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): March 27, 2000
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)
1
<PAGE>
Item 5. Other Events.
----- ------
On March 24, 2000, KeySpan Corporation d/b/a KeySpan Energy ("the
Company") issued a press release concerning, among other things, its anticipated
earnings for the first quarter of 2000.
The Company's press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
On March 27, 2000, the Company announced that it has made an
investment in MyHomeKey.com, a personalized, Internet-based home management
system.
For additional information concerning this transaction, please refer
to the Company's press release, attached hereto as Exhibit 99.2, which is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
--------- ----------- --- ----- --------- ----------- --- --------
(c) Exhibits
(1) Press Release of the Company dated March 24, 2000.
(2) Press Release of the Company dated March 27, 2000.
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.
KEYSPAN CORPORATION
Dated: March 27, 2000 By: /s/ Robert R. Wieczorek
-------------------------
Name: Robert R. Wieczorek
Title: Vice President, Secretary
and Treasurer
3
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No. Exhibit Page
----------- ------- -----
99.1 Press Release, dated March 24, 2000 5
99.2 Press Release, dated March 27, 2000 7
4
Exhibit 99.1
KEYSPAN ENERGY FORECASTS HIGHER EARNINGS;
E-BUSINESS INITIATIVES TO BE ANNOUNCED
BROOKLYN AND HICKSVILLE, N.Y., MARCH 24, 2000 --- KeySpan Energy announced today
that its earnings are significantly ahead of analysts' estimates for the first
quarter and could be up to 7 percent higher for calendar year 2000. First Call
average estimate is currently $1.87 per share for the year 2000.
"KeySpan's higher earnings forecast results from our success in
implementing our growth strategy," said Robert B. Catell, chairman and chief
executive officer. "Our dividend yield and earnings growth are superior to our
respective industry groups and make us confident of increasing long-term value
for our shareholders."
The primary drivers of the improved earnings outlook are:
Strong growth in our gas market, resulting from an aggressive
market strategy in our new Long Island market. Gas conversion rates
have doubled, accelerating further in response to high oil prices.
Electric demand and gas demand hit record levels in January, giving
KeySpan highest winter send-out days in both electricity and gas
The benefit of substantial reductions in O&M expenses, amounting
to $110 million
In merger-related news, KeySpan said that the merger with Eastern
Enterprises, which was announced last year, is proceeding on schedule and is
expected to be completed by the Fall. "We are confident that we will exceed our
goal of achieving $30 million in synergy savings and are hoping to achieve a
level of savings that will make the merger non-dilutive in the first full
year," said Mr. Catell.
E-BUSINESS
KeySpan's growth strategy is focused on providing a wide array of products
and services to several million residential and commercial customers in the
Northeast. As part of that strategy, KeySpan is developing a comprehensive
e-business plan that will enhance its relationship with customers, provide new
business opportunities, and improve operational efficiencies. Accordingly,
KeySpan will soon make announcements regarding implementation of its e-business
strategy and the launching of initiatives to develop new markets and new
opportunities to build shareholder value.
5
<PAGE>
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. KeySpan Energy and Eastern Enterprises [NYSE:
EFU] announced in November 1999 that the companies signed a definitive merger
agreement under which KeySpan Energy will acquire all of the common stock of
Eastern Enterprises. The merger would make KeySpan the largest natural-gas
distribution company in the Northeast with 2.4 million customers. Other KeySpan
companies market a portfolio of unregulated energy-related services in the
Northeast, operate electric-generation plants on Long Island and in New York
City, and provide operating and customer services to one million electric
customers of the Long Island Power Authority. KeySpan also has investments in
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.
- ----------------------
Certain statements contained herein are forward-looking statements, which
reflect numerous assumptions and involve a number of risks and uncertainties.
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; 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 ability of the Company to successfully integrate acquired
operations; the degree to which the Company develops non-regulated business
ventures; the effect of inflationary trends and increases in interest rates; and
risks detailed from time to time in reports and other documents filed by the
Company with the Securities and Exchange Commission.
6
<PAGE>
Exhibit 99.2
MYHOMEKEY.COM LAUNCHES NEW ERA IN PERSONAL HOME MANAGEMENT
TXU Energy Services and KeySpan Energy Join MyHomeKey Internet Portal
SAN FRANCISCO, NEW YORK CITY, AND DALLAS (March 27, 2000) --
MyHomeKey.com, an Internet portal designed to change the way consumers manage
their homes, today announced partnerships with TXU (NYSE: TXU) of Dallas and
KeySpan Energy (NYSE: KSE) of Long Island and Brooklyn.
TXU Energy Services and KeySpan Energy each have invested $12.5 million.
Both energy companies will roll out co-branded, customized sites. Bechtel
Enterprises also has invested $5 million in the company.
MyHomeKey, formerly MyHomeLink, is a personalized, Internet-based home
management system that provides a comprehensive solution to the daily concerns
and problems of homeowners -- 24 hours a day, seven days a week. It puts quality
service providers at the customers' fingertips, empowers almost instantaneous
online scheduling of services, and delivers expert advice and one-stop shopping
for most home products and services.
Each MyHomeKey co-branded site will feature personalized information that
could range from detailed energy consumption to announcements of neighborhood
news or homeowners association schedules. This will allow homeowners to
personalize and customize their use of the portal.
"Our site is uniquely designed to build on the already strong
relationships energy companies have with their customers," said Eric Zausner,
CEO of MyHomeKey. "We will do this at a fraction of the cost and time that it
would take KeySpan and TXU to develop the sites for themselves."
The MyHomeKey portal is currently under construction and will be launched
this summer. MyHomeKey also has a patent pending for its site business
processes.
KeySpan Energy Chairman & CEO Robert B. Catell said, "This partnership
will enable KeySpan to build on its technological and marketing expertise and
allow us to bring an extraordinary range of products and services through
e-commerce to an ever-greater range of customers. With this venture, we are
taking a major step forward in our strategy to develop new markets and new
opportunities to build shareholder value."
Brian Dickie, TXU Emerging Businesses president, says, "The TXU MyHomeKey
portal will give our customers access to a broad range of products and services.
It is one part
7
<PAGE>
of an overall e-business strategy that addresses the needs of all of our
customers -- retail electric and gas consumers, commercial and industrial
businesses, or energy marketers and traders."
TXU Energy Services is a unit of TXU--one of the largest investor-owned
energy services companies in the world, with more than $40 billion in assets.
TXU is a multinational leader in electric and natural gas services, merchant
trading, energy marketing, telecommunications and other energy-related services.
TXU delivers energy to nine million customers, primarily in Texas, the United
Kingdom and continental Europe and Australia.
KeySpan Energy, with $6 billion in assets, is the parent company of
Brooklyn Union, the nation's 4th largest natural gas utility, and provides
management of the electric transmission and distribution system and customer
services to the Long Island Power Authority's 1.1 million customers. KeySpan
Energy and Eastern Enterprises [NYSE: EFU] announced in November 1999 that the
companies signed a definitive merger agreement under which KeySpan Energy will
acquire all of the common stock of Eastern Enterprises. The merger would make
KeySpan the largest natural-gas distribution company in the Northeast with 2.4
million customers.
Bechtel Enterprises Holdings, Inc., the development, financing and
ownership affiliate of the Bechtel organization, has been involved in power
generation, transportation, pipeline, telecommunications and technology projects
with an asset value exceeding $18 billion. It has invested in several Internet
ventures, including WebVan, APX, Jolt and Concrete Media.
For more information contact:
KeySpan Energy MyHomeKey.com TXU Energy Services
MEDIA: Robert Mahony, Sam Sacco MEDIA: Christopher Schein,
718-403-2503 510-594-8575 214-812-5338 or Sandy Smith,
INVESTOR RELATIONS: 214-812-5977
Mike Taunton, INVESTOR RELATIONS:
718-403-3265 David Anderson, 214-812-4641
or Tim Hogan, 214-812-2756
More information is available at www.keyspanenergy.com, www.txu.com and
myhomekey.com.
8
