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): November 29, 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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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 of any event, change or other circumstances that could give rise
to the termination of the merger agreement with National Grid or the failure of
the merger to close for any reason; 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 1.01 Entry into a Material Definitive Agreement
See Item 2.03 which is incorporated by reference into this
Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Off-Sheet Balance
Arrangement of a Registrant
On November 29, 2006, The Brooklyn Union Gas Company d/b/a KeySpan Energy
Delivery New York ("KEDNY") and KeySpan Gas East Corporation d/b/a KeySpan
Energy Delivery Long Island ("KEDLI"), both wholly-owned subsidiaries of KeySpan
Corporation, each entered into a note purchase agreement with certain investors
(each a "Note Purchase Agreement"), whereby each of KEDNY and KEDLI issued
Senior Unsecured Notes ("Notes") in the amounts of $400 million and $100
million, respectively. Net proceeds from the sale of the Notes will be used to
refinance existing indebtedness and/or for general corporate purposes.
The Notes were issued pursuant to a private placement and were exempt from
registration under the Securities Act of 1933.
The Notes bear interest of 5.60% and mature on November 29, 2016. Each of KEDNY
and KEDLI may, at its option, prepay at any time all, or any part of, the Notes
in an amount not less than five percent (5.00%) of the aggregate principal
amount of the Notes then outstanding, at 100% of the principal amount to be
prepaid plus a make-whole amount determined for the prepayment date with respect
to the prepayment amount. In the event of a default by KEDNY or KEDLI under the
Note Purchase Agreement, the Notes may become due and payable for the unpaid
principal amount, accrued interest and a make-whole amount determined as of the
time of the default.
This description of the Note Purchase Agreements and the Notes are subject to,
and qualified in their entirety by, reference to the KEDNY Note Purchase
Agreement and the KEDLI Note Purchase Agreement, attached hereto as Exhibits
10.1 and 10.2, respectively, and the KEDNY Form of Note and KEDLI Form of Note,
attached hereto as Exhibits 10.3 and 10.4, respectively.
Item 9.01. Financial Statements and Exhibits.
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Exhibits.
10.1 Note Purchase Agreement, dated as of November 29, 2006,
between KEDNY and certain investors for the issuance of $400
million of Senior Unsecured Notes, due November 29, 2016,
10.2 Note Purchase Agreement, dated as of November 29, 2006,
between KEDLI and certain investors for the issuance of $100
million of Senior Unsecured Notes, due November 29, 2016
10.3 KEDNY Form of 5.60% Senior Unsecured Note due November 29,
2016
10.4 KEDLI Form of 5.60% Senior Unsecured Note due November 29,
2016
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SIGNATURE
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: December 5, 2006 By: /s/ Gerald Luterman
-------------------
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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10.1 Note Purchase Agreement, dated as of November 29, 2006, 7
between KEDNY and certain investors for the issuance of
$400 million of Senior Unsecured Notes, due November 29, 2016
10.2 Note Purchase Agreement, dated as of November 29, 2006, 50
between KEDLI and certain investors for the issuance of
$100 million of Senior Unsecured Notes, due November 29, 2016
10.3 KEDNY Form of 5.60% Senior Unsecured Note due November 29, 2016 93
10.4 KEDLI Form of 5.60% Senior Unsecured Note due November 29, 2016 95
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