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) September 16, 1999
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.)
One MetroTech Center, Brooklyn, New York 11201
175 East Old Country Road, Hicksville, New York 11801
(Address of Principal Executive Offices) (Zip Code)
(718) 403-1000 (Brooklyn)
(516) 755-6650 (Hicksville)
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On September 13, 1999, KeySpan Corporation d/b/a KeySpan Energy
("the Company") issued a press release concerning, its intention to begin a
process to review strategic alternatives for the Houston Exploration
Company, in which the Company has a 64% share ownership. The Company's
press release is attached hereto as Exhibit 99 and is incorporated herein
by reference.
In addition, the Company currently believes that its earnings for the
year ending December 31, 1999, will exceed most securities analysts'
estimates. The full range of analyst earnings projections is $1.40 - $1.60
per common share. Based on current projections, it appears as if earnings
for this period will be at the upper end of this range primarily as a
result of reduced costs and the benefits derived from the acquisition of
the Ravenswood generating facility in June 1999.
Certain statements contained here in or in the exhibits attached hereto
concerning expectations, beliefs, plans, objectives, goals, strategies,
future events or performance and underlying assumptions and other
statements which are other than statements of historical facts, are
"forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking
statements reflect numerous assumptions and involve a number of risks and
uncertainties and actual results may differ materially from those discussed
in such statements. Among the factors that could cause actual results to
differ materially are: available sources and cost of fuel; federal and
state 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 successful integration of
the Company's subsidiaries; the degree to which the Company develops
unregulated business ventures; the ability of the Company to identify and
make complementary acquisitions, as well as the successful integration of
such acquisitions; inflationary trends and interest rates; the ability of
the Company and its significant vendors to modify their computer software,
hardware and databases to accommodate the year 2000; and other risks
detailed from time to time in other reports and other documents filed by
the Company with the Securities and Exchange Commission. For any of these
statements, the Company claims the protection of the safe harbor for
forward-looking information contained in the Private Securities Litigation
Reform Act of 1995, as amended.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
(1) Press Release of the Company dated September 13, 1999.
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.
KEYSPAN CORPORATION
Dated: September 16, 1999 By: /s/ Robert R. Wieczorek
Title: Vice President, Treasurer
and Secretary
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
99 Press Release, dated September 13, 1999 5
Exhibit 99
HOUSTON EXPLORATION AND MAJORITY SHAREHOLDER,
KEYSPAN ENERGY, ANNOUNCE INTENTION TO EXPLORE STRATEGIC
ALTERNATIVES FOR HOUSTON EXPLORATION
HOUSTON, Brooklyn, and Hicksville, N.Y.--(BUSINESS WIRE)--Sept. 13, 1999--
The Houston Exploration Company (NYSE:THX - news) and its majority
shareholder, KeySpan Energy Corporation (NYSE:KSE - news), jointly
announced today their intention to begin a process to review strategic
alternatives for Houston Exploration.
The process will include an assessment of the role of Houston Exploration
within KeySpan's future strategic plan, and will consider a full range of
strategic transactions which could include the sale of all or a portion of
Houston Exploration. J.P. Morgan Securities Inc. has been retained by
Keyspan as financial advisor to assist in this strategic review.
"The management team at Houston Exploration has developed an outstanding
track record and has built a portfolio of exploration opportunities whose
value is likely to be enhanced substantially by a company focused solely
on oil and gas exploration and production," said Robert B. Catell, chairman
and chief executive officer of KeySpan Energy. "In today's competitive
market, KeySpan's strategy is centered on growing its core downstream
businesses, including gas and electric distribution, electric generation,
and energy services in the Northeast region. We believe our assessment of
options at this time will result in the maximum value for the shareholders
of both companies," Mr. Catell said.
James G. Floyd, president and chief executive officer of Houston
Exploration said, "With a strong commodity-pricing and lower service-cost
environment, Houston Exploration will continue to develop its substantial
inventory of high-quality prospects for the benefit of all its
shareholders. All operating activities will continue as planned while the
various options are being evaluated."
The Houston Exploration Company is a Houston-based independent natural gas
and oil company engaged in the exploration, development and acquisition of
domestic natural gas and oil properties. The company's offshore properties
are located in the shallow water Gulf of Mexico and its onshore properties
are located in South Texas, the Arkoma Basin, South Louisiana, East Texas
and West Virginia.
KeySpan Energy is a holding company including two utilities that distribute
natural gas under the Brooklyn Union name to 1.6 million customers in New
York City and on Long Island, making it the fourth largest gas-distribution
company in the United States. Other KeySpan companies market a portfolio of
energy-related services in the Northeast, own or operate electric-
generation plants in New York City and on Long Island, and provide
operating and customer services to one-million electric customers of the
Long Island Power Authority. KeySpan's unregulated energy activities focus
on three principal lines of business: gas exploration and development,
primarily through The Houston Exploration Company; domestic pipelines and
storage; and international activities, including gas-processing in Canada,
and gas pipelines and local-distribution in Northern Ireland. For more
information, visit KeySpan Energy's web site at: www.keyspanenergy.com.
Business contacts during the review process are: KeySpan Senior Vice
President H. Neil Nichols, 718/403-2529, J.P. Morgan Vice President
Laurence F. Whittemore, 212/648-3801 and Houston Exploration Senior Vice
President Thomas W. Powers, 713/830-6853.