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 4, 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.)
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)
Item 5. Other Events.
As described in the joint press release of KeySpan Corporation (the "Company")
and Eastern Enterprises dated November 4, 1999 (a copy of which is annexed as
Exhibit 99.1), the Company and Eastern Enterprises ("Eastern") have entered into
an Agreement and Plan of Merger, dated as of November 4, 1999 (a copy of which
is annexed as Exhibit 2) pursuant to which Eastern will become a wholly-owned
subsidiary of the Company. The transaction has a value of approximately $2.5
billion, including assumption of debt and preferred stock.
Under the agreement, the Company will acquire all of the common stock of Eastern
for $64.00 per share in an all-cash transaction. The merger is conditioned,
among other things, upon the approval of Eastern Enterprises' shareholders, and
receipt of the required regulatory approvals. The Company anticipates that the
transaction can be completed in 9 to 12 months.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 2. Agreement and Plan of Merger, dated as of November 4,
1999, by and among KeySpan Corporation, Eastern
Enterprises and ACJ Acquisition LLC.
Exhibit 99.1 Joint Press Release of KeySpan Corporation and
Eastern Enterprises dated November 4, 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: November 5, 1999 By: /s/ Gerald Luterman
--------------------------
Name: Gerald Luterman
Title: Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
2 Agreement and Plan of Merger, dated as of November 4, 5
1999, by and among KeySpan Corporation, Eastern
Enterprises and ACJ Acquisition LLC.
99.1 Joint Press Release of KeySpan Corporation and 50
Eastern Enterprises, dated November 4, 1999.