement for National Grid to acquire KeySpan, which would create the third-largest gas delivery utility in the United States. The merger, which recently received Hart-Scott Rodino and Exon-Florio approvals, will be presented for shareholder approval at KeySpan's Annual Shareholder's Meeting on August 17. About KeySpan: - -------------- A member of the Standard & Poor's 500 Index, KeySpan Corporation (NYSE:KSE) is the fifth largest distributor of natural gas in the United States and the largest in the Northeast, operating regulated gas utilities in New York, Massachusetts, and New Hampshire that serve 2.6 million customers. These customer-focused businesses are complemented by a portfolio of service companies that offer energy-related products, services, and solutions to homes and businesses. KeySpan is also the largest electric generator in New York State, with approximately 6,650 megawatts of generating capacity that provides power to 1.1 million customers of the Long Island Power Authority (LIPA) on Long Island and supplies approximately 25 percent of New York City's capacity needs. KeySpan also operates LIPA's transmission and distribution system under contract to LIPA. In addition to these assets, KeySpan has strategic investments in pipeline transportation, distribution, storage, and production. KeySpan has headquarters in Brooklyn, New England, and Long Island. For more information, visit KeySpan's web site at www.keyspanenergy.com. 3 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. 4