As filed with the Securities and Exchange Commission on August 5, 1998
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) July 31, 1998
MARKETSPAN 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
(Address of Principal Executive Offices) (Zip Code)
(516) 755-6650
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Page 1
Exhibit Index on Page 5
Item 5. Other Events
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On July 31, 1998, MarketSpan Corporation (the "Company") announced that Dr.
William J. Catacosinos had resigned as Chairman and Chief Executive Officer and
as a director, and that the Company's Board of Directors had elected Robert B.
Catell, the Company's President, to succeed Dr. Catacosinos as Chairman and
Chief Executive Officer. Attached hereto as Exhibit 99.1 is the Company's press
release with respect to the foregoing, which is incorporated herein by
reference.
On August 3, 1998, the Company announced that its Board of Directors had
authorized the purchase of up to 10% of the Company's outstanding common stock,
or approximately 15 million shares, through open market purchases. Purchases are
expected to commence following the public release of the Company's historical
and pro forma consolidated condensed financial information for the periods ended
June 30, 1998 and its related required filings with the Securities and Exchange
Commission. Attached hereto as Exhibit 99.2 is the Company's press release with
respect to the foregoing, which is incorporated herein by reference.
On August 3, 1998, following announcement of the Company's open market
purchase program, Mr. Catell and Craig G. Matthews, the Company's Chief
Financial Officer, held a conference call with security analysts regarding the
Company's future and strategy. Attached hereto as Exhibit 99.3 is a copy of Mr.
Catell's prepared remarks for the foregoing conference call, which is
incorporated herein by reference.
On August 4, 1998, the Company announced that its subsidiary, KeySpan
Energy Development Corporation, had joined Duke Energy Corporation and the
Williams Companies in developing the Cross Bay(sm) pipeline, which will
transport gas from existing interstate pipelines in New Jersey to New York City
and Long Island. These existing pipelines, operated by Texas Eastern
Transmission Corporation and Transcontinental Gas Pipe Lines Corporation, are
owned by Duke Energy and Williams, respectively. In the first stage of
development, expected to cost approximately $45 million with KeySpan Energy's
share at $11.3 million, the Cross Bay(sm) group will build new compression
facilities and expand current pipelines to transport an additional 125 million
cubic feet of gas per day to New York City and Long Island. To meet future
regional demand, Cross Bay(sm) may be expanded to carry up to 700 million cubic
feet per day. The new system is scheduled to begin operation in the fourth
quarter of 2000, and the Cross Bay(sm) group expects to file its plans with the
Federal Energy Regulatory Commission in the fourth quarter of 1998. Attached
hereto as Exhibit 99.4 is the Company's press release with respect to the
foregoing, which is incorporated herein by reference.
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The Exhibits incorporated by reference in this Item 5 include
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements reflect numerous
assumptions and involve a number of risks and uncertainties. Among the factors
that could cause actual results to differ materially are: electric load and
customer growth; abnormal weather conditions; available sources and cost of fuel
and generating capacity; the speed and degree to which competition enters the
power generation, wholesale and retail sectors of the electric utility industry;
state and federal regulatory initiatives that increase competition, threaten
cost and investment recovery, and impact rate structures; the ability of the
Company to successfully reduce its cost structure; the degree to which the
Company develops non-regulated business ventures; the economic climate and
growth in the Company's service territories; economies generated by the
combination of the Company's predecessors; inflationary trends and interest
rates; and other risks detailed from time to time in reports and other documents
filed by the Company and its predecessors with the Securities and Exchange
Commission.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a)-(b) Not applicable.
(c) See "Index to Exhibits" on page 5.
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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.
MARKETSPAN CORPORATION
Dated: August 5, 1998 By: /s/ Joseph E. Fontana
---------------------
Name: Joseph E. Fontana
Title: Vice President, Controller
and Chief Accounting Officer
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INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Press Release, dated July 31, 1998.
99.2 Press Release, dated August 3, 1998.
99.3 Prepared remarks for August 3, 1998 conference call.
99.4 Press Release, dated August 4, 1998.
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