UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
THE HOUSTON EXPLORATION COMPANY
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(Name of Issuer)
Common Stock, par value $ .01 per share
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(Title of Class of Securities)
44212010
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(CUSIP Number)
John J. Bishar, Jr.
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Senior Vice President & General Counsel
KeySpan Corporation
One MetroTech Center
Brooklyn, New York 11201
(718) 403-1000
With a copy to:
William R. Dougherty
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 24, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. |_|
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See ss.240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 2 of 12
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KeySpan Corporation I.R.S. Identification No. 11-3431358
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4. SOURCES OF FUNDS*
Not Applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ----------------------------------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON ----------------------------------------------------------------------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14. TYPE OF REPORTING PERSON*
HC
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Page 3 of 12
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KeySpan Energy
Corporation I.R.S. Identification No. 11-3344628
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4. SOURCES OF FUNDS*
Not Applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TOITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ------------------------------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING
PERSON 0
WITH ------------------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
------------------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
---------------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
---------------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
---------------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14. TYPE OF REPORTING PERSON*
CO
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Page 4 of 12
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KeySpan Energy
Development Corporation (f/k/a THEC Holdings Corp.)
I.R.S. Identification No. 76-0489610
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4. SOURCES OF FUNDS*
Not Applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING
PERSON 0
WITH -------------------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
---------------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
---------------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
---------------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14. TYPE OF REPORTING PERSON*
CO
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Page 5 of 12
Item 1. Security and Issuer
Item 1 is hereby amended and restated as follows:
This Amendment No. 5 (the "Amendment") to Schedule 13D relating to the
Common Stock, par value $0.01 per share (the "Common Stock"), of The Houston
Exploration Company, a Delaware corporation (the "Issuer") is filed by KeySpan
Corporation (f/k/a BL Holding Corp.), a New York corporation ("KeySpan"),
KeySpan Energy Corporation, a New York corporation ("KEC"), and KeySpan Energy
Development Corporation (f/k/a THEC Holdings Corp.), a Delaware corporation
("KEDC" and, together with KeySpan and KEC, "Reporting Persons"), to further
amend the Schedule 13D that was previously filed on October 8, 1997 and amended
by Amendment No. 1 thereto, filed on April 7, 2000, Amendment No. 2 thereto,
filed on March 3, 2003, Amendment No. 3 thereto, filed on May 25, 2004, and
Amendment No. 4 thereto, filed on June 7, 2004. Unless otherwise indicated, all
capitalized terms used but not defined in this Amendment have the same meaning
as set forth in the Schedule 13D as previously amended. The principal executive
offices of the Issuer are located at 1100 Louisiana, Suite 2000, Houston, Texas
77002-5219.
As discussed in Item 5 below, as a result of a public offering pursuant to
an Underwriting Agreement, dated November 18, 2004 (the "Underwriting
Agreement"), among the Issuer, KeySpan, KEDC and Morgan Stanley & Co.
Incorporated (the "Underwriter"), the Reporting Persons disposed of 6,580,392
shares of Common Stock on November 24, 2004. Accordingly, this is the Reporting
Persons' final amendment to the Schedule 13D and is an exit filing.
Item 2. Identity and Background
Item 2 is hereby amended by adding the following text:
Annexes A-1, A-2 and A-3 are hereby amended and restated as attached
hereto.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated as follows:
On November 24, 2004, KeySpan and KEDC disposed of 6,580,392 shares of
Common Stock (the "Shares") to the Underwriter at a purchase price of $56.10 per
share, pursuant to the Underwriting Agreement (the "Transaction"), filed with
the SEC as an exhibit to the Issuer's Form 8-K on November 19, 2004 and under a
registration agreement of the Issuer on form S-3 (File No. 333-113659) and
amendments and supplements thereto filed with the SEC. As a result of the
Transaction, the Reporting Persons no longer own any Common Stock of the Issuer
and therefore will no longer be required to report their holdings on this
Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
As discussed in Item 4 above, as a result of the Transaction, as of
November 24, 2004, the Reporting Persons no longer beneficially own more than 5%
of any security of the Issuer and therefore will no longer be required to report
their holdings on this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item 6 is hereby amended and restated as follows:
Page 6 of 12
The Transaction was carried out pursuant to the terms of a Registration
Rights Agreement among the Issuer, KeySpan and KEDC. Expenses incurred in
connection with the registration of the Shares are to be paid by KEDC. The
Issuer agreed to indemnify KEDC, its officers, directors, agents, any
underwriter, and each person controlling any of the foregoing, against certain
liabilities under the Securities Act or the securities laws of any state or
country in which securities of the Issuer are sold pursuant to the Registration
Rights Agreement. The Registration Rights Agreement is filed as an exhibit
hereto and is hereby incorporated by reference into this Item 6.
Other than as described above, after the Transaction, none of KeySpan, KEC
or KEDC, nor, to the best knowledge and belief of KeySpan, KEC and KEDC, any of
their respective directors or executive officers, is a party to any contract,
arrangement, understanding or relationship with respect to any securities of the
Issuer, except that Mr. Catell and Mr. McKessy and certain other of the officers
of KeySpan and KEDC have interests in stock options granted by the Issuer for
compensation related to their service as directors of the Issuer. Mr. McKessy
also receives an annual retainer and meeting fees associated with his services
as a director of the Issuer.
Item 7. Material to Be Filed as Exhibits
Item 7 is hereby amended by adding the following text:
11. Amended and Restated Registration Rights Agreement, dated as of June
2, 2004, by and among the Issuer and KEDC (incorporated herein by
reference to Exhibit 11 to the Amendment No. 4 to Schedule 13D/A, as
filed by the Reporting Persons with the SEC on June 7, 2004).
12. Joint Filing Agreement, dated November 30, 2004, among the Reporting
Persons relating to the filing of a joint statement on Schedule 13D.
13. Press Release, dated November 24, 2004, issued by KeySpan Corporation
(incorporated herein by reference to Exhibit 99.1 to KeySpan's Form
8-K, as filed with the SEC on November 24, 2004).
14. Underwriting Agreement, dated November 18, 2004 (incorporated herein
by reference to Exhibit 1.1 to the Issuer's Form 8-K, as filed with
the SEC on November 19, 2004).
Page 7 of 12
Signature
After reasonable inquiry and to the best of our knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 30, 2004
KeySpan Corporation
By: /s/ Michael J. Taunton
----------------------
Name: Michael J. Taunton
Title: Senior Vice President and Treasurer
KEYSPAN ENERGY CORPORATION
By: /s/ John J. Bishar, Jr.
-----------------------
Name: John J. Bishar, Jr.
Title: Senior Vice President and Secretary
KEYSPAN ENERGY DEVELOPMENT CORPORATION
By: /s/ Saiyed Zain Mirza
---------------------
Name: Saiyed Zain Mirza
Title: Senior Vice President
Page 8 of 12
Annex A-1
The name, position and present principal occupation of each director and
executive officer of KeySpan Corporation are set forth below. The business
address for each of the executive officers and directors listed below is KeySpan
Corporation, One MetroTech Center, Brooklyn, New York 11201. All executive
officers and directors listed below are United States citizens.
Name Position Present Principal Occupation
----- -------- ----------------------------
Robert B. Catell Chairman, Chief Executive Officer and Director Chairman and Chief Executive Officer
of KeySpan Corporation
Robert J. Fani President and Chief Operating Officer President and Chief Operating Officer
of KeySpan Corporation
Wallace P. Parker Jr. President - Energy Delivery and Customer Relations President - Energy Delivery and
Customer Relations Group of
Group KeySpan Corporation
Steven L. Zelkowitz President - Energy Assets and Supply Group President - Energy Assets and Supply
Group of KeySpan Corporation
John A. Caroselli Executive Vice President and Chief Strategy Officer Executive Vice President and Chief
Strategy Officer of KeySpan
Corporation
Gerald Luterman Executive Vice President and Chief Financial Officer Executive Vice President and Chief
Financial Officer of KeySpan
Corporation
Anthony Nozzolillo Executive Vice President - Electric Operations Executive Vice President - Electric
Operations of KeySpan Corporation
Lenore F. Puleo Executive Vice President - Client Services Executive Vice President - Client
Services of KeySpan Corporation
Nicholas Stavropoulos Executive Vice President - KeySpan Energy Delivery Executive Vice President - KeySpan
Energy Delivery New England of
KeySpan Corporation
John J. Bishar, Jr. Senior Vice President, General Counsel and Secretary Senior Vice President, General
Counsel and Secretary
of KeySpan Corporation
Joseph F. Bodanza Senior Vice President and Chief Accounting Officer Senior Vice President and Chief
Accounting Officer of
KeySpan Corporation
Michael J. Taunton Senior Vice President and Treasurer Senior Vice President and Treasurer of
KeySpan Corporation
Theresa A. Balog Vice President and Controller Vice President and Controller of
KeySpan Corporation
Lawrence Dryer Vice President and General Auditor Vice President and General Auditor of
KeySpan Corporation
Andrea S. Christensen Director Partner, Kaye Scholer LLP
Alan H. Fishman Director President and Chief Executive Officer,
Independence Community Bank Corp.
Page 9 of 12
James R. Jones Director Chairman and Chief Executive Officer of
Manatt Jones Global Strategies LLP
James L. Larocca Director Professor of Public Policy, Long
Island University's Southampton College
Gloria C. Larson Director Of Counsel and Co-Chair of the
Government Practices Group, Foley Hoag LLP
Stephen W. McKessy Director Retired Vice Chairman,
PricewaterhouseCoopers
Edward D. Miller Director Member of the Supervisory Board
and Senior Advisor to the Chief Executive
Officer, AXA Group
Vikki L. Pryor Director President and Chief Executive Officer,
SBLI Mutual Insurance Company, Inc.
Page 10 of 12
Annex A-2
The name, position and present principal occupation of each director and
executive officer of KeySpan Energy Corporation are set forth below. The
business address for each of the executive officers and directors listed below
is KeySpan Energy Corporation, One MetroTech Center, Brooklyn, New York 11201.
All executive officers and directors listed below are United States citizens.
Name Position Present Principal Occupation
----- -------- ----------------------------
Robert B. Catell President, Chief Executive Officer and Director Chairman and Chief Executive Officer
of KeySpan Corporation
John J. Bishar, Jr. Senior Vice President and Secretary Senior Vice President, General
Counsel and Secretary of KeySpan
Corporation
Michael J. Taunton Senior Vice President and Treasurer Senior Vice President and Treasurer of
KeySpan Corporation
Alfred C. Bereche Assistant Secretary Associate General Counsel of
KeySpan Corporate Services LLC
Sandra M. Cano Assistant Secretary Manager, Corporate Secretary's Office
of KeySpan Corporate Services LLC
Ronald S. Macklin Assistant Secretary Assistant General Counsel of KeySpan
Corporate Services LLC
Colleen A. Meade Assistant Secretary Senior Counsel of KeySpan Corporate
Services LLC
Page 11 of 12
Annex A-3
The name, position and present principal occupation of each director and
executive officer of KEDC are set forth below. The business address for each of
the executive officers and directors listed below is KeySpan Energy Development
Corporation, One MetroTech Center, Brooklyn, New York 11201. All executive
officers and directors listed below are United States citizens, except for H.
Neil Nichols who is a Canadian citizen with work permit.
Name Position Present Principal Occupation
----- -------- ----------------------------
Robert B. Catell Chief Executive Officer and Director Chairman and Chief Executive Officer
of KeySpan Corporation
H. Neil Nichols President and Director President, KeySpan Energy
Development Corporation
Howard A. Kosel, Jr. Senior Vice President, Generation Senior Vice President, Generation
Development Development, KeySpan Energy
Development Corporation
S. Zain Mirza Senior Vice President, Asset Senior Vice President, Asset
Management & Financial Analysis Management & Financial Analysis,
KeySpan Energy Development
Corporation
John J. Bishar, Jr. Senior Vice President and Secretary Senior Vice President, General
Counsel and Secretary of KeySpan
Corporation
Brian T. McCabe Vice President Vice President, KeySpan Energy
Development Corporation
Michael J. Nilsen Vice President, Finance Vice President, Finance, KeySpan
Energy Development Corporation
Joseph G. Pradas Vice President, Development Vice President, Development,
KeySpan Energy Development
Corporation
Alfred C. Bereche Assistant Secretary Associate General Counsel of
KeySpan Corporate Services LLC
Sandra M. Cano Assistant Secretary Manager, Corporate Secretary's Office of
KeySpan Corporate Services LLC
Colleen A. Meade Assistant Secretary Senior Counsel of KeySpan Corporate
Services LLC
Robert J. Fani Director President and Chief Operating Officer
of KeySpan Corporation
Frederick M. Lowther Director Partner, Dickstein, Shapiro, Morin &
Oshinsky, LLP
Gerald Luterman Director Executive Vice President and Chief
Financial Officer of KeySpan
Corporation
James A. Rooney Director President, Kearsarge Energy
Development Corporation
Steven L. Zelkowitz Director President, Energy Assets and Supply
Group of KeySpan Corporation
Page 12 of 12
INDEX OF EXHIBITS
Number Description
11 Amended and Restated Registration Rights Agreement, dated as of
June 2, 2004, by and among the Issuer and KEDC (incorporated
herein by reference to Exhibit 11 to Amendment No. 4 to Schedule
13D/A, as filed by the Reporting Persons with the SEC on June 7,
2004).
12 Joint Filing Agreement, dated November 30, 2004, among the
Reporting Persons relating to the filing of a joint statement on
Schedule 13D.
13 Press Release, dated November 24, 2004, issued by KeySpan
Corporation (incorporated herein by reference to Exhibit 99.1 to
KeySpan's Form 8-K, as filed with the SEC on November 24, 2004).
14 Underwriting Agreement, dated November 18, 2004 (incorporated
herein by reference to Exhibit 1.1 to the Issuer's Form 8-K, as
filed with the SEC on November 19, 2004).
Exhibit 12
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons (as such term is defined in the Schedule 13D
referred to below) on behalf of each of them of a Statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock, par value $0.01
per share, of The Houston Exploration Company, a Delaware corporation, and that
this Agreement may be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts, all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the
30th day of November 2004.
KeySpan Corporation
By: /s/ Michael J. Taunton
----------------------
Name: Michael J. Taunton
Title: Senior Vice President and Treasurer
KEYSPAN ENERGY CORPORATION
By: /s/ John J. Bishar, Jr.
-----------------------
Name: John J. Bishar, Jr.
Title: Senior Vice President and Secretary
KEYSPAN ENERGY DEVELOPMENT CORPORATION
By: /s/ Saiyed Zain Mirza
---------------------
Name: Saiyed Zain Mirza
Title: Senior Vice President