MARKETSPAN CORP
8-K, 1999-02-12
NATURAL GAS DISTRIBUTION
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                      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):  February 12, 1999 
                                                 
                             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
  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)

                                      1

<PAGE>



Item 5.     Other Events.

            On February 9, 1999,  MarketSpan  Corporation  d/b/a KeySpan  Energy
("the Company") issued a press release concerning,  among other things, the year
end operating results reported by 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.


Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

      (c)   Exhibits

            (1) Press Release of the Company dated February 9, 1999.



                                   2

<PAGE>



                               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: February 12, 1999                  By: /s/ Craig G. Matthews           
                                              --------------------------------
                                             Title: President and 
                                                    Chief Operating Officer


                                   3
<PAGE>




                            INDEX TO EXHIBITS


Exhibit No.         Exhibit                                      Page
- -----------         -------                                      ----

  99                Press Release, dated February 9, 1999          5








                                   4



                                                              Exhibit 99

KEYSPAN SEES POSITIVE OUTLOOK FOR HOUSTON EXPLORATION

Brooklyn  and  Hicksville,  N.Y.,  February 9, 1999 -- The  Houston  Exploration
Company  (NYSE:THX),  in  which  KeySpan  Energy  (NYSE:KSE)  has  a  64%  share
ownership,  today  reported a total net loss for fiscal  1998 of $72.7  million,
including a non-cash charge of $84.5 million.

This  after-tax  charge results from the  application of the full-cost  "ceiling
test" accounting method for The Houston  Exploration  Company as required by the
Securities and Exchange  Commission.  Houston Exploration based its ceiling test
determination   on  a  wellhead  gas  price  of  $1.61  per  mcf.  KeySpan  will
consequently take an impairment charge of $54 million to earnings. Excluding the
charge,  Houston  Exploration's net income was $11.8 million, or $7.6 million to
the consolidated earnings of KeySpan for the 12 months ending December 1998.

"Houston  Exploration  continues  to  generate  positive  operating  income in a
low-pricing  environment,  demonstrating  its  ability  to  reduce  unit  costs,
increase  production and take  advantage of its  price-hedging  strategy,"  said
Robert B. Catell,  Chairman and Chief Executive Officer of KeySpan Energy.  "The
carrying-value  revision will significantly  reduce the company's  depreciation,
depletion and amortization rate."

Houston  Exploration  also announced that it had increased its production by 22%
during 1998, to 63 bcfe from 51.3 bcfe,  and that its total net proved  reserves
increased 42%, to 480 bcfe from 337 bcfe a year ago.

"Even  with the  negative  impact of the  ceiling  test  impairment,  we believe
Houston  Exploration,  with its  increased  production  and reserve base and low
per-unit  operating  costs is well  positioned  for  continued  growth  and good
performance in the future," noted Mr. Catell.

KeySpan Energy's two principal operating subsidiaries, each doing business under
the name Brooklyn Union,  distribute natural gas to nearly 1.6 million customers
in the New York City boroughs of Staten Island,  Brooklyn,  and Queens,  and the
Long Island counties of Nassau and Suffolk.  Other KeySpan  subsidiaries provide
gas-marketing and energy services, including system installation and management,
primarily  in the  greater  New York  metropolitan  area;  generate  electricity
primarily  in  Nassau  and  Suffolk  Counties  at  five  plants  and 42  smaller
facilities with an aggregate-rated  generating capacity of 3,978 MW; and provide
electric  transmission-and-distribution  operating services and customer-billing
services  to the Long  Island  Power  Authority  for its one-  million  electric
customers.  Through investments by subsidiaries,  Keyspan also owns interests in
domestic  and  international   pipeline   operations  and   international   gas-
distribution operations.

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