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): January 19, 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)
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Item 5. Other Events.
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In connection with the financing of the acquisition of the Ravenswood
generating facility in June 1999 by KeySpan-Ravenswood, Inc. ("KSR"), a
wholly-owned subsidiary of KeySpan Corporation (the "Company"), KSR undertook to
fulfill certain post-closing conditions by December 15, 1999. These conditions
included the transfer of certain governmental permits, receipt of a consent
order for the facility and the delivery of evidence that the facility complies
with applicable zoning requirements. Following notice to affected parties,
including the holders of approximately $412 million of notes issued in
connection with the acquisition, KSR was advised in January 2000 that several
such noteholders believed the steps taken by it thus far were not sufficient to
satisfy fully the post-closing conditions. Under the relevant financing
documents, failure to complete the required actions on a timely basis
constitutes an Event of Default, which in turn could give various parties to the
Ravenswood financing, including the noteholders, the right to foreclose on the
Ravenswood property and/or terminate KSR's leasehold interest and rights in the
property. To date, no party has sought to take or indicated that it is
contemplating taking any such action. KSR has timely fulfilled all of its
payment obligations and the Company believes that it has also timely fulfilled
all other obligations under the relevant financing documents.
KSR is currently seeking to resolve remaining issues concerning compliance
with the December 15 post-closing conditions and, in connection therewith, is
seeking extensions of the deadlines for certain of the conditions.
The Company and KSR believe that all of KSR's obligations can be completed
to the satisfaction of the affected parties and do not believe that the failure
to comply on a timely basis, if any, will have a material adverse effect on
either entity or on KSR's investment in Ravenswood. However, no assurance can be
given that one or more of the parties to the Ravenswood financing will not take
steps to enforce rights following an Event of Default, if such an Event of
Default is deemed to have occurred. Such efforts could have an adverse impact on
the Company and KSR.
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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.
KEYSPAN CORPORATION
Dated: January 19, 2000 By: /s/ Gerald Luterman
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Name: Gerald Luterman
Title:Senior Vice President and Chief Financial Officer
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